Logic Comp Study Proposal
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COOPERATIVE PURCHASING AGREEMENT BETWEEN THE CITY OF EL MIRAGE AND LOGIC COMPENSATION GROUP, LLC. THIS COOPERATIVE PURCHASING AGREEMENT (this “Agreement”) is entered into as of September 22, 2020, between the City of El Mirage, an Arizona municipal corporation (the “City”), and Logic Compensation Group, LLC., an Arizona limited liability company (the “Contractor”). RECITALS A. After a competitive procurement process, the City of Tolleson (“Tolleson”) entered into a Professional Services Agreement (“Tolleson Contract”) with Logic Compensation Group, LLC (“Contractor”), for the Contractor to provide professional services in conducting a citywide, comprehensive employee classification and compensation study for the purpose of attracting and retaining qualified City employees. A copy of the Tolleson Contract is on file with the City and is incorporated herein by reference as Exhibit A. B. The City is permitted, pursuant to Section §30.27 of the City Code, to make purchases under the Tolleson Contract, at its discretion and with the agreement of the awarded Contractor, and the Tolleson Contract permits its cooperative use by other public entities, including the City. C. The City and the Contractor desire to enter into this Agreement for the purpose of (i) acknowledging their cooperative contractual relationship under the Tolleson Contract and this Agreement, (ii) establishing the terms and conditions by which the Contractor may provide necessary staff, services and associated resources to provide the City with a citywide, comprehensive employee classification and compensation study for the purpose of attracting and retaining qualified City employees (the “Materials and Services”), and (iii) setting the maximum aggregate amount to be expended pursuant to this Agreement related to the Materials and Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Contractor hereby agree as follows: 1. Term of Agreement. This Agreement shall be effective as of the date first set forth above and shall remain in full force and effect until September 22, 2021 (the “Initial Term”), unless terminated as otherwise provided in this Agreement or the Tolleson Contract. After the expiration of the Initial Term, this Agreement may be renewed for up to four successive one-year terms (each, a “Renewal Term”) if: (i) it is deemed in the best interests of the City, subject to availability and appropriation of funds for renewal in each subsequent year, (ii) the term of the Tolleson Contract has not expired or has been extended, (iii) at least 30 days prior to the end of the then-current term of this Agreement, the Contractor requests, in writing, to extend this Agreement for an additional one-year term and (iv) the City approves the additional one-year term in writing (including any price adjustments approved as part of the Tolleson Contract), as evidenced by the City Manager’s signature thereon, which approval may be withheld by the City for any reason. The Contractor’s failure to seek a renewal of this Agreement shall cause this Agreement to terminate at the end of the then-current term of this Agreement; provided, however, that the City may, at its discretion and with the agreement of the Contractor, elect to waive this requirement and renew this Agreement. The Initial Term and any Renewal Term(s) are collectively referred to herein as the “Term.” Upon renewal, the terms and conditions of this Agreement shall remain in full force and effect. 2. Scope of Work. Contractor shall provide the City with the Materials and Services under the terms and conditions of the Tolleson Contract and as more particularly set forth in the Contractor Estimate attached hereto as Exhibit B and incorporated herein by reference. A Materials Order submitted without referencing this Agreement and the Tolleson Contract will be subject to rejection. Contractor acknowledges and agrees that a Materials Order containing unauthorized exceptions, conditions, limitations, or provisions in conflict with the terms of this Agreement, other than City’s project-specific requirements, is hereby expressly declared void and shall be of no force and effect. 2.1 Inspection; Acceptance. All Materials and Services are subject to final inspection and acceptance by the City. Materials failing to conform to the requirements of this Agreement and/or the Tolleson Contract will be held at Contractor’s risk and may be returned to the Contractor. If so returned, all costs are the responsibility of the Contractor. Upon discovery of non-conforming Materials or Services, the City may elect to do any or all of the following by written notice to the Contractor: (i) waive the non-conformance; (ii) stop the work immediately; or (iii) bring Materials or Services into compliance and withhold the cost of same from any payments due to the Contractor. 2.2 Cancellation. The City reserves the right to cancel any work order within a reasonable time after issuance. Should a work order be canceled, the City agrees to reimburse the Contractor, but only for actual and documentable costs incurred by the Contractor due to and after issuance of the work order. The City will not reimburse the Contractor for any costs incurred after receipt of the City notice of cancellation, or for lost profits, shipment of product prior to issuance of a work order or for anything not expressly permitted pursuant to this Agreement. 3. Compensation. The City shall pay the Contractor an amount not to exceed $65,450 during the Term of the Agreement for the Materials and Services at the rates set forth in the Contractor estimate. 4. Payments. The City shall pay the Contractor based upon acceptance and delivery of Materials and/or Services performed and completed to date, and upon submission and approval of invoices. Each invoice shall (i) contain a reference to this Agreement and the Tolleson Contract and (ii) document and itemize all work completed to date. The invoice statement shall include a record of materials delivered, time expended, and work performed in sufficient detail to justify payment. Additionally, invoices submitted without referencing this Agreement and the Tolleson Contract will be subject to rejection and may be returned. 5. Records and Audit Rights. To ensure that the Contractor and its subcontractors are complying with the warranty under Section 6 below, Contractor’s and its subcontractors’ books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the City, to the extent necessary to adequately permit evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in Section 6 below. To the extent necessary for the City to audit Records as set forth in this Section, Contractor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the City shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the City to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the City with adequate and appropriate workspace so that the City can conduct audits in compliance with the provisions of this Section. The City shall give Contractor or its subcontractors reasonable advance notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 6. E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41- 4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractors’ failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the City. 7. Conflict of Interest. This Agreement may be canceled by the City pursuant to ARIZ. REV. STAT. § 38-511. 8. Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and a suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona. 9. Agreement Subject to Appropriation. The City is obligated only to pay its obligations set forth in this Agreement as may lawfully be made from funds appropriated and budgeted for that purpose during the City’s then current fiscal year. The City’s obligations under this Agreement are current expenses subject to the “budget law” and the unfettered legislative discretion of the City concerning budgeted purposes and appropriation of funds. Should the City elect not to appropriate and budget funds to pay its Agreement obligations, this Agreement shall be deemed terminated at the end of the then-current fiscal year term for which such funds were appropriated and budgeted for such purpose and the City shall be relieved of any subsequent obligation under this Agreement. The parties agree that the City has no obligation or duty of good faith to budget or appropriate the payment of the City’s obligations set forth in this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement is executed and delivered. The City shall be the sole judge and authority in determining the availability of funds for its obligations under this Agreement. The City shall keep Contractor informed as to the availability of funds for this Agreement. The obligation of the City to make any payment pursuant to this Agreement is not a general obligation or indebtedness of the City. Contractor hereby waives any and all rights to bring any claim against the City from or relating in any way to the City's termination of this Agreement pursuant to this section. 10. Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the Tolleson Contract, and invoices, the documents shall govern in the order listed herein. Notwithstanding the foregoing, and in conformity with Section 2 above, unauthorized exceptions, conditions, limitations or provisions in conflict with the terms of this Agreement or the Tolleson Contract (collectively, the “Unauthorized Conditions”), other than the City’s project-specific requirements, are expressly declared void and shall be of no force and effect. Acceptance by the City of any work order or invoice containing any such Unauthorized Conditions or failure to demand full compliance with the terms and conditions set forth in this Agreement or under the Tolleson Contract shall not alter such terms and conditions or relieve Contractor from, nor be construed or deemed a waiver of, its requirements and obligations in the performance of this Agreement. 11. Rights and Privileges. To the extent provided under the Tolleson Contract, the City shall be afforded all of the rights and privileges afforded to Tolleson and shall be the “City” (as defined in the Tolleson Contract) for the purposes of the portions of the Tolleson Contract that are incorporated herein by reference. 12. Indemnification; Insurance. In addition to and in no way limiting the provisions set forth in Section 11 above, the City shall be afforded all of the insurance coverage and indemnifications afforded to Tolleson to the extent provided under the Tolleson Contract, and such insurance coverage and indemnifications shall inure and apply with equal effect to the City under this Agreement including, but not limited to, the Contractor’s obligation to provide the indemnification and insurance. In any event, the Contractor shall indemnify, defend and hold harmless the City and each council member, officer, employee or agent thereof (the City and any such person being herein called an “Indemnified Party”), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”), insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or omissions, in connection with the work or services of the Contractor, its officers, employees, agents, or any tier of subcontractor in the performance of this Agreement. 13. Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (iii) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the City: The City of El Mirage 10000 N El Mirage Road El Mirage, Arizona 85335 Attn: Crystal Dyches, City Manager If to Contractor: Logic Compensation Group, LLC. 112 E. Palmcroft Drive Tempe, AZ 85282 Attn: Lori Messer, Principal or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received: (i) when delivered to the party, (ii) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (iii) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first set forth above. “City” “Contractor CITY OF EL MIRAGE, Logic Compensation Group, LLC, an Arizona Municipal Corporation an Arizona Limited Liability Company ________________________________ ________________________________ Crystal Dyches, City Manager By: ____________________________ ATTEST: Name: __________________________ Its: _____________________________ ________________________________ Sharon Antes, City Clerk APPROVED AS TO FORM: ________________________________ Justin S. Pierce, City Attorney Lori Messer Principal EXHIBIT A TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE CITY OF EL MIRAGE AND LOGIC COMPESNATION GROUP, LLC. [Tolleson Contract] See following pages. EXHIBIT B TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE CITY OF El MIRAGE AND LOGIC COMPENSATION GROUP, LLC [Contractor Estimate] See following pages (to be attached subsequent to execution). 2819288.1 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF TOLLESON AND LOGIC COMPENSATION GROUP, LLC THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is entered into as of April 28, 2020, between the City of Tolleson, an Arizona municipal corporation (the “City”) and Logic Compensation Group, LLC, an Arizona limited liability company (the “Contractor”). RECITALS A. The City issued a Request for Proposals, RFP-2020-17 “Employee Classification and Compensation Study” (the “RFP”), a copy of which is on file in the City’s Finance Office and incorporated herein by reference, seeking proposals from vendors interested in providing professional services consisting of conducting a citywide, comprehensive employee classification and compensation study for the purpose of attracting and retaining qualified City employees (the “Services”). B. The Contractor responded to the RFP by submitting a proposal (the “Proposal”), attached hereto as Exhibit A and incorporated herein by reference, and the City desires to enter into an Agreement with the Contractor for the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Contractor hereby agree as follows: 1. Term of Agreement. This Agreement shall be effective as of the date first set forth above and shall remain in full force and effect for one year thereafter (the “Initial Term”), unless terminated as otherwise provided in this Agreement. After the expiration of the Initial Term, the City and Contractor may agree, in writing, to extend this Agreement for a maximum of one successive one-year period (the “Renewal Term”), at the same rates as heretofore agreed upon. The Initial Term and any Renewal Term are collectively referred to herein as the “Term.” Upon renewal, the terms and conditions of this Agreement shall remain in full force and effect. 2. Scope of Work. Contractor shall provide the Services as set forth in the Scope of Work, attached hereto as Exhibit B and incorporated herein by reference. 3. Compensation. The City shall pay Contractor an amount for the Services at the rates set forth in the Fee Proposal, attached hereto as Exhibit C and incorporated herein by reference. 4. Payments. The City shall pay the Contractor monthly, based upon work performed and completed to date, and upon submission and approval of invoices. Exhibit A 2 5. Documents. All documents, including any intellectual property rights thereto, prepared and submitted to the City pursuant to this Agreement shall be the property of the City. 6. Contractor Personnel. Contractor shall provide adequate, experienced personnel, capable of and devoted to the successful performance of the Services under this Agreement. Contractor agrees to assign specific individuals to key positions. Contractor agrees that, upon commencement of the Services to be performed under this Agreement, key personnel shall not be removed or replaced without prior written notice to the City. If key personnel are not available to perform the Services for a continuous period exceeding 30 calendar days, or are expected to devote substantially less effort to the Services than initially anticipated, Contractor shall immediately notify the City of same and shall, subject to the concurrence of the City, replace such personnel with personnel possessing substantially equal ability and qualifications. 7. Inspection; Acceptance. All work shall be subject to inspection and acceptance by the City at reasonable times during Contractor’s performance. The Contractor shall provide and maintain a self-inspection system that is acceptable to the City. 8. Licenses; Materials. Contractor shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by the Contractor. The City has no obligation to provide Contractor, its employees or subcontractors any business registrations or licenses required to perform the specific services set forth in this Agreement. The City has no obligation to provide tools, equipment or material to Contractor. 9. Performance Warranty. Contractor warrants that the Services rendered will conform to the requirements of this Agreement and to the highest professional standards in the field. 10. Indemnification. To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the City and each council member, officer, employee or agent thereof (the City and any such person being herein called an “Indemnified Party”), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”) to the extent that such Claims (or actions in respect thereof) are caused by the negligent acts, recklessness or intentional misconduct of the Contractor, its officers, employees, agents, or any tier of subcontractor in connection with Contractor’s work or services in the performance of this Agreement. The amount and type of insurance coverage requirements set forth below will in no way be construed as limiting the scope of the indemnity in this Section. 11. Insurance. 3 11.1 General. A. Insurer Qualifications. Without limiting any obligations or liabilities of Contractor, Contractor shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with insurance companies authorized to do business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the City. Failure to maintain insurance as specified herein may result in termination of this Agreement at the City’s option. B. No Representation of Coverage Adequacy. By requiring insurance herein, the City does not represent that coverage and limits will be adequate to protect Contractor. The City reserves the right to review any and all of the insurance policies and/or endorsements cited in this Agreement but has no obligation to do so. Failure to demand such evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. C. Additional Insured. All insurance coverage, except Workers’ Compensation insurance and Professional Liability insurance, if applicable, shall name, to the fullest extent permitted by law for claims arising out of the performance of this Agreement, the City, its agents, representatives, officers, directors, officials and employees as Additional Insured as specified under the respective coverage sections of this Agreement. D. Coverage Term. All insurance required herein shall be maintained in full force and effect until all work or services required to be performed under the terms of this Agreement are satisfactorily performed, completed and formally accepted by the City, unless specified otherwise in this Agreement. E. Primary Insurance. Contractor’s insurance shall be primary insurance with respect to performance of this Agreement and in the protection of the City as an Additional Insured. F. Claims Made. In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or purchasing an extended reporting option, for three years past completion and acceptance of the services. Such continuing coverage shall be evidenced by submission of annual Certificates of Insurance citing applicable coverage is in force and contains the provisions as required herein for the three-year period. G. Waiver. All policies, except for Professional Liability, including Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation) against the City, its agents, representatives, officials, officers and employees for any claims arising out of the work or services of Contractor. Contractor shall arrange 4 to have such subrogation waivers incorporated into each policy via formal written endorsement thereto. H. Policy Deductibles and/or Self-Insured Retentions. The policies set forth in these requirements may provide coverage that contains deductibles or self-insured retention amounts. Such deductibles or self-insured retention shall not be applicable with respect to the policy limits provided to the City. Contractor shall be solely responsible for any such deductible or self-insured retention amount. I. Use of Subcontractors. If any work under this Agreement is subcontracted in any way, Contractor shall execute written agreements with its subcontractors containing the indemnification provisions set forth in this Section and insurance requirements set forth herein protecting the City and Contractor. Contractor shall be responsible for executing any agreements with its subcontractors and obtaining certificates of insurance verifying the insurance requirements. J. Evidence of Insurance. Prior to commencing any work or services under this Agreement, Contractor will provide the City with suitable evidence of insurance in the form of certificates of insurance and a copy of the declaration page(s) of the insurance policies as required by this Agreement, issued by Contractor’s insurance insurer(s) as evidence that policies are placed with acceptable insurers as specified herein and provide the required coverages, conditions and limits of coverage specified in this Agreement and that such coverage and provisions are in full force and effect. Confidential information such as the policy premium may be redacted from the declaration page(s) of each insurance policy, provided that such redactions do not alter any of the information required by this Agreement. The City shall reasonably rely upon the certificates of insurance and declaration page(s) of the insurance policies as evidence of coverage but such acceptance and reliance shall not waive or alter in any way the insurance requirements or obligations of this Agreement. If any of the policies required by this Agreement expire during the life of this Agreement, it shall be Contractor’s responsibility to forward renewal certificates and declaration page(s) to the City 30 days prior to the expiration date. All certificates of insurance and declarations required by this Agreement shall be identified by referencing the RFP number and title or this Agreement. A $25.00 administrative fee shall be assessed for all certificates or declarations received without the appropriate RFP number and title or a reference to this Agreement, as applicable. Additionally, certificates of insurance and declaration page(s) of the insurance policies submitted without referencing the appropriate RFP number and title or a reference to this Agreement, as applicable, will be subject to rejection and may be returned or discarded. Certificates of insurance and declaration page(s) shall specifically include the following provisions: (1) The City, its agents, representatives, officers, directors, officials and employees are Additional Insureds as follows: (a) Commercial General Liability – Under Insurance Services Office, Inc., (“ISO”) Form CG 20 10 03 97 or equivalent. 