Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Compensation & Classification Study (non Civil Service)-5972-Award/Ordinance/Pricing
Docusign City Council T ransmittal Coversheet File Name Purchasing Contact City Council Target Date Granicus # Ordinance # DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 2/16/16 Compensation & Classification Study (Non-civil service) RFP Karen Smith 5972 Contract # 5972 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND ULIBARRI -MASON GLOBAL HR, LP (Contract 5972 ) THIS CONTRACT is made and entered into this date ______________________, by and between Ulibarri -Mason Global HR, LP , a partnership , whose address is 3010 LBJ Freeway, Dallas, TC 75234, hereinafter referred to as "Contractor ," and the CITY OF DENTON, TEXAS , a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution o f this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and /or services in accordance with the City’s document RFP 5972 - Compensation and Classification Study for Non -Civil Service Employees , a copy of which is on file at the office of Purchasing Age nt and incorporated herein for all purposes . The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) Request for Proposal (Exhibit “B” on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C ”); (d) Insurance Requirements (Exhibit “D ”); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E "); (f) Contractor’s Proposal. (Exhibit "F "); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 February 2, 2016 Contract # 5972 IN WITNESS WHEREOF, the par ties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: AUTHORIZED SIGNATURE Date: Name: Title: PHONE NUMBER EMAIL ADDRESS TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: GEORGE C. CAMPBELL, CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 President Daniel Ulibarri 469-767-1772 danu@umglobalhr.com 1/25/2016 danu@umglobalhr.com danu@umglobalhr.com 2/5/2016 Contract # 5972 Exhibit A Special Terms and Conditions Total Contract Amount The contract total for services shall not exceed $124,087.80 . Pricing shall be per Exhibit F attached. Contract Term All tasks initiated under this contract must be completed by June 1, 2016. The City may opt to use as ad hoc services through December 31, 2016 Tasks Pricing below assumes the completion of both projects. Should the City not opt to not include project 2, the pricing would increase by 10% for project 1. Project 1 – Compensation Plan $57,947.40 1.1 Review current compensation philosophy and objectives to determine if they address the City’s recruitment, retention, and internal/external equity desires. If needed, formulate and recommend a new philosophy and compensation objectives that are easy to communicate to City Council, management, and employees. 1.2 Review and analyze market data for assessment of competitiveness of pay ranges for the General Career Ladder, Technology Services Career Ladder, the Electric Career Ladder, Electric Energy Market pay ranges, and the Electric Craft pay plan. This may include conducting a salary survey as outlined in “Project 2” or it ma y include an assessment of data readily available to the Consultant. The City will need to approve any data used by the Consultant. 1.3 Review, analyze, and recommend “best practice” pay practices. When determining “best practice” pay practices, the consulta nt should be mindful of the various industries represented in a full -service City. 1.4 Review and analyze actual pay practices within our organization (including a compa ratio analysis). The City will submit raw data for the consultant to compile. 1.5 Make recomme ndations for adjustments to our wage/salary structures based on analysis of the aforementioned. Recommendations should address compression issues between supervisors and subordinates. 1.6 Address range penetration compression issues between new hires and more tenured employees and make recommendations for resolution; 1.7 Conduct financial impact analysis of implementing adjustments (Option 1) or new structure (Option 2) and make recommendations for alternatives. 1.8 Make recommendations for other compensation options (other than base pay) and cash incentives that are compliant with Federal and State laws and can be sustained by a municipality. DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 1.9 Provide consulting services for administration of our compensation plan on an ad hoc basis. If this is not included as part of the compensation services pricing, please include an hourly rate for such services. Upon completion of Project 1, they City and Contractor will decide the best course of action based upon Contractors findings. The City will then choose either one of the t wo options of Project 1: Option 1: INCLUDED Project Completion Date: March 31, 2016 Recommend adjustments to the existing pay structures. With option 1, the Consultant shall: 1.9.1 State the change(s) to be made 1.9.2 State the basis for the chan ge(s) Option 2: ADD $19 ,580 .4 0 Project Completion Date: April 30, 2016 Recommend new wage/salary structures. With option 2, the Consultant shall: 1.9.3 Determine if the City’s current classification system will support or can be integrated with the recommended compensation structures. 1.9.4 If required, the Consultant shall provide a work plan and recommendations for a new or alternative job classification structure, philosophy, and procedures that will account for internal and external equity, organizational reporting relationships, and the market salary position of jobs. Any classification system shall comply with all Federal and State employment legislati ons. 1.9.5 Conduct a job analysis and recommend job classifications and hierarchy for all existing job classifications. 1.9.6 Review existing job descriptions to ensure compliance with Federal and State employment legislations. 1.9.7 Assist with creation of job description s for classified positions that do not have one. 1.9.8 Provide detailed documentation and training for the on -going maintenance of the classification structure system. Project 2 – Wage/Salary Survey $3 4,560.00 Project Completion Date: May 31, 2016 1.1 R eview existing benchmark organizations and recommend changes as necessary (the City wants to include public and private sector data, as appropriate). 1.2 Review existing benchmark positions and recommend changes as necessary. 1.3 Write summary descriptions for eac h of the positions to be surveyed. DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 1.4 Develop survey template to be sent to each employer being asked to participate in the survey. 1.5 Survey should include questions regarding other forms of compensation to ensure that we capture all forms of cash rewards/incentives. 1.6 Contact organizations to solicit participation in survey. 1.7 Once the survey is distributed electronically, follow up freque ntly with each employer to remind them of the need to complete the survey by the prescribed deadline and to answer any of their questions. This continued follow up is needed to ensure the maximum number of respondents and the reliability and validity of th e results. 1.8 Review data and following up on anomalies to ensure data is not skewed. 2.9 Tabulate and report results (electronically) for each of the surveyed positions and benefit information. At a minimum, results should include actual average, median pay, average minimum rate, average midpoint, and average maximum rate. A comparison should be made comparing actual average pay to Denton’s actual average pay; midpoint to midpoint; and actual average pay to Denton’s midpoint. 2.10 Generate a summary report o f the highlights of the survey and any major findings. This report will need to be delivered electronically to the City. Hard copies should also be available if requested by the City. 2.11 Distribute survey results electronically to participating organizations. All materials and documentation given to the City of Denton must be provided in Word, Excel (or any other mutually agreed upon media) and will become property of the City. City Council Workshop $ Included Contractor will prepare an easy to under stand workshop for City Council at no additional cost to the City. The workshop will focus on educating the City Council about the City’s Career Ladder, Pay Plans and on the issues faced by the City in administering the current pay plan, and hence the scop e of work. In addition to the goal of getting the City Council to understand the pay plan and the City administration’s concerns, the “Workshop” has the added benefit that it does not have to be conducted as an “open meeting”. Ad Hoc Services The City may opt to utilize Contractor for additional consultin g services under this contract. The fee would be $150/hour as needed and approved by the City. The total ad hoc services may not exceed $12,000. DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the Ci ty of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplie r. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights -of -way. 1. CONTRACTOR’S OBLIGATIO NS . The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM . Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES : The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price un less otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purcha se release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverab les shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED : The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS : Title to and risk of loss of the deliverables shall pass to the City DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES : Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliv erables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION : The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at d elivery before accepting them, and to reject defective or non -conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subc ontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER : Every tender or delivery o f deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non -complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK : The City shall provide the Cont ractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulati ons. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, particip ants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, sub contractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 substances, nor may such workers be in toxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has p ossessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prio r written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any indiv iduals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, A ND ENVIRONMENTAL REGULATIONS : The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold t he City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq .) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq .). 12. INVOICES : A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department . Invoices shal l be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax ide ntification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labo r shall include a copy of all time -sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State ta xes, or City sales taxes must not be included in the invoiced amount. DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 The City will furnish a tax exemption certificate upon request. 13. PAYMENT : A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (3 0) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds f or withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. T he City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non -conforming deliverables by the Contractor; ii. third party claims, whic h are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. dam age to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachment s and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may o ffset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, sur charges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amo unt insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES : All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities whall not be reimbursed, unless otherw ise negotiated. 15. FINAL PAYMENT AND CLOSE -OUT : A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of fin al payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising fr om failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) ari sing under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT : If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be i dentified by the Contractor as such. 17. RIGHT TO AUDIT : A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, docum ents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pe rtaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an ove rpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used ab ove, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS : A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor ident ified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontra ctor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor b y a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to su bmit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Su bcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor sha ll it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made t o the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE : A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relatin g to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current pri ces on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE : The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and c lear of all DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES : The Contractor warrants and represents tha t all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by th e Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new o r recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables, or replace the non -conforming deliverables with fully conforming deliverables, at the City’s opti on and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor writte n notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or re place defective or non -conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase con forming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and th e deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES : The Contractor warrants and represents that all services to be provided the City under the Contract wil l be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regula tions. