HomeMy WebLinkAbout064273 - General - Contract - Behavioral Measures and Forensic Services Southest Inc.FORT WORTH@
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Behavioral Measures and Forensic Services Southwest Inc.
Subject of the Agreement: Polygraph services for police recruiting
M&C Approved by the Council?* Yes D No Ii
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes D No Ii
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes □ No Ii
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes D No Ii If only specific information is
Confidential, please list what information is Confidential and the page it is located
Effective Date: ACM Signature Expiration Date: 10/30/2026 --------------------If different from the approval date. If applicable.
Is a 1295 Form required? * Yes D No Ii
* If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: If applicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes ■ No D
Contracts need to be routed for CSO processing in the following order:
1.Katherine Cenicola (Approver)
2.Jannette S. Goodall (Signer)
3.Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.
. 64273 City Secretary Contract No. _____ _
FORT WORTH®
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH ("City'), a Texas home-rule municipal corporation, acting by
and through its duly authorized Assistant City Manager, and BERA VIORAL MEASURES &
FORENSIC SERVICES SOUTHWEST, INC. (' Vendor"), a Texas Domestic For-Profit Corporation,
acting by and through its duly authorized representative, each individually referred to as a "party" and
collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
l.This Professional Services Agreement;
2.Exhibit A-Scope of Services;
3.Exhibit 8 -Price Schedule; and
4.Exhibit C -Verification of Signature Authority Form.
Exhibits A, 8 and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, 8 or C and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
shall control.
1. Scope of Services. Vendor agrees to provide pre-employment polygraph services for
police recruiting ("Services"). Exhibit 'A," -Scope of Services more specifically describes the services to
be provided hereunder. Vendor will perform the Services in accordance with standards in the industry for
the same or similar services. In addition, Vendor will perform the Services in accordance with all applicable
federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and
Exhibit A, the terms and conditions of this Agreement control.
2.Term. The Initial Term of this Agreement wi II begin on the date signed by the Assistant
City Manager ("Effective Date") and will expire on October 30, 2026 ("Expiration Date') unless
tenninated earlier in accordance with this Agreement. City will 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 terms.
3.Compensation. City will pay Vendor in accordance with the provisions of this Agreement
and Exhibit "B," -Price Schedule, which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement during any individual term will not exceed One Hundred Thousand
dollars ($100,000.00) annually. Vendor shall not perform any additional services or bill for expenses
incurred for City not specified by this Agreement unless City requests and approves in writing the additional
costs for such services. City shall not be liable for any additional expenses of Vendor not s pecified by this
Agreement unless City first approves such expenses in writing.
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4.Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other patty with at least 30 days' written notice of termination.
4.2 Non-Appropriation of Funds. In the event no funds or insufficient funds are
appropriated by Fort Worth City Council in any fiscal period for any payments due hereunder, City
will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind
whatsoever, except as to the portions of the payments herein agreed upon for which funds have
been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
tenninated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to
the effective date of termination and Vendor shall continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
tennination of this Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor shall return all City provided information or data to City in a machine-readable fonnat or
other format deemed acceptable to City.
5.Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City ("City Information") as confidential
and shall not disclose any such information to a third-party without the prior written approval of
City.
5.3 Public lnfo1111ation Act. City is a government entity under the laws of the State of
Texas and as such all documents held or maintained by City may be subject to disclosure under the
Texas Public Information Act. In the event there is a request for information marked by Vendor as
Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit to the Texas Attorney General's Office 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 cou1t of competentjurisdiction.
5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete, or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from fu1ther unauthorized disclosure.
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6.Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after
final payment under this contract, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers, and records, including, but not limited to all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during
nonnal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. City shall give
Vendor reasonable advance notice of intended audits.
