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2006-218 FILE REFERENCE FORM 2006-218 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initials óë Amendment No. 1 to Agreement [original is attached] 10/30/06 óë Further Amendment to Agreement – Ordinance No. 2008-263 11/04/08 ORDINANCE NO. 2006- :L1:lJ AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH T. R. EDGAR & ASSOCIATES, FOR CONSULTING SERVICES RELATING TO A WAGE AND SALARY SURVEY AND TO INITIATE DISCUSSIONS REGARDING COMPENSATION PHILOSOPHY AND MECHANICS FOR THE CITY OF DENTON, TEXAS (IN AN AMOUNT NOT-TO-EXCEED $54,500); AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council deems it in the public interest to engage T. R. Edgar & Associates, a Sole Proprietorship, of McLean, Virginia ("Edgar"), to provide professional consulting services to the City of Denton, Texas relating to the preparation of a career wage/salary survey regarding positions to be surveyed within the General Fund, the Water/Wastewater Department and the Solid Waste Department; and to initiate discussions regarding compensation philosophy and mechanics; and WHEREAS, City staff has reported to the City Council that there is a substantial need for the above-described specialized professional services, and that limited City staff cannot adequately perform the services and tasks with its own personnel; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act," generally provides that a City may not select a provider of professional services on the basis of competitive bids, but must select the provider on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price; and WHEREAS, Edgar has the requisite demonstrated competence and qualifications, and is willing to complete the two studies for a fair and reasonable price; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the professional services, as set forth in the Professional Services Agreement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION I: That the City Manager is hereby authorized to execute a Professional Services Agreement with T. R. Edgar & Associates, a Sole Proprietorship, of McLean, Virginia, for professional consulting services, in an amount not to exceed $54,500; in substantially the form of the Professional Services Agreement that is attached hereto and incorporated herewith by reference as Exhibit "A." SECTION 2: That the award of this Agreement by the City is on the basis of the demonstrated competence, knowledge, and qualifications of Edgar and the ability of Edgar to perform the professional services needed by the City for a fair and reasonable price. I SECTION 3: That the expenditure of funds as provided in the attached Professional Services Agreement is hereby authorized. SECTION 4: That this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the Iff dayof tl'/iL/Lt ,2006. q!2!lJt!.~1/:;! ATTEST: JENNIFER WALTERS, CITY SECRETARY By: ~ '~U~~A \J (lQ;tw APPROVED AS TO LEGAL FORM: EDWIN M. SNYDER, CITY ATTORNEY By IVU; Qj( ~ ~~ S:\Qur Documents\Ordinances\06\Edgar & Associates-PSA-Consulting-COO.2006.doc 2 o STATE OF TEXAS ~ ~ ~ COUNTY OF DENTON PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES PERTAINING TO THE CITY OF DENTON, TEXAS THIS AGREEMENT is made and entered into on the / ~f day of 2006, by and between the City of Denton, Texas, a Municipal Corporation, with its pri ipaloffice at 215 East McKinney Street, Denton, Texas 76201 ("CITY"); and T. R. Edgar & Associates, a Sole Proprietorship of the State of Virginia, with its principal office at 1610 6th Place, McLean, Virginia 22101, hereafter "EDGAR"; acting herein by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants, promises and agreements herein contained, the CITY and EDGAR do hereby AGREE as follows: ARTTrT F T EMPLOYMENT OF CONSULTANT The CITY hereby contracts with EDGAR, as an independent contractor, and EDGAR hereby agrees to perform the services herein in connection with the Scope of Services as stated in the Articles to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. ARTTCT F TT SCOPE OF SERVICES A. EDGAR shall provide to the CITY professional consulting services pertaining to preparation of a three Wage/Salary Surveys regarding the General Fund of the city, the Water/Wastewater Utility, and the Solid Waste Department, providing preparation of written products together with Edgar's analysis thereon, and to initiate discussions regarding compensation philosophy and mechanics. EDGAR agrees to perform those services and tasks more particularly and specifically described in the letter dated July 21,2006 issued by Thomas R. Edgar of EDGAR to Carla Romine, Director of Human Resources which is attached hereto as Exhibit "A" and incorporated herewith by reference. B. To consult with the City Council, the Interim City Manager, the Directors of Water/Wastewater and Solid Waste, and any other designated city personnel regarding any and all aspects of the services to be performed pursuant to this Agreement. ARTTrT F m PERIOD OF SERVICE This Agreement shall become effective on the date this Agreement is approved and upon the 1 issuance of a notice to proceed by the CITY. The termination date of this Agreement shall be upon the earliest to occur of the following events: completion of the work described herein and in the attached Exhibit "A"; or upon the depletion and exhaustion of the $54,500 not-to-exceed amount provided for herein; or upon fifteen (15) day's written notice to terminate, issued by the Interim City Manager. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. EDGAR shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the CITY, acting through its Interim City Manager, or his designate. ARTTrT F N COMPENSATION A. COMPENSATION TERMS: "Direct Non-Labor Expense" is defined as that expense for any assignment incurred hereunder by EDGAR for supplies, long-distance telephone, telecopier, reproduction expense, overnight courier, photocopy expense, transportation, travel, communications, subsistence and lodging away from home and similar incidental expenses reasonably incurred in connection with that assignment. B. BILLING AND PAYMENT: 1. For and in consideration of the professional services to be performed by EDGAR herein, the CITY agrees to pay EDGAR, a total fee, including reimbursement for direct non- labor expense, of $54,500 for those services described in Exhibit "A" attached hereto. 2. The fee for the services described in this Agreement to be performed by EDGAR is to be billed as follows: 30% of the total fee thirty (30) days after commencement of the Agreement; 30% of the total fee sixty (60) days after commencement of the Agreement; 30% of the total fee ninety (90) days after commencement of the Agreement; and the final 10% upon satisfactory completion and delivery to the CITY of the Wage/Salary Studies and the requirements of Exhibit "A." 3. Payments to EDGAR will be made by the CITY on the basis of monthly statements rendered to the CITY through its Interim City Manager, or his designate. The fee bills as submitted, shall be allowed and approved, or shall be disallowed for cause, by the Interim City Manager, or his designate. 4. Nothing contained in this Article shall require the CITY to pay for any work which is unsatisfactory as reasonably determined by the Interim City Manager or his designate, or which is not submitted in compliance with the terms of this Agreement. The City shall not be required to make any payments to EDGAR when EDGAR is in default under this Agreement. 5. It is specifically understood and agreed that EDGAR shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the CITY for any charge, expense or reimbursement above the maximum not-to-exceed fee 2 as stated, without first having obtained written authorization from the CITY. C. PAYMENT If the CITY fails to make payments due EDGAR for services and expenses within thirty (30) days after receipt of EDGAR'S undisputed statement thereof, the amounts due EDGAR will be increased by the rate of one percent (I %) per month from the said thirtieth (30th) day, and in addition, EDGAR may, after giving ten (10) days' written notice to the CITY, suspend services under this Agreement until EDGAR has been paid in full all amounts due for services, expenses and charges provided. However, nothing herein shall require the CITY to pay the late charge of one percent (1 %) set forth herein if the CITY reasonably determines that the work of EDGAR is unsatisfactory, in accordance with this Article IV, Compensation, and the CITY notifies EDGAR in writing of any such defect. ARTWTFV OBSERVATION AND REVIEW OF THE WORK EDGAR will exercise reasonable care and due diligence in discovering and promptly reporting to the CITY any defects or deficiencies in his work or the work of any subconsultants performed hereunder. ARTWTF VT OWNERSHIP OF DOCUMENTS All documents, analyses and other data prepared by EDGAR under this Agreement ("Work Products") are instruments of service and are and shall remain the property of CITY. EDGAR shall have the right to make and retain copies and use all Work Products; provided, however, the use shall be limited to the intended use for which the services and Work Products are provided under this Agreement. CITY recognizes that EDGAR has achieved copyright protection of certain of its programs, which fact shall be noted on the face of each such document. The CITY shall not sell, transfer, or otherwise assign any copyrighted material with or without compensation to the CITY. Providing however, that copywriting will not restrict CITY'S right to retain or make copies of the Work Products for its information, reference and use on the Project or services under the Agreement. The Work Products shall not be changed or used for purposes other than those set forth in this Agreement without the prior written approval of EDGAR. If CITY releases the Work Products to a third party without EDGAR'S prior written consent, or changes or uses the Work Products other