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at lea st one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost t o the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other avail able remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increase d cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES : If, instead of requiring immediate correction or removal and replacement of defective or non - conforming deliver ables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non -conforming deliverables. If any such accepta nce occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non -conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE : Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In t he event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE : The City may issue an immediate Stop Work Notice in the ev ent the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT : The Contractor shall be in default u nder the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post -judgment interest at the maximum lawful rate. Additio nally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under th e Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE : The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days ’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD : Fraudulent statements b y the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS : A. The City may de lay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitabl e adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failur e to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for an y default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be hel d within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY : A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees f or: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontrac tors, and third parties), ii. "Fault" shall include the sale of defective or non -conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONT RIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE : The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only . The successful f irm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension op tions and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (1 4) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City w henever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A - VII or better . The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorse ments naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, s hall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liabil ity Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any rea sonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter o n any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and pruden t by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self -insured retentions, if any, stated in policies. All deductibles or self -insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the C ontract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requir ements are contained in the solicitation instrument. 33. CLAIMS : If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, sui t, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton C ity Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES : Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under t he Contract shall be in writing and shall be deemed DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon re ceipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party m ay notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL : All material submitt ed by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS : The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deli verables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of a ny kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expe nse, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contracto r’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City’s behalf. Further, Contractor a grees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY : In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know -how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Info rmation is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its e mployees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the pri or written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided t he Contractor promptly notifies the City before disclosing such DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIV ERABLES : The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter t o the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to exe cute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the Contractor for the City and the City shall own all copyrights in and to such delive rables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverable s not be considered works made -for - hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, t itle, and interest in and to such deliverables. With respect to such work made -for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and delive r a work -made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protect ion, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall contin ue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same s ecret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS : All published material and written reports submitted under the Contract must be originally developed material unless otherw ise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING : The Contractor shall not advertise or publish, without the City’s prior DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 consent, the fa ct that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES : The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, broke rage or contingent fee. 42. GRATUITIES : The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contrac t. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities . 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS : No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision -making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary acti on up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questio nnaire. 44. INDEPENDENT CONTRACTOR : The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and unde rstands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any othe r City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at th e general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT -DELEGAT ION : The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER : No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver o r renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party sha ll operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIO NS : The Contract can be modified or amended only by a writing signed by both parties. No pre -printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of th e Contract. 48. INTERPRETATION : The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be re levant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provi sions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION : A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a st atute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Ea ch party shall include, at a minimum, one (1) senior level individual with decision - making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thir ty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in whi ch event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to a ct as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calen dar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the dat e of the first DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise as sist them in the mediation. 50. JURISDICTION AND VENUE : The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclus ive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INV ALIDITY : The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provisio n that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS : The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, exclu ding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON -SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub -awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Con tract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Pr ocurement and Non -Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the groun ds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor , the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty -free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactur ed in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy Ame rican Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consid er for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 57. RIGHT TO INFORMATION : The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATE S: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD -2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Re spondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both feder al and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100 -690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug -free work environment; and the final rule, government -wide requirements for drug -free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERN MENT PROPERTY: The Respondent shall be liable for all damages to government -owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notif y the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possibl e without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the cir cumstances causing the non -performance or delay in performance. 65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREI GN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton o f any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedenc e over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 E xhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSENTATION REQUIREMENTS Upon contract execution , all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafte r. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasi ng Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of th e Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better . Any deductibles or self -insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self -insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment o f losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusi on of more than one insured shall not operate to increase the insurer's limit of liability. DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit p roviding for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required in surance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insuran ce is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X ] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form pr operty damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (prefe rably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mob ile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non -owned autos. [ ] Workers ’ Compensation Insurance Contractor shall purchase and maintain Workers ’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured " but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers ’ Compensation Commiss ion (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance pol icy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insur ance company that carries the Contractor's liability insurance. Policy limits will be at least $5 00,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environme ntal liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the exis ting CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all em ployees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commissio n, or a coverage agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the proje ct - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees . This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Servic es" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage ve ndors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the cont ract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmen tal entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the cov erage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a pers on may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of t he coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is represen ting to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classifi cation codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self -insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading informati on may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Th e contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the government al entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Contract # 5972 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract u nless th e Contractor submits a disclosure of interested parties (Form 1295) to the C ity at the time the Contractor su bmits the signed contract . The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and n otarize the Form 1295 6. E m ail the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award . Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days . DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Cover Sheet RFP # 5972 - Compensation & Classification Study for Non -Civil Service Employees Ulibarri -Mason Global HR, LP 3010 LBJ Freeway Suite 1200 Dallas, TX 75234 Contact: Dr. Daniel Ulibarri Phone: 469 -767 -1772 Fax: 214 -764 -9683 www.umglobalhr.com Email: danu@umglobalhr.com Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Item #Description of Services Cost of Service Anticipated Work Hours to Complete Task 1A Flat fee for completing Project 1 with Option 1 57,947.40 $ 438 1B Flat fee for completing Project 1 with Option 2 77,527.80 $ 586 1C Per hour rate for ad hoc consulting services 150.00 $ 2 Flat fee for completing Project 2 (see Miscellaneous cost below)34,560.00 $ 256 Total Cost of Services - with Option 2 $ 112,087.80 * 10 % Discount applied to pricing. City is opting to complete Project 1 and 2 Pricing Sheet RFP 5972 - Compensation & Classification Study for Non-Civil Service Employees Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 1 of 35 Table of Contents CHECKLIST _______________________________________________________________ 2 ATTACHMENT A -BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS ____________ 3 1. Contact Information : _______________________________________________________ 3 2. Subsidiary of: ____________________________________________________________ 3 3. Organization Class (circle): __________________________________________________ 3 4. Tax Pa yer ID#: ___________________________________________________________ 3 5. Date Established: _________________________________________________________ 3 6. Historically Underutilized Business: ___________________________________________ 3 8. D etailed listing of all products and/or serv ices that your company provides: ____________ 3 9. Has your company filed or been named in any litigation ? __________________________ 4 10. Have you ever defaulted on o r failed to complete a contract? ______________________ 4 11. Have you ever had a contract terminated b y the Owner? ___________________________ 4 12. Has your company implemented an Emp loyee Health and Safety Program ? __________ 4 13. Resident/Non -Resident Bidder Determination: __________________________________ 4 14. Details About UM Global HR LP Per Evaluation Criteria __________________________ 5 15. UM Global HR LP’s Qualifications Per Section 3 of Main Document ________________ 10 ATTACHMENT A – SUPPLEMENTAL QUESTIONS ______________________________ 13 16. Brief Company History ___________________________________________________ 13 UM Global HR Brief History _______________________________________________ 13 17. Proposed Team Assigned to this Project. _____________________________________ 14 18. Availability: ____________________________________________________________ 15 19. Work Plan and Methodology _______________________________________________ 16 Methodology ___________________________________________________________ 18 Our Initial Opinion _______________________________________________________ 18 Scope of Work Project One _______________________________________________ 18 Internal Structural Analysis of Career Ladder Pay Plans _________________________ 21 20. Time Schedule: _________________________________________________________ 26 21. Price Proposal: _________________________________________________________ 27 Option 1 ______________________________________________________________ 27 Option 2 ______________________________________________________________ 28 22. Project Lists: ___________________________________________________________ 30 ATTACHMENT B -SUBMISSION EXCEPTIONS __________________________________ 31 ATTACHMENT D -REFERENCES _____________________________________________ 32 ATTACHMENT E -CONFLICT OF INTEREST QUESTIONNAIRE ____________________ 34 ATTACHMENT F -ACKNOWLEDGEMENT ______________________________________ 35 Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 2 of 35 Checklist COMPLETED TASKS Check when Completed Task to be Completed by Respondent ✔ Exhibit 1 – Pricing sheet ✔ Review Exhibit 2 – General Provisions and Terms and Conditions ✔ Review Exhibit 3 – Scope of Work/Technical Specifications ✗ Review Exhibit 4 – Technical Drawings and Plans (if applicable) ✗ Submission of Exhibit 5 – FTP S ite Form (if applicable) ✗ Review Exhibit 6 – Federal Grant Requirements (if applicable) ✔ Cover sheet ✔ Solicitation number ✔ Solicitation name ✔ Firm name ✔ Firm address ✔ Contact name ✔ Contact phone ✔ Contact fax ✔ Website address ✔ Contact email address Solicitation Checklist ✔ Attachment A - Business Overview Questionnaire ✔ Document how firm meets minimum qualifications (Section 3) ✔ Detail to support evaluation criteria ✔ Attachment B – Exception Form ✔ Attachment C – Safety Record Questionnaire (if applicable) ✔ Attachment D – Reference Form ✔ Attachment E – Conflict of Interest Questionnaire Form – with signature ✔ Attachment F - Acknowledgment ✔ Acknowledgment of Addenda ✔ Submission signed by authorized officer, in the orde r specified below Hard Copy Submission: If submitting a hard copy, the City requires one (1) original and four (4) copies, with the pricing sheet submitted electronically in excel or emailed in excel to Ebids @cityofdenton.com with the Solicitation # and name in the subject line. ✔ Electronic Submission: If submitting an electronic proposal only, email to Ebids@cityofdenton.com with the Solicitation # and name in the subject line. The pricing sheet (Exhibit 1) must be in excel format. Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 3 of 35 ATTACHMENT A -BU SINESS OVERVIEW QUESTIONNAIRE AND FORMS 1. Contract Information (for formal contracting purposes): The following information will be used to write a contract, should your firm be selected for award. • Firm’s Legal Name: U libarri -Mason Global HR, LP. Doing business as UM Global HR • Address: 3010 LBJ Freeway, Dallas, TX 75234 • Agent Authorized to sign contract (Name): Daniel Ulibarri, PhD, President • Agent’s email address: danu@umglobalhr.com 2. Subsidiary of: Ulibarri -Mason G lobal HR Management, Inc. 3. Organization Class (circle): Partnership Corporation Individual Association 4. Tax Payer ID#: 20 -2423821 5. Date Established: October 2004 6. Historically Underutilized Business : Yes or No 7. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes or No, in which? State of Texas - Dallas. Owners are residents of Denton County. 8. Please provide a detailed listing of all pro ducts and/or services that your company provides. • Human Resources Consulting • Organizational Development and Reorganization • Compensation and Classification Research and Analysis with Salary Studies - local and national • Job Analysis and Job Evaluation § Interna l Equity Analysis and FLSA evaluations Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 4 of 35 9. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? NO! If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. 10. Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. NO 11. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). NO 12. Has your company implemented an Employee Health and Safety Program compliant with 29 CF R 1910 “General Industry Standards” and/or 29 CFR 1926 “General Construction Standards” as they apply to your Company’s customary activities? NO. Standards do not apply to our workplace. 13. Resident/Non -Resident Bidder Determination: Texas Government Cod e Section 2252.002: Non -resident bidder s. Texas law prohibits cities and other governmental units from awarding contracts to a non -resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas reside nt would be required to underbid in the non -resident bidders’ state. In order to make this determination, please provide the name, address and phone number of: a. Responding firms principle place of business: 3010 LBJ Freeway, Suite 1200 Dallas, TX 75234 b. C ompany’s majority owner principle place of business: 3010 LBJ Freeway, Suite 1200 Dallas, TX 75234 c. Ultimate Parent Company’s principle place of business: 3010 LBJ Freeway, Suite 1200 Dallas, TX 75234 Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 5 of 35 14. Details About UM Global HR LP Per Evaluation C riteria Experience The Principal Consultants and Senior Consultants of Ulibarri -Mason Global HR LP (UMGHR) have a collective experience that spans 30 plus years. These experiences are focus ed on knowledge and e xpertise -based project delivery. In other words, all our engagements are presented to us with unique challenges to which we tailor -mak e unique solutions. As an organization, UMGHR has been providing strategic compensation servi ces to governmental agencies, on Federa l, State, County and M unicipal levels since 1994 . Our services include: • Job Analysis and Job Description Development • Compensation, Benefits, and Classification Studies • Performance Assessment & Pay for Performance Consulting • Organizational Development and Strategic Planning • Transition, Ch ange Management and Implementation UMGHR employs 11 senior -level HR professionals and three office support staff who assist in the daily office management and research activities. Our consultants are degree holders, and are certified by professional bodies in Human Resources , Compensation, and Quality Assurance. Each of our Principal and Senior Consultants has over 1 0 years of senior level experience in compensation structure development, job classification, job analysis, organizational development, and HR tasks associated with the City of Denton’s scope of work. We have had the greatest opportunity to work with local governments and sta te agencies, whose services, departments , and size are similar to the City of Denton. We have worked with the Police and Fire Department in developi ng their compensation strategy. We also worked with magistrates, judicial branches, executive branches, and legislative branches of city and state governments. L atest projects we completed (Partial List): Name of Clients Projects City of Globe, Arizona Job Evaluation, Compensation Structure Development & Compensation Study for Fire, Police, Staff, Administrative Gila County, Arizona Classification and Compensation Study for the whole county Northern Arizona Intergovernmental Tr ansportation Agency (NAIPTA), Flagstaff, AZ Job Evaluation, Compensation Structure Development & Compensation Study North Texas Tollway Authority (NTTA), Plano, Texas Classification and Compensation Study University of Houston -Downtown Compensation Study for Staff, Police, IT, and Faculty Texas Medical Board Compensation Study for support staff Dallas County Community College Faculty Compensation Study Alamo Colleges, San Antonio, TX Faculty Compensation Study Truckee Meadows Community College, Reno, Nevada Faculty and Staff Compensation Study Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 6 of 35 Experience of Principal Consultants and Senior Consultants to be involved in this Project : Consultant Years Experience Providing Compensation Consulting Projects Handled Daniel Ulibarri, PhD , SPHR (Principal Consultant) 15 Job Evaluation, Compensation Structure Development & Compensation Study , Job Classification, HR Transformation , Faculty Compensation, E lectric Power and Gas Industry C ompensation study, Higher Education Compensation Study Elena Mason, CCP, SPHR (Principal Consultant) 12 Job Evaluation, Compensation Structure Development & Compensation Study, Job Classification, HR Transformation , Faculty Compensation S tudy. Joyce Howell, PHR (Senior Consultant) 15 Compensation Study for support staff J ames Litrownik, MA (Senior Consultant) 15 Classification and Compensation Study Delivery The delivery of our services are predicated upon strong Quality Management and Quality Assurance program s that we share with our clients. We provide our clients with communication tools, web application tools, escalation process, and post -delivery services. In particular: Communication Tools – Project Dashboard : We provide web accessible, interactive project dashboard and calendaring solution. The objective for having these tools is to make information exchange possible and seamless among project delivery teams , both from client’s side of the house and ours. More specifically, our project dashboard provides visibility into the project’s milestones, outstanding delive rables, deadlines, downloadable reports, gauges, and process owners. The calendaring application ensure that everyone involved in the project is aware of project schedules, including critical dates such as presentation s to Executive groups , Council Members , Department Heads, Supervisors, and/or employees at large. Given that the HR Department at City of Denton is currently very busy with another sizable concurrent project, our project dashboard and calendaring web interface will be invaluable tools to have for this project. Our dashboard and calendaring solution are provided to our clients for the duration of the project free of charge. Secured File Transfer Protocol (SFTP ): The purpose for providing this tool is to make sharing of large or big data and doc uments easier by having the ability to upload and download documents. Our SFTP sites are provided to our clients for the duration of the project free of charge. Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 7 of 35 Communication Strategy As indicated in the RFP, we understand that project oversight and mana gement from the City’s side of the house will be minimal, due to another critical project that is taking place at the same time. For this reason, we recommend a communication approach that would ensure this project is delivered on time, complete, and above all at a quality that exceeds expectations. Such communication approach involve: 1) Necessary interactions between Consultants and City of Denton’s HR Department - The use of our project dashboard for managing projects, tracking project tasks, deadlines, and milestones will be invaluable to this project. o Documents such as: i nitial finding s , draft reports, and spreadsheets will be uploaded by us on the dashboard for the City HR Department’s review. HR Department will be notified by email every time new repor ts are available. HR can download the documents and if everything is satisfactory, there will be a checkmark for HR to click, along with digital signature, to signify HR Department’s approval of each document. o We can also provide a public project dashboard , where employees can see the progress of the project. We noted that the Scope of Work calls for a communication strategy that allows the City of Denton to be as transparent as possible. - The use of our calendaring application for schedule tracking will be very useful. - The use of our SFTP will ease data collection and data transfer. - The use of web -meeting will be easier to manage , since participants can multi -task even in the middle of a web -meeting. o For periodic updates, we recommend that a twice a month we b-meeting with the HR Department’s project manager be carried out. o In as much as project dashboards are excellent tools for putting visibility into the project, a web -based interaction will be highly beneficial as well . This is important since first -hand guidance and advise from the HR Department’s project manager will ensure that we as consultants are going in the direction that the City actually wants. o A twice -a-month web -based meeting for at least 1 ½ hour each is desired. 2 ) Communication with Departmen t Heads and Supervisors Our assumption at this point is that the City’s Job Descriptions are all current and available for all existing job positions. However, there might be recent changes to job duties that are significant enough that it would require an d update of job description s. For this reason, we reco mmend that a communication line among consul tants, Department Heads and Supervisors be opened. Other than discussions about job duties, UM Global also recommends that D epartment Heads and Supervisors b e informed about the project. Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 8 of 35 We recommend meeting with them once, in the beginning of the project, and once prior to the conclusion of the project. We also recommend providing them with lower -level access to the project dashboard. They can see tasks and update that concern their own department only . It is important that we have the support and buy -in of the Department Heads and Supervisors, especially if we find that it is necessary to change the current salary structures and job classification. 3) Communi cation with Employees at Large & Message Delivery Method UMGHR will gauge the appropriateness of delivery method that will depend upon the availability of target audiences, levels of seniority, and job classification. These methods can be either one of the following, or a combination of all: • Regularly scheduled Meetings with HR and other Department Heads • Project Dashboard • Town -Hall Meetings with staff level employees (In keeping with the RFP’s statement that the City wishes to maintain transparency) • Chevr on set up presentations with Supervisors and Managers • One -to -one Interviews with Senior Managers and Executives 4 ) Communication with and Presentations to Executive Team and Council Members As required by the project, UM Global HR’s Principal C onsultants w ill set aside time and dates for presentations and executive updates to both the Executive Team and the Council Members . All materials will be submitte d to the HR Department at least 5 days prior to any presentation. 5 ) Quality Management and Quality Assur ance The Principal Consultants of UM Global HR are both SPHR Certified (Senior Professional Human Resources). In fact, one of them is a Certified Quality Management System Auditor. We will provide the City of Denton the following Quality Management and Qu ality Assurance protocol throughout the project’s life cycle. Corrective Action Preventive Action (CAPA) a. Corrective Action As part of our standard project management approach , any feedback from the City regarding this project will be given 100% attentio n. Questions will be responded to within 1 hour of receipt by email, and 2 hours of receipt by web -based form (can be found in the dashboard). All feedback are recorded for improvements and immediate resolution . Additionally, our corrective action protoco l will be visible on our reports when necessary. We typically include this part in the internal equity analysis portion of the project, since it normally involve Federally regulated acts. b. Preventive Action Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 9 of 35 Preventive action will include consultants’ str ict compliance to the City’s standard contractor rules and regulations, as well as observance of Federal Regulations regarding compensation (FLSA, ADA, Title VII, and ADEA). c. Proper Training For Sustainability and Response to Requests for Assistance Befo re the completion of the project, UMGHR will provide the City of Denton’s HR Department all necessary training, manuals, and toolkits to carry on with any new processes , structure s , procedure s , or program s that we may recommend. We keep tab of HR’s self co nfidence to independently administer our solutions by recording all requests for assistance . All requests for assistance are replied to immediately at no extra costs, 6 (six) months after project completion. UMGHR considers requests for assistance as minor amendments to new processes, structures, procedures, or programs, m inor updates to e mployee data, or follow up questions from employees. Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 10 of 35 15. UM Global HR LP’s Q ualifications Per Section 3 of Main Document Ulibarri -Mason Global HR LP (UMGHR) is a huma n resources and organizational development consulting firm located at 3010 LBJ Freeway, Suite 1200 Dallas, Texas. UMGHR operates as a limited partnership owned jointly by Dr. Daniel Ulibarri and Ms. Elena Mason , and organized as a State of Texas registered business. We are a Texas HUB company with certification number 1202423821900. We are also a minority owned Small Business Enterprise certified by North Central Texa s Regional Certification Agency . The firm was founded in 1994 and renamed in 2004 followin g Elena Mason’s joining. The firm was established w ith the purpose of offering organizational development consulting , compensation, and human resources methodologies designed for today’s thinking and knowledge -based work environments. Since 2004 we have co mbined our resources, talents and expertise to provide services to colleges and universities, public sector agencies, municipalities, and non -profits. We are financially sound, fully insured with Professional Liability, General Liability, and Worker’s Comp ensation Insurance. Our Firm’s Qualifications Experience with municipalities , and other local governments and public agencies : a) City of Globe, Arizona (From 2014 to 2015) For the City of Globe, UMGHR provided job evaluation, classification, and compensa tion study. We analyzed all the jobs in the following departments: Water Utility Department Police Department Public Works Department Planning and Zoning Department Recreation Department Legal Department Library Fire Department Globe Active Adult Cente r Finance Department Besh Bagowah Archeological Park Administration Department b) Gila County , Arizona (From 2013 to 2015 with contract renewal ) For Gila County , UMGHR provided job evaluation, classification, policy development, internal equi ty analysis and compensation study. We analyzed all the jobs in the following departments: Assessor Board of Supervisors Clerk of the Board Community Development Community Services Constables County Attorney County Manager Courts Elections Finance Fiduciary Health and Emergency Services Human Resources Library District Public Fiduciary Public Works Recorder School Superintendent Sheriff Treasurer Administration Department Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 11 of 35 c) Paci fic Gas & Electric (PG & E) For PG&E , UMGHR ’s Principal Consultant, Dr. Daniel Ulibarri served PG&E as the Director of Human Resources, with wider focus. While at PG & E, Dr. Ulibarri handled projects involving compensation study, training and testing pr og ram development for PG & E’s R evenue Protection department. PG&E is the largest privately own gas and electric company in the United States. d) Coconino County UMGHR Performed job analysis, job description review and salary schedule design for county tra nsportation department (see # 1 above). We performed transition and communication activities to move employees and all functions from a county department to an independent transportation agency with 100% transition of employees and HR functions. e) Norther n Arizona Intergovernmental Public Transportation Authority We conducted three projects for NAIPTA under separate contract s in the past five years, all involving compensation structuring, benefits, and variable pay studies. In the course of our engagement we have worked with the Arizona Retirement System (ARS), Northern Arizona Employee Pension and Benefits (NAEPEB) to jumpstart NAIPTA’s retirement and health coverage system. f) North Texas Tollway Authority (NTTA) We performed r eview of job descriptions and compensation salary structure for over 600 exempt and non -exempt employees. Conducted internal equity analysis, FLSA analysis and IT market study, and a targeted market compensation study for IT professional positions. We also conducted a targeted com pensation study of statewide IT positions. Results: New -hire strategies and adjustments to placement policies for specific graded IT positions. I dentified 11 of 16 IT positions below market midpoint, consistent with IT’s concern that certain positions were undervalued , and that the prior market study misgauged the value of these positions in the market. FLSA analysis validated that classifications for all but two non -exempt positions were correct . All exempt positions were correctly classified. R eviewed NTTA’s compensation structure and job descriptions for a t otal of 168 managerial level jobs . Our point -factor analysis indicated the structure was sound and could be further improved by incorporating job worth values into pay strategies. Our internal equi ty analysis identified 96 positions out of sync with the compensation structure of positions within the same grade. Of these 25, were paid lower than peers of equal job grade, years of experience, or job valuation scores. NTTA Human Resources investigated these positions and made corresponding corrections if needed. g) Dallas Area Rapid Transit System (DART) Three Contracts : (1 ) comprehensive job analysis, review of job descriptions, job title consolidation, and pay/grade structure review; (2 ) analysis of career ladder programs , compensation and job alignment; (3 ) organizational analysis of classification hierarchy, span of control and reduction from 9 to 6 management levels. We conducted a comprehensive J ob Description review and point -factor analysis of over 220 job titles, with recommendations for consolidation. The analysis included documenting inconsistencies in job duties and responsibilities for equivalent management titles, and identification of positions with job duties not aligned with DART’s comp ensation structure. Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 12 of 35 We completed a comprehensive review of DART’s disparate Career Ladder programs operated by different business units. We provided a procedure and implementation plan for aligning policies and practices for selection and application, with emphasis on bringing business unit compensation practices in -line with each other and with DART’s compensation system. This was accomplished with buy -in from line -staff and HR as well as with Legal, Transportation, and Fleet Maintenance business units . Client Name: Alamo Colleges — Five -Year s trategic compensation study, including market analysis, peer comparisons, and transition of faculty compensation structure from a step salary schedule to a new range schedule developed by UMGHR , with targeted facult y salary adjustments for seven faculty salary classifications for five colleges: 1) San Antonio College; 2) St. Philips College; 3) Palo Alto College; 4) Northwest Vista College; and 5) Northeast Lakeview College. To create our solution we reviewed compens ation policies, practices, and made market comparison against the largest Texas community colleges. Comparison colleges were 12 Texas community colleges and three out -of -state community colleges. Recommendations : Increase credit for prior experience from 3 to 5 years the first year, and to 7 years thereafter to be competitive with the top colleges. Make salary comp ression adjustment to due to a lack of increases for the last three years. We provided percentage increases per salary classification to target increases where needed, rather than across the board . I certify that our firm meets the minimum qualifications as stated in this Main document, Section 3. Signature Company Date Ulibarri -Mason Global HR LP November 18, 2015 Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 13 of 35 ATTACHMENT A – SUPPLEMENTAL QUESTIO NS 16. B rief Company History a. Staff s ize: Twelve: Two General Partners, 1 receptionist, and 9 project based consultant b. Principal business location and other service locations: Dallas, TX c. Primary line of Business: Hum an Resources Consulting: “Compensation and Classification Research and Analysis” d. Length of time firm has been providing proposed service(s) described in this RFP. Going on 12 Years. Incorporated in Dallas, TX Oct, 2004 e. Number of locations and where propo sed services are in use. UM Global HR is located in Dallas, TX. We have provided service and our results are being used in Texas at Houston, San Antonio, Austin, Dallas, Plano, El Paso, Lubbock, and San Angelo. In Arizona at Flagstaff, City of Globe, and Gila County. In Las Vegas and Reno, Nevada. UM Global HR Brief History Ulibarri - Mason Global HR, LP (UMGHR/UM Global HR) is a full service HR consulting firm located in Dallas, Texas. Founded in 2004, our purpose is to provide senior -level strategic h uman resources compensation and job classification consulting research and services to public organizations. UM Global HR is a minority owned and Texas HUB certified small business. We focus on selected projects for which we think we can provide added va lue and significant benefits to the organization, its human resource capital, and compensation strategies. Because we are small we focus on one to three projects a year, or fewer if the project is multiyear, full service (Salary Plan, Job Classification, Job Descriptions and Salary survey), or involves more than 600 employees. Because of our prior work in HR Transitions, mergers, and acquisitions in which fast turnarounds are necessary, we have developed skills in conducting compensation studies in a short amount of time and thereby are experienced with completing projects with 3 to 6 month timeframes. Since 2004 we have conducted several compensation and benefits studies for both public and private sectors with the largest clients representing Texas Tech University System with over 9,000 employees, two Universities, Health Sciences Centers and hospitals, an academic university, and correctional health facilities and Alamo Colleges representing five separate colleges over a 3 to 5 years period with two co ntract extensions. We also performed compensation, classification and market studies for NTTA, DART, University of Houston, Downtown, Alamo Colleges, with additional compensation studies for middle size organizations with less then 1,000 employees as wel l as several smaller municipalities (city and county) and state government agencies in Arizona and Nevada. Jobs include utility, medical, educational, public transportation, city and county governments as well as university staff and faculty studies. We focus on identifying our client’s primary challenges and problems (both real and imagined) and on conducting rigorous research studies with significant client input and involvement (who knows the issues better?), to develop unique solutions specific to th e organization. We do not use off the shelf solutions as each client’s situation is different and thus requires different solutions. Our approach and method for implementing compensation strategy are sensitive to external factors such as: size of populati on served (tax -base), direct local and regional competition, Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 14 of 35 organizational objectives, and community perceptions, as well as available resources. We are also cognizant of internal issues that typically come from employee perceptions on equity, policies on internal career movement, promotion, demotion, initial placement, and structurally induced salary compression. With external and internal drivers taken into account, we provide sustainable models and easy to administer processes and procedures that we tai lor -make to address our clients’ individual unique needs. We provide access to our cloud -based “Statistical Job Evaluation and Compensation System” (SJECS); developed by the partners of UM Global HR for transparent and objective evaluation of jobs. Finally , we provide a cognitively and quantitative based system for evaluating and comparing jobs based on the combination of cognitive and skills -based requirements for comparing and measuring job value. This proprietary system was developed by Cognitive Psycho logist, Dr. Daniel Ulibarri, President, and Ms. Eléna Kwong Mason, Sr. Vice President of UM Global HR and is especially suited for today’s technology and knowledge based positions that require thinking and problem solving in the workplace. 