7.Independent Contractor. It is expressly understood and agreed that Vendor shall operate
as an independent contractor as to all rights and privileges and work performed under this Agreement and
not as agent, representative, or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations
and activities and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
shall not apply as between City and its officers, agents, servants and employees, and Vendor and Vendor's
officers, agents, employees, servants, vendors and subcontractors. Vendor further agrees that nothing
herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is
further understood that City shall in no way be considered a co-employer or a joint employer of Vendor or
any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers,
agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from
City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of
itself and any of its officers, agents, servants, employees, or subcontractors.
8.LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY -VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND 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 LA WSU/TS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITII THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE, OR INTENTIONAL MISCONDUCTS OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, CONTRACTORS,
SUBCONTRACTORS, OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION -VENDOR AGREES
TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR
ACTION AGAINST CITY FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT,
TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM
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CITY'S USE OF VENDOR'S SOFTWARE AND/OR DOCUMENTATION IN
ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS
AGREEMENT TO DEFEND, SETTLE OR PAY SHALL NOT APPLY IF CITY
MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG
AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR
ACTIONS AGAINST CITY PURSUANT TO THIS SECTION, VENDOR SHALL HA VE
THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND
ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE
OR COMPROMISE ANY SUCH CLAIM; HOWEVER, CITY SHALL HA VE THE RIGHT
TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS,
OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTERESTS, AND
CITY AGREES TO COO PERA TE WITH VENDOR IN DOING SO. IN THE EVENT
CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT
OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST
CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY SHALL
HA VE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR
ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND
TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, VENDOR SHALL FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH
CLAIM OR ACTION. CITY AGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE
OF ANY SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITY MAY
RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S
ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL NOT ELIMINATE
VENDOR'S DUTY TO INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE
SOFTWARE AND/OR DOCUMENTATION OR ANY PART THEREOF IS HELD TO
INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED, OR IF AS A
RESULT OF A SETTLEMENT OR COMPROMISE SUCH USE IS MATERIALLY
ADVERSELY RESTRICTED, VENDOR SHALL, AT ITS OWN EXPENSE: (A)
PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION; (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; (C) REPLACE THE SOFTWARE AND/OR
DOCUMENTATION WITH EQUALLY SUITABLE, COMPATIBLE, AND
FUNCTIONALLY EQUIV A LENT 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 AT LAW OR IN EQUITY.
9.Assignment and Subcontracting.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee shall execute a written agreement with City and Vendor by which the
assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor
and assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the
effective date of the assignment.
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9.2 Subcontract. JfCity grants consent to a subcontract, the sub vendor shall execute
a written agreement with Vendor referencing this Agreement by which the sub vendor shall agree
to be bound by the duties and obligations of Vendor under this Agreement, as such duties and
obligations may apply. Vendor shall pro vide City with a fully executed copy of any such
subcontract.
10.Insurance. Vendor shall provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any work pursuant to this Agreement:
10.1 Coverage and Limits
(a)Commercial General Liability:
$1,000,000 -
$2,000,000 -
Each Occurrence
Aggregate
(b)Automobile Liability:
$1,000,000 -Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned, hired and non-owned.
(c)Workers' Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
$100,000 -$ I 00,000 -
$500,000 -
Employers' liability
Bodily Injury by accident; each accident/occurrence
Bodily Injury by disease; each employee
Bodily Injury by disease; policy limit
(d)Professional Liability (Errors & Omissions):
$1,000,000 -
$1,000,000 -
Each Claim Limit
Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Reguirements
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(a)The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b)The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c)A minimum of thi11y (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. A minimum of ten (10) days' notice
shall be acceptable in the event of non-payment of premium. Notice shall be sent
to the Risk Manager, City of Fort Worth, I 00 Fort Wo11h Trail, Fo11 Worth, Texas
76102, with copies to the Fort Worth City Attorney at the address identified in
Section 13 below.