5 (b) Auto Liability – Under ISO Form CA 20 48 or equivalent. (c) Excess Liability – Follow Form to underlying insurance. (2) Contractor’s insurance shall be primary insurance with respect to performance of this Agreement. (3) All policies, except for Professional Liability, including Workers’ Compensation, waive rights of recovery (subrogation) against City, its agents, representatives, officers, officials and employees for any claims arising out of work or services performed by Contractor under this Agreement. (4) ACORD certificate of insurance form 25 (2014/01) is preferred. If ACORD certificate of insurance form 25 (2001/08) is used, the phrases in the cancellation provision “endeavor to” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives” shall be deleted. Certificate forms other than ACORD form shall have similar restrictive language deleted. 11.2 Required Insurance Coverage. A. Commercial General Liability. Contractor shall maintain “occurrence” form Commercial General Liability insurance with an unimpaired limit of not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed Operations Annual Aggregate and a $2,000,000 General Aggregate Limit. The policy shall cover liability arising from premises, operations, independent contractors, products- completed operations, personal injury and advertising injury. Coverage under the policy will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof, including but not limited to, separation of insured’s clause. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the City, its agents, representatives, officers, officials and employees shall be cited as an Additional Insured under ISO, Commercial General Liability Additional Insured Endorsement form CG 20 10 03 97, or equivalent, which shall read “Who is an Insured (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of “your work” for that insured by or for you.” If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. B. Vehicle Liability. Contractor shall maintain Business Automobile Liability insurance with a limit of $1,000,000 each occurrence on Contractor’s owned, hired and non-owned vehicles assigned to or used in the performance of the Contractor’s work or services under this Agreement. Coverage will be at least as broad as ISO coverage code “1” “any auto” policy form CA 00 01 12 93 or equivalent thereof. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the City, its agents, representatives, officers, directors, officials and employees shall be cited 6 as an Additional Insured under ISO Business Auto policy Designated Insured Endorsement form CA 20 48 or equivalent. If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. C. Professional Liability. If this Agreement is the subject of any professional services or work, or if the Contractor engages in any professional services or work adjunct or residual to performing the work under this Agreement, the Contractor shall maintain Professional Liability insurance covering negligent errors and omissions arising out of the Services performed by the Contractor, or anyone employed by the Contractor, or anyone for whose negligent acts, mistakes, errors and omissions the Contractor is legally liable, with an unimpaired liability insurance limit of $2,000,000 each claim and $2,000,000 annual aggregate. D. Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Contractor’s employees engaged in the performance of work or services under this Agreement and shall also maintain Employers Liability Insurance of not less than $500,000 for each accident, $500,000 disease for each employee and $1,000,000 disease policy limit. 11.3 Cancellation and Expiration Notice. Insurance required herein shall not expire, be canceled, or be materially changed without 30 days’ prior written notice to the City. 12. Termination; Cancellation. 12.1 For City’s Convenience. This Agreement is for the convenience of the City and, as such, may be terminated without cause after receipt by Contractor of written notice by the City. Upon termination for convenience, Contractor shall be paid for all undisputed services performed to the termination date. 12.2 For Cause. If either party fails to perform any obligation pursuant to this Agreement and such party fails to cure its nonperformance within 30 days after notice of nonperformance is given by the non-defaulting party, such party will be in default. In the event of such default, the non-defaulting party may terminate this Agreement immediately for cause and will have all remedies that are available to it at law or in equity including, without limitation, the remedy of specific performance. If the nature of the defaulting party’s nonperformance is such that it cannot reasonably be cured within 30 days, then the defaulting party will have such additional periods of time as may be reasonably necessary under the circumstances, provided the defaulting party immediately (A) provides written notice to the non-defaulting party and (B) commences to cure its nonperformance and thereafter diligently continues to completion the cure of its nonperformance. In no event shall any such cure period exceed 90 days. In the event of such termination for cause, payment shall be made by the City to the Contractor for the undisputed portion of its fee due as of the termination date. 12.3 Due to Work Stoppage. This Agreement may be terminated by the City upon 30 days’ written notice to Contractor in the event that the Services are permanently 7 abandoned. In the event of such termination due to work stoppage, payment shall be made by the City to the Contractor for the undisputed portion of its fee due as of the termination date. 12.4 Conflict of Interest. This Agreement is subject to the provisions of ARIZ. REV. STAT. § 38-511. The City may cancel this Agreement without penalty or further obligations by the City or any of its departments or agencies if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the City or any of its departments or agencies is, at any time while this Agreement or any extension of this Agreement is in effect, an employee of any other party to this Agreement in any capacity or a Contractor to any other party of this Agreement with respect to the subject matter of this Agreement. 12.5 Gratuities. The City may, by written notice to the Contractor, cancel this Agreement if it is found by the City that gratuities, in the form of economic opportunity, future employment, entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor to any officer, agent or employee of the City for the purpose of securing this Agreement. In the event this Agreement is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover and withhold from the Contractor an amount equal to 150% of the gratuity. 12.6 Agreement Subject to Appropriation. The City is obligated only to pay its obligations set forth in this Agreement as may lawfully be made from funds appropriated and budgeted for that purpose during the City’s then current fiscal year. The City’s obligations under this Agreement are current expenses subject to the “budget law” and the unfettered legislative discretion of the City concerning budgeted purposes and appropriation of funds. Should the City elect not to appropriate and budget funds to pay its Agreement obligations, this Agreement shall be deemed terminated at the end of the then-current fiscal year term for which such funds were appropriated and budgeted for such purpose and the City shall be relieved of any subsequent obligation under this Agreement. The parties agree that the City has no obligation or duty of good faith to budget or appropriate the payment of the City’s obligations set forth in this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement is executed and delivered. The City shall be the sole judge and authority in determining the availability of funds for its obligations under this Agreement. The City shall keep Contractor informed as to the availability of funds for this Agreement. The obligation of the City to make any payment pursuant to this Agreement is not a general obligation or indebtedness of the City. Contractor hereby waives any and all rights to bring any claim against the City from or relating in any way to the City’s termination of this Agreement pursuant to this section. 13. Miscellaneous. 13.1 Independent Contractor. It is clearly understood that each party will act in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the other. An employee or agent of one party shall not be deemed or construed to be the employee or agent of the other for any purpose whatsoever. The Contractor acknowledges and agrees that the Services provided under this Agreement are being provided as an independent contractor, not as an employee or agent of the City. Contractor, its employees and subcontractors are not entitled to workers’ compensation benefits from the City. The City does not have the authority to supervise or control the actual work of Contractor, its employees or subcontractors. The Contractor, and not 8 the City, shall determine the time of its performance of the services provided under this Agreement so long as Contractor meets the requirements of its agreed Scope of Work as set forth in Section 2 above and Exhibit B. Contractor is neither prohibited from entering into other contracts nor prohibited from practicing its profession elsewhere. City and Contractor do not intend to nor will they combine business operations under this Agreement. 