HomeMy WebLinkAboutContract 62234City Secretary Contract No. _____________
Vendor Services Agreement Page 1 of 23
VENDOR SERVICES AGREEMENT
_____________________________________________________________________________
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, and
Cooperative Personnel Services dba CPS HR CONSULTING (“Vendor”), each individually referred to
as a “party” and collectively referred to as the “parties.”
1.Scope of Services. Vendor will provide City with Police Civil Service Entry and
Promotional Examination services (“Services”), as set forth in more detail in Exhibits “A” through “C,”
attached hereto and incorporated herein for all purposes. If any provisions of the attached Exhibit “C”
conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation
or ordinance of City, the terms in this Agreement and Exhibits “A” and “B” shall control.
2.Term. This Agreement begins on October 1, 2024 (“Effective Date”) and expires on
September 30, 2025 (“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, for up to four (4) one-year renewal option(s) (each a “Renewal Term”).
3. Compensation. City willpay Vendor in accordance with the provisions of this Agreement,
including Exhibit “B,” which is attached hereto and incorporated herein for all purposes. Total annual
compensation under this Agreement will not exceed Two Hundred and Seventy-Five Thousand
Dollars ($275,000.00).The Vendor acknowledges that this is a non-exclusive agreement and there is
no guarantee of any specific amount of purchase. Further, Vendor recognizes that the amount stated
above is the total amount of funds available, collectively, for any Vendor that enters into an
agreement with the City under the relevant Meet and Confer Labor Agreement or cooperative
agreement and that once the full amount has been exhausted, whether individually or collectively,
funds have therefore been exhausted under this Agreement as well.
Services will be provided on an as-needed basis and will be billed at the time of delivery. City will
pay invoice within 30 days of receipt. Vendor will 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 will not be liable for any additional expenses of Vendor not specified by this
Agreement unless City first approves such expenses in writing.
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 will terminate on the last day of the fiscal period for which
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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 will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will 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 will 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 will 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 will treat all information provided to it by City (“City Information”) as confidential
and will 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 will promptly notify Vendor. It will be the responsibility of Vendor 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.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must 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 will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, 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 will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
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7.Independent Contractor. It is expressly understood and agreed that Vendor will 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 will 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 subcontractors. Vendor acknowledges that the doctrine of respondent superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will 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, contractors, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL 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, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS
OR LAWSUITS OF ANY 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 ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
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 will 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 will 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 will 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 will have the sole right to conduct the
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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 will 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 will 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 will, 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 will 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 will 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 will be 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, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10.Insurance. Vendor must 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 Services 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
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Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement.
“Coverage will include Codes 8 and 9 for 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 Services are 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 must 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 must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers’ compensation policy must 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 must be provided to City. Ten (10) days’ notice will be
acceptable in the event of non-payment of premium. Notice must 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.
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(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will 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 will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12.Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor’s duties and obligations hereunder, it will 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, CONTRACTORS,
SUBCONTRACTORS, 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 will 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:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney’s Office at:
100 Fort Worth Trail
Fort Worth, TX 76102
To VENDOR:
Cooperative Personnel Services dba CPS HR
CONSULTING
Vicki Quintero Brashear, Client Services Director
2450 Del Paso Road, Suite 220
Sacramento, CA 95834
Facsimile: 916-471-3481
14.Solicitation of Employees. Neither City nor Vendor will, 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 will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
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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 does 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 will 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 will 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 will not in any way be
affected or impaired.
19.Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will 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; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, “Force Majeure Event”). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party’s performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20.Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will 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 will not be employed in the interpretation of this
Agreement or its Exhibits.
22.Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23.Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
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24.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 will 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.
25.Immigration Nationality Act. Vendor must 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 will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR’S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26.Ownership of Work Product. (Note: Please also see the CPS HR Test Rental Agreement
included herein as Exhibit C – 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.
27.Signature Authority. The person signing this Agreement hereby warrants that they have
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. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28.Change in Company Name or Ownership. Vendor must 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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resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29.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
2271 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” has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, 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 Agreement.
30.Prohibition on Boycotting Energy Companies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a
contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the contract contains
a written verification from the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the
Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Vendor’s signature provides written verification to City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
31.Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is
to be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm
trade association. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, Vendor certifies that Vendor’s signature provides written
verification to City that Vendor: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
against a firearm entity or firearm trade association during the term of this Agreement.
