HomeMy WebLinkAbout064642 - General - Contract - Behavioral Measures & Forensic Services Southwest, Inc.�
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Cit�r Secretaiy Con#ract No.
F�RT�Yo�TH�
PROFESSIONAL SERVICES AGREEMENT
64642
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH ("Ciry"}, a Texas home-rule municipal cocporatio�}, acting by
and through its duly authorized Assistant Ciry Manager, and BEHAViORAL MEASURES &
FORENSIC SERVICES SOUTHWEST, INC. ("Vendor"), a TeYas Domestic For-Protit Corporation,
acting by and through its duly authorized representative, each individually referred to as a"parry" and
collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. �f'his Professio�al Services Agreement;
2. Exhibit A— Scope of Services;
3, Exhibit B— Price Schedufe; and
4. Exhibit C— VerificaEion of 5ionature Authority Form.
Exhivits A, B, and C, which are attached hereto and incoiporated herein, are made a part of this Agreement
for all purposes. in the event of any conflict between the ter�i�s and conditions of Exhibits A, B, or C and
ihe terms and conditions set fo�rth in the body of this Agree��ent, the ter��ls and canditions of this Agreement
shall control.
l. 5eone of Services. Vendor agrees to provide pre-employme�►t polygraph setvices for
firetighter recruiting {"Seivices"). Exhibit A- Scope of Se�vices mo��e specifically desceibes the services to
be provided hereunder. Vendor �vill perform the Sesvices in accordance ��ith standards in the industty for
the same or similae services. in addition, Vendor �yill pe�•foE•m the Seivices in accordance ��vith all applicable
federal, state, and lacal laws, rules, and regulations. If there is any conflict between this Agreemer�t and
Exhibit A, the te��ms and canditions of this Agreement control.
2. Term. The Initial Term of this Agreement will begin on the date signed by the Assistant
City Manager ("Effective Date") and shall expire one (l) year from that date ("Expiration Date"), unless
terminated earlier in accordance with this Agreement. City will have the option, in its sole discretian, to
renew this Agreement tmdee the same terms and canditions, for up to four (�) 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 Agreemer�t during any individual term wiii not exceed one handred thousand
dollars ($100,Od0.00) annually. Vendor shall not perfarm any additional services or bill for expenses
incurred for City not specified by this A�reement unless City requests and approves in writing the additiona]
casts for such services. City s17a11 not be liable for any additional expenses of Vendor rrot s�ecified by this
Agreement unless City first approves such expenses in writing.
Professional 5ervices Agreement — Behavioral Meastires & Forensic Services Sout�wesk, Inc. Page I of l4
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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Ciry Secretaiy Conu•act No.
Tertnination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party r�rith at least 30 days ��rikken notice of termination.
4.2 No3�-At�proqriation of Funds. In the event no funds or insuf#icient funds are
appropriated by Fort Worth City Cou�7cil in any tiscal pe��iod for any payments due hereunder, City
will notify Vendor of such occurrence and this Agreement shall terminate on the iast day of the
fiscal pet'iod for �vhici� appropriations ��ere received without penalt)r or expense to City of any kind
whatsoever, except as to the portions of the payments herein agreed upan for which funds have
been appropE•iated.
4.3 Duties and Obli�ations of the Parties. Ij� the event tl�►at this Ag�•eement is
terminated prior to tl�e EYpi��atio�l Date, Ciry sk�all pay Vendor for services actually rendered up to
the effective date of termination and Vendor shall continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination af this Agreement for any reason, Vendor shail provide City with copies of all
completed or partially campleted clocuments prepared under this Agreement. In the e�enk Vendor
has received access to City Ir�formation or data as a requirement to perforn� services hereunder,
Vendor shail return all City providecf info��mation or data to City in a machine-readable fonnat or
other foirnat deem�d acceptable to CEty.
5. Disclosure of Conflicts and Confidential Information,
5.1 Disclosure of Conflicts. Vendor hereby �varrants to City that Vendor has made fufl
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Ageeement. �n the event that any conflicis of interesk arise after the Effecti�e Date of this
Agreeinent, Vendor hereUy agrees iinmediately to make full disclosure to City in writin�.
5.2 Confidential lnformation. Vendor, fo�- itself and its officei•s, agents and employees,
agrees that it s�all treat all infot•n3ation provided to it l�y City ("City [nfornlation") as conf�dential
and shall nat disclose a33y such information to a third-party without the prior written approva! of
City.
5.3 Public Information Act. City is a government entiry under the la�vs of the State of
Texas and as such all documents l�eld or maintained by Ciry �nay be subject to disclasure under the
Te�as Public information Act. Tn the event there is a request for information marked by Vendor as
Confidential or Pro�rietaiy, City shall promptly notify Vendor. It w�ill be the responsibility of
Vendor to submit to the Texas Attort�ey Genet�al's Office t�easons objecting ta disclosure. A
determination on whether sucl� eeasons are sufficieni will not be decided by City, but by the Office
of the Attorney Genera] of the State of Texas or by a court of campetent jurisdiction.
