HomeMy WebLinkAboutContract 34779CON R C�T (VO � / l �
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT ("Agreement") is made and entered into between THE CITY OF FORT
WORTH, a home rule municipal corporation of the State of Texas ("City"), acting by and
through Joe Paniagua, its duly authorized Assistant City Manager, and PHILIP ROOS, PH.D.,
an individual ("Consultant").
RECITALS
WHEREAS, Consultant is a licensed clinical psychologist that provides professional pre-
employment psychological services; and
WHEREAS, City is in need of professional pre-employment psychological seivices to
assist City by providing psychological evaluations to applicants desiring to become a police
officer or a reserve police officer as required by Texas Commission on Law Enforcement Officer
Standards and Education; and
WHEREAS, City and Consultant desire to enter into a contract to have such services
provided which benefit City.
NOW, THEREFORE, in consideration of the mutual covenants herein expressed, and
based upon Consultant's affirmations in Section l.b. below, the parties agree as follows:
AGREEMENT
1. Performance of Seivices.
a. Consultant covenants and agrees to fully perform, or cause to be performed, with
good faith and due diligence, all objectives described in Exhibit "A", attached and incorporated
herein for all purposes incident to this Agreement ("Seivices"). To assist Consultant in the
performance of the Services, City will provide to Consultant the information set forth in Exhibit
"B", attached and included herein for all puiposes incident to this Agreement.
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b. Consultant affirms that he is licensed to practice clinical psychology in the State
of Texas by the Texas State Board of Examiners of Psychologists (the "Board") and desires to
render the Seivices for City on the terms and conditions provided in this Agreement. Consultant
affirms that he has knowledge of a police officer's job; has specialized knowledge in the use of
psycho diagnostic and personality tests for employment selection decisions; has a worlcing
lcnowledge of laws surrounding the screening process; and has a comprehensive understanding
of tests relevant to employment selection.
c. Consultant shall notify City as soon as possible upon any disciplinary action or
sanction taken against Consultant by the Board, including but not limited to revocation or
suspension of license to practice psychology, probation, reprimand, Board-ordered continuing
education, monitoring of Consultant's practice, or administrative penalty by the Board, or civil
penalty, criminal penalty, or injunctive relief sought against Consultant by the Board.
Consultant shall disclose to City the reasons given by the Board for the sanction, disciplinary
action, penalty or injunctive relief.
d. Consultant shall notify City as soon as possible of any voluntary or involuntary
cessation of Board licensure or inactive Board licensure of Consultant.
e. Consultant shall adhere to all ethical, legal, and professional requirements or
standards, especially those requirements or standards relating to confidentiality and privacy, in
the provision of the Services.
2. Term.
a. Seivices shall be provided by Consultant for an initial term beginning January 1, 2007
and ending when City determines the Services are complete, or September 30, 2007, whichever
occurs first.
b. In addition to the initial term of this Agreement, there shall be four options to renew
for terms of one year each, unless earlier terminated or herein provided. Renewal shall occur
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upon City including in its budget for the option years sufficient funds for its obligations
hereunder and Consultant providing proof of continued certifications and insurance.
3. Fee. City agrees to pay Consultant $110.00 per applicant screened. The total cost for
the initial term of this Agreement shall not exceed $20,000.00. The Fee shall be compensation
for all Services. Payment shall be made monthly and shall be based upon the number of
applicants processed during the previous month as reflected by notification to the City of
assessment results. No payment shall be due for any applicant until completion by Consultant of
all documentation necessary for the City to process payments. Payment from City to Consultant
shall be made on an invoice basis following receipt by City from Consultant of a signed invoice.
The invoice shall be submitted to City, addressed to Gerald L. Chandler, 350 West Bellcnap, Fort
Worth, Texas, 76102, no later than the 15t�' day following the end of the month.
4. Termination. Either parry may cancel this Agreement at any time and for any reason by
providing the other party with thirty days written notice of termination. In the event this
Agreement is terminated prior to expiration of the Term, City shall pay Consultant only for
Service actually rendered as of the effective date of termination.