(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-Vil
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e)Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f)Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
I I. Compliance with Laws, Ordinances, Rules, and Regulations. Vendor agrees that in the
perfonnance of its obligations hereunder, it shall comply with all applicable federal, state, and local laws,
ordinances, rules, and regulations and that any work it produces in connection with this Agreement will
also comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. If City
notifies Vendor of any violation of such laws, ordinances, rules, or regulations, Vendor shall immediately
desist from, and correct, the violation.
12.Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors, and successors in interest, as part of the consideration herein exchanged, agrees that in the
perfonnance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORS, OR
SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO
INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13.Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (I) 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:
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To CITY:
City of Fort Worth
Attn: Assistant City Manager
I 00 Fort Worth Trail
Fort Worth, TX 76102
Facsimile: (817) 392-8654
With copy to Fort Wo1th City Attorney's Office at
same address
City Secretary Contract No. _____ _
To VENDOR:
Behavioral Measures & Forensic Services
Southwest, Inc.
Denise Crandall, Administrator
I 720 Regal Row, Suite 120
Dallas, TX 75235
Facsimile: 972-437-2180
14.Solicitation of Employees. Neither City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the other party. Notwithstanding the
foregoing, this provision shall not apply to an employee of either party who responds to a general
solicitation or adve1tisement of employment by either party.
15.Governmental Powers. It is understood and agreed that City does not waive or surrender
any of its governmental powers or immunities by execution of this Agreement.
16.No Waiver. The failure of City or Vendor to insist upon the performance of any tenn or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to asse1t any such right on any future
occasion.
17.Governing Law / Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Wo1th Division.
18.Severability. If any provision of this Agreement is held to be invalid, illegal, orunenforceable, the validity, legality, and enforceability of the remaining provisions shall 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; materials 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 State; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Pa1ty whose
perfonnance 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
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Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The form
of notice required by this section will be the same as Section 13.
20.Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of this Agreement.
21 . Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rule of contract construction to the effect that any
ambiguities are resolved against the drafting patiy shall not be employed in the interpretation of this
Agreement or exhibits.
22.Amendments / Modifications / Extensions. No amend ment, modification, or extension
of this Agreement shall be binding upon a patiy hereto unless set fo1ih in a written instrument executed by
an authorized representative of each party.
23.Entirety of Agreement. This Agreement, including its attached exhibits, contains the
entire understanding and agreement between City and Vendor, including any assigns and or successors in
interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is
hereby declared null and void to the extent in conflict with any provision of this Agreement.
24.Counterparts. This Agreement may be executed in one or more counterpatis, and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument.
25.Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor shall either (a) use commercially reasonable effo1is to re-perfonn the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26.Immigration and Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (1-9). Upon request by City, Vendor shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who perfonns work under this
Agreement. Vendor shall adhere to all federal and state laws and establish appropriate procedures and controls so that no services will be perfom1ed by any Vendor employee who is not legally eligible to perfonn such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR OR VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS,
OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
27.Ownership of Work Product. City 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, City
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
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(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, Vendor hereby expressly assigns to City all 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 futther consideration or instrument
of transfer, free from any claim, lien for balance due, or rights of retention thereto.
28.Signature Authority. Each 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.
29.Change in Company Name or Ownership. For the purpose of maintaining updated City
records, Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or an
address change. 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 suppotting legal documentation such as an updated W-9, documents filed with the state indicating such change, a copy of the board of directors'
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation may adversely impact future invoice payments.
30.No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 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: (I ) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The tenns "boycott Israel" and "company" shall have the meanings ascribed to those terms in Chapter 2271 of the Texas Government
Code. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing
this contract, Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract.
31.Prohibition on Boycotting Energy Companies. If Vendor has fewer than IO employees
or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a
contract for goods or services unless the contract contains a written verification from the company that it:
(I)does not boycott energy companies; and (2) will not boycott energy companies during the term of thecontract. 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 the
City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies
during the term of this Agreement.
