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HomeMy WebLinkAboutContract 49868 CITY SECRETARY CONTRACT N0. VENDOR SERVICES AGREEMENT CPS HR Consulting This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through Susan Alanis, its duly authorized Assistant City Manager, and CPS HR Consulting. ("Vendor"), a California Joint Powers Authority, and acting by and through Victoria Quintero Brashear, its duly authorized Senior Leader of Products and Services, each individually referred to as a"party"and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule;and 4. Exhibit C—Verification of Signature Authority Form. 5. Exhibit D—CPS HR Test Rental Agreement Exhibits A, B, C and D, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B, C, or D and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Vendor will assist the City of Fort Worth with writing Police and Fire Civil Service promotional examination questions. Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. 2. TERM. This Agreement shall begin on September 1, 2017 ("Effective Date") and shall expire on August 31, 2019 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions with three(3)one-year renewal options, at City's sole discretion. 3. COMPENSATION. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit `B," — Price Schedule. Total payment made under this Agreement for the first year by City shall be in the amount of up to $59,328 (this includes a $10,000 contingency amount). Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City ests and approves in writing the additional costs for such services. City shall not be liable for any 3 `. enses of Vendor not specified by this Agreement unless City first approves such expenses 1n. 1'itinag. �p 1-901 OFFICIAL RECORD CpF, Servic greement a o P FT.WORTHI TX 4. TERMINATION. 4.1. Written Notice, City or Vendor 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 City in any fiscal period for any payments due hereunder, City will notify Vendor 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 City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated, 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5,1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective 'Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Infonnation. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access. Vendor 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. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Vendor agrees that 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,including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Vendor Services Agreement Page 2 of 24 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Vendor 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 City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor 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, consultants and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers,agents,servants,employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City. Vendor 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 subVendor. S. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANYAND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR 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 VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION-VENDOR HEREB Y CO VENANTS AND A GREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SER VA NTS AND EMPLOYEES,FROMAND A GAINS TA NY A ND ALL CLAIMS OR LAWSUITS OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, of its own cost and expense,any claim or action against City for infringement of any patent, copyright, trade mark, trade secret,'or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section,Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the righf to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to;conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor Services Agreement Page 3 of 24 I i Vendor shall fully participate and cooperate with City in defense of such claim or action.City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to'indemnify City under this Agreement.If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation;or(b)modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid to Vendor by City,subsequent to which termination City may seek any and all remedies available to City under law. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written corisent of City. If City grants consent to an assignment,the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Vendor shall provide City with certificate(s) of insurance documenting policies of the following types and 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 $2,000,000- Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage shall be on' any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "" shall be any vehicle, hired and non-owned. Vendor Services Agreement Page 4 of 24 I (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily Injury by accident;each accident/occurrence $100,000- Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (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 City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name 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 City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to 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,200 Texas Street, Fort Worth,Texas 76102,with copies to the Fort Worth 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 City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. Vendor Services Agreement Page 5 of 24 11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. Vendor agrees that in the