than as intended hereunder, CITY does so at its sole risk and discretion and EDGAR shall not be liable for any claims or damages resulting from or connected with the release or any third party's use of the Work Products. ARTWT F VTT INDEPENDENT CONTRACTOR EDGAR shall provide services to the CITY as an independent contractor, not as an employee 3 ofthe CITY. EDGAR shall not have or claim any right arising from employee status. ARTWI F vm INDEMNITY AGREEMENT EDGAR shall indemnity and save and hold harmless the CITY and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses and expenses, including but not limited to court costs and reasonable attorney's fees incurred by the CITY, and including without limitation, damages for bodily and personal injury, death and property damage, and damage for professional malpractice resulting from the negligent acts or omissions of EDGAR or any subconsultants, in performance of this Agreement. PROVIDED HOWEVER, the total liability of EDGAR hereunder, in any event, shall in no event exceed $1,000,000. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement and nothing herein shall waive any of the party's defenses, both at law or equity, to any claim, cause of action or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTWI F IX INSURANCE During the performance of the Services under this Agreement, EDGAR shall maintain the following Professional Liability Insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an "A-" or above: A. Automobile Liability Insurance and Property Damage Limits in the name of Proprietor in accordance with the statutory limits required by the Commonwealth of Virginia, proprietor's home state. B. Professional Liability Insurance with policy limits of not less than $1,000,000 annual aggregate. C. EDGAR shall furnish a copy of his individual automobile insurance certificates issued by the Commonwealth of Virginia to the Utility Attorney. EDGAR shall furnish evidence of the required professional liability coverage to the Utility Attorney to evidence such coverage. The professional liability insurance shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days prior written notice to CITY and EDGAR. In such event, EDGAR shall, prior to the effective date of the change or cancellation, deliver substitute policies furnishing the same coverage to the CITY. ARTWI F X ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution such as mediation. No arbitration or 4 alternate dispute resolution arising out of or relating to, this Agreement involving one party's disagreement may include the other party to the disagreement without the other's approval. A RTTrT F XT LIMITATION OF LIABILITY To the extent permitted by law, the total liability of EDGAR to CITY for any and all claims arising out of this Agreement, whether caused by negligence, errors, omissions, strict liability, breach of contract or contribution, or indemnity claims based on third-party claims, shall not exceed one million dollars ($1,000,000). A RTT(] F XTT CONSEQUENTIAL DAMAGES In no event and under no circumstances shall EDGAR be liable to CITY for any interest, loss of anticipated revenues, earnings, profits, or increased expense of operations, or for any consequential, indirect or special damages. ARTTrT F xm PROFESSIONAL STANDARDS EDGAR will perform services under this Agreement with the degree of skill and diligence normally practiced by professional engineers or consultants performing the same degree of similar services. No other warranty or guarantee, expressed or implied, is made with respect to the services furnished under this Agreement and all implied warranties are disclaimed. ARTTrT F XIV TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate this Agreement by giving thirty (30) days advance written notice oftermination to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be effected unless the other party is given: (I) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the nonperformance, and not less than ten (10) business days in which to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If this Agreement is terminated prior to completion of the services to be provided hereunder, EDGAR shall immediately cease all services and shall render a final bill for services to the CITY within thirty (30) days after the date of termination. The CITY shall pay EDGAR for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination in accordance with Article IV, 5 Compensation. Should the CITY subsequently contract with a new consultant for the continuation of services on the Project, EDGAR shall cooperate in providing information. EDGAR shall turn over all documents prepared or furnished by EDGAR pursuant to this Agreement to the CITY on or before the date of termination, but may maintain copies of such documents for its use. ARTTrT F xv RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the CITY shall not constitute nor be deemed a release of the responsibility and liability of EDGAR, or any