HomeMy WebLinkAboutContract 52911 City Secretary Contract No. �_.
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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL 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 , its duly authorized Assistant City Manager, and CPS HR Consulting
("Vendor"), a CA 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.
Exhibits A, B and C,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 or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. Scone of Services. Police and Fire Testing Services. Exhibit "A," - Scope of Services
more specifically describes the services to be provided hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date")and shall expire one year from the effective 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,for up to four(4)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 an amount up to Thirty-Eight Thousand Four Hundred Dollars($38,400.00). Vendor shall
not perform any additional services or bill for expenses incurred for City not specified by this Agreement
unless City requests and approves in writing the additional costs for such services. City shall not be liable
for any additional expenses of Vendor not specified by this Agreement unless City first approves such
expenses in writing.
OFFICIAL RECORDj
CITY SECRETARY
Professional Services Agreement Page 1 of
City Secretary Contract No.
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 Information.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 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller.It will be the responsibility of Seller to submit reasons objecting
to disclosure.A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
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.
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6. Rizht 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.
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,Vendors 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.
8. Liability and Indemnification.
8.1 L)ABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND 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 HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES,FROMANDAGAINSTANYANDALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCLUDINGALLEGED 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, at 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
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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 right 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 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 consent 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:
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$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. "Any
vehicle"shall be any vehicle owned, hired and non-owned.
(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.
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(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.
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:Jay Chapa,Assistant City Manager Amy Bigone, Test Rental Manager
200 Texas Street 2450 Del Paso Road, Suite 220
Fort Worth,TX 76102-6314 Sacramento,CA 95834
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
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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.
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 Maieure. 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,and C.
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.
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.
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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. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. (Note: Please also see the CPS HR Test Rental Agreement
included herein as Exhibit D—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
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
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City Secretary Contract No.
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. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less
than$100,000,this section does not apply. 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.
(signature page follows)
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City Seeretary Contract No.
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
By: this contract,including ensuring all performance and
Name: �i Ps.+,S
,v reporting requirements.
Title: Assistant City Manager
Date: eq ,20If By:
Name:
APPROVAL RECOMMENDED: Title: p A•"—FA6vSt-
APPROVED AS TO FORM AND LEGALITY:
By:
Name:
Title: ;&L By.
Name:
ATTEST: Title: Assistant City Atto ey
_ CONTRACT AUTHORIZATION:
By: ln4 OR
5t.
Name:
Title: City Secre
VENDOR: rEXPecJ
CPS HR Consulting, a CA Joint Powers
Authority
0—
By: `
Name: Victoria Quintero Brashear
Title: Senior Leader,Products and Services
Date: + a7 , 20 t-)
E
RECORD
E'�ARTH,TX
Professional Services Agreement
EXHIBIT A
SCOPE OF SERVICES
Job Analysis and Examination Plan Development
For each Project(Entry-Level Testing Services and Promotional Testing Services)CPS HR will conduct a job analysis.
CPS HR will convene a small panel of FWFD/FWPD subject matter experts(SMEs)with significant knowledge of each
target rank to review the FWFD/FWPD's job analysis data for accuracy and completeness.CPS HR and FWFD/FWPD
SMEs will review currentjob descriptions,class specifications,training manuals,standard operating procedures,and
review any other important FWFD/FWPD documents to help better define each rank.To obtain a complete picture,
CPS HR will conduct interviews with FWFD/FWPD SMEs, paying special attention to the human behaviors required
of each rank. it is anticipated that the SME group will be gender and ethnically diverse(if possible)to ensure the
integrity of the job analysis process to decrease the likelihood of any unanticipated biases being introduced into the
process.
Job analysis questionnaires(JAQs)will be distributed to incumbents and first-level supervisors of the target rank to
solicit ratings regarding the frequency and criticality of job tasks and the criticality of KSAOs required upon
appointment to the target rank. Following respondent completion of the JAQs,we will analyze the data to establish
the frequency and importance of each task, the overall criticality of each KSAO, and when an incumbent must
possess each KSAO.The documented job analysis data will then serve as the basis for subsequent examination design
for the target rank, including appropriate weighting.The JAQs can be distributed in a web-based format and/or in
hard copy format,based upon ease of completion consideration for the respondents and the Civil Service Director's
preference.Typically,completion of the questionnaire takes approximately one to two hours,although respondents
will be provided with an ample overall response time of approximately two weeks to facilitate completion of the
questionnaire in such a manner so as not to interfere with their regular duties and to ensure the collection of
accurate,complete ratings.
