Loading...
HomeMy WebLinkAboutContract 62496City Secretary Contract No. 62496 FORTWORTH, *Ir 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 Morris and McDaniel, Inc. ("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 Exhibit "A," attached hereto and incorporated herein for all purposes. 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 will pay 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 be up to 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 M&C 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 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. OFFICIAL RECORD Vendor Services Agreement CITY SECRETARY Page 1 of 18 FT. WORTH, TX City Secretary Contract No. 4.3 Duties and Oblisations 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. 7. Indeuendent 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 Vendor Services Agreement Page 2 of 18 City Secretary Contract No. 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, SERVANTSAND EMPLOYEES, FROMAND AGAINSTANYAND ALL 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 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 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 Vendor Services Agreement Page 3 of 18 City Secretary Contract No. 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. Assignment and Subcontracting. 9.1 Assisnment. 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 Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. Vendor Services Agreement Page 4 of 18 City Secretary Contract No. 10.2 (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. 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. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. Vendor Services Agreement Page 5 of 18 City Secretary Contract No. (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 ReLFulations. 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 or (2) 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 same address To VENDOR: Morris and McDaniel, Inc Attn: David Morris, President 117 South Saint Asaph Street Alexandria, VA 22314 Facsimile: 601-208-7484 14. Solicitation of Emvlovees. 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. 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 Services Agreement Page 6 of 18 City Secretary Contract No. 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 Maieure. 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 parry 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. 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 Vendor Services Agreement Page 7 of 18 City Secretary Contract No. services. 25. Immigration Nationalitv 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. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will 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 will 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 will 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, Vendor hereby expressly assigns to City 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 City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 27. Signature Authoritv. 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 Companv 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 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 Bovcott 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 Vendor Services Agreement Page 8 of 18 City Secretary Contract No. the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Prohibition on Bovcotting Energv 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) Vendor Services Agreement Page 9 of 18 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: Y 1 1 ��I w — Name: Jesica McEachern Title: Assistant City Manager 12/20/2024 Date: APPROVAL RECOMMENDED: F&�� MAO � By: Dianna Giordano (Dec 19, 2024 09:01 CST) Name: Dianna Giordano Title: Director of Human Resources bp44RUnIl �pF Fonr �aa ATTEST: v�� 0 ° 0 A!'o 0 Pvo o=d pCa o°° °o i�� s oaaa°°°°°° a nEXnSapp By: Name: Jannette Goodall Title: City Secretary VENDOR: Morris and McDaniel, Inc bayl�( M MornI By: David M Morris (Dec 19.2024 09:01 CST) Name: David Morris Title: President CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Harcw caf&k Name: Harold Cates Title: Manager of Human Resources APPROVED AS TO FORM AND LEGALITY: By: 9.' c�J Name: Jessika J. Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 24-0709 (August 27, 2024) Form 1295: 2024-1182957 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 10 of 18 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES Vendor will provide Entry Level Single Role and Dual Role Firefighter Testing services and Promotional Single Role and Dual Role Firefighter Testing services. All testing services will be based on the professional guidelines for developing written examinations advocated by the American Psychological Association (APA), and in accordance with the federal Uniform Guidelines on Employee Selection Procedures (UGESP). Entrv-Level Single Role and Dual Role Firefighter Testing Services Entry-level examinations: for the position of Single Role and Dual Role Firefighter Trainee that will be used in the creation of eligibility lists of applicants for beginning positions in FWFD. Job -Task Analysis: The Vendor will agree to complete a properly structured, detailed Single Role and Dual Role Firefighter Trainee job/task analysis within sixty (60) calendar days after receiving notice from the