subconsultants of EDGAR, for the accuracy and competency of their designs or other work product. ARTTrT F XVT NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail at the address shown below, certified mail, return receipt requested unless otherwise specified herein. Mailed notices shall be sent to the parties at the following addresses: To EDGAR: To CITY: T.R. Edgar & Associates Attn: Thomas R. Edgar th I 1610 6 Pace McLean, Virginia 22101 Fax: (703) 734-0506 City of Denton, Texas Attn: Interim City Manager 215 East McKinney Street Denton, Texas 76201 and to City of Denton, Texas Director ofHurnan Resources 601 East Hickory Street" Suite A Denton, Texas 76205 Fax: (940) 349-8344 All notices shall be deemed effective upon receipt by the party to whom such notice is given or within three days after the date of mailing. ARTTrr F XVTT ENTIRE AGREEMENT This Agreement consisting of nine (9) pages, and four (4) additional pages consisting of Exhibit "A", constitutes the complete and final expression of the agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreements and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, 6 communications and agreements which may have been made in connection with the subject matter hereof. ARTTrT F xvrn SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the party shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTTrT F XTX COMPLIANCE WITH LAWS EDGAR shall comply with all federal, state, local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. ARTTrT F xx DISCRIMINATION PROHIBITED In performing the services required hereunder, EDGAR shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTTrT F XXT PERSONNEL A. EDGAR represents that he has secured, or will secure at his own expense any additional personnel required to perform all the services required under this Agreement. Such personnel shall be subconsultants of EDGAR, and shall not be employees or officers of, nor have any contractual relations with the CITY. EDGAR shall inform the CITY of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by EDGAR or under his supervision. All personnel engaged in work shall be qualified and shall be authorized and permitted under state and local laws to perform such services. A R TTrT F XXTT ASSIGNABILITY EDGAR shall not assign any interest in this Agreement and shall not transfer any interest in this Agreement (whether by assignment, novation or otherwise) without the prior written consent of the CITY. 7 A R TTrr F xxrrr MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing, duly executed; and, the parties further agree that the provisions of this section will not be waived unless as herein set forth. A R TTrr F XXIV MISCELLANEOUS A. EDGAR agrees that CITY shall, until the expiration of three (3) years after the final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of EDGAR involving transactions relating to this Agreement. EDGAR agrees that the CITY shall have access during normal working hours to all necessary EDGAR facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section. The CITY shall give EDGAR reasonable advance notice of any intended audits. B. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be governed by, and construed in accordance with the laws ofthe State of Texas. C. EDGAR shall commence, carry on, and complete the work required by this engagement with all applicable dispatch, in a sound, economical, efficient manner and in accordance with the provisions hereof. In accomplishing the work, EDGAR shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the CITY. D. The CITY shall assist EDGAR by placing at EDGAR'S disposal all available information pertinent to the work required by this engagement, including previous reports, any other data relative to the project and arranging for the access to, and make all provisions for EDGAR to enter in or upon, public and private property as required for EDGAR to perform services under this Agreement. E. The captions of this Agreement are for informational purposes only and shall not in any way affect the substantive terms or conditions of this Agreement. IN WITNESS WHEREOF, the City of Denton, Texas has caused this Agreement to be executed in four (4) original counterparts, by its duly authorized Interim City Manager; and T. R. Edgar & Associates, a S~e ProPri~ has executed this Agreement by its duly authorized Proprietor on this the ~ day of 'Jjd./; ,2006. 