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PROFESSIONAL SERVICES AGREEMENT
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This PROFESSIONAL SERVICES AGREEMENT("Agreement") is made and entered into
by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation
situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Susan Alanis,
its duly authorized Assistant City Manager, and Industrial/Organizational Solutions, Inc.
("Agency"), an Illinois Corporation and acting by and through Chad Legel, its duly authorized
President, each individually referred to as a"party"and collectively referred to as the"parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A—Statement of Work plus any amendments to the Statement of Work
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes.
In the event of any conflict between the documents, the terms and conditions of this Professional
Services Agreement shall control.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of delivering and scoring an entry-level firefighter examination. Agency shall provide the
firefighter examination and electronic version of the study guide,and will be responsible for scoring the
examination and providing rank-ordered scores to the City. Attached hereto and incorporated for all
purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing
the services to be provided hereunder.
2. TERM.
This Agreement shall commence February 24,2016 ("Effective Date")and shall expire
on May 31, 2016, unless terminated earlier in accordance with the provisions of this Agreement. The
City shall have the option, in its sole discretion, to renew this Agreement under the same terms and
conditions,for up to five(5)successive(1)year terms, each a renewal term.
3. COMPENSATION.
The City shall pay Agency a flat fee of$24,500 for the provision of the firefighter examination,
study guide and sanring services. The total cost of test provided and worked performed under this
agreement shall not exceed $24,500. Agency shall not perform any additional services for the City not
specified by this Agreement unless the City requests and approves in writing the additional costs for
such services. The City shall not be liable for any additional expenses of Agency not specified by this
Agreement unless the City first approves such expenses in writing.
Professional Services Agreement _
Industrial/Organizational Solutions,Inc. RV
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4. TERMINATION.
4.1. Convenience.
The City or Agency may terminate this Agreement at any time and for any reason by
providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder, City will notify Agency of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever,except as to the portions
of the payments herein agreed upon for which funds have been appropriated.
4.3 Breach.
Subject to Section 27 herein, either party may terminate this Agreement for breach of
duty, obligation or warranty upon exhaustion of all remedies set forth in Section 27.
4.4 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City
shall pay Agency for services actually rendered up to the effective date of termination and
Agency shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination. Upon termination of
this Agreement for any reason, Agency shall provide the City with copies of all completed or
partially completed documents prepared under this Agreement. In the event Agency has
received access to City information or data as a requirement to perform services hereunder,
Agency shall return all City provided data to the City in a machine readable format or other
format deemed acceptable to the City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts.Agency hereby warrants to the City that Agency has made full
disclosure in writing of any existing or potential conflicts of interest related to Agency's services under
this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Agency hereby agrees immediately to make full disclosure to the City in writing.
5.2 Confidential Information. Agency, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City as confidential and shall not disclose
any such information to a third party without the prior written approval of the City.
5.3 Unauthorized Access. Agency shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Agency shall notify the City immediately if the security or integrity of any City
information has been compromised or is believed to have been compromised, in which event, Agency
shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying
what information has been accessed by unauthorized means and shall fully cooperate with the City to
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Industrial/Organizational Solutions,Inc.
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protect such information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Agency agrees that the City shall, until the expiration of three (3) years after final payment
under this contract, or the final conclusion of any audit commenced during the said three years, have
access to and the right to examine at reasonable times any directly pertinent books, documents, papers
and records of the Agency involving transactions relating to this Contract at no additional cost to the
City. Agency agrees that the City shall have access during normal working hours to all necessary
Agency facilities and shall be provided adequate and appropriate work space in order to conduct audits
in compliance with the provisions of this section. The City shall give Agency reasonable advance
notice of intended audits.
Agency further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, or the final conclusion of any audit commenced during the said three years
have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records of such subcontractor involving transactions related to the subcontract, and further
that City shall have access during normal working hours to all subcontractor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Agency shall operate as an independent contractor as
to all rights and privileges and work performed under this agreement, and not as agent,representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this
Agreement, Agency shall have the exclusive right to control the details of its operations and activities
and be solely responsible for the acts and omissions of its officers, agents, servants, employees,
contractors and subcontractors. Agency acknowledges that the doctrine of respondeat superior shall
not apply as between the City, its officers, agents, servants and employees, and Agency, its officers,
agents, employees, servants, contractors and subcontractors. Agency further agrees that nothing herein
shall be construed as the creation of a partnership or joint enterprise between City and Agency. It is
further understood that the City shall in no way be considered a Co-employer or a Joint employer of
Agency or any officers, agents, servants, employees or subcontractors of Agency. Neither Agency, nor
any officers, agents, servants, employees or subcontractors of Agency shall be entitled to any
employment benefits from the City. Agency shall be responsible and liable for any and all payment and
reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or
subcontractors.