32.Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, “electronic signature” means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33.Entirety of Agreement. This Agreement 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.
(signature page follows)ACCEPTED AND AGREED:
CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER:
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By: ___________________________
Name: Jesica McEachern
Title: Assistant City Manager
Date: _______________
APPROVAL RECOMMENDED:
By: ______________________________
Name: Dianna Giordano
Title: Director of Human Resources
ATTEST:
By: ______________________________
Name: Jannette Goodall
Title: City Secretary
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
By: ______________________________
Name: Harold Cates
Title: Manager of Human Resources
APPROVED AS TO FORM AND LEGALITY:
By: ______________________________
Name: Jessika J. Williams
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C : 24-0709 (August 27, 2024)
Form 1295: 2024-1183358
VENDOR:
CPS HR CONSULTING
By:
Name: Vicki Quintero Brashear
Title: Client Services Director
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EXHIBIT A
SCOPE OF SERVICES
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o Responsibilities of the City of Fort Worth
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.
o The City of Fort Worth will be responsible for the following:
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 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;
Vendor will 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 Meet and Confer Labor Agreement, 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;
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The City will grade entrance examinations onsite. However, City reserves the option
to send examinations back to the Vendor for analysis and reporting;
The City will grade promotional examinations; and
The City will prepare and distribute eligibility lists/examination scores.
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EXHIBIT B
PAYMENT SCHEDULE
Fee Schedule
Job Analysis
Job Analysis (per rank)
Job Analysis Survey and Exam Linkage $4,500
Technical Report (optional) $2,900
Written Examinations
Written Exam Rental
Stock Tests Semi-Stock Tests Agency Tests Custom Tests
Base Fee (Per Order) $295.00 $595.00 $350.00 $1295.00
1-100 Candidates (per candidate) $10.00 $14.00 $11.00 $15.00
101-500 Candidates (per candidate) $9.50 $13.00 $10.50 $14.00
501+ Candidates (per candidate) $8.00 $12.00 $10.00 $13.00
New Item Writing/Entry N/A N/A N/A $40 per item
Pick Up/Handling 5% 5% 5% 5%
Standard Shipping/Handling 10% 10% 10% 10%
Expedited Shipping/Handling 15% 15% 15% 15%
Appeals Support $130/hour
Written Exam Rental – Online
Testing
Stock Tests Semi-
Stock
Tests
Agency Tests Custom
Tests
Administrative Set Up Fee (per
order) $95.00 $95.00 $95.00 $95.00
One Time Exam Set Up Fee** N/A $595.00 $350.00 $1,295.00
Per Candidate Fee $15.00 $15.00 $15.00 $15.00
Title Change (optional) $25.00 N/A N/A N/A
Additional Supplement (optional) $50.00 N/A N/A N/A
Written Exam Rental - Online Testing with Remote Proctor
Services
Administrative Set Up Fee (per order)* $185.00
City Secretary Contract No. _____________
Vendor Services Agreement Page 19 of 23
1 hour test (per candidate) $38.50
1 – 2 hour test (per candidate) $46.00
2 – 3 hour test (per candidate) $54.75
Over 3 hour test (per candidate) $63.50
*A one time set-up fee will be applied for the first online administration of a semi-stock, agency or custom test.
Written Exam Rental – Candidate Preparation Materials (Entry-Level Only)
Cost
(if City
Pays)
Cost
(if Candidate
Pays)
Preparation Manual – Per Candidate $3 $5
Practice Test – Per Candidate $8 $15
Assessment Centers
Deliverable (perrank)Fee
Job Analysis Included
Test Plan Creation, Kick-off Meeting, Project Management Included
Candidate Orientation Included
Development and Administration of Assessment Center (see below)
1 – 10 candidates: $17,500
11– 25 candidates: $26,900
26 – 50 candidates: $36,500
Customized Candidate Feedback Reports (optional) $150 per candidate
Recruitment of Assessors (optional) $2,800
Final Report (optional) $2,500
Fee Assumptions
The City will be responsible for obtaining facilities for any in-person meetings, candidate
orientation, and the administration of examination components.
Testing facilities and time of City’s personnel assisting in the development of the
promotional process will be the responsibility of City.
All meetings and candidate orientation will be conducted virtually. CPS HR will be on-site
for assessor training and assessment center administration.
Costing does not include the use of any audio/visual equipment.
Any additional services requested outside the scope of work will be billed at $150/hour.