5.4 Unauthorized Access. Vendor shall store and maintain City I nformation in a secure
manner and shall not ailow unauthorized users to access, modify, defete, or otherwise corrupt City
Information in an}- wa}�. Vendo3� shall notify City immediately if the security or integriry of any
City information has been compromised or is believed to have been compromised, in ti�hich event
Vendor shall, in good faith, use all comme3�cially ��easonable effoirts to cooperate with City in
iclentifying wl�at information has been accessed by unauthoE-ized means and shall fully cooperate
with City to protect such City Infor�ziation from furtl�er unauthoE�ized disclosure.
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6. Ri�ht to Audit. Vendor agrees tl�at City shall, until the expiration of three {;) years after
final payment under this contract, or the final conclusion of any audit com�nenced during the said three
years, have access to and the right to exa�nine at t•easonable times any directly per[inent books, doeuments,
papers, and records, including, but not limited to all electronic records, of Vendar involving transactions
re[ating to this Agreement at no additional cost to City. Vendor ag�'ees that City shall have access during
normal workin� hours to all necessary Vendo�� facilities ar�d shall be provided adequa�e and appropriate
�vork space in order to conduct audits in cornpiiance with the �rovisions of this section. Ciry sl3atl give
Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall aperate
as an independent contractaE• as to all rights ai�d privileges and v��ork pec�formed under this Agreemer�t and
not as agent, representative, or employee of Ciry. SubJect to and in accordance �vith tk�e conditions and
provisions of this Agreen�ent, Vendor shall have the e�clusive right to conti•ol the details ot' its operations
and activities and shall be solely responsible for the acts and omissions of its officers, a�ents, servants,
employees, vendors, and subcantractors. Vendor acknowledges that the doctrine af 1•e,spondeat supe��io1•
shall not apply as between City and its otficers, agents, servants and employees, and Vendor and Vendor's
officers, agents, employees, se�vants, vendors and subeontractors. Vendor fu��ther agrees that nothing
herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is
fiirther understood thaE City shall in no way be cansidered a co-employer or a joi�t employer of Vendor o�•
any officers, agents, servants, employees or subcontractoes of Vendor. Neither Vendor, nor any officers,
agents, servants, employees or• subcontractors of Vendor shall be entitled to any employment be��efits 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 ofiicers, agents, servants, en�pioyees, or subcont�•actors.
LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY - VENDOR SHALL BE LIABLE AND �ESPONSl BLE FOR ANY
AND ALL PROPERTY LOSS, PRQPERTY DAMAGE, AND PERSONAL INJURY,
INCLUDING DEATH, TD 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, CON7'RACTORS, DR
SUBCONTRACTORS.
8.2 GENERAL INDEMNl'FICATION - YENDOR HEREBY COVENANTS AND
AGREES' TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS,AND EMPLOYEES, FROMANDAGAINSTANYANDALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESUL77NG LOST PROFITS) AND PERSONAL
INJURY, INCLUDING DEATH, TO ANYAND ALL PERS�NS, ARISING DUT OF OR IN
CONNECTION W1'7'H THIS AGREEMENT, TO THE EXTENT CAUSED 8Y THE
NEGLIGENT ACTS OR OM�SSIDNS, MALFEASANCE, OR tNTENTIDNAL
MISCONDUCTS OF VENDOR, IT.S 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
ACTIONAGAINST CITY FOR INFRINGEMENT OFANYPATENT, COPYRIGHT, TRADE
MARI�, TRADE SECRET, OR SIMILAR PROPERTYRIGHT ARISING FROM CITY'S USE
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OF VENDOR'S SOFTW,4REAND/OR DOCUMENTATIONINACCORDANCE WITH THIS
AGREEMENT, IT BEING UNDERST�OD THAT THIS AGREEMENT TO DEFEND,
SETTLE OR PAYSHALL NOTAPPLYTF C1'7'YMODIFIES DR MISUSES THE SOFTWARE
AND/OR DOCUMENTATION. SO �.4NGAS VENDOR BEARS THE COSTAND EXPENSE
OF PAYMENT FDR CLAIMS OR ACTIONS AGAIN.S'T CITY PURSUANT TO THIS
SECTION, VENDOR SNALL HAVE 7'HE RIGHT TO C4NDUCT THE DEFEN.SE OFANY
SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR
COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER,
CITY SHALL HAVE THE RIGHT TD FULLY PARTICIPATE IN ANY AND ALL SUCH
SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TD PROTECT CITY'S
INTERESTS, AND CITYAGREE� TO COOPERATE WITH YENDOR IN DOING SO. IN
THE EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RE5'PONSIBILITY FOR
PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTIDN BROUGHT
AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY
SHALL HAYE THE SOLE RIGHT TD CONDUCT THE DEFENSE OFANY SUCH CLA1'M
QR ACTIONAND AL�. NEGOTIA TIONS FOR ITS SETTLEMENT OR COMPROMISE AND
TD SETTLE OR C�MPROMISE ANY SUCH CLAIM; HOWEVER, VENDOR SHALL
FULLY PARTICIPATE AND COOPERATE WITH CITX IN DEFENSE OF SUCH CI AIM