performance of its obligations hereunder, it shall 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 City notifies Vendor of any violation of such laws, ordinances, rules or regulations,Vendor'shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor'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 VENDOR, ITS PERSONAL REPRESENTATIVES,ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD 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 CITY: To VENDOR: City of Fort Worth CPS HR Consulting Attn:&_Sa /4nrt4 Assistant City Manager Attn: Amy Bigone,Test Rental Manager 200 Texas Street 241 Lathrop Way Fort Worth,TX 76102-6314 Sacramento, CA 95815 Facsimile: (817)392-8654 Email: abigone@cpshr.us With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Vendor 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 contractor,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. Vendor Services Agreement Page 6 of 24 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Vendor 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 City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING 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. City and Vendor 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 A, B, C and D. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment, modification,or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument,which is executed by an authorized representative of each party. Vendor Services Agreement Page 7 of 24 23. ENTIRETY OF AGREEMENT. This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement between City and Vendor,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 one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Vendor warrants that its services will be of a high 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 Vendor's option, Vendor 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 City to Vendor for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. City actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility,employment verification,and nondiscrimination.Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor 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. Contractor 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.Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement.Contractor 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 Contractor. 27. OWNERSHIP OF WORK PRODUCT.(Note: Please also see the CPS HR Test Rental Agreement —CPS HR is owner of work product. HR is Ok with this request as CPS HR agrees to accessibility at any time to any and all current and former testing documents.) Vendor shall be the sole and exclusive owner of all reports, work papers, procedures,guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, Vendor shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression(whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work-made-for-hire"within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a"work-made-for-hire" within the meaning of the Copyright Act of 1976,as amended,City hereby expressly assigns to Vendor all exclusive right,title and interest in and to the Work Product,and all Vendor Services Agreement Page 8 of 24 copies thereof, and in and to the copyright, patent, trademark,trade secret, and all other proprietary rights therein,that Vendor may have or obtain,without further consideration,free from any claim, lien for balance due, or rights of retention thereto on the part of Vendor. 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 Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. CHANGE IN COMPANY NAME OR OWNERSHIP Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it:(1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract,Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)does not boycott Israel; and(2)will not boycott Israel during the term of the contract. IN- WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day of 120 . (signature page follows) Vendor Services Agreement Page 9 of 24 ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and By. reporting requirements. N e: Tit Assistant City Manager Date: O I - � ' �� By: 'a�2e&.0 Wm e: fipS APPROVAL RECOMMENDED: Title: APPROVED AS TO FORM AND LEGALITY: By: Name: Title: By: N aA e: ATTEST: C ITy® tle: Assistant City/Attorney ONT- T AUTHORIZATION: By: ame: law Title: City Secretary VENDOR: CPS HR Consulting ATTEST: 4 By: By: Name: Victoria Quintero Brashear Name: r��rar Title: Senior Leader, Products and Title: X21 Services Date: ID OFFICUAL Mcopo PEW M" Vendor Services Agreement—Exhibit A Pge-i—O�X EXHIBIT A SCOPE OF SERVICES Proiect I-Promotional Fire Testing Services 1.1 Fire Promotional Exams: FWFD written Promotional Examinations will be for the positions of Engineer, Lieutenant,Captain, and Battalion Chief. The table below provides information regarding the approximate number of candidates who test for each rank and the anticipated frequency of exams: FWFD Rank Approx# Approx Exam Candidates Frequency Engineer 128 1 per year Lieutenant 54 1 per year Captain 31 1 per year Battalion Chief 12 1 per year • If needed, the Vendor shall agree to complete a properly structured and detailed job analysis for the positions of Engineer, Lieutenant, Captain, and Battalion Chief in FWFD within forty-five (45) calendar days after receiving,notice from the City. The City understands this to be an additional request that is not described in the pricing schedule (see Exhibit B). 