CPS HR will provide the City with a job analysis report that can also be used as the basis for a number of human
resources-related activities beyond selection and examination development, including classification and
compensation,training and development,and any other subsequent human resources-related activities conducted
on the basis of the job analysis results.Additionally,it is intended that the thoroughness of the job analysis and the
resulting data will ensure that future job analysis activities/studies for the target rank should only need to be of a
confirmatory nature,thus reducing future expense to the City in terms of both money and staff resources.
Examination Plan Development
A SME panel of FWFD/FWPD representatives will be convened to assist in the creation of an examination plan.This
group(s)of SMEs will be selected by the FWFD/FWPD and may include the same SMEs who participate in the job
analysis process.
CPS HR staff will work with the SME panel to select the job behaviors,tasks,and KSAOs to incorporate into a written
examination appropriate to the target rank.The examination development process will be guided by CPS HR staff to
ensure that the procedures are standardized;that the KSAOs/job behaviors are measurable and/or observable;that
the criteria for evaluating these KSAOs/job behaviors are clear; and that a lucid, reasonable scoring method is
produced.
Project III and IV: Promotional Fire Testing and Police Testing Services
The first activity of this project will be to meet with representatives from the City in order to discuss the project
schedule,objectives, and personnel roles for the term of the contract and define any parts of the project that may
Vendor Services Agreement—Exhibit A Page I I of 15
City Secretary Contract No.
require clarification.We will review all applicable FWFD/FWPD materials and any additional information,such as the
job description concerning each target rank at this time.
CPS HR will also develop a detailed project plan.Job analysis and examination plan development will be completed
as described in the"Job Analysis and Examination Plan Development"section.
Promotional Examinations
A timed,written,multiple-choice job-knowledge examination will be created for each target rank.CPS HR staff will
coordinate with the appointed designee to finalize a reading list to be used by candidates for preparation of the
written examination and to be used as the basis for the development of the written examination(in accordance with
the applicable exam plan based on the job analysis data. CPS HR will work with the FWFD/FWPD to identify
acceptable source materials(including those sources that are internal to the City/Departments)from which the test
items will be developed.The City may select as many or as few source materials for the examination as they chose.
We can review previously used bibliographies and recommend changes,if necessary.
Test items will then be developed by CPS HR's pool of trained item writers and identified as to source,edition,and
page in accord with the examination reading list. ICPS HR will develop a larger pool of items than necessary for
review by the City(and appointed SMEs if applicable).The City and the appointed SMEs(if applicable)will review
the entire group of test items,eliminating those that are not relevant,appropriate,or applicable and editing others
as necessary.CPS HR will make all recommended changes within five(5)working days from receiving any comments
from the Civil Service Director.
CPS HR will develop a draft written examination within forty-five(45)calendar days of receiving the final reading list
and test plan from the City. Included with the draft written examination will be a sourced key which contains the
correct response for each question and the source material and page it was written from. Each section will be
prefaced with a set of written instructions which identifies the source of the question and advises the test-taker to
choose the best answer based on the text contained in that source.
All final written examination forms will contain the appropriate number of items and include all test instructions and
timing. All printing and preparation of exam material and test keys will be completed internally by CPS HR to enhance
security.At least seven calendar days prior to the examination,CPS HR will deliver proctor's instructions,one test
book per candidate,and a copy of the answer key to the Civil Service director.
Civil Service Appeals Hearing Support
CPS HR will provide hard copies of the examinations to be used for the candidate appeal process.All appealed items,
regardless of the outcome, will be flagged in the system and will not be provided for consideration in future
examinations for any rank.
In the event that examination items are challenged by a candidate,CPS HR will provide 7 copies of a bound document
to the Civil Service Commission containing the following: a list of the appealed questions, a narrative supporting
each question, and the portion of the study material containing the source from which the answer was taken and
any pages referenced by the appellant. If the City has provided the raw response data for the examination,CPS HR
can also include an item analysis for all exam questions.
Item Analysis and Adverse Impact Reports
If the City provides the raw examination responses in an agreed upon format, CPS HR can provide detailed score
reports following the administration of each written examination.The item analysis and adverse impact information
will be submitted to the City with 72 hours of receipt of the raw responses for the examination.
Provide Technical and Litigation Assistance and Expert Testimony
Professional Services Agreement
MAXIWS Consulting Services,Inc., Page 12 of 15
City Secretary Contract No.
We will provide,without charge,four hours of consulting time in defense of the process.Additional hours will be at
the rate specified in the contract.