OR ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY
SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITYMAY RECE�YE
RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION
OF PAYMENT OF COSTS OR EXPENSES' SHALL N07' ELIMINATE VENDOR'S DUTY
TO INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR
DOCUMENTATIQN OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE
THEREOF IS ENJOINED OR RESTRAINED, OR IF AS A RE5'ULT OF A SETTLEMENT
OR COMPROMISE SUCH USE IS MATERIALLYADVERSELYRESTRI'CTED, VENDOR
SHALL, AT ITS OWN EXPENSE: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE
TO USE THE SOFTWARE AND/OR DOCUMENTATION; {BJ MODIFY THE SOFTWARE
AND/OR DOCUMENTA TION TO MAKE IT NON INFRINGING, PROVIDED THAT SUCH
MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT
CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION; (C)
REPLACE THE S'OFTWARE AND/OR DOCUMENTA TION WITH EQUALLY 5'UITABLE,
COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON-INFRINGING SOFTWARE
AND/OR DOCUMENTATIONAT NO ADDITIONAL CHARGE TO CITY; OR (D) IF NONE
OF THE FOREGOING ALTERNATIVE,S IS REASONABLY AYAILASLE TO VENDOR
TERMINATE THISAGREEMENT, AND REFUNDALL AMOUNTS PAID TD VENDOR BY
CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY A.ND ALL
REMEDIESAVAILABLE TO CITYATLAW OR INEQUITY.
AssiLnment and Subcontractin�.
9.1 Assi�nment. Vendor shall not assign or subcon€ract any af its duEies, obligations
or rights undee this Agreement wiihaut the p�•ior written consent of City. rf Ciry 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 jo�ntly liable for all obligations of Vendor under this Agreement prior to the
effective date of the assignment.
9.2 Subcontract. lf City grants cor�sent ta a subcontract, the sub vendor shal! execute
a written agreeme�t with Vendor referencing t�1is Agreen�ent by whict� tl�e sub vendor shall agree
Professional Ser��ices Agreemenc — Behavioral Measures & Forensic Services Southwest, Tnc. Page 4 af l�{
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City Secretary Contract No.
to be bound by the duties and abligations of Vendor under this A�reement, as such duties and
obligations nzay apply. Vendor shall provide City with a fully executed copy af any such
subcontract.
10. Insurance. Vendor shall provide City ��ith [ertificate(s) of insurance documenting
policies of the follo��ing types and minintu��i coverage limits that are to be in effect p�-ior to commencement
of any work pursuant to this Agreement:
1 p.l Cavera�e and Limits
(a)
(b}
Commercial General Liability:
$1,000,000 - Each OccuE•re��ce
$2,000,000 - Aggr�gate
Automobiie Liability:
${,000,000 - Each occurrence on a comhined sing{e fimit basis
Coverage shall be on any vehic{e used by Vendor, its e�nployees, 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 Wprkers' Compensation Act or any other
state woricees' con3pensation laws where the wo�•k is �eing perform�d
Empioyees' Liability
$160,000 - Bodily Inlury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily lnjuty by disease; �olicy limit
{d) Professional Liability (Errors & Omissions):
$1,000,00�- Each Claim Limit
$i,000,OQ0 - Aggregate Li��lit
Professional Liability coverage may be provided through an endarsement to tkle
Commercial General Liability {CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requireinents.
Co�erage shall be clai�ns-made, and maintained fo�- the duratia�� of the contractual
agreement and for two (2) years #ollowing completian of services provided. An
annual certificate of insurance shail be submitted to City to evidence coverage.
] 0.2 General Reauirements
(a) The commercial general liability and automobile liability palicies shall
name City as an additional insured thereon, as its interests may appear. The ter»�
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City SecE�etaty Contraci No.
Ciry shall include its e�nplayees, officers, officials, agents, and volunteers in
��espect to ti�e contracted services.
(b) The workers' coEnpensation policy shall include a Waiver of Subrogacion
(Right af Recovery} in favor of City.
(c) A niinims�m of thirty (30) days' notice of canceflation or reduction in
li�lits of coverage shali be provided to City. A minimum of ten {10) days' notice
shall be acceptable in the event of non-payment of prerrEiurn. Notice shall be sent
to the Risk Mana�er, City of Fort Worth, ] 00 Fort Worth Trail. For� Worth, Texas
76102, «rith copies to the Foet Worth City Attorney at the adciress identified in
Section f 3 below.
(d) The insurers for a1l policies must be licensed and/or approved to do
business in the 5cate of Texas. All insurers must have a minimuin 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 requi�•ed, written approvai of' Risk Management is required.
(e) Any failure on the paet oi City to request required insurance
documentation shall not constitute a waiver of the insurance reqtiirement.