1.2 Promotional Written Examination Development: Each examination shall consist of questions relating to the duties of the classification of the position to be filled, and will be completed in a manner that complies with the applicable provisions of Chapter 143 of the Local Government Code and the respective applicable CBA; • The City may select as many or as few source materials for the examination as they may so desire. A complete list of source materials for each examination, to include the author, title, edition, publisher and International Standard Book Number(ISBN)of each source,as well as the chapters or sections to be used and/or omitted will be provided by the City. Source materials may include, but shall not be limited to fire publications, management and Ieadership texts, the CBA, and the City/Department rules,regulations,standard operating procedures, and civil service rules; • The City will provide the Vendor a reading list at ninety days (90) prior to the scheduled examination date. • The Vendor shall provide a draft copy of the Candidate Examination and sourced key to the Civil Service Director(Human Resources Director) or designee at least twenty-one (21) calendar days prior to the examination date. The examination drafts will be reviewed and corrections or suggestions may be made by the Director or designee before the Vendor Services Agreement Page 11 of 24 preparation of the final examination by the Vendor;current version copy provided to CPS HR) • The Vendor shall preface each section of the examination with a set of written instructions, which identifies the source of the questions and advises the test taker to select answer choices based solely upon the text contained in that source.(current version copy provided to CPS HR) • The Vendor shall provide a sourced key for each exam with 110 multiple choice questions per examination. On the sourced key, the Vendor will provide the source of the question,the page number where the answer can be found, and the correct answer. • The Vendor shall deliver to the Civil Service Director or designee no later than three (3)business days prior to the date of each examination one(1) hard copy of each promotional examination per candidate, and one (1) sourced answer key. Additional hard copies of the examination can be provide for the candidate appeals process. • The Vendor shall remove appealed questions(regardless of outcome)from future promotional exams. On a go-forward basis, the Vendor shall provide identification of and advice on the reuse of exam questions that are not appealed. 1.3 Civil Service Appeals Hearing Support: In the event that the validity of an examination question is appealed,the Vendor will provide a written response to the Civil Service Commission(CSC)defending the validity of the question. • The Contactor shall prepare written defenses of all appealed questions within fourteen (14) calendar days of receipt (current version copy provided to CPS HR) • The Vendor shall prepare briefing materials that shall include seven (7) binders/booklets containing the following: 1)a list of appealed questions, 2) the Vendor's written defenses, 3) the portion of study material containing the source from which the answer was taken and any pages in the study material referenced by the appellant,and 4)the City shall provide the Vendor the exam results in the form of raw test data so that the Vendor can perform an item analysis for all exam questions.The briefing materials will be returned to the Vendor at the conclusion of the CSC review. 1.4 Item Analysis and Adverse Impact Reports: The Vendor will compile an item analysis and other statistics for adverse impact and submit statistical reports for each exam and upon request. The Vendor must submit a sample report with the bid.The City will provide raw test data to the Vendor for such requests. Vendor Services Agreement Page 12 of 24 Proiect II-Promotional Police Testing Services 2.1 Police Promotional Exams: FWPD written Promotional Examinations will be for the positions of Corporal/Detective, Sergeant, Lieutenant, and Captain. The table below provides information regarding the approximate number of candidates who test for each rank and the anticipated frequency of exams; FWPD Rank Approx# Approx Exam Candidates Frequency Corporal/Detective 199 1 per year Sergeant 29 l per year Lieutenant 28 l per year Captain 7 1 per year 2.2 If needed, the Vendor shall agree to complete a properly structured and detailed job analysis for the positions of Corporal/Detective, Sergeant, Lieutenant and Captain in the FWPD within forty-five(45)calendar days after receiving notice from the City. The City understands this to be an additional request that is not described in the pricing schedule (see Exhibit B). 2.3 Promotional Written Examination Development: Each examination shall consist of questions relating to the duties of the classification of the position to be filled, and will be completed in a manner that complies with the applicable provisions of Chapter 143 of the Local Government Code and the respective applicable Mayor&Council(M&C). • The City shall select as many or as few source materials for the examination as they may so desire. A complete list of source materials for each examination, to include the author, title, edition, publisher, and International Standard Book Number(ISBN)of each source as well as the chapters or sections to be used and/or omitted will be provided by the City. Source materials may include, but shall not be limited to police publications, management and leadership texts, the M&C, and the City/Department rules,regulations,general orders,and civil service rules; • The City will provide the Vendor a reading list at ninety days (90) prior to the scheduled examination date. • The Vendor shall provide a draft copy of the Candidate Examination and sourced key to