City, with updates as deemed necessary. Candidate Study Guide: The Vendor will provide a study guide that, at the City's request, is made available for electronic issuance to candidates during the application process prior to the exam. The study guide will contain sample cognitive questions and sample non - cognitive questions, if applicable. Item Analysis and Adverse Impact Reports: The Vendor will compile an item analysis and other statistics for adverse impact and submit statistical reports for each exam and upon request. Single Role and Dual Role Firefighter Trainee Written Examination: The Vendor will provide criterion and content validated job -related examinations that comply with state and federal guidelines related to testing and employee selection procedures, to include but not limited to, the Human Rights Commission (HRC) of Texas, Equal Employment Opportunity Commission (EEOC), Americans with Disabilities Act (ADA) and U.S. Department of Justice (DOJ). Each examination will be designed to ensure nondiscrimination against any candidate because of race, color, religion, national origin, gender, sexual orientation, disability, or age. • Each examination will consist of questions relating to the duties of the classification of the position to be filled, and will be completed in a manner that complies with the applicable provisions of Chapter 143 of the Local Government Code and the respective applicable Collective Bargaining Agreement (CBA); • The Vendor will furnish a bound technical report, documenting the procedures used to establish the validity of the examination; • Exams will have multiple alternate forms; Vendor Services Agreement Page 11 of 18 City Secretary Contract No. • Examination will be printed and bound with copies delivered to the city in a sealed container in amounts determined by the City. The requested printed exam quantity is usually equal to the eligible number of applicants; • Examinations, examination administration instructions, and answer sheets will be delivered to a location determined by the City no later than ten (10) calendar days prior to each examination; • The Vendor will be responsible for grading the examinations no later than seven (7) calendar days after receipt of exam answer sheets from the City; • Additional testing/logistical options may be requested by the City; Promotional Single Role and Dual Role Firefighter Testing Services Single Role and Dual Role Firefighter Promotional Exams: FWFD written Promotional Examinations will be for the Dual Role Firefighter positions of Fire Engineer, Fire Lieutenant, Fire Captain, and Fire Battalion Chief. In addition, Single Role Firefighter written Promotional Examinations will be for the positions of Paramedic, EMS Supervisors, EMS Managers, EMS Administrative Officer, Telecommunications Supervisors, and Telecommunications Managers. The table below provides information regarding the approximate number of candidates who test for each rank and the anticipated frequency of exams: FWFD Rank Approx # Approx Exam Candidates Frequency Engineer 130 1 peryear Lieutenant 30 1 peryear Captain 30 1 peryear Battalion Chief 10 1 peryear • The Vendor will agree to complete a properly structured and detailed job analysis for the positions of Engineer, Lieutenant, Captain, Battalion Chief, Paramedic, EMS Supervisors, EMS Managers, EMS Administrative Officer, Telecommunications Supervisors, and Telecommunications Managers in FWFD within forty-five (45) calendar days after receiving notice from the City. Promotional Written Examination Development: Each examination will consist of questions relating to the duties of the classification of the position to be filled, and will be completed in a manner that complies with the applicable provisions of Chapter 143 of the Local Government Code and the respective applicable CBA; The City may select as many or as few source materials for the examination as they may so desire. A complete list of source materials for each examination, to include the author, title, edition, publisher and International Standard Book Number (ISBN) of each source, as well as the chapters or sections to be used and/or omitted will be provided by the City. Source materials may include, but will not be limited to fire publications, management and leadership texts, the CBA, and the City/Department rules, regulations, standard operating procedures, and civil service rules; Vendor Services Agreement Page 12 of 18 City Secretary Contract No. • The Vendor will develop an electronic draft version of the written examination for each rank within forty-five (45) calendar days after receiving notice from the City of the need for an examination for that rank; • The Vendor will preface each section of the examination with a set of written instructions, which identifies the source of the questions and advises the test taker to select answer choices based solely upon the text contained in that source; • The Vendor will use Microsoft Office Word to prepare an electronic draft of the candidate examination, and a key line examination for each rank with 100 multiple choice questions per examination. On the key line examination, the Vendor will preface each question with a citation of the source of the question, the page number where the answer can be found, and the correct answer; • The Vendor will provide an electronic draft copy of the Candidate Examination and