Professional Services Agreement
MAXIMUS Consulting Services,Inc.,Page 13 of 15
EXHIBIT B
PRICE SCHEDULE
Cost
1.Fee for completing Project I II
(Promotional Fire Testing Services)
Job Analysis:$3,500
Written Examinations:$995 base fee,$15 per candidate,$35 for new item writing;10%shipping/handling
Appeals Review and Documentation:$130 per hour,up to 5 hours
2.Fee for completing Project IV
(Promotional Police Testing Services)
Job Analysis:$3,500
Written Examinations:$995 base fee,$15 per candidate,$35 for new item writing; 10%shipping/handling
Appeals Review and Documentation:$130 per hour,up to 5 hours
Technical and Litigation Assistance and Expert Testimony:$325/hour
Vendor Services Agreement—Exhibit B Page 14 of 15
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
CPS HR CONSLUTING
2450 DEL PASO ROAD,SUITE 220
SACRAMENTO,CA 95834
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
tf'�'- �
Signature
2. Name: Melissa Asher
Position: Senior-Practice L a r
Signature
3. Name: Sandy MacDonald-Hopp
Position: Chief Financial Officer
Signatur
Name erald Greenwell
Sig atrre of President/CEO
Other Title:
Date: 9I80 f 20(9
Vendor Services Agreement—Exhibit C Page 15 of 15
EXHIBIT D
CPS HR CONSULTING
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 (a) Test Rental Division and SLPP:
any,shall be governed by a separate Agreement
between CPS HR and Client. (1) 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
manuals,scoring Instructions,key sheets,key overlays, total number of candidates In each job
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 prior to
administration,such as completed answer sheets Of the test date,rush shipment charges may
applicable),scratch paper,note paper and the like. apply and timely delivery cannot be
D. Test Security.CPS HR security standards are designed guaranteed.
to protect the mutual Interests of all Clients that use Test (11) Client shall rent one test booklet per
Materials as well as the Interests of applicants who take candidate to 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,
users must sign this Agreement and agree to fulfill its sufficient test booklets and any other
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,b 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 (if) 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 HP,
3. Should Client suspect any breach of test security,
Client agrees to immediately notify CPS HR and
Immediately take all steps necessary to preserve
-1-
Professional Services Agreement-Exhibit D
I After the test date, by the candidate on the answer sheet(s)or
(a) Test Rental Division and SLPP: keyed answer sheet.
(1) 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
(11) 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
(b) On-line Testing: Selection Procedures,the Client as test user is
te(s),CPS HR responsible for local validation efforts(e.g.,SME
(I) After the scheduled fast da
will suspend access to the te a test site. review,job analysis studies)and the results of the
p 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 1. If Client receives notice of any administrative or court
Rental,Attachment 3 for SLPP,and Attachment 4. proceeding involving a CPS HR test,or a request for
Client acknowledges and understands that the Test disclosure of Test Materials,such as a subpoena,or
Price L€st(s)are only effective as of the date shown a public records or freedom of informal€on request,
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 of 2. Upon CPS HR request,Client shall maintain the
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 stall 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,}'abilities 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
SHALL NOT BE ALLOWED EXCEPT IN CASE OF J. Term and Termination of Agreement.
ANSWER SHEETS AS DESCRIBED BELOW 1. Term. This Agreement is effective beginning the
2. Answer Sheets. date It is signed by both parties and continuing for
two years thereafter unless earlier terminated by
(a) If a candidate files a protest regarding the either party as stated below,
scoring of his or her test,inspection of a 2. Immediate Termination upon Material Breach. Either
candidate's own answer sheet(s)for the party may terminate this Agreement immediately
purpose of detecting whether any clerical or upon any material breach by the other party. For
other error has been made in the scoring of the purposes of this Agreement,butwithout limiting the
answer sheets shall be allowed,upon request meaning of material breach,any breach of the test
by the Client,for a 10-business-day period security provisions,however minor,shall be
immediately following the notification to the considerd a material breach. Client understands
candidate of test results, and acts iowledges that immediate termination by
(b) Candidates are not allowed to review the CPS HR may result in the withholding or recall of
question booklet during this Inspection period. Test Malerials.
(c) Not more than one hour will normally be 3. Termination Without Cause, CPS HR and Client may
allowed for answer sheet(s)review. A terminate the Agreement without cause upon thirty
representative of Client's Personnel or days written notice to the other party.