13.2 Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona. 13.3 Laws and Regulations. Contractor shall keep fully informed and shall at all times during the performance of its duties under this Agreement ensure that it and any person for whom the Contractor is responsible abides by, and remains in compliance with, all rules, regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the following: (A) existing and future City and County codes, ordinances and regulations; (B) existing and future State and Federal laws; and (C) existing and future Occupational Safety and Health Administration standards. 13.4 Amendments. This Agreement may be modified only by a written amendment signed by persons duly authorized to enter into contracts on behalf of the City and the Contractor. 13.5 Provisions Required by Law. Each and every provision of law and any clause required by law to be in this Agreement will be read and enforced as though it were included herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, this Agreement will promptly be physically amended to make such insertion or correction. 13.6 Severability. The provisions of this Agreement are severable to the extent that any provision or application held to be invalid by a Court of competent jurisdiction shall not affect any other provision or application of this Agreement which may remain in effect without the invalid provision or application. 13.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire agreement of the parties with respect to its subject matter, and all previous agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and superseded by this Agreement. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in any other contemporaneous written agreement executed for the purposes of carrying out the provisions of this Agreement. This Agreement shall be construed and interpreted according to its plain meaning, and no presumption shall be deemed to apply in favor of or against the party drafting this Agreement. The parties acknowledge and agree that each has had the opportunity to seek and utilize legal counsel in the drafting of, review of, and entry into this Agreement. 13.8 Assignment; Delegation. No right or interest in this Agreement shall be assigned or delegated by Contractor without prior, written permission of the City, signed by the 9 City Manager. Any attempted assignment or delegation by Contractor in violation of this provision shall be a breach of this Agreement by Contractor. 13.9 Subcontracts. No subcontract shall be entered into by the Contractor with any other party to furnish any of the material or services specified herein without the prior written approval of the City. The Contractor is responsible for performance under this Agreement whether or not subcontractors are used. Failure to pay subcontractors in a timely manner pursuant to any subcontract shall be a material breach of this Agreement by Contractor. 13.10 Rights and Remedies. No provision in this Agreement shall be construed, expressly or by implication, as waiver by the City of any existing or future right and/or remedy available by law in the event of any claim of default or breach of this Agreement. The failure of the City to insist upon the strict performance of any term or condition of this Agreement or to exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or the City’s acceptance of and payment for services, shall not release the Contractor from any responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a waiver of any right of the City to insist upon the strict performance of this Agreement. 13.11 Attorneys’ Fees. In the event either party brings any action for any relief, declaratory or otherwise, arising out of this Agreement or on account of any breach or default hereof, the prevailing party shall be entitled to receive from the other party reasonable attorneys’ fees and reasonable costs and expenses, determined by the court sitting without a jury, which shall be deemed to have accrued on the commencement of such action and shall be enforced whether or not such action is prosecuted through judgment. 13.12 Liens. All materials or services shall be free of all liens and, if the City requests, a formal release of all liens shall be delivered to the City. 13.13 Offset. A. Offset for Damages. In addition to all other remedies at law or equity, the City may offset from any money due to the Contractor any amounts Contractor owes to the City for damages resulting from breach or deficiencies in performance or breach of any obligation under this Agreement. B. Offset for Delinquent Fees or Taxes. The City may offset from any money due to the Contractor any amounts Contractor owes to the City for delinquent fees, transaction privilege taxes and property taxes, including any interest or penalties. 13.14 Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (A) delivered to the party at the address set forth below, (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: 10 If to the City: City of Tolleson 9555 West Van Buren Street Tolleson, Arizona 85353 Attn: Reyes Medrano, Jr., City Manager With copy to: Pierce Coleman PLLC 7730 East Greenway, Suite 105 Scottsdale, Arizona 85260 Attn: Justin S. Pierce, City Attorney If to Contractor: Logic Compensation Group, LLC 112 E. Palmcroft Drive Tempe, AZ 85282 Attn: Lori Messer, Principal or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received (A) when delivered to the party, (B) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (C) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 13.15 Confidentiality of Records. The Contractor shall establish and maintain procedures and controls that are acceptable to the City for the purpose of ensuring that information contained in its records or obtained from the City or from others in carrying out its obligations under this Agreement shall not be used or disclosed by it, its agents, officers, or employees, except as required to perform Contractor’s duties under this Agreement. Persons requesting such information should be referred to the City. Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Contractor as needed for the performance of duties under this Agreement. 13.16 Records and Audit Rights. To ensure that the Contractor and its subcontractors are complying with the warranty under subsection 13.17 below, Contractor’s and its subcontractor’s books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the City, to the extent necessary to adequately permit (A) evaluation and verification of any invoices, payments or claims based on Contractor’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Agreement and (B) evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in subsection 13.17 below. To the extent necessary for the 11 City to audit Records as set forth in this subsection, Contractor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the City shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the City to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the City with adequate and appropriate workspace so that the City can conduct audits in compliance with the provisions of this subsection. The City shall give Contractor or its subcontractors reasonable advance notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this subsection by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 13.17 E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41-4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractors’ failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the City. 13.18 Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the Scope of Work, any City-approved Purchase Order, the Fee Proposal, the RFP and the Contractor’s Proposal, the documents shall govern in the order listed herein. 13.19 Non-Exclusive Contract. This Agreement is entered into with the understanding and agreement that it is for the sole convenience of the City. The City reserves the right to obtain like goods and services from another source when necessary. 13.20 Cooperative Purchasing. Specific eligible political subdivisions and nonprofit educational or public health institutions (“Eligible Procurement Unit(s)”) are permitted to utilize procurement agreements developed by the City, at their discretion and with the agreement of the awarded Contractor. Contractor may, at its sole discretion, accept orders from Eligible Procurement Unit(s) for the purchase of the Materials and/or Services at the prices and under the terms and conditions of this Agreement, in such quantities and configurations as may be agreed upon between the parties. All cooperative procurements under this Agreement shall be transacted solely between the requesting Eligible Procurement Unit and Contractor. Payment for such purchases will be the sole responsibility of the Eligible Procurement Unit. The exercise of any rights, responsibilities or remedies by the Eligible Procurement Unit shall be the exclusive obligation of such unit. The City assumes no responsibility for payment, performance or any liability or obligation associated with any cooperative procurement under this Agreement. The City shall not be responsible for any disputes arising out of transactions made by others. 