17.Proposed T eam Assigned to this P roject. N ames, titles, experience with this type of project, and period of service with the firm. Project Lead: Daniel Ulibarri, PhD/SPHR, President and Partner of UM Global HR Dr. Ulibarri has over 25 years experience in human resour ces, including 5 years in senior HR positions at Pacific Gas & Electric, Co, in San Francisco, the largest privately own utility in the Unite States. Dr. Ulibarri graduated from the University of California, Berkeley and was International HR Vice Presiden t for Affiliated Computer Services (now Xerox) in charge of HR in Europe, Middle East, Asia Pacific, Mexico, Central America, and Canada. Dan has overseen all UM Global HR projects as project lead and primary contact. Dr. Ulibarri is a Managing Partner o f UM Global HR and is involve in every project as Principal and Project Lead. We do not use subordinate staff. Dr. Ulibarri’s expertise is on statistical analysis, cognitive psychology, and compensation research and analysis. Project Co -Lead: Eléna Kwong Mason, CCP/SPHR, Sr. Vice President and Partner of UM Global HR Ms. Mason has over 20 years in international HR, compensation and classification, and as project co - lead on all of UM Global HR projects. Ms. Mason is co -owner and General Partner of UM Global HR since 2004. Ms. Mason’s principal expertise is total compensation, job classification, salary plan evaluation and development, market studies and business analysis. Eléna graduated from the University of Hong Kong in Business and Human Resources. She has been a Certified Compensation Professional for more than 10 years and is Quality Assurance (RABQSA) Certified Consultant, expert in ISO9000 . Ms. Mason oversees all salary plan evaluations and development as well as market analysis and research. Sh e is particularly adept at obtaining benchmark organization participation as well as employee census so that actual databases are used in all of our analysis. She is familiar with all aspects of compensation, salary structure, and classification best prac tices, as well as with published and private databases locally and nationally. Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 15 of 35 Jim Litrownik, MA, UM Global HR Senior Analyst and HR Consultant Jim has over 25 years experience in compensation and classification research. He served as senior research an alysts for the University of California System in charge of compensation for the 10 universities in the California system, including UC Berkeley, UCLA, UC San Diego, UC San Francisco, and UC Sacramento to name a few. Now retired, Jim has worked with UM Gl obal HR for over 5 years conducting job evaluation analysis for the UHD, TTUS, Gila County Government, Nevada Community Colleges in Las Vegas and Reno. A fellow graduate of UC Berkeley with an MA in cognitive development and Research Statistics, he has wo rked with Dr. Ulibarri and Ms. Mason on developing unique solutions for all our clients in the past five years. Joyce Howell, BA/PHR, UM Global HR, Senior Compensation and Benefits Consultant Ms. Joyce Howell has over 25 years experience in compensation a nd classification research in the public and private sector, including the City of Irving and Dallas County. Joyce served as HR Manager of Compensation and Classification at Affiliated Computer Services in Dallas, TX. She has worked with Dan and Eléna fo r over 8 years doing compensation and benefit analysis, job analysis, job descriptions, FLSA and total compensation and benefits work. Over the past five years Joyce worked on UM Global HR projects for UHD, TTUS, NTTA, and DART. She has been a consultant with UM Global HR, exclusively since 2011. 18. Availability: A brief statement of the availability of each designated personnel to undertake the proposed project. Please include a statement of where the actual work will be performed (e.g., on -site, off -site, or a combination). UM Global HR certifies that Dr. Daniel Ulibarri and Eléna Mason will be assigned to the project at 100% for the duration of the project. Jim Litrownik and Joyce Howell are assigned up to 50% (or more if needed) on a project/task basis. Worked performed by UM Global HR will be performed in a combination of off -site and on -site as needed to carry out the duties of the project. UM Global HR is located 28 miles south of the City of Denton at the corner of (I -34W & I -635W). It is a direct route to the City of Denton. Additionally, Dan Ulibarri Eléna Mason reside in Lewisville, TX just 19 miles from the City and can be available on - site as requested. Dr. Ulibarri and Ms. Mason will conduct all interviews, meetings and presentat ions (with Joyce Howell) on -site. Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 16 of 35 19. Work Plan and Methodology I n compliance with the City of Denton’s Scope of Work document, we describe our Work Plan and Methodology below . We have 5 basic steps that cover all the project tasks listed in the RFP document. These steps resonate with the City’s desired sequence of events. These include: (1) Jump -Start, (2) Due Diligence (3) Strategy Development & Communication Plan (4) Implementation Planning (5) Implementation The purpose of the due diligence, and steps 3 & 4 is to describe the scope and approach, determine the resources needed, and create a high -level plan for implementation. These phases set the stage for the implementation of the project. Input , feedback, and approvals are solicited largely from the City’s Project Manager as well as other relevant stakeholders , such as the City’s Leadership. The manner in which issues and scope changes will be communicated and managed is defined in the communication planning stage. Steps 1 through 4, focus on needs and gaps analysis while Step 5 focuses on implementation. Figure 1: PROJECT ONE WORK PLAN Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 17 of 35 Figure 2: PROJECT TWO WORK PLAN Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 18 of 35 Methodology In keeping with the Scope of Work and to assist the City of Denton in addressing the challenges described on page 7, UMGHR proposes its unique and proprietary methodology for all the majo r tasks outlined in the Scope of Work. The methodology centers around the following critical areas : 1. Strong Communication Strategy 2. Salary Structure Audit 3. Career La dder Reviews 4. Job Analysis and Job Evaluation 5. Communication Tools Our Initial Opinion In our view, the challenges as elucidated on page 7 are intuitive and are the direct result of more than just the career ladder levels (or rungs) structural problems. The y are also the direct result of increasingly high demand for skills and talents that the labor market is willing to increase pay rates to obtain such skills and talents. Internally, several other areas also come into play that can and often contribute to compression. Some of these other internal factors are: Policy on hiring, policy on training, policy on promotion, salary placement for new hires, policy on grade differentials, policy on transfers, policy on base - building merit pay, and practices and cultu re. Compression issues can quickly turn into inversion issues (which is a much serious case), particularly if a specific department has had vacant positions for so long, that it must hire the next available suitable candidate at a higher rate and thereby rendering the salaries of those whose incumbency and seniority are longer at a lower rate. UMGHR is proposing to the City of Denton, a methodology that is well rounded, addresses compression issues from structural, policy, and systemic points of view. We provide highly defensible data -intensive results that many public organizations that we have helped in the past still utilize today. Scope of Work Project One 1.1. Review Current Compensation Philosophy and Objectives Our review process of the City of De nton’s Compensation Philosophy, Objectives, and Compensation Strategy will focus on analyzing the following records: a. Historical turnover r ates per department since 2007 (the year the salary plans were implemented) b. Exit interview records (when available) c. Communication delivery method of information pertaining to Total Rewards d. Review records for training and certification e. Review records for apprenticeship f. Employee perceptions (to be obtained through Managers, or Department Heads) g. Interviews with selected em ployees, supervisors from each pay plan h. Review of past compensation studies and reports leading to the current pay plans. Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 19 of 35 Expected Results The next course of action will depend largely on what we will conclude from analyzing the data above. Additionally, the results of our internal and external equity study will also inform the need to revise or re -write the City’s compensation philosophy , objectives and strategy. A preponderance of compression cases as well as lagging market position for “hard -to -fill” j obs (e.g. Electric / Energy Market group) will trigger a revision or a complete re -write of compensation philosophy, objectives, and strategy. 1.2 . Review and Analyze Market Data for the Career Ladder Pay Plans We will look at the data already available a t the City and work with the City to determine if a full - scale market study is necessary. Generally, we will see the report date of the market database already at hand and discuss if the City is agreeable to age the data. We can then supplement the existi ng salary data with recent ones, depending on the ‘N’ or number of incumbents surveyed for a particular job . 1.3. Review, Analyze, and Recommend “Best Practice” Pay Practices With various industries that are represented in full -service cities in mind, UMG HR will first conduct a salary structure audit of all the Career Ladder Pay Structures. However, based on our initial look and based on the information given by the RFP document the following are our professional opinion: a. The range spreads for the lowest level of the Career Ladders for Electric General and General are very narrow at only 31%. b. Along the same note, the highest level’s range spread is only 50% c. These very narrow spreads could cause several employees with long -term incumbency (tenure) to top -o ut very quickly. Especially if the incumbent stays in the same job position for very long. d. Without the benefits of knowing the City’s policy for promotion and advancement through the career ladder, we assume that incumbents move through the ladder by virtu e of incumbency or tenure. e. Promotion or movement through pay grades (i.e. Career Ladder Pay Grades) by virtue of years of service alone is not a very good strategy, particularly if an organization has not defined initial placement strategy, response to labor demands, and if an organization has not placed importance on experience gained inside while on the job. UMGHR’s Method For Completing This Task With various industries that are represented in full -service cities in mind, UMGHR will first conduct a sal ary structure audit of all the Career Ladder Pay Structures. i. We will only gather data from organizations that the City confirmed and qualified as peers. ii. We will review the current structures’ vertical and horizontal lines. The vertical line will consist o f midpoint -to -midpoint progression and range differentials between levels in the same Career Ladder. The horizontal line will consist of interquartile range, percent progression between pay in the same level. The objective is to look for uniformity and inc onsistency. If there are more inconsistency than uniformity then this can be another reason for building a business case towards updating the salary structures. Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 20 of 35 1.4 Review and Analyze Actual Pay Practices (including a compa ratio analysis) We will cond uct an Internal Equity Analysis. Our focus in this area will be on Compounded Salary Growth Rate per employee, average differentials between supervisors and direct reports, and salaries based on the complexity of jobs as well as years of service or incumbency. Additionally, we will p rovide the City with three types of compa -ratio Analysis. i. I ndividual compa -ratio, which compares the incumbent’s salary against his or her own department’s salary average. ii. Comparison of an incumbent’s salary against other incumbents in the same job title. iii. The third compa -ratio analysis will compare an incumbent’s salary against other jobs in the same level. 