the Civil Service Director(Human Resources Director)or designee at least twenty-one (21) calendar days prior to the examination date. The examination drafts will be reviewed and corrections or suggestions may be made by the Director or designee before the preparation of the final examination by the Vendor;current version copy provided to CPS HR) • The Vendor shall preface each section of the examination with a set of written instructions, which identifies the source of the questions and Vendor Services Agreement Page 13 of 24 advises the test taker to select answer choices based solely upon the text contained in that source. (current version copy provided to CPS HR) • The Vendor shall provide a sourced key for each exam with 110 multiple choice questions per examination. On the sourced key, the Vendor will provide the source of the question,the page number where the answer can be found,and the correct answer • The Vendor shall deliver to the Civil.Service Director or designee no later than three (3)business days prior to the date of each examination one(1) hard copy of each promotional examination per candidate, and one (1) sourced answer key. Additional hard copies of the examination can be provide for the candidate appeals process. • The Vendor shall remove appealed questions(regardless of outcome)from future promotional exams. On a go-forward basis, the Vendor shall provide identification of and advice on the reuse of questions that are not appealed. 2.4 Civil Service Appeals Hearing Support: In the event that the validity of an examination question is appealed, the Vendor will provide a written response to the Civil Service Commission(CSC)defending the validity of the question. • The Vendor shall prepare written defenses of all appealed questions within fourteen (14) business days of receipt. (current version copy provided to CPS HR) • The Vendor shall prepare briefing materials that shall include seven (7) binders/booklets containing the following: 1) a list of appealed questions, 2) the Vendor's written defenses, 3) the portion of study material containing the source from which the answer was taken and any pages in the study material referenced by the appellant,and 4)the City shall provide the Vendor the exam results in the form of raw test data so that the Vendor can perform an item analysis for all exam questions.The briefing materials will be returned to the Vendor at the conclusion of the CSC review. 2.5 Item Analysis and Adverse Impact Reports: The Vendor will compile an item analysis and other statistics for adverse impact and submit statistical reports for each exam and upon request. The Vendor must submit a sample report with the bid.The City will provide raw test data to the Vendor for such requests. Responsibilities of the City of Fort Worth 3.1 The selected Vendor will report directly to the Civil Service Director (Human Resources Director)or the Director's designee. The City will provide sufficient cooperation with respect to any data collection steps during the job analysis and test development phases. 3.2 The City of Fort Worth will be responsible for the following: Vendor Services Agreement Page 14 of 24 • Preparation of examination announcements,which includes specifying the number of questions to be taken from each source, sign-up lists,and check-in lists.The City will provide the Vendor as much notice of an upcoming examination as possible; • A complete list of source materials for each examination, to include the author, title, edition, publisher, and International Standard Book Number (ISBN)of each source as well as the chapters or sections to be used and/or omitted will be provided by the City; • The Vendor shall maintain a library of source material and will furnish copies of sources that are commercially available. The City,however,will be required to furnish copies of the CBA, M&C, City/Departments rules and regulations, standard operating procedures, general orders, civil service rules, and other items that are unique to the City/Department; • The City will coordinate the site/rental of facilities in which to hold exams and appeals processes; • The City will provide the test administrator and administrative staff during written examinations and appeals processes; • The City will grade promotional examinations; • The City will prepare and distribute eligibility lists/examination scores. Vendor Services Agreement Page 15 of 24 EXHIBIT B PRICE SCHEDULE Price of Fire and'Pohce.E xams Ao* Eight(8) Exams (110 questions per exam with 0% Overlap) $47,248 Appeals Review(2 hours per exam @ $130/hour) $2,080 Cost $49,328 Contingency Amount $10,000 Total Cost $59,328 NOTES 1.Eight exams=4 exams for the Fire Department and 4 for Police Department: Fire Police Engineer Corporal Lieutenant Sergeant Captain I Lieutenant Battalion Chief I Captain 2."Overlap"To re-use exam questions from previous exams:Depending on the time between exams,HR may re-use questions. 