13.21. Miscellaneous. Vendor certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in a boycott of Israel, as that term is defined in ARIZ. REV. STAT. § 35-393. [SIGNATURES ON FOLLOWING PAGES] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first set forth above. "City" CITY OF TOLLESON, an Arizona Municipal Corporation Reye~ Medrano, Jr., City Manager ATTEST: APPROVED AS TO FORM: STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On this 28th day of April, 2020, before me personally appeared Reyes Medrano, Jr., the City Manager of the CITY OF TOLLESON, an Arizona municipal corporatio°' whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be, and acknowledged that he signed this Professional Services Agreement on behalf of the City of Tolleson. I certify under PENALTY OF PERJURY under the laws of the State of Arizona that the foregoing paragraph is true and correct. [SIGNATURES CONTINUE ON FOLLOWING PAGE] 12 EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF TOLLESON AND LOGIC COMPENSATION GROUP, LLC [Contractor’s Proposal] See following pages. EXHIBIT B TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF TOLLESON AND LOGIC COMPENSATION GROUP, LLC [Scope of Work] See following page(s). EMPLOYEE CLASSIFICATION AND COMPESNATION STUDY SCOPE OF WORK The City of Tolleson is requesting proposals for consulting services to conduct a citywide, comprehensive employee classification and compensation study. Tolleson is a full service City, with a seven-member City Council operating under the Council/Manager form of government. City departments include City Manager, City Clerk, Finance, Municipal Court, Employee Resources, Fire, Information Technology, Economic Development, Police, Building and Engineering, Human Services, Parks and Recreation, and Field Operations (Street Transportation, Sanitation, Grounds, Vehicles, Facilities Management) and Utilities (Wastewater, Water and Sewer). This study will include approximately 219 employees currently in 27 classifications. All city positions will be included in this study with exception to sworn police and fire positions. Sworn Police and Fire positions were studied in 2019 and data can be aged accordingly. Current organizational charts will be made available upon request. The city has not recognized any bargaining units. Currently, the city has a broad-banded classification and compensation system that using the Decision Band Method (DBTMM) with varying potential merit increases, based on a “quadrant” system. In 2012 the City contracted with Fox Lawson and Associates (now known as Gallagher) to conduct a similar study. To date, the pay structure is broad-banded and includes open ranges for all positions and a merit plan is in place for all employees. Job descriptions were revised, and reclassifications have been evaluated on a case-by-case basis. A major part of this project will include the education and involvement of employees, management, and the City Council in this process. The City is looking for a creative consulting firm that can incorporate public sector needs and design a program specifically for the City of Tolleson that emphasizes our mission, vision, and values. We would like the consultant to become part of the City of Tolleson during this process. Please include in your proposal how you would establish a presence here. Classification Component The consultant will develop or revise a comprehensive classification system, which will include performance of the following tasks: 1. Review of background materials, including current classifications and classification program, current job description questionnaire and job descriptions, organizational charts, Employee Handbook and Policies, and related information. 2. Conduct orientation and briefing sessions for employees at all levels to educate them on the goals of the study and the potential outcomes. 3. Obtain job-related questionnaires from all employees. Please include a copy of the Position Description Questionnaire (PDQ) you intend to use as part of this proposal. 4. Conduct interviews and job audits with a representative sample of employees to confirm the data provided in the PDQs. All single incumbent positions should be interviewed, as well as small groups of employees holding the same position. Employees should feel that they have been listened to, that their input was valued, and when they see the results, it will be obvious to the employee that this is not a canned program and that their input is reflected in the new job description. 5. Prepare up-to-date, clearly defined classification specifications for all jobs. Distinctions between jobs should be readily understood while providing broad-based, generic classifications, where appropriate. The final class specifications (job descriptions) should include essential functions, distinguishing characteristics, physical and mental demands, all minimum qualifications such as driver license requirements, certifications, and competencies required to do the job (knowledge, skills and abilities or existing model). In addition, the job description should include a description of complying with and embracing the culture as well as any other standard language recommended to ensure compliance with labor laws. 6. Allocate all employees included within the scope of the study to appropriate job classifications. In the allocation process, where appropriate, define career paths and specify what would be needed to advance within a given career path. 7. Identify any extreme current classification inequities and provide a recommended corrective action plan and process to remedy these situations, prior to full plan implementation. 8. Propose a management review process that includes your firm to be used to find a resolution to classification-related disputes, with the decision of the City Manager as final. 9. Submit recommendations for appropriate implementation measures that City staff will need to take. Include revisions to our rules and policies that will need to be in place to administer the system. The rules and policies should be very specific in nature and include all aspects of classification. Software should be provided that expedites and simplifies future job specification development and position reclassifications. Finally, you will need to present these rules and policies to the City Council in order to implement the new system. 10. Suggest a straightforward, easily understood, maintenance system that we will use to keep the classification system current and equitable. Maintenance should include system-wide, annual activities (such as a market survey), as well as the process we would use in the review of the classification of individual jobs, as needed. The time it should take us to classify/reclassify a position should be included in the process, as well as what assistance we can expect from your company in ongoing system maintenance and administration. Include a recommendation on how frequently and under what circumstances reclassifications should be addressed. 11. Conduct a comprehensive training program for key staff to ensure that the City’s staff can explain and administer the new system in the future. The target audience, program length, and program objectives should be clearly spelled out in the proposal. Compensation Component 1. Identify benchmark classifications in a way that is equitable and fair. 2. Recommend comparable labor markets and assist the management team and the City Council in defining comparable markets for public sector employers 3. Develop externally competitive and internally equitable salary recommendations for each classification included within the study. 4. Identify any extreme current individual or group compensation inequities and provide a recommended corrective action plan and process to remedy these situations, prior to full plan implementation. 5. Recommend an implementation strategy (including costs) and a maintenance strategy for the new salary system. Include proposed policies and administrative guidelines that will need to be in place to administer the system. These policies and administrative guidelines should be very specific and include all aspects of compensation. You will need present these policies to the City Council for adoption in order to implement the new system. 6. Develop a policy and guideline to assist City staff with determining the starting pay for new employees based on knowledge and experience above the minimum requirements of the position and how difficult the position is to fill and market competitiveness. In addition, include lateral pay for Police and Fire positions. 7. Develop a new salary range table(s) that will encompass all City positions. The table should make sense when changing ranges and not begin a new range with salaries that are unrelated to the other ranges. Software or System should be provided that expedites changes to the salary ranges when market adjustments are implemented. 8. Recommend an implementation strategy (including costs) and a maintenance strategy for the new salary system. Include proposed policies and guidelines that will need to be in place to administer the system. These policies and guidelines should be very specific and include all aspects of compensation. You will need to present these policies to the City Council for adoption in order to implement the new system. 9. Make recommendations and provide implementation strategy related to other key compensation practices including pay for performance, skill pay, shift differential pay, special assignment pay, out of class pay, specialty pay, certification pay, bi-lingual pay, promotional pay, acting assignment pay, stand-by pay, and call-out pay. The recommendations should include how these practices relate to employees working 40 hours per week, versus 56 hours per week. 10. Review and make a recommendation on pay practices related to promoting employees from a nonexempt to an exempt classification. Take into consideration possible overtime the non-exempt employee might be giving up. 11. Suggest a maintenance system that we will use to keep the compensation system current and equitable. Maintenance should include system-wide, annual activities (such as a market survey). This process should include a presentation of recommendations to the City Council. Project Oversight A team of city employees will monitor the progress of this project. The team will review the proposals, possibly ask the top two or three consultants to present their proposal to the team, check references, and recommend a consultant to the City to utilize for this project. After receiving the bid award, it will be necessary to make periodic reports and presentations to the team and to incorporate the team’s recommendations into the final product, if necessary. In addition, you will be expected to make related presentations to the City Council throughout the project prior to the start of the study to provide an overview to the Council, at the mid-point of the study to provide an update to the Council, and at the conclusion of the study. You will also need to provide the City manuals to assist in the management of this program throughout the years. EXHIBIT C TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF TOLLESON AND [Fee Proposal] See following page(s). A) Cost for professional services consisting of city wide classification study excluding sworn police and fire positions. B) Cost for professional services consisting of city wide classification study including sworn police and fire positions. PROPOSAL FOR EMPLOYEE CLASSIFICATION & COMPENSATION STUDY PREPARED FOR THE CITY OF EL MIRAGE, AZ SEPTEMBER 3, 2020 LORI MESSER, PRINCIPAL 112 E. Palmcroft Dr., Tempe, AZ 85282 P: 480.431.4702 E: lori.messer@LogicCompGroup.com Exhibit B 2 | P a g e TABLE OF CONTENTS TRANSMITTAL LETTER ................................................................................................................. 3 COMPANY BACKGROUND & QUALIFICATIONS ..................................................................... 5 Company History .................................................................................................................. 5 Organizational Structure ...................................................................................................... 6 Project Team Resumes ......................................................................................................... 