CPS HR will provide up to four hours of consulting time responding to questions and inquiries
regarding the promotional process if they are challenged within six months of administration. If
the process islegally challenged and/or litigated at any time in a court of law (i.e., anywhere outside
of the City’s internal grievance processes), CPS HR will provide services on a separate contract
for additional fees for the portions of work conducted by CPS HR.
City Secretary Contract No. _____________
Vendor Services Agreement Page 20 of 23
EXHIBIT C
City Secretary Contract No. _____________
Vendor Services Agreement Page 21 of 23
City Secretary Contract No. _____________
Vendor Services Agreement Page 22 of 23
City Secretary Contract No. _____________
Vendor Services Agreement Page 23 of 23
City of Fort Worth,
Mayor and
Texas
Council Communication
DATE: 08/27/24 M&C FILE NUMBER: M&C 24-0709
LOG NAME: 13P RFP24-0164CIVIL SERV FIRE / POLICE ENT / PROMO TEST HR CB
SUBJECT
(ALL) Authorize Execution of Non-Exclusive Agreements with Cooperative Personnel Services and Morris and McDaniel, Inc. for Civil Service Fire
and Police Entry and Promotional Testing Services in a Combined Annual Amount Up to $275,000.00 for the First Year and Authorize Four One-
Year Renewal Options for the Same Annual Amount for the Human Resources Department
RECOMMENDATION:
It is recommended that the City Council authorize the execution of non-exclusive agreements with Cooperative Personnel Services and Morris
and McDaniel, Inc. for civil service fire and police entry and promotional testing services in a combined annual amount up to $275,000.00 for the
first year and authorize four one-year renewal options for the same combined annual amount for the Human Resources Department.
DISCUSSION:
The Human Resources Department approached the Purchasing Division to secure agreements for civil service fire and police entry and
promotional testing services. Staff issued a Request for Proposals (RFP) that consisted of a detailed scope of services. The RFP was advertised
in the Fort Worth Star-Telegram on March 20, 2024, March 27, 2024, April 3, 2024 and April 10, 2024. The City received three (3) responses.
An evaluation panel consisting of representatives from the Human Resources, Police, and Fire Departments reviewed and scored the submittals
using Best Value criteria. The individual scores were averaged for each of the criteria and the final scores are listed in the table below.
Vendor Evaluation Factors
a b c d e Total Score
Cooperative Personnel Services 21.25 20.63 8 17.5 20 87.38
Morris and McDaniel, Inc. 22.5 23.13 8.5 17.5 8.87 80.5
Industrial Organizational Solutions, Inc. 23.13 22.5 6.75 16.5 5.53 74.41
Best Value Criteria
a. General Experience
b. Qualifications and Experience with Texas Municipalities similar in size to the City of Fort Worth and general test writing experience
c. Approach to perform services
d. Ability to meet the City's needs and responsiveness to the City of Fort Worth
e. Cost
After evaluation, the panel concluded that Cooperative Personnel Services and Morris and McDaniel, Inc. present the best value for the City;
therefore, the panel recommends that Council authorize non-exclusive agreements with these finro vendors. No guarantee was made that a specific
amount of services would be purchased. Staff certifies that the recommended vendors' bids met specifications.
FUNDING: The combined maximum annual amount allowed under the agreements will be $275,000.00; however, the actual amount used will be
based on the needs of the department and the available budget. Funding is budgeted in the General & Operating Maintence category within the
General Fund for the Human Resources Department.
BUSINESS EQUITY: A waiver of the goal for Business Equity subcontracting requirement is approved by the DVIN-BE, in accordance with the
Business Equity Ordinance, because the purchase off goods or services is from sources that have negligible subcontracting or supplier
opportunities.
AGREEMENT TERMS: Upon City Council approval, the agreements will begin on October 1, 2024, and will end one year from that date.
RENEWAL OPTIONS: The agreements may be renewed for up to four (4) one-year renewal periods. This action does not require specific City
Council approval provided that City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by
relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of the recommendation, funds are available in the current operating budget, as previously
appropriated in the General Fund. Prior to an expenditure being incurred, the Human Resources Department has the responsibility to validate the
availability of funds.
Submitted for City Manager's Office b� Reginald Zeno 8517
Jesica McEachern 5804
Originating Business Unit Head: Reginald Zeno 8517
Dianna Giordano 7783
Additional Information Contact: Jo Ann Gunn 8525
Charles Benson 8063