(f) Certificates of insurance evidencing thaE Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any �vork
pursuant to this Agreement.
3 1. Comnliance with Laws. Ordinances. Rules, and Regulations. Vendor agrees that i�j the
performance of its obliaations hereunder, it shall co�nply with all applicable federal, state, and local laws,
o��dinances, rules, and reguiations and that any work it produces in connection with this Agreeinent will
also comply with all app[icable federal, state, and local laws, ordi�a«ces, rules, and regulations. If City
notifies Vendor of any v�olation of such laws, ordinances, rules, or regulatio�s, Vendor shall imenediately
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 exc�anged, agrees that in the
performance of Vendar'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 TH1S NON-DTSCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATNES, AS5IGN5, SUBVENDORS, OR
SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO
iNDEMNIFY AND DEFEND CITY AND NOLD CITY HARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) I�and-delivered to the other part}-, its agents,
employees, servants, or �-epresentatives, or (2) received by tk�e other party by United States Mail, registered,
�-eturn recei�t rec�uested, addressed as follows:
Professiona{ Servi�es Agreement— $ehaviora! Measures & Forensic Services Southwest, Inc. Page b of l4
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City Secretary Contract No.
To CITY:
City of Fort Worth
Attn: Assistant City ManageE�
100 Fort Worth T'rail
Fort WoE�th, TX 76102
With copy to Fort Worth Ciry Attorney's Office at
same address
To VENDOR:
Behavioral Measures & Forensic Se�vices
Southwest, Inc.
Denise CE-andall, Administrator
1720 Regal Raw, Suite i 20
Dallas, TX 75235
dcrandall(a�,bmm uolv���aph.com
dcrandal l rct)bel�avioral measures.com.
i4. Solicitatio� af Emalovees. Neither Ciry nor Vendor shall, during the tenn of this
Agreement and additiona3ly for a period of one year after its termination, soiicit for employment c�r employ,
��hether as employee or independent contractor, any pe�•son n�ho is or has been employed by the otl3er
during the term of khis Agreement, without the p�•io�• �vritten consent af the other party. Not�vithstareding the
foregoing, this pro�ision shall not apply to an employee af either party who respot�ds to a general
solicitation or advertisement of employment by either party.
15. Governmental Powers. It is undeestnod and agreed that City does not �vaive ar surrendeE•
any of its governmental powers or immunities by eY�cution af this Agreement.
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 geanted herein sllall not canstitute a waiver of City's or
VencEor's respective right to insist upon appropriate performance ar to assei-t any such �-ight on any future
occasion.
l7. Go�ernin� Law / Venue. This Agreement shafl be const��ued in accordance with the laws
of the 5tate of Texas. [f any action, �vhether real or assec-ted, at law or in equity, is brought pursuant to this
Agreement, v�nue for such action shall ]ie in state courts located �n Tat•rant County, Texas or the United
States District Caurt for the Northern District of Texas, Fort Worth Division.
18. Severabilitv. If any p►•ovision of this Agreement is held to be invalid, illegal, or
unenforceable, the validity, legafiry, ar�d enfarceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Maieare. City and Vendor wii{ exercise their vest efforts to meet their respective
duties and obligatiorss as set forth in khis Agreement, but wilf not b� held liable for any delay or omission
in perforinar�ce due to force majetu•e or other causes beyond their reasonable control, including, but not
limi4ed to, compliance with any government law, ordinance, or regulatian; acts of God; acts of the p��blic
enei�iy; fires; strikes; lockouts� natural disasters; ��a��s; riots; epiden�ics ar �andemics; government action
or inaction; orders of government; materials or labor rest�•ictions L�y any governmental authority;
transportation problems; restraints or prol3ibitions by any court, baard, depart•tment, comm�ssion, or agency
of the United States or of any State; civil disturbances; other national or regional eme��gencies; or any other
similar cause not enumerated herein but «hEch is beyond the eeasonable control of the Party v�rhose
pe�•formance is affected (collectively, `F'orce Majeure EvenY'). The performance of any such obligation is
st�spended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Aarty provides notice of the Force Majeuee Event, and an explanation as to how it prevents or
hiE�ders the Party's perfoemance, as soon as reasonably possible after the occurrence of the Force Majeure
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Event, with the reasanableness of sueh notice to be determir�ed by the City in its sole disct•etion. TEze form
of notice required by tl�is section «rill Ue the same as 5ection 13.
2Q. Headinss not Controllin�. Headings and titles used ir� this Agreement are for �•eference
purposes only, shall not he dee3ned a part of this Agreement, and are not in[ended ta def7ne or limit the
scope of any provision of this Agreeszlent.
21. Re�iew of Counsel. The parties ac�Cno�vledge that each party and its counsei have
reviewed and revised this Agreement and that the normal rule ofcontract construction ta the effect that any
ambiguities are resol�ed against the deafting parry shall nat !�e e�nployed in the interpretation of this
A�reement or exk�ibits.