7 Size of Organizations Served ............................................................................................... 9 Ability to Perform Services ................................................................................................... 9 UNDERSTANDING OF THE TASK AT HAND................................................................................ 9 Objective .............................................................................................................................. 9 Execution Strategy ..............................................................................................................12 Work Plan .............................................................................................................................12 Project Deliverables ............................................................................................................16 Project Schedule .................................................................................................................17 PROJECT FEES ..........................................................................................................................20 2020 Hourly Rates ................................................................................................................20 CONCLUSION ..........................................................................................................................21 3 | P a g e TRANSMITTAL LETTER September 3, 2020 Ms. Dawn Kurek Human Resources Director City of El Mirage 10000 N. El Mirage Road El Mirage, AZ 85335 Ms. Kurek, Logic Compensation Group is pleased to submit our proposal for a comprehensive employee classification and compensation study in support of the City of El Mirage’s (the City) goals to attract and retain qualified workers, provide equitable salaries for employees, create a salary structure that enables the City to maintain a competitive position with other comparable cities and governmental entities, consolidate and update distinct job descriptions and job levels, and create an objective methodology to assign jobs to designated salary levels. Further, we understand that the City employs approximately 190 employees in 75 job classifications. Our firm commits to limiting the number of clients we work with at any one time – a key factor as to what sets us apart from other firms. Our processes are designed to educate and involve all applicable stakeholders, increasing the likelihood of a successful study and positive implementation experience. Our project team has worked together for over seven (7) years at a Fortune 500 human resources consulting firm successfully performing public sector total rewards comparative and organizational analyses that were similar in nature to the City’s stated scope of work. Collectively, our team has over 30 years of experience conducting salary surveys for public and private employers as well as the expertise and experience performing employee classification and compensation studies. In addition, our team also has significant direct public sector experience as city management and human resource practitioners. 4 | P a g e We appreciate the opportunity to submit this proposal and would consider it a privilege to serve the City of El Mirage in this capacity. Our proposal and fee schedule is valid for a minimum of 90 days. Should you need additional information or have questions regarding this proposal, please contact me directly at 480-431-4702 or at lori.messer@LogicCompGroup.com. Respectfully, Lori Messer, MA, CCP Principal E: lori.messer@LogicCompGroup.com P: 480.431.4702 W: LogicCompGroup.com 5 | P a g e COMPANY BACKGROUND & QUALIFICATIONS Company History Logic Compensation Group (LCG) is a Limited Liability Corporation, established in January 2020. The company is staffed by three (3) seasoned total rewards professionals who have Fortune 500 consulting experience, as well as hands-on experience working in public sector organizations. LCG was formed to bridge the disconnect between the goals of a large consulting firm and the goals of clients. Large consulting firms focus on volume and maximizing revenue streams without providing the personal touch and attention that clients desire. LCG was formed based on a commitment to providing our clients with high-touch, cost-effective services that are customized based on the needs of our clients while limiting the number of projects we are engaged in simultaneously so we can focus on quality versus a corporate volume directive. Our professional backgrounds and experiences ensure that our clients receive real- world solutions that take into consideration your ability to effectively implement, use, and administer our recommendations long after the completion of the formal study. Logic Compensation Group (LCG) is dedicated to providing total reward consulting services based on our guiding principles of excellence, professionalism, integrity, collaboration, and timeliness to each of our clients. Our goal is to deliver high quality services and solutions that are customized to meet your unique needs. Ms. Lori Messer is the firm’s principal and primary contact, and is responsible for negotiating all terms and conditions for engagements. Details for our organization are below: Company Name: Logic Compensation Group, LLC Contact Person: Lori Messer, Principal Business Address: 112 E. Palmcroft Dr. Tempe, AZ 85282 Telephone Number: 480.431.4702 Email Address: lori.messer@LogicCompGroup.com URL: www.LogicCompGroup.com FEIN Number: 84-2864177 6 | P a g e Organizational Structure The firm engages the services of two (2) total rewards professionals and a technical advisor. Below is an organizational chart and a table that identifies each team member’s area(s) of expertise and years of total rewards experience is on the following page. Lori Messer Principal Nichole Arko Consultant Bruce Lawson Technical Advisor 7 | P a g e Name Areas of Expertise Relevant to the City’s Project Years of Experience Lori Messer Principal Project Management, Total Rewards Strategy, Classification Analyses, Compensation Analyses, Implementation Strategy; former Principal Consultant at Gallagher Benefit Services, Inc. 30 Bruce Lawson Technical Advisor Over 35 years of public sector consulting experience in classification and compensation studies; former Managing Director at Gallagher Benefit Services, Inc. (formerly Fox Lawson & Associates) 35 Nichole Arko Consultant Custom Surveys, Data Analysis, Fiscal Impact Assessment; former Consultant at Gallagher Benefit Services, Inc. 20 Project Team Resumes Logic Compensation Group is dedicated to providing total reward consulting services based on our guiding principles of excellence, professionalism, integrity, collaboration, and timeliness to each of our clients. Our goal is to deliver high quality services and solutions that are customized to meet your unique needs. Collectively, your LCG consulting team has over 80 years of experience working in and/or for public sector organizations. Additionally, all members of the team have worked together for a minimum of the past five years for a Fortune 500 compensation and human resources consulting firm that focused on the public sector. Some members of the team have worked together for as long as 15 years. All of the staff outlined below will serve as your consulting project team. LORI MESSER, MA, CCP – Principal and Project Manager lori.messer@LogicCompGroup.com; 480-431-4702 Ms. Messer is the firm’s Principal. During the City’s project, Ms. Messer will be responsible for overall project management and oversight of all project deliverables. Her additional responsibilities include providing direct assistance in the classification and compensation technical work. Ms. Messer has worked with and for a variety of public and private sector organizations, including states, cities, counties, school districts, colleges, universities, and special districts. Immediately prior to starting the firm, Ms. Messer spent seven years working as a consultant, and subsequently West Coast office Principal, for Gallagher Benefit Services’ Human Resources Compensation Consulting practice. Prior to working for Gallagher, Ms. Messer held a variety of consultative human resources and compensation positions in high tech, distribution, healthcare and local government organizations. Ms. Messer has a Bachelor’s Degree in Business 8 | P a g e Administration from Arizona State University and a Master’s Degree in Education from the University of Phoenix. She is also a member of WorldatWork and has earned her CCP certification. Ms. Messer also serves on the Merit Board for the City of Tempe, AZ. BRUCE G. LAWSON, MPA, CCP, IPMA-SCP – Technical Advisor brucelawson@mac.com; 602-840-1070 Mr. Lawson is a Technical Advisor to the firm as of January 2020, providing technical direction and quality assurance. Mr. Lawson has directed classification and compensation studies for more than 35 years. Mr. Lawson was a Managing Partner with Fox Lawson. Prior to forming Fox Lawson, he spent 15 years with the firm of Ernst & Young LLP where he served as the National Director of their public-sector compensation consulting practice. He also served as City Manager in two California cities (Los Altos Hills and Belvedere), was the County Administrative Officer in Multnomah County (Portland) Oregon, Assistant City Manager/Personnel Director in Corvallis, Oregon, and Assistant to the City Administrator/Personnel Director in Placentia, CA. Mr. Lawson served on the City of Phoenix (AZ) Public Safety Employees Retirement Board for 12 years. Mr. Lawson has a Master’s Degree in Public Administration from the California State University at Fullerton, is a.b.d. in Public Administration from Golden Gate University in San Francisco, and has earned his CCP certification from WorldatWork. He is also an active member of several professional associations including the College & University Professional Association for Human Resources, the International City & County Management Association, the International Public Management Association for Human Resources, the Society for Human Resources Management and WorldatWork. NICHOLE ARKO, MBA, CCP – Consultant; nichole.arko@LogicCompGroup.com; 480-363-0196 Ms. Arko is a Consultant for the firm as of February 2020 and will provide primary support for the compensation portion of the City’s study and back-up for classification technical work. Ms. Arko performs classification and compensation consulting services for clients. Ms. Arko has worked with a variety of public and private sector organizations, including cities, counties, museums and colleges. Prior to joining the firm, Ms. Arko spent 10 years in a variety of consultative compensation positions with Gallagher Benefit Services’ Human Resources Compensation Consulting practice, and in healthcare, environmental services and manufacturing organizations. Ms. Arko has a Bachelor’s Degree in Marketing from Arizona State University and a Master’s Degree in Business Administration from the same institution. She is also a member of the Arizona Total Rewards Association and WorldatWork and has earned her CCP certification. 