5. Independent Contractor. Consultant shall operate hereunder as an independent contractor
and not as an officer, agent, servant, or employee of City, Consultant shall have exclusive
control of and the exclusive right to control the details of the Services performed hereunder, and
all persons performing same, and shall be solely responsible for the acts and omissions of its
officers, agents, servants, employees, subcontractors and program participants. The doctrine of
respondeat superior shall not apply as between the City and Consultant, its officers, agents,
servants, employees, subcontractors, or program participants, and nothing herein shall be
construed as creating a partnership or joint enterprise between City and Consultant. It is
expressly understood and agreed that no officer, agent, employee, or subcontractor of Consultant
is in the paid seivice of City.
6. Indemnification.
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CONSULTANT COVENANTS AND AGREES TO 1NDEMNIFY, HOLD HARMLESS
AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS,
AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR
PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO
ANY AND ALL PERSONS, OF WHATSOEVER K1ND OR CHARACTER, WHETHER REAL
OR ASSERTED, ARISING OUT OF OR 1N CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS
AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED
HEREIN, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, OR SUBCONTRACTORS OF CITY; AND CONSULTANT HEREBY
ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS,
AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR
PROPERTY LOSS OR DAMAGE AND/OR PERSONAL 1NJURY, INCLUDING DEATH, TO
ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER
REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NON-PERFORMANCE OF THIS
AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS
OR SUBCONTRACTORS OF CITY. CONSULTANT LIKEWISE COVENANTS AND
AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM
AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY
OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF
CONSULTANT, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES,
SUBCONTRACTORS, INVITEES, LICENSEES, OR PROGRAM PARTICIPANTS,
WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS
OR SUBCONTRACTORS OF CITY.
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CONSULTANT AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR
1NJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN
CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS
AGREEMENT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY
CITY'S SOLE OR CONCURRENT NEGLIGENCE.
Consultant shall require all of its subcontractors to include in their subcontracts a release
and indemnity in favor of City in substantially the same form as above.
This Section 6 shall survive the expiration or termination of this A�reement.
7. Insurance.
During the term of this Agreement, Consultant shall procure and maintain at all times, in full
force and effect, a policy or policies of insurance that provide the specific coverage set forth in
this Section 7 as well as any and all other public rislcs related to Consultant's performance of its
obligations under this Agreement. Consultant shall specifically obtain the following types of
insurance at the following limits:
• Commercial General Liability:
$1,000,000 per occurrence; providing blanlcet contractual liability insurance products
and completed operations; independent contractor's liability; and coverage for
property damage to City facilities; and
• Errors & Omissions (Professional Liability):
If coverage is written on a claims-made basis, the retroactive date shall be coincident
with or prior to the date of the contractual agreement. The certificate of insurance
shall state that the coverage is claims-made and include the retroactive date. The
insurance shall be maintained for the duration of the contractual agreement and for
five (5) years following completion of the seivice provided under the -6o�t�ci��� _-- _--
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agreement or for the warranty period, whichever is longer
insurance submitted to the City shall evidence coverage.
following amounts:
(1) $1,000,000
(2) $2,000,000
per occurrence or claim
aggregate
An annual certificate of
Coverage shall be in the
Consultant shall promptly provide the City with certificates of insurance that verify Consultant's
compliance with the insurance requirements of this Agreement. The City's Risk Manager shall
have the right to review and evaluate Consultant's insurance coverage and to make reasonable
requests or revisions pertaining to the types and limits of that coverage. Consultant shall comply
which such requests or revisions as a condition precedent to the effectiveness of this Agreement.
8. Assignment. Consultant shall not assign or subcontract all or any part of its rights,
privileges or duties under this Agreement without the prior written consent of City, and any
attempted assignment of subcontract of same without such prior written approval shall be void
and constitute a breach of this Agreement.
9. Compliance with Law. Consultant, its ofiicers, agents, employees and subcontractors,
shall abide by and comply with all laws, federal, state and local, including all ordinances, rules
and regulations of City. It is agreed and understood that, if City calls to the attention of
Consultant any such violation on the part of Consultant or any of its officers, agents, employees
or subcontractors, then Consultant shall immediately desist from and correct such violation.