2Z. Amendtnents / Mudifications / Extensio�s. No amendment, modifcation, or extension
of this Agreement shall be binding upon a party hereto unless set forth in a�vritten instrument executed by
an authorized representative of each party.
23. �ntiretv of A�reement. This Ags•eement, including its attached exhibits, contains the
entire understanding and agreement betweer� City and Vendor, including any assigns and ar successors in
interest, as to Ehe matters contained herein. Any prior or contem�oraneous oral or written agreement is
hereby declared nUll and void to the extent in conflict ��s�ith any provision of this Agreement.
24. Counteruarts. This Agreement may be executed in ane or more counterparts, and each
counteepart shall, for all purposes, be deemed an original, but all such counterpaj-ts shall together constitute
one and the sar�ie instrument.
25. Warrantv of Services. Vendor warrants that its services wili k�e of a h�gl� quality and
conform to genera!!y prevailing industry standards. Ciry must give w��i[ten notice of any beeach of this
warranty within tl�irry (30) ciays from the date that tl�e services are completed. In such event, at Vendor's
option, Vendor shall eithe�� (a) use commeecia!!y reasonable efforts to re-perforin the services in a manner
that co�forms with the warranry, or {b) refimd the fees paid by City to Vendor for the nonconforming
services.
26. Immieration and Nationalitv Act. Vendor shall verify the identiry and employment
eligibiliry of its employees who perform work under this AgreeEnent, including com�leting the Employment
E�igibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9
foims and supporting eligibility documentation for each employee wf�o performs woek under� this
Agreement. Vendor shall adi�ere to all federal and state la�vs and establish appropriate peocedures and
eontrols sa that no services will 6e perforrried hy any Vendor employee who is not legally efigible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FR�M 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 te�•minate this
Agreement for violatians of this provision by Ven�ior.
27. Ownershin of Work Product. City shall be the snle and exclusive owner of all reports,
work papers, procedures, guides, and dacumentation created, publ�shed, displayed, and/or produced in
canjunction with the se�•vices provided under this Agreement {collectiveky, "Work Product"). Further, City
shall be the sole and exclusive owner of all copyright, patent, trademark, t��ade seeret, and other proprie[ary
rights in and to the Work Peaduct. Ownership of the Wos'�: Product shall inuee to the benefit of Ciry from
the date of conceptioe�, creation, or fi�ation of the Work Product in a tangi�le medium af expression
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{whichever occurs f7rst). Each copyrightabie aspeCt ofthe Work Product s11a11 be considered a"work-made-
far-hire" within the meaning of the Capyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not consi�kered a"work-made-for-hire" �vithin the meaning of the Copyright
Act of 1976, as amended, Vendor hereby exp��essly 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, t�•ademark, trade secret, and all
other proprietary rights therein, that C�ty may have or obtain, witl�out further cons�dei�ation oi� inst����n�ent
of transfer, free from any claim, lien fa�- balance due, oe rights of retention ihereto.
28. Si�nature Authorit'v. Each person signing this Agreenient hereby �varc•ants that they have
the legal authority to execute this Agc-eement on behalf of the respective party and that such binding
authoE•iry has been granted by p��oper order, resolution, ordinance, or other authorization oftkle entiry. This
Agreement, and any amendment hereta, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on tl�ese warranties and representations in entering into this Agr�ement ar any
amendment hereto.
29. Chan�e in Comnan� Name or Ownership. For the pu�-pose of maintaining updated City
records, Vendor shail notify City's Purchasing Manage€-, in ��riting, of a company name, o��nership, or an
address change. The president of Vendor or authorized offciai, must sign the letter. A letter indicating
changes in a company narne or awnership must be accompanied with supporting legal docuinentation such
as an updated W-9, documents filed with the state indicating sueh change, a copy of the board af directors'
resolution approving the action, or an executed merger or acquisition agreement. Failuee to provide the
specified dacumentation may adversely impact futtn•e invoice payments.
30. No Bovcott of IsraeL If Vendor has ferver than 10 employees or this Agreeroent is for
less than $lOd,000, this section does not apply. Vendor acknowledges tliat in aceorcfance with Chapter
2271 of the Texas Governnlent Code, the City is prohibited fi�om entering into a contract ��ith a company
far goods or services unless the contract contains a���ritten verification fi•am the company that it: (1) does
not baycott Israel; and {2) will not voycokt israel during the term of the contract. The terins `boycoti Tsrael"
and "company" shall have the meanings ascribed ta tliose terrns in Chapter ?271 of the Texas Government
Code. To the extent that Chapter 2271 af the Governrnent Code is applicable to tl�is Agreement, by signing
this contract, Vendor certifies that Vendor's signature pravides wrstten verification to the City that
Vendor: (1) c3oes not boycott Israel; and (2) will nat boy�cott Israel during the term of the contract.