9 | P a g e Size of Organizations Served Our team has been engaged in serving clients that have employee populations ranging from 5 to over 10,000. While the team has worked on projects of varying sizes, our firm is focused on providing services for small to mid-size public sector organizations (under 1,000 employees). Ability to Perform Services We understand that classification and compensation studies are one of the most important and challenging endeavors an organization can undertake. Our experience has shown us that the most successful studies require a collaborative partnership between the consultant and the organization and rely on a few key hallmarks from the consultant: listening to the client, educating applicable stakeholders on the study process, meeting deadlines, providing accurate data and analyses, and ensuring clear and concise communication. Logic Compensation Group limits the number of projects it is simultaneously engaged in to ensure that our firm has the capacity to provide each of our clients the dedication and attention they deserve during such an important study. We commit that we will not be engaged in more than five (5) classification and compensation study projects while engaged in the City’s study. UNDERSTANDING OF THE TASK AT HAND Our proposed approach is designed to supply the City with work products that are tailored to your needs, educate and engage applicable City stakeholders, and take advantage of the City’s existing knowledge about the jobs we will study. Objective The City desires to undergo a comprehensive classification and compensation study to ensure jobs are properly documented, employees are appropriately allocated to classifications based on the work they perform, and to ensure a pay system that is competitive among comparable public sector agencies with whom the City competes for talent. Based on the above objectives, the following tasks, at a minimum, will be completed: 10 | P a g e Classification Component Review of background materials, including current classifications and classification program, current job description questionnaire and job descriptions, organizational charts, Employee Handbook and Policies, and related information. Conduct orientation and briefing sessions for employees at all levels to educate them on the goals of the study and the potential outcomes. Conduct interviews with department directors to identify opportunities for the classification system and compensation practices/philosophy to support organizational goals and values; identify strategic and ongoing issues including career development and/or recruitment challenges; and identify positive aspects of the current system, policies and practices as well as areas of opportunity. Collect and review Position Description Questionnaires (PDQ) from all employees included in the study. Conduct interviews and job audits with a representative sample of employees to confirm the data provided in the PDQs (all single incumbent positions will be interviewed, as well as small groups of employees holding the same position). Prepare recommended classification hierarchy that details distinctions between jobs and clearly defines career paths and requirements for advancement within respective job families. This will include identification of any problem areas within the classification hierarchy system and recommendations for correcting identified concerns, if applicable. Update job descriptions, ensuring clear distinctions between jobs, based on information obtained from PDQs and interviews to ensure they reflect the essential job functions, minimum qualifications, physical requirements/working conditions, license requirements and City-specific requirements for classifications and ensure legal compliance. Present classification allocation recommendations to the Human Resources Department for review and discussion. Make initial revisions to the classification system based on human resources feedback. Review the proposed classification system with department directors, provide human resources with a list of department director concerns and receive direction from human resources for final revisions to the classification system. Develop a reconsideration process for employees who believe they have been improperly allocated to a classification that incorporates reviews by the City and LCG with the City Manager accountable for the final decision in the process. Submit recommendations for implementing the updated classification system. 11 | P a g e Provide the City with recommended revisions to existing rules and policies applicable to the classification system. Provide tools that simplify future job specification development and position reclassifications/reviews. Provide the City with recommendations for maintaining the classification system to ensure the system remains current and equitable. Conduct a comprehensive training program for key staff to ensure that the City’s staff can explain and administer the new system in the future. Compensation Component Collaborate with the City on the identification of an appropriate market position given the unique characteristics of the City (i.e., location, budget, difficulty in recruiting, turnover, and/or other applicable factors). Collaborate with the City and present recommendations on comparable public sector organizations with whom the City competes for talent. Develop a comprehensive custom labor market survey covering all City jobs that is inclusive of base pay, variable pay and supplemental pay. Analyze data collected in the custom survey against the City’s data to assess the competitive position of the City in the market. Recommend appropriate salary structure (including percent spreads between ranges and within ranges for each classification) for each existing or proposed position based on the classification plan, the compensation survey results, internal relationships, equity, and best practices. Identify significant individual or group compensation inequities/outliers and provide recommended corrective action plan(s) and process(es) to remedy these situations, if applicable. Develop recommendations for the ongoing internal administration and maintenance of the proposed compensation plan. Make recommendations and provide implementation strategy related to other key compensation practices including pay for performance, skill pay, shift differential pay, special assignment pay, out of class pay, specialty pay, certification pay, bi-lingual pay, promotional pay, acting assignment pay, stand- by pay, and call-out pay. The recommendations should include how these practices relate to employees working 40 hours per week, versus 56 hours per week. Recommend implementation strategies including up to three (3) fiscal impact analyses, including recommendations for employee pay placement in the updated salary ranges. 12 | P a g e Review and make a recommendation on pay practices related to promoting employees from a nonexempt to an exempt classification. Take into consideration possible overtime the non-exempt employee might be giving up. Provide tools and system documentation that will allow the City to expeditiously make changes to the salary ranges when market adjustments are implemented. Provide the City with recommendations for maintaining the compensation and classification system to ensure the system remains current, competitive and equitable. Conduct a comprehensive training program for key staff to ensure that the City’s staff can explain and administer the new system independently now and in the future. Execution Strategy Our execution strategy incorporates proven methodologies, extremely qualified personnel, and a highly responsive approach to managing deliverables. Based on our understanding of your needs, we have prepared a detailed summary of the phases of work we believe addresses your stated needs. Work Plan City to supply LCG with current job descriptions, pay plans, organizational charts, employee census, job evaluation methodology, policies and procedures, and other related documentation to facilitate analysis and the completion of study. Initial meeting conducted with applicable City staff to discuss project parameters (including key deliverable dates), potential study barriers, strengths and weaknesses of current system, communication milestones and delivery methods, and current philosophies/strategic objectives related to the classification and compensation programs. Make presentations to the City Council throughout the project, including: prior to the start of the study to provide an overview of study objectives, phases and deliverables; at the mid-point of the study to provide an update on study progress; and, at the conclusion of the study to present study findings and recommendations. PHASE 1: PROJECT INITIATION 13 | P a g e Discuss/identify potential comparator organizations with whom the City competes with for talent. Conduct employee meetings to introduce the purpose and objectives of the study and to walk employees through the Position Description Questionnaire (PDQ) to ensure consistent communication and feedback are provided. Conduct department head meetings to identify opportunities for the classification system and compensation practices/philosophy to support organizational goals and values; identify strategic and ongoing issues including career development and/or recruitment challenges; and identify positive aspects of the current system, policies and practices as well as frustrations. Confirm the project communication plan, project timeline, and/or other related items. Review the City’s current job descriptions and note any questions and concerns with their format and content and discuss how to resolve these areas during the classification review. Develop and disseminate a position description questionnaire (PDQ) to capture current duties and responsibilities of all employees to identify distinct job families and levels or work within these job families. Note: position description questionnaire format shown in fillable word form, but can be incorporated into a fillable PDF document. Apply the applicable FLSA tests to levels within job families and recommend FLSA exempt and non-exempt status of the jobs. Conduct occupational group panels and/or individual interviews to gather additional information in preparing recommendations for a classification structure. The panels will be organized by occupational group and focus on the typical minimum qualifications and distinguishing characteristics between classifications within respective occupational groups or series. Create a proposed classification structure