8 "CITY" CITY OF DENTON, TEXAS A Municipal Corporation By: ATTEST: JENNIFER WALTERS, CITY SECRETARY APPR ED A TO LEGAL FORM: EDWIN M. SNYDER, CITY ATTORNEY By: lJ ~, "EDGAR" T. R. EDGAR & ASSOCIATES A Virginia Sole Proprietorship By ~,~~ S:\OUf Documents\ContraClS\06\Edgar & Associates-Consulting-PSA-Denton-2006.doc 9 ... July 21,2006 Carla Romine Director of Human Resources City of Denton 601 E. Hickory Suite A Denton, TX 76205 Dear Carla: Thank you for providing me this opportunity to propose the services of T.R.Edgar & Associates to design, develop, distribute, analyze results, and report on the data from 3 separate salary surveys for the City of Denton. I. SCOPE OF WORK Wae:e/Salarv Surveys T.R.Edgar & Associates will design, develop, and conduct 3 wage/salary surveys for the City of Denton incorporating positions assigned to: 1) the General Fund, 2) Water/WasteWater, and 3) Solid Waste. Each survey will have a targeted set of employers but with some overlap, i.e. some employers will be requested to provide wage/salary information for 2 different sets of jobs. In total, the surveys will be sent to approximately 25 employers, those with which the City is competing for labor. Most will be other Municipalities, but some will be from the employer community at large. The City will provide us with the name, address, phone number, e-mail address, and point of contact for each of the employers to be surveyed. T.R.Edgar & Associates will work with selected managers from the appropriate organizations within the City to develop the details of the job descriptions appropriate for each of the positions to be surveyed including: the primary function, the scope of the position, and its essential qualifications, skills, and working conditions. Once the positions have been properly described, they will be included in a template to be sent to each employer being asked to participate in the survey. The survey design will include a general information page about each employer, the position descriptions, and an area to respond to the wages/salaries related to each position. Further, the survey will ask for any other forms of compensation to ensure that we capture all forms of cash rewards. Once distributed, electronically, we will follow up frequently with each employer to remind them of the need to complete the survey by the prescribed deadline and to answer any of 1 - their questions. This continued follow up is vital to ensure the maximum number of respondents and the reliability and validity of the results. Once all of the results are in, they will be tabulated and reported for each of the surveyed positions. Finally, we will generate a summary report of the highlights of the survey and any major findings. Once completed and proofread, the survey will be prepared for each of the participants (coded for privacy) and distributed. For the City, the survey results will be compared with actual pay practices for each of the surveyed positions. A written report will be prepared for the Director of Human Resources, the Directors of each organizational element surveyed, the City Manager (acting), and others as designated. The report will be briefed in person, if possible, or via electronic medium. II. COST Consultant fees associated with the 58 positions to be surveyed within the General Fund will not exceed $30,000. Consultant fees associated with the 25 positions to be surveyed for the Water/WasteWater Department will not exceed $15,000. Consultant fees associated with the 15 positions to be surveyed within the Solid Waste Department will not exceed $9,000. Travel and related expenses associated with the completion of these 3 surveys, including 2 trips to Denton and the printing and mailing of the surveys to all participants, are estimated to be $ 5,000. t~tfM&YJ N,f2~ The "not-to-exceed" cost for all items will be (a 10% discount from the total cost of the 3 surveys if conducted separately), assuming that all of the surveys are done concurrently. If you decide to do the surveys separately, the costs will be exactly as reported. Additional savings can be realized if any of the data found in the survey conducted by the Texas Municipal League (TML) satisfies the need for benchmarking your current compensation practices for selected positions. T.R.Edgar & Associates will estimate the cost savings for positions to be eliminated from any of the (three) 3 surveys and reduce billings accordingly. I will invoice you at the end of each month for all work completed during that month. If you wish to spread out the payments for cash flow reasons, I am amenable to that as well. For example, you could pay $ 12,000/month for 4 months with the final, $5,000 payment due in the 5th month. III. SCHEDULE T.R. Edgar & Associates is prepared to commence work on the surveys within 2 weeks following formal acceptance of this proposal. Projects of this scope will normally take 2- 2 3 months to complete. The key to the surveys is the time spent in accurately describing the jobs, including the essential qualifications, experience, and skills for each. That is the first, and most important, step. This step, by necessity, will require the involvement of some key managers. Depending on vacations and other special projects going on in the City, the schedule could be impacted. IV. STAFFING I will serve as the principal consultant on this assignment. I will call upon a professional colleague, Eileen Taylor, SPHR, to ensure that you receive the best, and most cost effective, products. She will be intimately involved in the