31. Prohibition on Bovcottin� Ener�v Comnanies. If Vendor has fewer tl�an 1p employees
or this Agreement is for less than $100,000, this section dpes r�ot apply. Vendor ackE�owledges that in
accordance ��ith Chapter 2276 of the TeYas Goverrnnent Code, the City is prohibited fro�� entering into a
contract for goods ot� services unless the contract contains a written verification fram the company that it:
(1} does not boycott energy companies; and (2} �viff not boycott energy companies during the term of the
contract. To tEre extent that Chaptec� 2276 of the Gavernment Code is appiicable to this Agreement by
signing this Agreement, Ves►dor certiries that Vendor's signatare provides ��vritten veri�cation to the
City t}�at Vendor: (1} does not boycott energy companies; and (2) will not boycott energy cam�anies
during the �erm of this Agreement.
32. Prohibition on Discrimination A�ainst Firearm and Ammunition Industr►es. If
Vendar has fewer than 10 employees or this Agreement is for less than �104,000, this section does not
apply. Vendor ack�lowledges 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 cor�tract contains a written
verificatian from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a�rearm entity or f rearm tE•ade association; a��d {2) wili not discrirr�inate durin� the
term af tl�e contract against a firearm entity or iire�rm trade association. To the extent that Chapter 2274
Professional Services Agreement — Behavioral Measures & Forensic Setvices Southwest, Inc. Page 9 of 14
�
0
Ciry SecE•etary Contract No.
af the Governrnent Code is applieaUle to this Agreel�ient, by signing this Agreement Vendor certifies
that Vendor's signature pro��ides written veriiication to the Cit�r that Vendor: (1) does not have a
practice, policy, guidance, or directive that discriminates againsk a f�rearm entity ar firearrn trade
association; and (2} wsl� not discriminate against a firearm entity or firear�n trade association dnring
the tertn of khis A�reement.
33. Electronic Si�natures. This Agreement may be executed by electeonic signature, «hich
wi11 be considered as an original signature for all �urposes and have tlte same force and effect as an original
signature. For these purpases, "elecU�onic signatute" means efectronically scanned and transmitted �ersions
(e.g. via pdf iile, email, or facsi�nife transmission) of an origina] signature, or sig�tiatures electronically
insec�ted via software such as Adobe Sign.
(rerrrrrif�rler oj`�prrge inteirtionnll�� left blank)
{signature page follows)
Professionaf Ser�ices Agreement— Behavioral Measu�'es & Forensic Ser�ices Sottthwest, Inc. Page 10 of l�i
0
Ciry Sea•etary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH
�� �
By: �
Name: William Jot�nson
Title: Assistant City Manager
Date: O1/23/2026
APPROVAL REC�MMENDED:
CONTRACT COMPLiANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and
administrakion of this contract, includin�
ensuring all performance and repoc-ting
requirements.
By:
Name: Brenda Ra��
Title: Fire/EMS Purchasing Manager
����� y5��
By:
Name: Raymond Hill
Tit1e: Interim Fire Ch�ef
ATTEST:
4� pOR>nnop
Aoa �oda
✓��� �8 9aP
� pl.e .1
AVo °=d
Opp�Fg�°#<
C(,� �°°n nezw5d4
By:
�
Name: Jannette S. Goodall
Title: City Secretary
APPROVED AS TO FORM
AND LEG,4LiTY:
�;�/���
B : �`�
Y
Natne: Taylor Paris
Title: 5r. Assistant City Attorney
CONTRACT AUTHORIZATiON:
M&C: Not Required
DaEe A�proved: NIA
Form 1295 Certification No.: N/A
BEHAVIORAL MEASURES &
FORENSIC SERVICES SOUTHWEST,
INC.
B / ` � � �.�����
Y• . �
Name: Eric J. Holden
Title: PresidentlCEO
OFFICIAL RECORD
CITY SEGRETARY
FT. WORTH, TX
Professianal 5ervices Ag�-eemeni — Behavioral Measw�es & Forensic 5ervices So�ithwest, Inc. Page 11 of 14
EXHISIT A
SCOPE OF SERVICES
Vendor, Behavioral Measures & Foeensic Services Southwest, Inc., shall provide p��ofessional polygraph
examination services io the Fort Worth Fire Department in accordance �uith City and Fire Department civil
seivice rules. These services are required as part of the firefighter hieing process to assess candidates'
truthfulness based on physiologicai responses, including measureinents of blood p�•essure, pulse,
respiration, and skin conductivity during responses to structured questions.
Vendor agrees to:
• Administer polygraph examinations on an as-needed basis, by appointment, at a mutually agreed
location;
• Utilize certified �olygra}�h examine��s and specialized equipir�ent ta conduct examinations, inteepeet
physiological data, and prepare 4�ritten reports summarizing the results, including assessments af
G�uthfulness and any relevant obse�vations;
• Ensure all examinatEons are canducted in co�npliance �vith applicable laws, regulaCions, and
professional standards, incluciing those established t�y the American Qolygraph Association (APA)
as appropriate;
• Pro�ide clear explanations af exan�ination procedu�•es to subjects and coo��dinate scheduling ��ith
Fire Department staff;
• Maintain confidentiality of all examir�ation results and related inforir�ation, subject to legal
requirements; and
• Deliver reports or �vritten results to the C�ty of Foc�t Woe-th Fire Departmen# within 5 6usiness days
following each examination.