3.Appeals Review:Time needed by the vendor to respond to appealed exam questions(TLGC Chapter 143 requirement). Vendor Services Agreement Page 16 of 24 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY CPS HR CONSULTING Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Victoria Quintero Brashear Position: Senior Leader,Products and Services Id- " Signature 2. Name: Melissa Asher Position: Senior Practice ader Signature 3. Name: Position: Signature Name: Sandy MacDonald-Hopp S_"� Chief Fin ialgqOfficerr Date: �1��((�1c111 Vendor Services Agreement Page 17 of 24 Exhibit D TEST RENTAL AND USE AGREEMENT This Test Rental and Use Agreement ("Agreement ) is by and between Cooperative Personnel Services, dba CPS HR Consulting, a California Joint Powers Authority ("CPS HR") and the Agency or Organization named in the signature block at the end of the Agreement(''Client"). . A. Purpose. This Agreement defines CPS HR test rental, evidence of or related to the breach,whether use and security policies and procedures. physical or electronic. CPS HR develops and rents tests for a number of E. Test Review,Ordering and Administration. purposes and in a number of formats(including but not 1. Review Copies .Review of CPS HR tests,regardless limited to print and electronic media). For that reason, of format, is subject to the test security standards. some of the below paragraphs apply under certain circumstances. But, unless specifically limited,each (a) Test Rental Division:To help in deciding paragraph applies to all testing purposes and formats. whether to rent exams, Client may review CPS HR stock tests and other stock test materials B. Ownership of CPS HR Tests. free of charge(e.g.,stock supplements, 1. CPS HR owns all rights,title and interest, including structured interview packages,and specialized copyrights, in all tests provided under this item sets). Agreement.They are the property of CPS HR and (b) SLPP: CPS HR does not offer review copies of shall remain the property of CPS HR,even while in the Spanish Language Proficiency Program the custody of Client. (SLPP)tests. However,for new clients, CPS 2. Additionally,tests that have been constructed or HR can provide a sample written test booklet modified based on information provided by the client showing the different components of the test. shall not be considered works made for hire, as that (c) On-line Testing:To help in deciding whether term is defined under U.S. Copyright Law. CPS HR to utilize on-line testing, Client may review shall own all rights,title and interest, including the sample on-line tests free of charge. copyright, in any test it creates for the Client. 2. Ordering Testing Materials and Scheduling of 3. Ownership of tests specifically developed for a client Examinations. and of individual test questions supplied by Client,if any,shall be governed by a separate Agreement (a) Test Rental Division and SLPP: between CPS HR and Client. (i) To ensure materials are received in time, C. Test Materials.Test Materials consist of all used and Client must notify CPS HR at least 10 unused test booklets, proctors instructions, proctors business days prior to the test date of the total number of candidates in each job manuals,scoring instructions,key sheets,key overlays, keyed booklets,scoring keys, instructions,CDs(for oral classification to be tested. If orders are tests),and any other materials generated at the test placed less than 10-business-days priorto administration,such as completed answer sheets(if the test date, rush shipment charges may applicable),scratch paper, note paper and the like. apply and timely delivery cannot be guaranteed. D. Test Security.CPS HR security standards are designed to protect the mutual interests of all Clients that use Test (ii) Client shall rent one test booklet per Materials as well as the interests of applicants who take candidate be tested.CPS HR shall CPS HR tests. In order that no person may gain special provide Client with Test Materials including advantage by having improper access to the material,all instructions for administering the test, sufficient test booklets and any other users must sign this Agreement and agree to fulfill its terms, before the Agreement is effective. material CPS HR deems necessary. 1. Client agrees to take all reasonable and diligent (b) On-line Testing: steps to keep CPS HR tests,sample tests,and (i) To ensure Client equipment is functioning testing processes confidential and free from and capable of administering on-line unauthorized access and use.This includes, but is testing, Client must request testing from not limited to,client agreeing not to divulge,convey, CPS HR at least 10 business days prior to copy in whole or part,duplicate,convert to another the test date on the first time Client utilizes format or medium, or otherwise disseminate tests, on-line testing.After Client has successfully portions of tests,or test materials. used on-line testing,5 working days notice 2. For on-line tests,client further agrees to take all is normally sufficient for subsequent testing, reasonable and diligent steps to prevent any (ii) Client recognizes that CPS HR has no modification to or reverse engineering of the testing control over the functioning of the internet, software,and any transfer,storage or dissemination and any problems with on-line testing due of tests or testing software and data on any storage to the failure thereof are not attributable to medium or computer server other than those CPS HR. specifically authorized by CPS HR. 3. Should Client suspect any breach of test security, Client agrees to immediately notify CPS HR and immediately take all steps necessary to preserve Vendor Services Agreement Page 18 of 24 that no changes or marks of any kind are made 3. After the test date. by the candidate on the answer sheet(s)or (a) Test Rental Division and SLPP: keyed answer sheet. (i) Within 10 business days of the test date, Client shall return to CPS HR all Test H. Client Responsibilities. Materials including all materials provided by 1. Client shall perform all parts of the testing process CPS HR for the test administration. which are not performed by CPS HR. Client has the (ii) Client shall not reuse printed tests on the responsibility for assuring that the testing process test date or on any other date but shall performed by Client conforms to any applicable laws, return Test Materials to CPS HR,whether rules or ordinances, and for the test as a whole. or not the test was administered. Under the federal Uniform Guidelines on Employee Selection Procedures,the Client as test user is (b) On-line Testing: responsible for local validation efforts(e.g.,SME (i) After the scheduled test date(s),CPS HR review,job analysis studies)and the results of the will suspend access to the on-line test site. selection process,and Client understands and (ii) Within 10 business days of the test date, acknowledges that it must be prepared to Client shall destroy all CPS HR Test demonstrate that the process is valid and meets Materials including scratch paper and note other testing standards if it adversely affects groups paper in a way that make the materials protected by fair employment laws. unrecoverable. 