survey design, the tabulation of results, and the distribution to participants. Eileen and I have worked together since 1992 and have completed dozens of other, similar assignments. I have worked extensively in the compensation field since 1969. I am a Certified Compensation Professional and the principal author of the Career Progression Program. Most important, I have extensive experience and knowledge of Human Resources Management, and Compensation Programs particularly. Further, I have worked in companies representing all types of industries, including municipalities, across the country. In addition to 15 years as a Compensation Consultant, I have served in a Senior Management role in charge of Human Resources for 4 companies incorporating a period of over 20 years. As further testimony to my knowledge ofthe subject matter, I have served as an Adjunct Professor/Instructor for three major academic institutions in the Metropolitan Washington area. Most recently, I taught Organizational Behavior to MBA students at Virginia Tech. V. SUMMARY Carla, I am excited about the opportunity to help you and the City get the wage/salary information that you require to properly assess the competitiveness of your current compensation practices. I would be negligent in my role as a consultant, however, if I did not express my concern about "what next." Once you get the salary information, you still have the fundamental compensation philosophy and compensation mechanics issues that are currently facing you. The results from a wage/salary survey will not solve those problems. At some point, they will have to be addressed and resolved if you are to have an effective compensation program. You should not wait until after the surveys are done to begin discussing these problems and coming up with some recommended alternatives. Such discussions can be completed in parallel with the conduct of the surveys. Let me know if you require any additional information or clarification of anything that I have presented. 3 . Best regards, Thomas R. Edgar T. R. Edgar & Associates I hereby accept the terms and conditions of the proposal submitted by T.R. Edgar & Associates and authorize commencement of work on the development of 3 wage/salary surveys within 2 weeks following the approval date of this proposal. APPROVED: /Jtf;LOI/O{:; ate Howard Martin, Acting 'ty Manager 4 THE STATE OF TEXAS ~ ~ COUNTY OF DENTON ~ AMENDMENT NO.1 TO PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES The Professional Services Agreement by and between the City of Denton, Texas, a Texas Municipal Corporation (the "City") and T. R. Ed~ar & Associates, a Sole Proprietorship ("Edgar"), with its principal offices at 1610 6' Place, McLean, Virginia 22101, dated August I, 2006 (the "Agreement") and approved by Ordinance No. 2006- 218, is hereby amended, which amendment increases the amount of the original Agreement by an additional $5,000 for additional work and professional services to be performed for the City by Edgar, so that the total amount of this Amendment No. 1 is now $59,500. Exhibit "B" of this Amendment No. 1 being a letter from Edgar describing the scope of the additional work and professional services to be performed, is attached hereto and is in addition to the previous Exhibit "A" of the Agreement, both of which letters are incorporated herewith for all purposes. All other provisions of the Agreement shall remain in full force and effect unless in direct conflict with the provisions of this Amendment No. I. This Amendment No. 1 shall be attached to the original Agreement by the City Secretary. This amendment shall become effective on the date that the final affixed to this Amendment No. I. SIGNED this the ;;()~ day of C\r1JJer signature is ,2006. "CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporation By: fh{}~Jr\~. Howard Martin, Interim City Manager ATTESTED: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS LEGAL FORM: EDWIN M. SNYDER, CITY ATTORNEY BlVl!;;O R~8~P "EDGAR" T.R. EDGAR & ASSOCIATES A Virginia Sole Proprietorship By: S:\Our Documents\Contracts\06\Amendment No 1 - COD-T R Edgar- HR Addl Svcs.doc ,'" Revised Statement of Work For Wage/Salary Survey As requested by the Interim City Manager and the Director of Human Resources, TR.Edgar & Associates has agreed to include benefit questions in the Wage/Salary Survey that the firm was authorized to conduct as evidenced by Ordinance No. 2006-218. Such questions, and the subsequent analysis of responses from survey participants, will cover the categories of group insurance, paid-time-off, retirement, and employee welfare, The intent of these additional questions will allow the City to better ascertain how it compares to other comparable employers with respect to "total compensation" as opposed to wage/salaries alone. The information will address benefit design along with the related costs of the benefits, particularly those paid for, either partially or in total, by the employer. Exhibit "B"