Vendor personnel who conduct exams must possess the followi�g minimwn qualifications:
• A back�round in criminal justice, psychoiogy, or a related fielci;
• Completion of a specialized polygraph t�aining p�•ogram acceedited by the APA or an equivalent
recognized orga�ization; and
• Current professional certification fram an authorized governing body, such as the APA.
Vendor sha!! ensure that all exa►Tliners maintain their certifications a�d undergo any required continuing
education during the term of this Agreement,
Vendor agrees to ensure that services aee performed in a professional, timely, and ethical manner to support
the Fire Department's recruitment and hiring ol�jectives, ensuring integriry, safety, and pubE�c trust. Vendor
shal] cooperate with the City to resolve any issues related to service delivery promptly.
Professional 5ervices Agreement— Exl�ibit A Page 12 of 1=�
_-
EXHIBIT B
PR�CE SCHEDULE
.-.
BEHAVIORAL MEA.SURES &
FORENSIC S�RVICES SOU`1'HWEST, INC.
i�2o �t�.c�i. R�3v��, Si;i�rr, i2c�� I�ALLAS. 'Cr:x�s ?�,s35
.ianuazy 15, 2026
Kimber Allen
Sr. Contraet CompEiance Specialist
For€ Worth Fire Departme�zt
Re: Pre-Employment Services for Fort Worth Fire Department
Dear Ms. Alle��
We are prepared to offer Foet Warth Fire department a group of pre-einployment polygraphs
be�innin� immediately.
lt is currently our �anderstancling that the i�ire department has a training course beginning the fi�-st
week of Vtarch and needs a grotip of polygraphs f'ram ti�e iniddle to end of February prior to thai
trainin� course he�innin�; as well as additional palygraphs throughout the followin� year. Our
rate per exam is $260.
We will provide a schedule durin� that initial period, or you may 1�ave applicants call us directly
#o schedule. We do not charge for people who do not show up £or their examinations and we will
invoice on a regular basis based on the number of tests bein� scheduled — generally monthly
unless there are a large concentratian of tests.
Please let me kno�v if you need additional information about this proposal.
5incerely,
r ���
Denise Cra�idall
On behalf of Eric 1. Holden, President/CE0
Beha��ioeat Measures
f:Kic J. Hoi.uvN, ?�T.A., T,.I'.t:.
PHY�II/FA 1' I �.�.�)
PHON l;: (y / LI �.;�'hS97
F,vc: f9Pa1=i37-21So
x r i u t.ur.+ (� u r�tn vi o wuhu:,ts u xts.c n M
Professiona! Services Agreement—Exhibit B Page 13 of 14
0
EXHIBIT C
0
VERIFICATION OF SIGNATURE AUTHORITY
BEHAVIORAL MEASURES & FORENSIC SERVICES SOIITHWEST, INC.
172D REGAL ROW, SUITE 120
DALLAS, TX 75235
Execution of this Signature Verif�cation Form ("For�n") hereby ce�tifies that the fallowing
individuals andlor �aositions have the authority to legally bind Vendoe and to execute any agreement,
amendment ar change order on behalf of Vendor. Suc� binding authority I�as been granted by proper o��der,
resolution, ordinance or otl�er authoc�ization of Vendor. City is fully entitled to reiy on the warranty and
rep��esentation set forth in this Form in entering into any agreem�nt or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatoiy
authority. City is entitled to rely on any current executed Form until it receives a revised Forn� that has been
properly executed by Vendor.
Name: �Q,�,�
Position: (�yj.,/� d.�1
.. �[ `�
�'^� "� ` _
Si�nature
Name:
Position:
5 i gnatu re
Name:
Position:
Signature
Name: -� '—
�.� ��/
5�griafure of President 1 �EO
Other Tit1e: r /`--� � �
Date: � ( �P I o�-O�`—�Y !
�
P�•ofessional Services Agreement — Exhibit C Aage l4 of l4
FORT WORTH:��
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
[nstructions: Fil1 out the entire form with detailed information. Once you have completed this fonn,
pravide it to the Purchasing attorney for review. The attorney will re�iew the information you have
provided to determine whether an exemptian to Chapter 252's biding requirements is defensible.
If you are printing this fornn to pravide to Legal, please do not provide the Primer portion. Failure
to provide sufficient informat�on may i-esult in foliow up questions and cause a delay in the
attorney's dete��minatian.
Requesting Departm�nt:
Name of Contract Manager:
Department's A�torney:
Itern or Service saught:
Goods:
Service:
Anticipated Amount:
Vendor:
Behaviar Measures a�d Forensic Services
Current/Priar Agreement far item/service: Yes ❑ Na ❑X
CSC or l'urchase Order #:
Amount:
Prajected M&C Date:
Click or tap here to enter #ext.