1.5 Make Recommendations for Adjustments to City’s Wage/Salary S tructures The results of our work in 1.3 and 1.4 will h elp in designing alternative structures, since the analyses already completed in 1.3 and 1.4 can reveal areas that we need to address through proper structuring. Option 1 Our recommendations under Option 1 will include our findings and rationale for recom mending alternative structures and will take into account the following: • Base pay line policy: UMGHR will utilize best practices in establishing the base pay line policy. • We will use the midpoint rates for each career ladder as the base line for potential ly updating or developing alternatives. • Geometric midpoint to midpoint progression per grade • Differences in salaries between supervisors and direct reports • At least three (3) financial models will be provided to the City • The models will detail the recommended changes to the structure, the strategy for implementation, as well as the financial impact associated with any adjustments to salaries. Option 2 Under option 2, we will provide the City with alternative (new) structures . We will determine if the City’s current class system will support or can be integrated with our recommended structures. • We will conduct job analysis and recommend a job classification and hierarchy for all classifications • We will review all existing job descriptions for FLSA Compliance • We will assist in the creation o job descriptions that do not have one • For self sufficiency, we will provide the City with manuals and training Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 21 of 35 This portion of UMGHR’s proposal contains propriety materials. This portion is part of our OPTION 2 methodology . Conduct a job analysis and recommend job classifications and hierarchy for all existing job classifications. UM Global HR’s technical review of the City of Denton’s pay plan will include a hierarchical analysis and comparison of Career Ladders an d job class placement in the pay plan. This tasks consists: 1) an external structural comparison against market metrics, policies, and job pay values; 2) an internal structural analysis of pay grades and job placement within pay grades; and 3) an internal structural analysis of actual data with “pay plan” range values, examined by career plans. Internal Structural Analysis of Career Ladder Pay Plans To better understand the City’s pay plans, UM Global HR will conduct a comprehensive review of each pay plan s using our proprietary “Levels of Work” structural evaluation methodology. UM Global uses this hierarchical analysis methodology to quantify jobs into 21 levels of increasing work complexity based on an assessment of the job’s predominant duty. This meth odology essentially converts Denton jobs and pay plans into a common metric on which they can be hierarchically compared. Once this is done, we can use the data to evaluate the questions and concerns as outlined in the RFP. This includes compression, int ernal equity, placement in pay grade ranges (range penetration), as well as job grade placement. This is important in organizations with separate pay plans and grade assignments. For example, the City of Denton’ General Pay Plan” tells us that there is a relationship between the seven (7) career ladders and job grades as shown in the Job Grade by Career Ladder table on the right. Job grades are aligned with a specific a career ladder. In other words, Business Operations – Ladder 1 is made up of “odd” num ber job in Grades 1 through Grade 9, and Technical Operations - Career Ladder 2 is made up of even numbered jobs in Grades 2 through 10. This is true for all grades with the exception of Grade 16, 16S, and 16M, in which there are jobs in two different car eer ladders. This structure would appear to present problems of the type specified in the RFP since vertical movement through the grades within the same career ladder requires skipping a grade. Thus, the traditional midpoint to midpoint comparisons (i.e., grade to next grade) is not meaningful. Moreover it is likely that this hierarchy contributes both to internal equity problems as well as to salary compression. Example Evaluation of the General Pay Plan Hierarchical Structure “Job Complexity Level ” i s a framework for organizing jobs into hierarchical levels of difficulty based on the Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 22 of 35 complexity of the work that has to be performed. This portion of UMGHR’s proposal contains propriety materials. This portion is part of our OPTION 2 methodology. • Jobs t hat are more complex take longer to complete, require more decision -making, present more unknowns, present more ambiguity, and require more alternative plans. • Jobs can be grouped into “time horizons” of how long it takes before the work product is complete d and can be evaluated • The time horizon is the longest time in which a worker has to make decisions before receiving input or feedback from their supervisor or client • Work complexity is based on cognitive research and adult learning theory The Job Complexi ty Level (JCL) system allows jobs to be quantified into hierarchical levels based on their level of work complexity. It is an objective and quantitative method used to match jobs for internal equity analysis and market comparisons, developed by Dr. Daniel Ulibarri, President of UM Global HR. The uniqueness of this methodology is that jobs in any discipline, content area, pay plan, or career ladder can be quantified so that job grade placement, internal equity and market comparisons can be made. UM Global HR’s Job Complexity Level and Rank (JCL+R): JCL is the classification of a job’s duties into one of seven levels of complexity defined by: • The time it takes to complete the longest task (time horizon) in which the individual uses their own discretion to p roduce an output without feedback from a supervisor or client • The nature of the work (manual, operational, coordinating, supervisory, tactical operational, tactical strategic, strategic) JCL+R is the ranking of jobs within each of the seven levels as Low, Medium, or High. JCL+R is based on the following elements in the job: • The education, training, experience, and certifications required of the job • The nature and type of office to which the position reports (for example, supervisor, manager, director, execu tive, judicial, etc.) • We use a classification system as well as a point -factor system to validate ranking within a complexity level. UM Global HR’s 14 F actor, O n -line Point Factor System And Job Complexity We use a comprehensive point factor job analysis system developed by Elena Mason, Sr. Vice President of UMGHR. The point -factor system allows for jobs within the same Level of Work complexity to be differentiated based on knowledge, skills and ability, experience, education and other ADA and FLSA factor s. It is used to further validate the differentiation of jobs within a level of work complexity into Low, Medium and High ranks . UM Global HR uses the organizations , job descriptions and our automated SJECS (Statistical Job Evaluation Compensation System ) to score each job. Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 23 of 35 This portion of UMGHR’s proposal contains propriety materials. This portion is part of our OPTION 2 methodology. UM Global HR’s 14 Factors for Job Evaluation (These are minimum job requirements): Factors 1 - 4 Factors 5 - 8 Factors 9-12 Factors 13 -14 (1) Knowledge (5) Supervision Given (9) Working Conditions (13) Supervision Received (2) Experience (6) Written Communication (10) Customer Interactions (14) Internal Interactions (3) Consequences of Errors (7) Oral Communication (11) Professional Credentials (4) Formal Education (8) Project Authority (12) Budget Responsibilities In the event job descriptions are not available or are not up -to -date, SJECs can be used to create a new or revised job description. If it is necessary to develop, revise or update job descriptions, the SJECS system allows for this. The result of combing job complexity level and point factor scores i s the conversion of each job’s job duties into one of 21 cells in a 3 by 7 Complexity level rank matrix a s shown below UM Global HR Job Complexity Leveling and Ranking JCLR © JOB COMPLEXITY LEVEL Compensation Rank Level I Level II Level III Level IV Level V Level VI Level VII Compensation Rank 1 (Low) 1.1 2.1 3.1 4.1 5.1 6.1 7.1 Compensation Rank 2 (Medium ) 1.2 2.2 3.2 4.2 5.2 6.2 7.2 Compensation Rank 3 (High) 1.3 2.3 3.3 4.3 5.3 6.3 7.3 Evaluation of City of Denton General Pay Plan Job Classifications in G0 1 through G 14 S We used on -line job descriptions to conduct a preliminary evaluation of 213 City of Denton jobs in Grades G01 through G 14 S in the General Pay Plan to illustrate how the methodology works. The results verify and validate the hierarchical structure of the General Pay Plan as well as the job grade placement for Ladders 1 and 2 for grades 1 to 14. The table below shows the number of City of Denton job titles in each grade that were rated at each JCLR. Highlighted cells indicate the number of jobs aligned with other jobs in their same grade. Boxed cells indicate the number of positions that are not aligned with other jobs in the same grade. For example, there are 14 job titles in G03. Twelve jobs are rated level 1.2, and two jobs are rated 1.3. Almost all the jobs in Grade 03 are level 1.2 , thus Grade 03 is of level 1.2 job complexit y. Any job in Grade 03 that is not 1.2 is flagged for review, which could mean updating job duties to align with other jobs in the Grade 03 reclassification , or red -lining the position from all but merit increases . Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 24 of 35 This portion of UMGHR’s proposal contains propriety materials. This portion is part of our OPTION 2 methodology. Job Classification of City of Denton Jobs by Grade and Job Complexity Level © Job Grade Job Complexity Level 1.1 1.2 1.3 2.1 2.2 2.3 3.1 3.2 Total G01 1 1 G02 1 4 5 G03 12 2 14 G04 1 25 26 G05 31 2 33 G06 2 30 32 G07 32 1 33 G08 2 21 23 G09 8 1 9 G09S 3 3 G10 7 7 G10S 3 1 G11 7 7 G13 11 11 G14 4 4 G14S 4 4 Cou nt 2 17 60 66 30 18 18 4 213 Note that Grade 02 is also level 1.2 with 4 of 5 jobs at that level. Thus, we can say that Grade 02 (Technical Operations - Ladder 2) and Grade 03 (Business Operations Ladder - 1) are equivalent . Similarly, Grades 04 (Techn ical Operations - Ladder 2 ) and 05 (Business Operations Ladder - 1 ) are equivalent at level 1.3 . We also found 2 jobs in Grade 05 (Business Operations Ladder - 1) that appear to be in a higher grade since they were rated higher. Since they are in the Bu siness Operations Ladder – 1, we would assume they would be moved, i.e., reclassified (if the rating is verified) to Grade 0 7 . Herein lies another potential problem with the pay structure. Reclassification of jobs in a career ladder means movement up two grades. In most organizations move is limited to one grade. As part of our analysis we will have to examine merging grades between the ladders or separating the Career Ladder I jobs and Career Ladder 2 jobs into separate salary schedules with similar gr ades. Under the current system, even though G02 is equivalent to G0 3, the entry level salary, salary range, and midpoints are different. We would want to examine the market data for these positions to see if this structure is still supported. If so, an argument could be made for separate salary plans, otherwise, merging of plans and grades may be a solution. The current system, produces both internal equity problems and compression problems. We have used this methodology at several city, county, univ ersity, community college and health agencies in Texas, Nevada, and Arizona to evaluate job grade alignment. At Texas Tech University System we conducted a job/grade classification analysis of over 9,000 positions to align job titles with grade levels in multiple pay plans (i.e., for the University, their Health Sciences Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 25 of 35 Centers in El Paso and Lubbock , Correctional Medical Health Care Services and Angelo State University ). In general , we find that up to 10% misalignment, so the preliminary results for the City of Denton are very good indeed at 5.6% (12 ÷ 213). The interesting result of this preliminary analysis (we evaluated on -line job descriptions) is that it appears to support the integrity of the City of Denton’s Salary Plan, Career Ladder and job clas sifications. However, as you can see from the table, we did flag some jobs for review of job descriptions and grade alignment. The basic principle is that jobs in the same pay grade should be of the same level of complexity. Deviations from these expe ctations are an indication that the pay plan’s hierarchical job structure is not aligned and that jobs are in incorrect pay grades. This approach is consistent with today’s emphasis on knowledge work, which is increasingly defined by the jobs level of thi nking complexity, by recognition of the individual’s contribution to the job, and the need for pay flexibility due to individual performance, geographic distinctions, hard to fill positions, or other factors that demand pay variations. The alternative is s ituation normal — where new job titles and embellished job descriptions are used to artificially justify higher pay. 1.6 Address range penetration compression issues between new hires and more tenured employees and make recommendations for resolution Our work in this area will focus on reviewing and documenting parts of policies in hiring, promoti on, career ladder mobility. The results of tasks 1.2, 1.3, and 1.4 will once again, be used for this purpose. Structural integrity in the form of range spreads, l evel to level progression, compa -ratios, as well as midpoint differentials between supervisors and direct -reports will be analyzed and reported. 1.7 Conduct financial impact analysis of implementing adjustments (Option 1) or new structure (Option 2) and m ake recommendations for alternatives. As customary to us, we will provide the City with 3 financial impact models. Scenarios can be configured to determine the amount and size of budgetary change due to changes in salary structures. 1.8 Make recommendation s for other compensation options (other than base pay) and cash incentives that are compliant with Federal and State laws and can be sustained by a municipality. As mandated by the Scope of Work, we will include in the survey a question that is designed to obtain information regarding pay, other than base pay and cash incentives. 1.9 Provide consulting services for administration of our compensation plan on an ad hoc basis. If this is not included as part of the compensation services pricing, please includ e an hourly rate for such services . Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 26 of 35 20 . Time Schedule: Provide an estimated timeline to complete the proposed work. Include the total number and types of meetings anticipated by the consultant that will affect the various groups of the City (Human Resources, management team, etc.) during the course of the work. Also include the number of hours anticipated of the City staff. Project From To Types of Meetings Total Number Involve Number of Hours Each Meeting Project One Jan 2016 April 2016 Kick -off Meetings In Person 1 time Management Team, HR Web -Meeting Updates 4 times HR Project Announcement 2 separate occasions, 1 day Managers, Supervisors 1 hour Job Description Reviews Depend s on the number of missing Job Descriptions Ma nagers, Supervisors Depends on the number of missing Job Descriptions Presentation with Q & A 1 Executive 1 hour Presentation with Q & A 1 Council Members 1 hour Project From To Types of Meetings Total Number Involve Number of Hours Each Meetin g Project Two March 2016 April 2016 Web -Meeting Updates 4 times HR 1 hour Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 27 of 35 21 . Price Proposal: The total estimated cost was determined according to the format of the excel pricing sheet. To get project estimates for Project 1 and Project 2, we estimated the number of hours that would be required for each of the tasks specified in the RFP for Project I and for Project 2 and costed them out at a rate of $150 per hour, which includes all overhead and expenses. The costs were determined as follow s: Option 1 The total hours for Project 1, Option 1 also includes hours from Option 2 tasks that will have to be completed under Option 1 but are not listed as such in the RFP. These are: 1.5.3 Determine if the City’s current classification system will support or can be integrated with the recommended compensation structures. (20 hours) 1.5.6 Review existing job descriptions to ensure compliance with Federal and State employment legislations. (24 hours) 1.5.7 Assist with creation of job descriptions for classified positions that do not have one. (24 hours). This could change if the City determines that existing job descriptions need to be revised or updated. Our cost estimate is based on the number of job descriptions we noted were mis sing from City of Denton HR website. If the city believes these tasks should not be included in Project 1, then we would subtract 68 hours from Project 1, Option 1’s total hours of 438 to reduce it to 370 and a Project 1, Option 1 cost of $55,500. Contract 5972 Exhibit F XXXXX $57,947.40 ** Doesn't include bundling and BAFO pricing ** DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 28 of 35 Opti on 2 The pricing for Option 2 incorporates tasks 1.1 to 1.5 and adds the following tasks as specified for Option 2 in the RFP. The total hours includes Project 1 tasks 1.1 to 1.5, which total 378 hours, which makes Option 2 hours estimated at 208 + 378. 1.9 UM Global HR will provide consulting services for administration of the compe nsation plan on an ad hoc basis at a rate of $150 per hour per senior consultant. Hours would be negotiated or determined by the City. Project 2 Detailed Costs UM Global HR costed out Project 2 in the same manner. First we conservatively estimated the number of hours needed to perform the tasks listed under Project 2 in the RFP. We then costed these out at a rate of $150 per hour. (see next page) Contract 5972 Exhibit F XXXXX $77,527.80 DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 29 of 35 The total c ost for the project is as follows Project 1, Option 1 plus Project 2 is $104,100. Project 1, Option 2 plus Project 2 is $126,300 These figures do not include ad hoc support hours at $150 per hour UM Global HR will offer a 5% discount on the total price if both projects are completed Contract 5972 Exhibit F $34,560 XXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX $112,087.80 $92,507.40 XXXXXX XXXXXX DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 30 of 35 22 . Project Lists: A list of relevant projects completed by the firm. A list of other governmental/institutional projects completed by the firm. List of UM Global HR Projects and Staff Participation Organization Pr oject Title Organization Type Northern Az. Inter -gov. Public Trans. Comprehensive Comp. Strategy Public, quasi state agency City of Globe Comprehensive Comp. Strategy City Government Texas Tech University System Strategic Comp & Market Study Public Univ ersity Texas Tech Correctional Health Care Se r vices Strategic Comp & Market Study Public Agency contracted with state Texas Tech Health Sciences Center (El Paso) Strategic Comp & Market Study Public Medical Facility Texas Tech Health Sciences Center (Lu bbock) Strategic Comp & Market Study Public Medical Facility San Angelo University Strategic Comp & Market Study Public Institution of Higher Ed Gila County Comprehensive Comp. Strategy County Government University of Houston, Downtown Strategic Comp & Market Study Public Institution of Higher Ed Truckee Meadows Community College Comprehensive Comp. Strategy Public Institution of Higher Ed Southern Nevada College Comprehensive Comp. Strategy Public Institution of Higher Ed Dallas Community College Dis trict Faculty Asso. Faculty Compe nsation and Policy Public Institution of Higher Ed Texas Medical Board Comp. Market Study State Agency Santa Fe Community College Organizational Analysis Public Institution of Higher Ed Dallas Area Rapid Transit (DART) O rganizational Analysis & Comp. Public, quasi state agency Alamo Colleges (5 ciokkege) Strategic Comp & Market Study Public Institution of Higher Ed North Texas Tollway Authority Organizational Analysis & Comp. Public, quasi state agency Coconino County HR Comp and Org Consulting County Govern m ent *Compensation Analysis includes Salary Schedule evaluation and development, internal equity, targeted salary increase options, FLSA, market analysis and alternative implementation strategies. Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 31 of 35 ATTACHME NT B -SUBMISSION EXCEPTIONS Any exceptions taken to this solicitation (including terms and conditions in Exhibit 2, the General Provisions and Terms and Conditions ) must be itemized on the lines below. Additional p ages may be added as needed. If there are no exceptions, please sign where indicated at the bottom of the page. Item # Description ________ __________________________________________________________________________ ________ __________________________________________________________________________ ________ __________________________________________________________________________ ________ __________________________________________________________________________ ________ __________________________________________________________________________ ________ __________________________________________________________________________ ________ __________________________________________________________________________ ________ __________________________________________________________________________ ________ __________________________________________________________________________ ________ __________________________________________________________________________ The above exceptions (and any additional pages identified) are the ONLY exceptions to the specifications, General Provisions and Te rms and Conditions in Exhibit 2, and sample contract to this solicitation . I understand that the City may not accept additional exceptions produced after final submission of this proposal. Signature Company Date No Exceptions are taken to this soli citation or the General Provisions and Terms and Conditions in Exhibit 2. Signature Company Date Ulibarri -Mason Global HR 11/18/2015 Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 32 of 35 ATTACHMENT D -REFERENCES Please list three (3) Government references, other than the City of Denton, who ca n verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this solicitation. REFERENCE ONE GOVERNMENT/COMPANY NAME: Gila County Government, AZ (Executive, Judicial, Public Works, & Sheriff) LOCATION: 1400 E. Ash Street, Globe, AZ 85501 CONTACT PERSON AND TITLE: Mr. Don McDaniel, County Manager TELEPHONE NUMBER: 928 -402 -4344 (Michael Scannell - Deputy County Mgr. SCOPE OF WORK: Compensation study to review Salary Plan and Grades, and Re commend new or revised pay plan and pay grades, conduct market study and report findings to County Board and Executives . Completed all work and recommended new salary plan, pay ranges, job grades, and internal equity adjustments. We reduced job classifica tion from 91 to 40, aligned jobs within the new structure and placed positions in range through internal equity analysis, range penetration and years in position. Approved by Board. CONTRACT PERIOD: 05/14/13 – 11/13/14 (Did follow -up work and training for HR, plus separate compensation work for the Judiciary in December of 2014) REFERENCE TWO GOVERNMENT/COMPANY NAME: NAIPTA - Northern Arizona Intergovernmental Transportation Agency and Coconino County LOCATION: 3773 N Kaspar Dr. Flagstaff, AZ 86004 C ONTACT PERSON AND TITLE: Mr. Jeff Meilbeck, CEO & General Manage , TELEPHONE NUMBER: (928) 679 -8909 / jmeilbeck@naipta.az.gov SCOPE OF WORK: (1) On first contract, we provided compensation and classification consulting to align with the transportation industry (prior alignment was with County organizations), and review and rewrites of all transportation job descriptions. The goal of the project was to create the HR infrastructure, all policies, compensation and employee evaluation systems, and benefits for a new independent (from the County) entity serving the an expanded regional area to include Yavapai County, Coconino County, and the city of Sedona, Az. UM Global completed the project within budget and on time in six months with no loss of employ ees or disruption in services. (2) In December of 2014 w e won a bit to perform a compensation study, FLSA analysis, salary schedule review, market study, and update of all positions over a 5 month period. We completed the project in May, 2015. Just this week NAIPTA called and extended the contract to conduct a market study for the CEO and Deputy General Manager positions. CONTRACT PERIOD: 1) Summer 2008 – Fall 2009 and 2) January , 201 56 to May 2015, Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 33 of 35 REFERENCE THREE GOVERNMENT/COMPANY NAME: Unive rsity of Houston, Downtown LOCATION: 1 Main St, Houston, TX 77002 CONTACT PERSON AND TITLE: Dr. Yvo nne Montalbano, VP Employment Ser v ice s & Operation s TELEPHONE NUMBER: 713 -221 -8667 / Montalbanoi@uhd.edu SCOPE OF WORK: Compensation Philosophy, Job Grade Alignment, Market Study and update of 5 salary schedules for over 1,000 non-exempt staff, IT, Police, exempt staff, and faculty schedules. Also conducted FLSA and internal equity analysis and special IT and campus Police analysis, provided recommended implementation strategy and targeting of funds to positions with greatest need. Conducted on-site town hall meeting, and met with faculty and staff to report findings. The faculty study was separate, with the market study compared to CUPA data for for similar sized colleges and universities. All recommendations approved and implemented with faculty senate approval and board approval. We conducted a special study for IT positions due to competition from the oil and gas industry. CONTRACT PERIOD: February 2013 to February 2014 Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 34 of 35 ATTACHMENT E -CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session . This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person who has a business relationship as defined by Sec tion 176.001(1 -a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate fili ng authority not later than the 7 th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer Th is section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1 -a), Local Government Code. Attach additional pages to this Form CI Q as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment in come, from the filer of the questionnaire? Yes No B. Is the filer of the questionnaire receiving or likely to r eceive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire e mployed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? Yes No D. Describe each affiliation or business relationship. 4 I have no Conflict of Interest to disclose. 5 11/18/2015 Signature of person doing business with the governmental entity Date X Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 UM Global HR LP 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 Tel: 972 919 6183 Page 35 of 35 ATTACHMENT F -ACKNOWLEDGEMENT The undersigned agrees this submission becomes the property of the City of Denton after the official opening. The undersigned affirms he has familiarized himself with the specification, drawings , exhibits and other documents ; the local conditions under which the work is to be performed; satisfied himself of the conditions of deli very, handling and storage of materials and equipment; and all other matters that will be required for the work before submitting a response . The undersigned agrees, if this submission is accepted, to furnish any and all items/services upon which prices are offered, at the price(s) and upon the terms and conditions contained in the specification. The period for acceptance of this submission will be 120 calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to ex ecute this contract, that this submission has not been prepared in collusion with any other respondent , nor any employee of the City of Denton , and that the contents of this submission have not been communicated to any other respondent or to any employee of the City of Denton prior to the acceptance of this submission . Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 et se q ., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, et seq . The undersigned affirms that they have read and do understand the specifications , all exhibits and attachments contained in this solicitation package. T he undersigned agrees that the solicitation package posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes. The un dersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at: http://www.cityofdenton.com/index.aspx?page=397 to ensure they have downloaded and sig ned all addendum(s) required for submission with their response . I certify that I have made no willful misrepresentations in this s ubmission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this submission will be investigated, with my full permission, and that any misrepresentations or omissions may cause my su bmission to be rejected. Acknowledge receipt of following addenda to the solicitation: Addendum No 1 Dated _11/06/2015_____________ Received __11/07 /2015 _______________ Addendum No 2 Dated _______________________ Received _________________ Addendum No 3 Dated _______________________ Received _________________ NAME AND ADDRESS OF COMPANY: AUTHORIZED REPRESENTATIVE: Ulibarri -Mason Global HR ____________ Signature __3010 LBJ Freeway_________ Date 11/18/2015 __Suite 1200 ________________________ Name Daniel Ulibarri __Dallas, TX 75234 __________________ Title President _______________________ Tel. No. __469 -767 -1772_____ _________ Fax No. 214 -764 -9683 ________________ Email. danu@umglobalhr.com _______ Contract 5972 Exhibit F DocuSign Envelope ID: A893F5CA-6439-4B26-B609-C1F00682DD26 Certificate Of Completion Envelope Id: A893F5CA64394B26B609C1F00682DD26 Status: Completed Subject: Please DocuSign: Contract Documents 5972 Source Envelope: Document Pages: 70 Signatures: 4 Envelope Originator: Certificate Pages: 9 Initials: 0 Karen E. Smith AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) karen.smith@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 1/25/2016 4:39:34 PM Holder: Karen E. Smith karen.smith@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Karen E. Smith karen.smith@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 1/25/2016 4:42:34 PM Viewed: 1/25/2016 4:42:57 PM Signed: 1/25/2016 4:43:28 PM Electronic Record and Signature Disclosure: Not Offered ID: Daniel Ulibarri danu@umglobalhr.com President Security Level: Email, Account Authentication (Optional)Using IP Address: 198.61.58.4 Sent: 1/25/2016 4:43:32 PM Viewed: 1/25/2016 5:29:28 PM Signed: 1/25/2016 5:33:06 PM Electronic Record and Signature Disclosure: Accepted: 1/25/2016 5:29:28 PM ID: f95ce453-69a2-48fd-b65f-17fbb34fcdfd John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 1/25/2016 5:33:11 PM Viewed: 1/25/2016 5:43:35 PM Signed: 1/25/2016 5:43:49 PM Electronic Record and Signature Disclosure: Not Offered ID: Julia Klinck julia.klinck@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 1/25/2016 5:43:53 PM Viewed: 1/26/2016 8:52:22 AM Signed: 2/3/2016 11:55:13 AM Electronic Record and Signature Disclosure: Not Offered ID: Signer Events Signature Timestamp George C. Campbell george.campbell@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 2/3/2016 11:55:19 AM Viewed: 2/5/2016 10:00:50 AM Signed: 2/5/2016 11:36:50 AM Electronic Record and Signature Disclosure: Not Offered ID: Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 2/5/2016 11:36:54 AM Viewed: 2/5/2016 1:09:35 PM Signed: 2/8/2016 7:57:18 AM Electronic Record and Signature Disclosure: Not Offered ID: In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Julia Klinck julia.klinck@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Sent: 1/25/2016 5:33:09 PM Electronic Record and Signature Disclosure: Not Offered ID: Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 1/25/2016 5:33:10 PM Viewed: 1/26/2016 8:07:08 AM Electronic Record and Signature Disclosure: Not Offered ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 2/3/2016 11:55:17 AM Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Carbon Copy Events Status Timestamp Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Sent: 2/8/2016 7:57:22 AM Viewed: 2/10/2016 9:07:11 AM Electronic Record and Signature Disclosure: Not Offered ID: Carla Romine Carla.romine@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 2/8/2016 7:57:23 AM Viewed: 2/8/2016 9:57:20 AM Electronic Record and Signature Disclosure: Accepted: 12/18/2014 9:30:29 AM ID: 15adc6b4-6a4b-4f37-87b5-96dfeb776423 Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 2/8/2016 7:57:25 AM Viewed: 2/9/2016 10:03:22 AM Electronic Record and Signature Disclosure: Not Offered ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/8/2016 7:57:25 AM Certified Delivered Security Checked 2/8/2016 7:57:25 AM Signing Complete Security Checked 2/8/2016 7:57:25 AM Completed Security Checked 2/8/2016 7:57:25 AM Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Compan y) may be required by law to provide to you certain written notices or disclosures. Describ ed below are the terms and conditions for providing to you such notices and disclosures elect ronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the in formation below carefully and thoroughly, and if you can access this information electronical ly to your satisfaction and agree to these terms and conditions, please confirm your agreement by cl icking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy o f any record provided or made available electronically to you by us. For such copies, as lo ng as you are an authorized user of the DocuSign system you will have the ability to downlo ad and print any documents we send to you through your DocuSign user account for a limited pe riod of time (usually 30 days) after such documents are first sent to you. After such time, i f you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by fo llowing the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures fr om us electronically, you may at any time change your mind and tell us that thereafter you wa nt to receive required notices and disclosures only in paper format. How you must inform us of you r decision to receive future notices and disclosure in paper format and withdraw your consen t to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclo sures only in paper format, it will slow the speed at which we can complete certain steps in tra nsactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your a cknowledgment of your receipt of such paper notices or disclosures. To indicate to us tha t you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically fro m us and you will no longer be able to use your DocuSign Express user account to receive required n otices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you ele ctronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user ac count all required notices, disclosures, authorizations, acknowledgements, and other documen ts that are required to be provided or made available to you during the course of our rela tionship with you. To reduce the chance of you inadvertently not receiving any notice or discl osure, we prefer to provide all of the required notices and disclosures to you by the same method a nd to the same address that you have given us. Thus, you can receive all the disclosures and n otices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph imme diately above that describes the consequences of your electing not to receive delive ry of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM Parties agreed to: Daniel Ulibarri, Robin Fox How to contact City of Denton: You may contact us to let us know of your changes a s to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as f ollows: To contact us by email send messages to: kevin.gun n@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address w here we should send notices and disclosures electronically to you, you must send an email messa ge to us at kevin.gunn@cityofdenton.com and in the body of such request you must state: you r previous e-mail address, your new e-mail address. We do not require any other information f rom you to change your email address.. In addition, you must notify DocuSign, Inc to arran ge for your new email address to be reflected in your DocuSign account by following the process f or changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive fut ure notices and disclosures in electronic format you may: i. decline to sign a document from within your Docu Sign account, and on the subsequent page, select the check-box indicating you wish to w ithdraw your consent, or you may; ii. send us an e-mail to kevin.gunn@cityofdenton.co m and in the body of such request you must state your e-mail, full name, IS Postal Addres s, telephone number, and account number. We do not need any other information from y ou to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change . If these requirements change, we will provide you with an email message at the email addr ess we have on file for you at that time providing you with the revised hardware and softwar e requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive ma terials electronically To confirm to us that you can access this informati on electronically, which will be similar to other electronic notices and disclosures that we wi ll provide to you, please verify that you were able to read this electronic disclosure and th at you also were able to print on paper or electronically save this page for your future refer ence and access or that you were able to e-mail this disclosure and consent to an address wh ere you will be able to print on paper or save it for your future reference and access. Furth er, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: •I can access and read this Electronic CONSENT TO E LECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES documen t; and •I can print on paper the disclosure or save or sen d the disclosure to a place where I can print it, for future reference and access; and •Until or unless I notify City of Denton as describ ed above, I consent to receive from exclusively through electronic means all notices, d isclosures, authorizations, acknowledgements, and other documents that are requ ired to be provided or made available to me by City of Denton during the cours e of my relationship with you. ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Compan y) may be required by law to provide to you certain written notices or disclosures. Describ ed below are the terms and conditions for providing to you such notices and disclosures elect ronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the in formation below carefully and thoroughly, and if you can access this information electronical ly to your satisfaction and agree to these terms and conditions, please confirm your agreement by cl icking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy o f any record provided or made available electronically to you by us. For such copies, as lo ng as you are an authorized user of the DocuSign system you will have the ability to downlo ad and print any documents we send to you through your DocuSign user account for a limited pe riod of time (usually 30 days) after such documents are first sent to you. After such time, i f you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by fo llowing the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures fr om us electronically, you may at any time change your mind and tell us that thereafter you wa nt to receive required notices and disclosures only in paper format. How you must inform us of you r decision to receive future notices and disclosure in paper format and withdraw your consen t to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclo sures only in paper format, it will slow the speed at which we can complete certain steps in tra nsactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your a cknowledgment of your receipt of such paper notices or disclosures. To indicate to us tha t you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically fro m us and you will no longer be able to use your DocuSign Express user account to receive required n otices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you ele ctronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user ac count all required notices, disclosures, authorizations, acknowledgements, and other documen ts that are required to be provided or made available to you during the course of our rela tionship with you. To reduce the chance of you inadvertently not receiving any notice or discl osure, we prefer to provide all of the required notices and disclosures to you by the same method a nd to the same address that you have given us. Thus, you can receive all the disclosures and n otices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph imme diately above that describes the consequences of your electing not to receive delive ry of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 10/14/2014 5:02:13 PM Parties agreed to: Carla Romine How to contact City of Denton: You may contact us to let us know of your changes a s to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as f ollows: To contact us by email send messages to: kevin.gun n@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address w here we should send notices and disclosures electronically to you, you must send an email messa ge to us at kevin.gunn@cityofdenton.com and in the body of such request you must state: you r previous e-mail address, your new e-mail address. We do not require any other information f rom you to change your email address.. In addition, you must notify DocuSign, Inc to arran ge for your new email address to be reflected in your DocuSign account by following the process f or changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive fut ure notices and disclosures in electronic format you may: i. decline to sign a document from within your Docu Sign account, and on the subsequent page, select the check-box indicating you wish to w ithdraw your consent, or you may; ii. send us an e-mail to kevin.gunn@cityofdenton.co m and in the body of such request you must state your e-mail, full name, IS Postal Addres s, telephone number, and account number. We do not need any other information from y ou to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change . If these requirements change, we will provide you with an email message at the email addr ess we have on file for you at that time providing you with the revised hardware and softwar e requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive ma terials electronically To confirm to us that you can access this informati on electronically, which will be similar to other electronic notices and disclosures that we wi ll provide to you, please verify that you were able to read this electronic disclosure and th at you also were able to print on paper or electronically save this page for your future refer ence and access or that you were able to e-mail this disclosure and consent to an address wh ere you will be able to print on paper or save it for your future reference and access. Furth er, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: •I can access and read this Electronic CONSENT TO E LECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES documen t; and •I can print on paper the disclosure or save or sen d the disclosure to a place where I can print it, for future reference and access; and •Until or unless I notify City of Denton as describ ed above, I consent to receive from exclusively through electronic means all notices, d isclosures, authorizations, acknowledgements, and other documents that are requ ired to be provided or made available to me by City of Denton during the cours e of my relationship with you.