10. Non-Discrimination. Consultant, in the execution, performance or attempted
performance of this contract and Agreement, will not discriminate against any person or persons
because of disability, age, familial status, sex, race, religion, color or national origin, nor will
Consultant permit its officers, agents, employees, or subcontractois to engage in such
discrimination.
This Agreement is made and entered into with reference specifically to Chapter 17,
Article III, Division 3, of the City Code of the City of Fort Worth ("Discrimination in
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Employment Practices"), and Consultant hereby covenants and agrees that Consultant, its agents,
employees and subcontractors have fully complied with all provisions of same and that no
employee or employee-applicant has been discriminated against by either Consultant, its agents,
employees or subcontractors.
11. Ri�ht to Audit. Consultant agrees that the City shall, until the expiration of tluee (3)
years after final payment under this Agreement, have access to and the right to examine any
directly pertinent boolcs, documents, papers and records of the Consultant involving transactions
relating to this Agreement. Consultant agrees that the City shall have access during normal
working hours to all necessary Consultant facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of this
section. The City shall give Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all of its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until the expiration of
thj•ee (3) years after final payment under the subcontract, have access to and the right to examine
any directly pertinent boolcs, documents, papers and records of such subcontractor involving
transactions 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 worlcspace in
order to conduct audits in compliance with the provisions of this paragraph. City shall give
subcontractor reasonable advance notice of intended audits.
This Section 11 shall survive the expiration or termination of this A�reement.
12. Fiscal Funding. In the event no funds or insufficient funds are appropriated by the City
in any fiscal period for any payments hereunder, City will notify Consultant 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 shall have been appropriated.
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13. Entire A�reement. This written instrument constitutes the entire agreement by the parties
hereto concerning the work and services to be performed hereunder, and any prior or
contemporaneous, oral or written agreement, which purports to vary from the terms hereof shall
be void.
14. Venue and Jurisdiction. Should any action, whether real or asserted, at law or in equity,
arise out of the execution, performance, attempted performance of this Agreement, venue for
said action shall lie in Tarrant County, Texas.
15. Notices. Notices to be provided hereunder shall be sufiicient if forwarded to the other
party by hand-delivery or via U.S. Postal Service certified mail, postage prepaid, to the address
of the other party shown below;
1, CITY: Joe Paniagua, Assistant City Manager
City Manager's Office
City of Fort Worth
1000 Throcicmorton Street
Fort Worth, TX 76102
Copies To: Gerald Chandler, Contract Compliance
Fort Worth Police Department
350 W. Belknap
Fort Worth, TX 76102
Leann Guzman, Assistant City Attorney
Law Department
1000 Tluockmorton Street
Fort Worth, TX 76102
2. CONTRACTOR: Philip Roos, Ph.D.
Clinical Psychologist
4025 Woodland Park Boulevard
Arlington, Texas 76013
16. Non-Waiver. The failure of City or Consultant to insist upon the performance of any
term or provision of this Agreement or to exercise any right herein conferred shall not be
construed as a waiver or relinquishment to any extent of City's or District's right to assert or rely
upon any such term or right on any future occasion. ---_- _--�-==—__
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17. Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potential conflicts of interest related to
Consultant's seivices and proposed services with respect to the Project. In the event that any
conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees
immediately to malce full disclosure to the City in writing.
The City acicnowledges that Consultant may use products, materials or methodologies
proprietary to Consultant. The City agrees that Consultant's provision of services under this
Agreement shall not be grounds for the City to have or obtain any rights in such proprietary
products, materials or methodologies unless the parties have executed a separate written
agreement with respect thereto. Notwithstanding the foregoing, Consultant understands and
agrees that the City is subject to various public information laws and regulations, including, but
not limited to, the Texas Open Records Act. Consultant, for itself and its officers, agents and
employees, further agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such information to any third party without the prior
written approval of the City.
18. Severabilitv. 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 Consultant 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 omission, fires, strikes, locicouts, national disasters,
wars, riots, material or labor restrictions by any governmental authority, transportation problems
and/or any other similar causes.
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20. Headings not Controllin�. Headings and titles used in this Agreement are for reference
puiposes only and shall not be deemed a part of this Agreement.