a Key Line Examination to the Civil Service Director (Human Resources Director) or designee at least twenty-one (21) calendar days prior to the examination date. The examination drafts will be reviewed and corrections or suggestions may be made by the Director or designee before the preparation of the final examination by the Vendor; • The Vendor will deliver to the Civil Service Director or designee no later than seven (7) calendar days prior to the date of each examination one (1) electronic copy of each promotional examination, one (1) electronic key line copy of the examination and one (1) answer key; • At the City's request, the Vendor will print, assemble, and deliver to the Civil Service Director or designee no later than seven (7) calendar days prior to the date of each examination a requested number of promotional examination materials, and one (1) physical copy of the answer key at a cost listed in Exhibit B; • The Vendor will remove appealed questions (regardless of outcome) from future promotional exams. On a go -forward basis, the Vendor will provide identification of and advice on the reuse of exam questions that are not appealed. Civil Service Appeals Hearing Support: In the event that the validity of an examination question is appealed, the Vendor will provide a written response to the Civil Service Commission (CSC) defending the validity of the question. • The Vendor will prepare written defenses of all appealed questions within fourteen (14) calendar days of receipt. • The Vendor will prepare briefing materials that will include seven (8) binders/booklets containing the following: 1) a list of appealed questions, 2) the Vendor's written defenses, 3) the portion of study material containing the source from which the answer was taken and any pages in the study material referenced by the appellant, and 4) an item analysis for all exam questions. Item Analysis and Adverse Impact Reports: The Vendor will compile an item analysis and other statistics for adverse impact and submit statistical reports for each exam and upon request. The Vendor must submit a sample report with the proposal. Vendor Services Agreement Page 13 of 18 City Secretary Contract No. Creation of the Police Captains Assessment Center The Vendor will develop the assessment center based on the professional guidelines for assessment centers advocated by the American Psychological Association and in accordance with the federal Uniform Guidelines on Employee Selection Procedures (UGESP). The Vendor will work with the City to ensure that the assessment center exercises are developed in a manner that will result in the least amount of adverse impact possible. The Vendor will make all final decisions concerning the design and implementation of the assessment center. The Vendor will provide an initial Assessment Center Orientation in a video or PowerPoint presentation format to selected City employees. This presentation can include "mock" or sample versions of assessment modules. The Vendor Will also select the assessors who will meet the following criteria: • Hold a rank equivalent to that of Captain, or above; • Will not reside in the City of Fort Worth; • Will not be related within the second degree to any candidate for promotion; • Will not personally know any candidate for promotion; • Will have at least two (2) years of experience in the rank being assessed or an equivalent rank; and • Will not be a current or former employee of the City, Department or any other entity legally related to or controlled by the city of Fort Worth. The Vendor will utilize, as appropriate, the following types of exercises typically found in assessment centers: • In -Basket • Problem Solving/Analysis • Written and Oral Resumes/Structured Interview • Role -Playing • Memo/Report Writing • Oral Presentation/Plan Preparation • Staff Meeting Vendor Services Agreement Page 14 of 18 City Secretary Contract No. • Special Event/Operations. The Vendor may utilize other types of assessment exercises or methods if there is documented research on the validity of the exercise or method for use with assessing the rank of Captain, or equivalent rank. The Vendor will have responsibility or oversight of the following administrative functions: • Collect data on the essential job duties of the tested rank for test and exercise development. • Develop an assessment center based on the essential job functions of the tested rank, including the above -referenced exercises. • Document that selection devices are valid and reliable measurement instruments and that acceptable and legally defensible statistical methods were used. • Conduct any necessary transportability studies for use of standard assessment exercise or methods for use with the tested rank. • Provide any documentation or research supporting the validity of the exercises or methods used. • Provide an Administrator's manual to the HR department. • Provide guidance on the selection of assessors. • Conduct or provide a training manual for training assessors to objectively evaluate candidate performance or behavior and rate candidates on the appropriate rating scales. • Provide rating scales and criteria for evaluating candidates on the appropriate assessment dimensions and a methodology to combine assessment center scores to place candidates on a rating scale with 100 points. • Conduct or provide materials and information for an orientation