2. Client is responsible for insuring that all persons who. F. Billing,Pricing,and Payment. handle or have access to Test Materials in any 1. CPS HR shall bill Client at the billing address capacity for Client shall do so in compliance with this provided in Attachment 1, unless notified in writing of Agreement, and are trained to handle Test Materials a new billing address. and administer tests before they do so. 2. The bill shall be derived from the most current I. Legal Proceedings Involving Test Materials. applicable Rate Sheet(s):Attachment 2 for Test i. If Client receives notice of any administrative or court Rental,Attachment 3 for SLPP, and Attachment 4 for proceeding involving a CPS HR test,or a request for Online Skills.Client acknowledges and understands disclosure of Test Materials,such as a subpoena,or that the Test Price List(s)are only effective as of the a public records or freedom of information request, date shown each of them and are subject to change. Client shall notify CPS HR of such request 3. Client shall be billed for any work done on a canceled immediately and well before a response is due. or postponed test up to the time CPS HR is notified 2• Upon CPS HR request,Client shall maintain the of such cancellation or postponement. Under certain confidentiality of the Test Materials pending the grant circumstances,and in CPS HR's sole discretion, or denial of a protective order or the decision of a credit may be given for work already performed if the court or administrative body as to whether the test is rescheduled. requested Test Materials must be disclosed under 4. CPS HR may charge Client for lost or compromised the applicable public records statute. tests if Test Materials are not returned according to 3. Client shall cooperate with CPS HR in seeking any 3(a)above. Client shall be liable for the actual cost relief necessary to maintain the confidentiality of the associated with the creation of a substantially similar Test Materials. replacement test up to a maximum of$15,000. 4. Client shall indemnify and hold CPS HR harmless 5. Client agrees to and shall pay all invoices within thirty from and against any and all claims,costs,damages, (30)days of receipt of invoice. losses, liabilities and expenses(including reasonable G. Candidate Inspections attorney fees and costs)arising out of or in connection with administration of a test,or with 1. Test Materials. maintaining confidentiality of Test Materials. CANDIDATE INSPECTION OF TEST MATERIALS J. Term and Termination of Agreement. SHALL NOT BE ALLOWED EXCEPT IN CASE OF 1. Return of Test Materials. Upon termination of the ANSWER SHEETS AS DESCRIBED BELOW Agreement,Client shall immediately return to CPS 2. Answer Sheets. HR any Test Materials that it possesses. (a) If a candidate files a protest regarding the K. Miscellaneous. scoring of his or her test, inspection of a 1. Notices. Any notice to the parties required or candidate's own answer sheet(s)for the permitted under this Agreement shall be given in purpose of detecting whether any clerical or writing and shall be sent to Client at the address other error has been made in the scoring of the provided for the Principal Signer and to CPS HR at answer sheets shall be allowed, upon request 241 Lathrop Way,Sacramento,CA 35815. by the Client,for a 10-business-day period immediately following the notification to the 2. Dispute Resolution; Remedies. candidate of test results. (a) In the event of a dispute,the parties may agree (b) Candidates are not allowed to review the to pursue mediation or either binding or question booklet during this inspection period, nonbinding arbitration to resolve their dispute, (c) Not more than one hour will normally be under such rules as the parties may agree. allowed for answer sheet(s)review. A (b) Client acknowledges that breach of this representative of Client's Personnel or Agreement may result in irreparable harm to Administrative office shall be present to assure CPS HR for which damages would be an inadequate remedy and,therefore,in the event of a breach, in addition to its rights and warranties. All modifications and supplements to this remedies otherwise available by law, CPS HR Agreement must be in writing and signed by both shall be entitled to seek equitable relief, parties. including injunction. 