Administrative office shall be present to assure
that no changes or marks of any kind are made
-2-
Professional Services Agreement-Exhibit D
4. Return of Test Materials. Upon termination of the enforce such provision at a later time. Nor shall the
Agreement,Client shall immediately return to CPS waiver by either party of a breach of any provision of
HR any Test Materials that it possesses_ this Agreement be taken or held to be a waiver of the
K. Miscellaneous. provision itself. No waiver shall be enforceable
1. Notices. Any notice to the parties required or unless made in writing and signed by the party
permitted under this Agreement shall be given in granting the waiver.
writing and shall be sent to Client at the address 5. Entire Agreement;Modifications. This Agreement
provided for the Principal Signer and to CPS HR at constitutes the entire Agreement between the parties
2450 Del Paso Rd,Ste 220,Sacramento,CA 95834. regarding the subject matter hereof and supersedes
2. Dispute Resolution;Remedies. all other Agreements,representations and
warranties. All modifications and supplements to this
(a) in the event of a dispute,the parties may agree Agreement must be in writing and signed by both
to pursue mediation or either binding or parties.
nonbinding arbitration to resolve their dispute, g. Counterparts;Facsimile Signature;Electronic
under such rules as the parties may agree. Signature. This Agreement may be executed in any
(b) Client acknowledges that breach of this number of counterparts. If this Agreement or any
Agreement may result in irreparable harm to counterpart Is signed and then faxed or e-mailed by
CPS HR for which damages would be an PDF or otherwise,the Faxed or e-mailed copy bearing
inadequate remedy and,therefore,in the event the signature shall be as good as the original wet-ink
of a breach,in addition to Its rights and signed copy for all intents and purposes,
remedies otherwise available by law,CPS HR 7, Interpretation;Jurisdiction,This Agreement shall
shall be entitled to seek equitable relief, be interpreted and enforced under the laws of the
including injunction. State of California and jurisdiction shall be in
3. Attorneys Fees. If any legal action or arbitration or Sacramento County,California,The Agreement shall
other proceeding is brought to enforce or construe be interpreted in a fair and balanced manner to best
the term of this Agreement or because of an alleged preserve its intent,and without bias against the
dispute,breach or default in connection with any drafter.
provision of this Agreement,the successful or 8. Authority to Sign. The person signing this
prevailing party shall be entitled to recover Agreement on behaif of the Client(the Principal
reasonable attorneys fees and other costs incurred in Signer)represents that he or she is the head of the
that action,arbitration or proceeding in addition to agency or is otherwise duly authorized to sign this
any other relief to which it may be entitled. Agreement and to bind the Client.
4. Waiver. The failure of any party at any time or times
to require performance of any provisions of this
Agreement shall In no manner affect its right to
-3-
Professional Services Agreement-Exhibit D
Soto, Vania Elizabeth
From: Gonzales, Ronald
Sent: Thursday, October 31, 2019 4:32 PM
To: Soto, Vania Elizabeth
Subject: FW: Professional Services Agreement CPSHR Consulting including Exhibit D
Attachments: CPSHR Consulting Professional Services Agreement Final 10-15-19.pdf
FYI.
From:Strong,JB<John.Strong@fortworthtexas.gov>
Sent:Tuesday, October 15, 2019 12:41 PM
To:Gonzales, Ronald <Ronald.Gonzales@fortworthtexas.gov>
Subject: FW: Professional Services Agreement CPSHR Consulting including Exhibit D
Ron,
I am good with adding Exhibit D to the filed contract with City Secretary,
Sincerely,
JB
John B. Strong (JB)
Assistant City Attorney
200 Texas St.
Fort Worth, TX 76102
(817)392-7627
John.Strong@fortworthtexas.gov
City of Fort Worth— Working together to build a strong community.
RECIPIENTS-PLEASE CONTACT ME PRIOR TO FORWARDING MESSAGES DESIGNATED AS
ATTORNEY-CLIENT COMMUNICATIONS.
This e-mail and any files transmitted with it are confidential and are intended solely for the use of the individual or entity
to which they are addressed. This communication may contain material protected by the attorney-client privilege. If you
are not the intended recipient or the person responsible for delivering the e-mail to the intended recipient, be advised that
you have received this e-mail in error and that any use, dissemination, forwarding, printing, or copying of this e-mail is
strictly prohibited.If you have received this e-mail in error,please immediately notify John B. Strong at the City of Fort
Worth City Attorney's Office (817) 392-7627.
From:Wills, Brittney
Sent:Tuesday, October 15, 2019 10:28 AM
To: Strong,JB<John.Strong@fortworthtexas.gov>
Cc: Tidwell,Allison <Allison.Tidwell@fortworthtexas.gov>; Soto,Vania Elizabeth<Vania.Soto@fortworthtexas.gov>
Subject: Professional Services Agreement CPSHR Consulting including Exhibit D
1
Good Morning JB,
I spoke to Ron Gonzales in the City Secretary's Office in regards to the Professional Services Agreement for CPSHR
Consulting. Ron stated that he needed an e-mail from you stating that everything has been cleared.
Thanks,
Brittney Wills
Sr. HR Analyst
Human Resources Department
Office Phone: (817)392-7779
Brittney.Wills@FortWorthTexas. og_v
City of Fort Worth— Working together to build a strong community.
FORT WORTH.
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