that identifies recommendations for standardized job titling nomenclature, proposed class titles, job values, distinguishing characteristics of the job, minimum requirements and recommended FLSA designation. Receive initial feedback on classification PHASE 2: CLASSIFICATION STUDY 14 | P a g e structure from human resources. Make identified revisions and meet with department directors. Submit inventory of department director input and/or changes to human resources along with final proposed classification structure. Human resources to provide a set of consolidated feedback to our proposed recommendations which includes direction for any unresolved issues raised by department directors. LCG will make revisions to the classification system based on this consolidated feedback. Allocate each position to the appropriate job classification based on the City’s approval of the class structure and information provided in the PDQs, occupational panels or individual interviews, and other available information. The City will review and provide feedback to our proposed recommendations. Prepare update job descriptions that reflect the essential job functions, minimum qualifications, physical requirements/working conditions, license requirements, City-specific requirements for classifications, and legal compliance. Evaluate jobs for internal equity relationships utilizing a City-approved job evaluation tool. Develop a reconsideration process for employees who believe they have been improperly allocated to a classification that incorporates reviews by the City and LCG; LCG to present written recommendations on appeals submitted to the City; the City Manager will make the final decision in the process. Provide the City with classification guidelines that describe how to maintain the new classification system and job descriptions, including applicable tools to streamline the process. The guidelines will address issues such as the process for reclassification requests, how to classify new positions, and other common classification issues. Provide the City with recommended revisions to existing rules and policies applicable to the classification system. Conduct a comprehensive training program for key staff to ensure that the City’s staff can explain and administer the new system in the future. 15 | P a g e Develop market pricing specifications detailing the custom survey, data collection and analytical processes for approval by the City, which will include: comparator organizations, variable and supplemental pay items, and comparative metrics to be utilized in the analyses. Develop a custom survey document for approval by the City that includes base pay and applicable variable/supplemental pays (i.e., shift differential pay, special assignment pay, out of class pay, specialty pay, certification pay, bi-lingual pay, acting assignment pay, stand-by pay, call-out pay, and/or related items. Distribute custom survey to comparator organizations and perform follow- ups to encourage participation. Perform analysis and data validation on information returned from comparator organizations. Analyze current internal salary relationships in relation to pay data. Recommend changes to existing salary structure and/or range(s) or create new structure(s). Analyze pay practice information obtained from comparator organizations against the City’s pay practices. Prepare up to three (3) implementation costing options, including recommendations for employee pay placement in the updated salary ranges. City to perform internal review and submit consolidated feedback to LCG. City approves pay plan(s) and implementation option(s). Review existing rules, policies, and procedures related to the compensation system and develop proposed adjustments to the City’s existing documents to align with LCG’s compensation recommendations. The City will review and provide feedback to our proposed recommendations. LCG to provide the City with recommendations on maintaining the compensation system, including applicable tools and documentation, to ensure the system remains current, competitive and equitable. PHASE 3: COMPENSATION STUDY 16 | P a g e LCG to conduct a comprehensive training program for key staff to ensure that the City can explain and administer the new system independently now and in the future. Collaborate with the City in the development of targeted communication materials (i.e. management, union and nonunion employees). Communication milestones to be identified throughout the project and at the conclusion of the study to assist with “roll-out.” Prepare draft report summarizing the project scope and objectives, methodologies employed, analytical processes, comparative analyses, recommendations and fiscal impact. City to provide consolidated feedback for report finalization. Develop tools, information and training for applicable City staff on the conduct of study and maintenance of the classification and compensation system to enable City to perform analyses independently. Submit final report and training materials to the City. Present study processes, methodologies, findings, and recommendations. Project Deliverables At a minimum, LCG will provide the City with the following deliverables: Project kick-off meetings with applicable City staff and the City Council to establish study parameters, overall study goals, major milestones and timelines, and related items. Orientation and briefing sessions for employees at all levels to educate them on the goals and potential outcomes of the study as well as the completing the PDQ. Meetings with department directors at the initiation of the study and again to review and provide input into the classification system as it applies to a specific department’s mission and work. Facilitate occupational panels and individual employee interviews to confirm the data provided in the PDQs. PHASE 4: PROJECT FINALIZATION 17 | P a g e Proposed classification structure that identifies career progression within respective job families. Prepare updated and/or new job descriptions based on approved classification structure. Recommendations regarding allocation of employees into applicable classification based on the approved classification structure. Classification reconsideration form and process for employees. Recommendations in response to employee classification reconsiderations. Market specifications that detail the compensation study components that will be analyzed (i.e., comparator organizations, market position, pay practices, etc.). Results of custom survey analysis. Proposed salary structure. Costs associated with implementation of compensation recommendations (up to three). Strategies for implementing the classification and compensation systems. Tools and system documentation to manage and maintain the classification and compensation systems (i.e., reclassification requests, starting pay rates, annual salary structure updates, etc.). Recommendations for revisions to existing rules, practices and policies applicable to the classification and compensation systems to ensure the system remains current, competitive and equitable. Conduct a comprehensive training program for key staff to ensure the City can explain, administer and maintain the new classification and compensation systems now and in the future. Project Schedule The following is an estimate of the time required to complete each phase by month. We will discuss the details of each phase during Phase I and identify specific deadlines for the project at that time. Our project management partnership approach ensures that the City is aware of all documentation and review time required to ensure that collectively we meet our agreed upon project deadlines. We will conduct regular project status updates with the City in a manner that is acceptable to the City (for example, weekly/bi-weekly conference calls or written status updates) to ensure that the schedule is monitored throughout the project. The tasks and activities outlined in the work plan will be performed by phase, in accordance with the timeline. 18 | P a g e In today’s world, speed is very important. However, given the significance of this project, it is just as important for applicable City staff to have sufficient time to review and approve the recommendations of LCG and to ensure proper communications occur. Based on the stated objectives and detailed work plan, we have prepared a draft timeline. We are open to discussing any requested modifications to the timeline based on the City’s requirements. Following the meetings with City staff during Phase I, LCG will prepare and provide the City with a detailed timeline that provides a comprehensive outline of all major milestones and associated tasks. We anticipate this project will take five (5) months from start to completion. While the study itself will take five months to complete, we are committed to ensuring that the project implementation and change management process is working effectively for the City. Given that change management is a process, we have included in our timeline four (4) complimentary one-hour conference calls with the City to address any questions, issues and/or concerns the City may have after our work has been completed. Our goal is to ensure a system that is working for the City. Our proposed project timeline, along with key deliverables for each phase, is detailed on the following page. We are prepared to start work on this project immediately upon receipt of a signed contract. 19 | P a g e 20 | P a g e PROJECT FEES Our fees to conduct the classification and compensation study outlined above (including out-of-pocket expenses, such as airfare and hotel) will not exceed $65,450. The table below outlines the price per phase. 2020 Hourly Rates For work beyond that specified in this proposal, additional fees and out of pocket expenses will be involved. We are available for discussion if the study requires additional services beyond the scope contained in the proposal. Our fees for 2020 for each level of consulting assistance are provided below: Level Rate Principal $300 Consultant $250 Hours Required Level of Consultant Consultant Rate SubTotal Fees 24 Principal $300 $7,200 0 Consultant $250 $0 24 Principal $300 $7,200 55 Consultant $250 $13,750 25 Principal $300 $7,500 80 Consultant $250 $20,000 16 Principal $300 $4,800 20 Consultant $250 $5,000 TOTAL FEES Phase 1: Project Initiation Classification Study Compensation Study Project Finalization Phase 2: Phase 3: Phase 4: $7,200 $20,950 $27,500 $9,800 $65,450 21 | P a g e CONCLUSION Thank you for this opportunity to offer our services. Please feel free to contact me directly via email at lori.messer@LogicCompGroup.com or by phone at 480-431-4702 if you have any questions or require additional information. I look forward to hearing from you soon. Thank you for your consideration, Lori Messer, MA, CCP Principal