5. Counterparts;Facsimile Signature;Electronic 3. Waiver. The failure of any party at any time or times Signature. This Agreement may be executed in any to require performance of any provisions of this number of counterparts. If this Agreement or any Agreement shall in no manner affect its right to counterpart is signed and then faxed or e-mailed by enforce such provision at a later time. Nor shall the PDF or otherwise,the faxed or e-mailed copy bearing waiver by either party of a breach of any provision of the signature shall be as good as the original wet-ink this Agreement be taken or held to be a waiver of the signed copy for all intents and purposes. provision itself. No waiver shall be enforceable 6. Authority to Sign. The person signing this unless made in writing and signed by the party Agreement on behalf of the Client(the Principal granting the waiver. Signer)represents that he or she is the head of the 4. Entire Agreement; Modifications. This Agreement agency or is otherwise duly authorized to sign this constitutes the entire Agreement between the parties Agreement and to bind the Client. regarding the subject matter hereof and supersedes all other Agreements, representations and Principal Signer By signing below, I represent that the persons(s) listed in Attachment 1 and on any attached sheets is/are authorized to handle CPS HR Test Materials on Clients behalf. I affirm that I will handle all CPS HR Test Materials in accordance with the terms of the CPS HR Test Rental Agreement then in effect, and that I will ensure all individuals handling and/or administering tests are properly trained. Cooperative Personnel Services dba City of Fort Worth CPS HR Consulting, A California Joint Powers Authority VA— Autholized By: By: Signature(Head of Agency) Authorized Signature Name: Name: Victoria Quintero Brashear Title: Title: Senior Leader— Products and Services j� Email: Date: Date: Attachment 1 Authorized Representatives) (use an additional page if needed) By signing as an Authorized Representative,I affirm that I will handle all CPS HR Test Materials in accordance with the terms of the CPS HR Test Rental Agreement then in effect. Name,Title Signature E-mail Address Phone Number Name,Title Signature E-mail Address Phone Number Name,Title Signature E-mail Address Phone Number Name,Title Signature E-mail Address Phone Number Name,Title Signature E-mail Address Phone Number Name,Title Signature E-mail Address Phone Number Ii. Billing Contact Contact Name and Title Agency Street Address,City,State,Zip E-Mail Phone Number Fax Number Ill. Physical Address Agency/Department Name Street Address, City,State,Zip 1 Attachment 2 CPS HR Test Rental Division Rates (Effective March 25, 2009—Subject to Change) STOCK.` MODULAR SEMI=STOCK n ' ,CUSTOM ' AGENCY TESTS*;: TE$TS. =:: TESTS.,, :TESTS TES7$I , Base Fee(per order)$ $295.00 $395.00 $595.00 $995.00 $350.00 1-100 Candidates(per candidate) $9.00 $12.00 $14.00 $15.00 $10.00 101-500 Candidates(per candidate) $8.50 $11.00 $13.00 $14.00 $9.50 501+Candidates(per candidate) $8.00 $10.00 $12.00 $13.00 $9.00 New Item Writing/Entry N/A N/A N/A $35 per item WA Pick Up/Handling 5% 5% 5% 5% 5% Standard Shipping/Handling** 10% 10% 10% 10% 10% Expedited Shipping/Handling** 15% 15% 15% 15% 15% Premium Shipping/Handling** 20% 20% 20% 20% 20% Shipping outside contiguous U.S. CALL FOR DETAILS Entry Law/Fins Candidate Preparation Manuals Structured Interview Packages **Now available.Online** Quantity Per Booklet/Candidate Fee Base Fee: $595.00 10-1000 $3.00 Per Candidate Fee: 1001+Call for volume discount details 1 -500 $7:50 *CPS HR will apply a credit of$35.00 for each fully paid UNOPENED package of Stock Exams of test booklets on the current STOCK test order. **Standard shipping applies to orders placed at least 10 business days prior to test date. Expedited shipping applies to orders placed less than 10 business days prior to test date. Orders_placed 3 or less business days prior to the test date will.be charged at the premium shipping rate. i $Base fee includes the following at no additional charge:Proctor's Manual,Scoring Manual,CPS HR Scoring, CPS HR answer.sheets and a scoring report. SPECIAL SERVICES Stock Supplements $2.00 per book when ordered with a Stock test Writing Proficiency Exam $350.00 Base Fee+$15.00 per candidate(Professional Scoring included) Scoring Keys Available at no additional charge Re-Scoring/Hand-Scoring of Answer Sheet $30.00(Requested directly by Agency) Non-specified special services CALL FOR DETAILS(Billed at applicable hourly rate) Test Rental Contact Information: CPS HR Consulting Attn: Test Rental Division 241 Lathrop Way, Sacramento CA 95815 Telephone: 916.263.1800/Toll Free 866.867.5272 Fax:916.921.6240/ E-mail: testrentaiDcpshr:us Vendor Services Agreement—Exhibit C Page 22'of 24 Attachment 3 Spanish Language Proficiency Test Rental Division Rates Effective March 25, 2009 --Subject to Change INRITTEN'TEST ,ORAL TEST f ; Base Fee (per order) $295.00 $295.00 "Per Booklet Fee . $9.00 N/A ***Per Tape Scoring Fee N/A $120.00 Expedited Shipping •20% •20% *Orders placed less than two weeks prior to the exam date will incur expedited shipping charges "Per Booklet Fee will be charged for number of books ordered "•Billed for the number rated SPECIAL SERVICES Faxing/Emailing Test Results Available at no additional charge Hand Scoring $30.00 Proctoring Services I Call for details/quote SLPP Extended Use Program Call.for details Attachment 4 CPS HR On-line Skills Test Pricing Schedule Effective August 2015—Subject to Change Online.Skills TestPricing Single Two-Subjec# Each Add�t�onal ` Schedule `R Subject'Test!"-' *v ` Test6" SubJ'ect 1 - 25 Candidates(per candidate) $20.00 $30.00 $6.00 26 -100 Candidates(per candidate) $18.00 $27.00 $6.00 101 -250 Candidates(per'candidate) $17.00 $25.50 $6.00 251 -1,000 Candidates(per candidate) $15.00 $22.50 $6.00 1,001+ Candidates(per candidate) $12.00 $18.00 $6.00 Access 2007 oc 2010xce12007 ar 20'l0 dVori 2007 or 2lli'F0 Y Advanced Skills Advanced Skills Advanced Skills Basic Skills Basic Skills Basic Skills Standard Standard Standard PowerPoint 2007 or2010 1Rh>ndows �f >3�gita cy°208 Advanced Skills Advanced Skills Computing Basic Skills Basic Skills Internet Standard Standard SoftwareSkills -s z s; `k` "j}�y�'� c ���,�,��... 