[SIGNATURES APPEAR ON FOLLOWING PAGE.]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples in Fort
Worth, Tanant County, Texas, to be effective as of January 1, 2007.
ATTEST:
��
City Secretary
APPROVED AS TO FORM AND LEGALITY:
Leann Guzman
Assistant City Attorney
Date:
ATTEST:
No M&C Required
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CITY OF FOR� WORT�I i
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By: `_!, .;, `,T�!! ,
Joe Pani�.�ua'�_� ;
Assistant City Manager
PHILIP ROOS, Ph.D., an individual
ay:
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Philip Roos, Ph.D.
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STATE OF TEXAS
COUNTY OF TARRANT
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BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Philip Roos, Ph.D., lcnown to me to be the peison whose name is
subscribed to the foregoing instrument and acicnowledged to me that the same was his act and
that he executed the same for the purpose and consideration therein expressed.
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GIVEN iJNDER MY HAND AND SEAL OF OFFICE this �day of� ��-��..�;
A.D. 2006.
����.�.wv= -� C�S7iLLO
SAN�RA E•
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`�A�o��'py M`lComn�.��t��6Q� 312�
STATE OF TEXAS
COUNTY OF TARRANT
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Notary Public in and for
the State of Texas
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Joe Paniagua, lcnown to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that the same was the act of the
City of Fort Worth for the purpose and consideration therein expressed and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
A.D. 2006.
�o.�a�����e�,, MARIA S. SANCHEZ
* �, :. tJOTARY PUBLIC
s y S7ATE OF TEXAS
1'lf o; ,�E:- I�ly Gor�m. Exp.12-14-2009
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Notar Public in an for
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EXHIBIT "A"
SERVICES
A. Contractor shall administer pre-employment psychological examinations to applicants for
police officer and reserve police officer, and hereinafter referred to as "applicants", as
may be required from time to time on a scheduled basis.
B. If an applicant or employee passes the psychological examination, Consultant shall
prepare, complete and submit to the City Form L-3 Declaration of Psychological and
Emotional Health.
C. If an applicant or employee fails to pass the psychological examination, Consultant shall
advise City in writing, and shall advise City of those areas that the applicant or employee
failed to pass. Prior to a recommendation to disqualify an applicant or employee,
Consultant shall conduct a clinical inteiview.
D. Consultant shall be solely responsible for determining what psychological tests should be
given an applicant or employee. At a minimum, two psychological tests shall be given.
One test shall be normed in such a manner to identify patterns of abnormal behavior; the
other shall be oriented toward assessing relevant dimensions of normal behavior.
E. Consultant shall interview all applicants and employees and perform a clinical interview
prior to disqualifying an applicant and employees and/or when the test data are
inconclusive.
F. Consultant shall maintain at his place of business complete and accurate records of all
examinations of applicants and employees to support his testimony as required under "I"
below.
G. Consultant shall conduct the psychological testing required herein within five working
days of City's notiiication of refenal.
H. Consultant shall be responsible for notifying applicants and employees regarding the
administration of the psychological screening process. Further, Consultant shall be
responsible for rescheduling any missed appointments.
I. Consultant shall provide expert testimony regarding the validity of the psychological
screening process and the tests conducted. Testimony in cases involving an applicant's or
employee's attempt to overturn a disqualification is included in the compensation.
Compensation shall be negotiated between the parties for other expert testimony.
J. All seivices required hereunder shall be performed at Consultant's offices, which are
located at 4025 Woodland Park Boulevard, Arlington, Texas 76013, throughout the term
of this Agreement.
K. Consultant shall prepare and submit to the City a written psychological report within six
calendar days of the psychological examination which shall include at a minimum the
following:
1. Consultant shall provide City a written assessment of each applicant or employee,
which shall include a clear and definitive recommendation to hire or not to hire the
applicant.
2. Nanative reports shall be confined to job related factors and should avoid clinical
diagnostic labels and/or psychological jargon.
3. A recommendation of disqualification shall be based on an applicant's inability to
perform the essential psychological functions of a police ofiicer's duties.
L. Consultant shall notify only the City's Police Department of the assessment results.
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