to the assessment center process for candidates. • Provide guidance or conduct any other administrative function deemed necessary to ensure the fairness or efficiency of the assessment process. Administration of Initial Assessment Center The Vendor will administer the Assessment Center Process based on times, dates and locations as predetermined by the FIR and Police Department. The Vendor and the selected assessors will available in a timely manner to administer all exercises related to a given promotional exam. The Vendor will also: Vendor Services Agreement Page 15 of 18 City Secretary Contract No. o Conduct an initial Assessment Center Orientation in a video or PowerPoint presentation format to selected City employees. This presentation can include "mock" or sample versions of assessment modules. o Discuss event -specific, planned exercises, scenarios and modules only the HR and the Police Department staff assigned to administration of the Assessment Center process. o Meet with designated members of the Police Officers Association, along with the HR and Police Department staff assigned to administration of the Assessment Center, to review statistical test evaluations, outcomes and methodology, which will include the materials associated with assessor training and performance, and any candidate orientation materials. o Video all applicant participation in all assessment center testing modules. These videos should be provided to HR at the conclusion of all testing. o Provide the HR Department an overall summary report of all materials, methodologies, and exercises, and the individual module scores and final scores for all candidates involved in the respective assessment center process. o Document and prepare a comprehensive summary report with a final grade for each participant in an assessment center process. This report will be in such a format so that HR and assigned Police Department City staff can discuss the final results with the participant. o If necessary, an assessment center will be revised by Vendor or Consultant if the revision involves removing unnecessary exercises or adjusting rating scales. o Document that the selection devices used are valid and reasonable measurements with regard to the transportation study and the Federal Uniform Guidelines on Employee Selection Procedures (UGESP). o Provide any documentation and testimony to appear in court or before any regulatory authorities or bodies to provide any testimony as an expert witness in conjunction with any challenges, appeals, suits, grievances which might arise from providing the proposed services. • Defend and/or represent the City and testify on the City's behalf if any claims or allegations are made regarding the services provided including, but not limited to, the validity of test battery or evaluations methods or results. • Research and investigate to insure that all tests, procedures, results, and interpretations are valid, reliable, cross cultural, and legally defensible for the purposes used. • Document that the entire selection process is valid and meets all required criteria. Resuonsibilities of the Citv 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. The City of Fort Worth will be responsible for the following: Vendor Services Agreement Page 16 of 18 City Secretary Contract No. • 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 CBA, M&C, City/Departments rules and regulations, standard operating procedures, general orders, civil service rules, and other items that are unique to the City/Department; • The City will coordinate the site/rental of facilities in which to hold exams and appeals processes; • The City will provide the test administrator and administrative staff during written examinations and appeals processes; • The City will grade promotional examinations; and • The City will prepare and distribute eligibility lists/examination scores. Vendor Services Agreement Page 17 of 18 City Secretary Contract No. EXHIBIT B PAYMENT SCHEDULE RFP 24-0164 Civil Service Promotional and Entry Level Exams Best and Final Pricing Submission by Morris & McDaniel, Inc. Dual Role Firefighter Entrance (1 rank) Estimated Cost Initial cost per rank $42,000.00 Consecutive cost per rank $21 per candidate Promotional (4 ranks) Cost per rank $15,350.00 Single Role Firefighter Entrance (2 ranks) Estimated Cost Initial cost per rank $42,000.00 Consecutive cost per rank $21 per candidate Promotional (6 ranks) Cost per rank $15,350.00 PD Cantains Assessment Center Estimated Cost I $28,500.00 Promotional materials physical copies printed at an additional per booklet cost of $7.50 for the first 100 booklets, and $5.00 per booklet after that, per rank. Vendor Services Agreement Page 18 of 18 City of Fort Worth, Texas Mayor and 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 a Evaluation Factors Cooperative Personnel Services 21.25 20.63 8 Morris and McDaniel, Inc. 22.5 23.13 8.5 Industrial Organizational Solutions, Inc. 23.13 22.5 6.75 Best Value Criteria a. General Experience e Total Score 17.5 20 87.38 17.5 8.87 80.5 16.5 5.53 74.41 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 two 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 Citv Manaaer's Office bv: Reginald Zeno 8517 Jesica McEachern 5804 Oriainatina Business Unit Head: Reginald Zeno 8517 Dianna Giordano 7783 Additional Information Contact: Jo Ann Gunn 8525 Charles Benson 8063