't'„7'r E+:. x a, fr.✓P� +, ..+.. �i'ha.,4 s.'.-. � i s� ; .,e�Gx'1r%:. 'vrzY r*Pk :S Basic Computer Literacy Typing Test Excel Functions Ten Key Test Publisher 2003-Standard Data Entry Test-Numeric Outlook 2007 or 2010-Standard Data Entry Test Alphanumeric Test Rental Contact Information: CPS HR Consulting Attn: Test Rental Division 241 Lathrop Way, Sacramento CA 95815 Telephone: 916.263.18001 Toll Free 866.867.5272 Fax: 916.921.62401 E-mail: testrentaWcpshr.us CPS HR=CONSULTING COOPERATIVE PERSONNEL SERVICES DBA CPS HR CONSULTING RESOLUTION AUTHORITY TO CONTRACT Whereas,Cooperative Personnel Services is a joint powers agency organized to do business with government and non-profit agencies throughout the world;and Whereas,the following agencies represented on the Board of Directors of the above-named joint powers agency: East Bay Municipal Utility District City of Las Vegas Sacramento County City of Anaheim Hayward Unified School District City of Plano Pinellas County Mecklenburg County then be it Resolved,that by the Board as of March 21,2014,the above-named Board agencies have authorized the Chief Executive Officer of Cooperative Personnel Services to enter into Agreements with the State of California, other governmental agencies,and non-profit organizations for the provision of human resource and related management services as authorized under Section 2 of the CPS Joint Powers Agreement unless or until such authority is revoked by the Board;and be it-further; Resolved,that by the above-mentioned date,the Chief Executive Officer has been authorized to delegate execution of such Agreements to employees of CPS HR for and on behalf of Cooperative Personnel Services. RESOLUTION# 14-03 RESOLVED BY THE BOARD OF DIRECTORS,CPS HR CONSULTING AT THE MARCH 21,2014 MEETING MOTION:RIDGE,CITY OF ANAHEIM SECOND:TARWATER,CITY OF LAS VEGAS VOTE: CITY OF ANAHEIM AYE PINELLAS COUNTY AYE CITY OF PLANO AYE CITY OF LAS VEGAS AYE HAYWARD USD AYE MECKLENBURG COUNTY AYE SACRAMENTO COUNTY ABSENT EAST BAY MUD ABSENT CERTIFIED: } DATED: LASHON ROSS,BOARD SECRETARY CPS HR.BOARD OF DIRECTORS CPS ISR = CONSULTING Delegation of Authority To Whom it May Concern: By means of this letter, I, Gerald Greenwell, Chief Executive Officer, delegate the authority herein described, to the CPS employees listed on Attachment A on the following terms and conditions: 1. The designated employees may review and execute, on my behalf, all documents named and in such amounts as listed in Attachment A. 2. The effective date of this delegation is August 3, 2017 and shall run until revoked by me, my successor or the Board of Directors. 3. The authority delegated is not subject to sub-delegation without my prior and express written consent. 4. This delegation'is made pursuant to Cooperative Personnel Service's Joint Powers Authority and Signature Authority Po S nature (Delegating o icia) Ge ald Greenwell, CEO Name and Title 2 Date 4 2 ! ti<aFsit rV St: ran ionto,CA 95815t:91 L.2%?.3hCX? /;416,263.3613 www.cps.ca,gov CPS HR CONSULTING Attachment A Ann-Marie Anderson, Human Resources Director: Review and execute all documents and agreements related to human resources. Review and execute all Investigation proposals, client agreements, project notices and subcontracts. The authority is not to exceed $5,000,000. Melissa Asher, Senior Leader: Review and execute all client agreements, subcontracts, project notices and proposals for the Emerging, Local, State and Federal Practices. This authority is not to exceed $5,000,000. Amy Bigone, Test Rental Manager: Review and execute all test rental agreements. This authority is not to exceed $2,500,000. Karen Evans, Training Manager: Review and execute all Departmental Training Agreements. This authority is not to exceed $50,000. Review and execute client training agreements. This authority is not to exceed $10,000. Roger Ganse, State Practice Leader: Review and execute all client agreements, subcontracts, project notices and proposals for the State Practice. This authority is not to exceed $2,500,000. Geralyn Gorshing, Director, Marketing & Business Development: Review and execute all contracts related to CPS HR's sales and marketing functions. Review and execute all proposals and client agreements. Review and execute all test site and conference space rental agreements. The authority is not to exceed $5,000,000. Jeff Hoye, Senior Leader: Review and execute all client agreements, subcontracts, project notices and proposals for the Emerging, Local, State and Federal Practices. This authority is not to exceed $5,000,000. Sandy MacDonald-Hopp, Chief Financial Officer: Review and execute all client agreements, subcontracts, project notices and proposals as well as general contractual agreements.. Review and execute all documents required to procure and administer the necessary and appropriate insurance policies and coverage for CPS HR. This authority is not to exceed $10,000,000. David Powell, Director of Information Technology Services: Review and execute all agreements required to procure information technology equipment and services. This authority is not to exceed $5,000,000. Vicki Quintero Brashear Senior Leader Products and Services: Review and execute all client agreements, subcontracts, project notices and proposals for the Emerging, Local, State and Federal Practices. Review and execute all test site and conference space rental agreements. This authority is not to exceed $5,000,000. 241 Lathrop Way Sacramento,CA 95815 t:916:263.3600 f:916.263.3613 www.cps.ca.gov