32.Prohibition on Discrimination Against Firearm and Ammunition Industries. 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 Chapter 2274 of the Texas Government Code, the City is
prohibited from entering into a contract for goods or services unless the contract contains a written
verification from the company that it: (I) does not have a practice, pol icy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
tenn of the contract against a firearm entity or firea1m trade association. To the extent that Chapter 2274
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of the Government Code is applicable to this Agreement, by signing this Agreement Vendor certifies
that Vendor's signature provides written verification to the 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.
33.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, email, or facsimile transmission) of an original signature, or signatures electronically
inserted via software such as Adobe Sign.
(remainder of page i11tentio11ally left blank}
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH
By:
Name: William Johnson
Title: Assistant City Manager
Date: 11/07/2025
APPROVAL RECOMMENDED:
By: Ro�ov 6, 202514:47:06 CST)
Name: Robert A. Alldredge Jr.
Title: Executive Assistant Chief
ATTEST:
By:
Name: Jannette Goodall
Title: City Secretary
BEHAVIORAL MEASURES &
FORENSIC SERVICES SOUTHWEST,
INC.-�
�..fr-By:
Name: Eric J. Holden
Title: President/CEO
Professional Services Agreement
City Secretary Contract o. ____ _
CONTRACT COMPLIANCE MANAGER:
By signing 1 acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
By: K!:S��XX�10fta�e
Name: Kathryn Agee
Title: Senior Management Analyst
APPROVED AS TO FORM
AND LEGALITY:
By: r=�
Name: Jerris Mapes
Title: Sr. Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: Not Required
Date Approved: NIA
Form 1295 Certification No.: NIA
Page 11 of 14
EXHIBIT A
SCOPE OF SERVICES
Polygraph examinations are required according to City and Police Department civil service rules.
Administering a polygraph is a professional service. Polygraph examiners, also known as lie
detector examiners, are trained professionals who use a polygraph machine to measure and
record physiological indicators such as blood pressure, pulse, respiration, and skin conductivity
while the subject answers questions. The goal is to detect whether the subject is being truthful
or deceptive based on their physiological responses.
Polygraph examiners play a crucial role in various fields, including law enforcement They must
undergo extensive training and certification to ensure they understand both the technical
aspects of operating the polygraph machine and the psychological aspects of interrogation and
stress responses.
Their expertise in administering and interpreting polygraph tests aids in uncovering the truth in
various scenarios.
Behavioral Measures and Forensic Services Southwest, Inc., will administer polygraph
examinations as needed, by appointment, for the Fort Worth Police Department.
Vendor Services Agreement -Exhibit A Page 12 of 14
October 29, 2025
Kathy Agee
Procurement Manager
Fort Worth Police Department
Re: Pre-Employment Services for Specific Time Period
Dear Ms. Agee:
We are prepared to offer Fort Worth Police Department a group of pre-employment polygraphs
scheduled from December 15, 2025, to January 24, 2026.
It is our understanding that the police department needs immediate assistance with approximately
383 polygraph tests. Our rate per exam is $260.
We have agreed to provide 15 polygraph per day Monday – Saturday during this time period.
A schedule will be provided which will allow for some additional flexibility in timing. It is not
necessary for all appointment slots to be scheduled each day. We will invoice only for the exams
that are completed. We do not charge for people who do not show up for their appointment.
Please let me know if you need additional information about this proposal.
Sincerely,
Denise Crandall
On behalf of Eric J. Holden, President/CEO
Behavioral Measures
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
BEHAVIORAL MEASURES & FORENSIC SERVICES SOUTHWEST, INC.
1720 REGAL ROW, SUITE 120
DALLAS, TX 75235
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten ( 10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
I.Name: 1).�.5 -l,.. Cr,�t._Q)_...,-
�� �
2.Name:
Position:
Signature
3.Name:
Position:
Signature
Name: (i (L{£J· �duL-, YVlA ) l.-fv ���--Signature of President / CEO
Other Title: -------------
Vendor Services Agreement -Exhibit C Page 14 of 14