8. LIABILITY AND INDEMNIFICATION.
A. LIABILITY - AGENCY SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND,ALL
PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING
DEATH,TO ANY AND ALL PERSONS,OF ANY KIND OR CHARACTER,WHETHER REAL
OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF AGENCY, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
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B.INDEMNIFICATION-AGENCY HEREBY COVENANTS AND AGREES TO INDEMNIFY,
HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY
HIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO AGENCY'S
BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF AGENCY, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
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Agency shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment,the
assignee shall execute a written agreement with the City and the Agency under which the assignee
agrees to be bound by the duties and obligations of Agency under this Agreement. The Agency and
Assignee shall be jointly liable for all obligations of the Agency under this Agreement prior to the
effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall
execute a written agreement with the Agency referencing this Agreement under which the subcontractor
shall agree to be bound by the duties and obligations of the Agency under this Agreement as such duties
and obligations may apply. The Agency shall provide the City with a fully executed copy of any such
subcontract.
10. INSURANCE.
Agency shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,OOO,QOQ Aggregate
(b) Automobile Liability
$1,000,000 Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by the Agency, its employees, agents, representatives in
the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle
owned,hired and non-owned
(c) Worker's Compensation-Statutory limits
Employer's liability
$100,000 Each accident/occurrence
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Industrial/Organizational Solutions,Inc.
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$100,000 Disease-per each employee
$500,000 Disease-policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with statutory
benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev.
Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each
accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per
employee
(d) Professional Liability(Errors&Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the Commercial
General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is
acceptable if coverage meets all other requirements. Coverage shall be claims-made, and
maintained for the duration of the contractual agreement and for two (2) years following
completion of services provided. An annual certificate of insurance shall be submitted to the
City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name the City as an
additional insured thereon, as its interests may appear. The term City shall include its
employees,officers,officials,agents,and volunteers in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation(Right of Recovery) in
favor of the City of Fort Worth.
(c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be
provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of
premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton,
Fort Worth,Texas 76102,with copies to the City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the State of
Texas. All insurers must have a minimum rating of A-VII in the current A.M. Best Key Rating
Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk Management is
required.
(e) Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that the Agency has obtained all required insurance shall be
delivered to the City prior to Agency proceeding with any work pursuant to this Agreement.
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Industrial/Organizational Solutions,Inc.
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11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Agency agrees that in the performance of its obligations hereunder, it will comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces
in connection with this agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Agency of any violation of such laws,ordinances,
rules or regulations,Agency shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Agency, for itself, its personal representatives,assigns, subcontractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Agency's duties and obligations
hereunder, it shall not discriminate in the treatment or employment of any individual or group of
individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by Agency, its personal representatives,assigns, subcontractors or successors in
interest, Agency agrees to assume such liability and to indemnify and defend the City and hold the City
harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To the CITY: To Agency:
City of Fort Worth Industrial/Organizational Solutions,Inc.
Attn: Susan Alanis,Assistant City Manager Attn: Chad Legel
1000 Throckmorton 1127 S.Mannheim Rd. Suite 203
Fort Worth TX 76102-6311 Westchester IL 60154
Facsimile: (817)392-8654 708-410-0200(phone) 708-410-1558(fax)
With Copy to the City Attorney
At same address
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Agency shall, during the term of this agreement and additionally for a
period of one year after its termination, solicit for employment or employ, whether as employee or
independent Agency, any person who is or has been employed by the other during the term of this
agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing,
this provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
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Industrial/Organizational Solutions,Inc.
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15. GOVERNMENTAL POWERSAMMUNITIES
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
16. NO WAIVER.
The failure of the City or Agency to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Agency's
respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. GOVEI ING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any
action,whether real or asserted, at law or in equity,is brought pursuant to this Agreement,venue for such
action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the
Northern District of Texas,Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
The City and Agency shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law,ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only,shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
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Industrial/Organizational Solutions,Inc.
Page 7 of 12
22. AMENDMENTS.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is
set forth in a written instrument,which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference,contains the entire understanding and agreement between the City and
Agency, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24. COUNTERPARTS.
This Agreement may be executed in counterparts, each of which when so executed and delivered
shall be considered an original, but such counterparts shall together constitute one and the same
instrument and agreement. Any signature delivered by a party by facsimile or other electronic
transmission (including email transmission of a portable document file (pdf) or similar image) shall be
deemed to be an original signature hereto.
25. WARRANTY OF SERVICES.
Agency warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty
(30) days from the date that the services are completed. In such event, at Agency's option,Agency shall
either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with
the warranty, or(b)refund the fees paid by the City to Agency for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which
includes provisions addressing employment eligibility, employment verification, and nondiscrimination.
Agency shall verify the identity and employment eligibility of all employees who perform work under
this Agreement. Agency shall complete the Employment Eligibility Verification Form (I-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all employees, and
upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Agency shall establish appropriate procedures and
controls so that no services will be performed by any employee who is not legally eligible to perform
such services. Agency shall provide City with a certification letter that it has complied with the
verification requirements required by this Agreement. Agency shall indemnify City from any penalties or
liabilities due to violations of this provision. City shall have the right to immediately terminate this
Agreement for violations of this provision by Agency.
27. INFORMAL DISPUTE RESOLUTION.
Except in the event of termination pursuant to Section 4.2, if either City or Agency has a claim,
dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that
arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute
resolution process. The disputing party shall notify the other party in writing as soon as practicable after
Professional Services Agreement
Industrial/Organizational Solutions,Inc.
Page 8 of 12
discovering the claim,dispute,or breach. The notice shall state the nature of the dispute and list the party's
specific reasons for such dispute. Within ten (10)business days of receipt of the notice,both parties shall
commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other
matter in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve
the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may
submit the matter to non-binding mediation in Tarrant County, Texas,upon written consent of authorized
representatives of both parties in accordance with the Industry Arbitration Rules of the American
Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be
agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees;
however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the
dispute through mediation, then either party shall have the right to exercise any and all remedies available
under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a
dispute in accordance with this informal dispute resolution process,the parties agree to continue without
delay all of their respective duties and obligations under this Agreement not affected by the dispute.
Either party may,before or during the exercise of the informal dispute resolution process set forth herein,
apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where
such relief is necessary to protect its interests.
28. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to execute
this agreement on behalf of the respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity. This Agreement and any
amendment hereto, may be executed by any authorized representative of Agency whose name, title and
signature is affixed on the Verification of Signature Authority Form,which is attached hereto as Exhibit
f°B" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and
representations in entering into this Agreement or any amendment hereto.
29. OWNERSHIP OF WORK PRODUCT.
The entry-level firefighter test and study guide being provided to the City is and shall remain the
exclusive property of Agency. No ownership or rights to Agency's copyrighted materials are conferred
through this agreement. City shall be the sole and exclusive owner of all score reports and analysis
provided by Agency to City.
[SIGNATURE PAGE FOLLOWS]
Professional Services Agreement
Industrial/Organizational Solutions,Inc.
Page 9 of 12
IN W T SS WHEREOF,the parties hereto have executed this Agreement in multiples this�day
of
ACCEPTED AND AGREED:
ORGANIZATION.-
CITY
RGANIZATION.CITY OF FORT WORTH:
By:
By; Name: eltt,, C y
Name. Susan Alanis Title: f:�
AsaKtant City Manager
Date:
c� - 3 / ;�
Date:
ATTEST:
APPROVAL7COanj
MENDED:
_7�
Y
: a rim d 'S �l �., �./
By
me: Brian icicerson Title: V. Co.,s 14"V<' S erg C_ w
Title: Hung n Resources Director
0 , `7s
ATTEST• o �
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By: $ o
aKy $ °
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City Sec °9Ooonua�'�4��
A
APPROVED .AS TO FORM AND
LEGALITY:
By
A
Name: Guillermo (Will) S. Trevino
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: Not Required
Date Approved: N/A
1295 Forin: Not Required
En
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Professional Services Agreement ? ' !ti
Industrial/Organizational Solutions,Inc.
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EXHIBIT A
STATEMENT OF WORK
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Industrial/Organizational Solutions,Inc.
Page 11 of 12
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INDUSTRIALIORGANIZATI❑NAL SOLUTIONS
February 9, 2016 Vj r ItCI, II. 5u1 �
Harold Cates 0 4 1 ` ) )
Human Resources Department 18
City of Fort Worth 1011011.1 01(1
lic� .tetyr�:r!Lill!nelli mil
SENT VIA ELECTRONIC MAIL
Mr. Cates:
1/0 Solutions will provide the National Firefighter Selection Inventory (NFSI) to the City
of Fort Worth to be used as an entry-level firefighter screening tool. 1/0 Solutions will
assess the City a flat rate of$24,500 for the one-time use of the NFSI. While IOS
expects that the City will not require more than 1,400 exams, should additional exams
be needed, they will be supplied for no additional cost. All unused exams will be
returned to 1/0 Solutions.
IOS will supply a form of the NFSI that has not been recently used in the Dallas/Ft.
Worth area and is different from the form used by Ft. Worth in 2013.
1/0 Solutions will provide a .pdf file of the NFSI Study Guide that can be posted on the
City's website or distributed electronically. This .pdf file will be removed from the
website and distribution will be terminated at the time of the administration of the NFSI
test.
Best regards,
Chad Legel, M.S.
President(CEO
,r
Public Safety Selection Experts
EXHIBIT C
SIGNATURE VERIFICATION FORM
Full Legal Name of Company: Industrial/Organizational Solutions,Inc.
Legal Address: 1127 S. Mannheim Rd. Suite 203 Westchester IL 60154
Services to be provided: Entry-level firefighter examination
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Company and to execute any agreement,
amendment or change order on behalf of Company. Such binding authority has been granted by proper
order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the
warranty and representation set forth in this Form in entering into any agreement or amendment with
Company. Company will submit an updated Form within ten(10) business days if there are any changes
to the signatory authority. The City is entitled to rely on any current executed Form until it receives a
revised Form that has been properly executed by the Company.
1. Name: ('A,j
Position:
Signature
2. Name:?,,,_,
P sition: t/ic{
Signature
3. Name:
Position:
Signature
Name:
Signature of!Pr�estden CrEO
Other Title:' 1
Date: d- le-/F
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