Click or tap here to enter text.
[NIA]
How will this itern or service be used? [Fire Department has a need of polygraph examinations
to be done as qui�kly as possible based on the number of of applications recei�ed after the EM5
transition. Polygraph examinations are required accorciing to City and Fire Deparment civil services
rules.
Has you�- depart�nent started a requisition or otherwise contacted the Purchasing Di�ision related
to obtaining this good/ser�ice? Yes ❑ Na X❑
Section l: General Information
FIRE DEAT
BRENDA RAY
TAYLOR PARIS
Polygraph Examination
❑
0
] 00,000.00
Page 1 of 7
�
�
If yes, please pro�ide requisi#ion number or brief explanation of contact with
Purchasing Division: [NIA]
Sectian 2: Claimed Exennntion and Justiiication (Other than sole source),
NOT� -�'or a claimed sole-source exemption, o�ly complete Section 3.
Please indicate the non-sole-source exemption you believe applies to the purchase and prov�de
�r�formation to support its applicability. Please refer to the Exemption Primer for detailed
inforrr�ation about common exemptions:
❑ A procureinent necessa�•y to preserve or protect the public health or safety of the City
of Fort Worth's residents;
❑ A procurement necessary because of unfareseen damage to public machinery,
equipment, or other property;
X❑ A procurement for personal, professional, or planning se�'vices;
❑ A procurement for work that is performed and �aaid for by the day as the work
progresses;
❑ A purchase of la��ti or a right-of-way;
❑ Paving drainage, street widening, and other public improvements, ar related matters, if
at least one-third of the eost is to be paid by or through special assessments levied an
property that will benefit from the improveinents;
❑ A public improvement project, already in progress, author�zed by the voters of the
m��nic�pality, for which there is a deficiency of �unds for compketing the project in
accordance with the plans aitd pu�•poses autho�-ized by the voters;
❑ A payment under a contract by which a developer pa�-ticipates in the construction of a
public impravement as provided by Subchapter C, Chapter 212;
❑ Persona! property sold:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
• by a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
+ u��der an interlocal contract for cooperative purchasing administered by a
regiona] planning commission esaabEished under Chapter 391;
❑ Services perforined by blind or severely disabled persons;
Page 2 of 7
�
❑ Goods purchased by a municipality foe subsequent retail sale by the municipality;
❑ Electricity; or
❑ Adveriising, other than iegal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. Yau may also attach documentation to this form. The Fire Departinent Recruiting Unit
has an urgent need for polygraph examinations to be conducted as expeditiously as possible due
io the volume of applications received for �refghter positions. lt is anticipated that
approximately o�er 450 poiygraph examinations will be required. Polygraph examinations are
mandated in accordance with Ci�y and Fire Departmen# civil service rules as part of the
firefghter hiring process. The administratian of polygraph examinations constitutes a
professional service. Polygraph examiners are trained and certifted professionals who utilize
specialized polygraph equipment ta meastu-e and record �hysiological indicators sucl� as blood
pressure, pulse, respiratian, and skin conductivity while subjects respond to a struct��red set of
qu�stions. The pu►pose of the examination is to assess the subject's truthf'ulness based on
physiological responses. Polygraph examiners play a critica! role in the public safety hiring
process, particularly within fire and emergency ser�ices. These professionals must undergo
extensive training and certification to ensure campetency i� both the technical operation of
polygraph equipment and the psycholo�ical principles assaciated with interview techniques,
stress responses, and data ie�terpretation. Their expertise is esseniial in supporting the Fire
Departrrlent's efforts to maintain integrity, saf�ty, and public trust. To be effective in their role,
polygraph examiners must possess the i'ollowing skills and qualifications: Analy#ical Skills:
Ability to accurately interpret complex physiological data. Attention to Detail: Precision in
monitoring, recorc[in�, and analyzing responses. Communieation Sl�ills: Clear cammunication
when explaining procedures and docutnenting results. Integrity: High ethical standards due to
the sensitive nature of the exatninations. Technical Pro�cie�cy: Knowled�e af operating and
maintaining po�ygraph equipment. Becoming a c�ualified polygraph examiner typically involves
several steps, including a background in criminal justice, psychology, or a related feld;
campletion of a specia�ized poiygraph training program aceredited by recogn�zet{ arganizations
such as the American Polygraph Associatio� (APA}; and attain�nent of professio�al certificatian
from an auihorized governing body. These services a�•e essential to ensuring compliance with
civil service requirements and supporting the Fire Depa�-tment's recruikment and hiring
objectives.
Section 3: Clai�ned Sole-Source Exemption and Justification
NOTE - For any non-sole-source exemption, complete Section 2.
Please indicate the sole-source exemption you believe applies to the purchase and provide
ir�formation to suppart its applicab�lity. Please refer to the Exemption Primer for detailed
information about common exemptio�s
�age 3 of 7
�
❑*A procurement of itetns tf�at a��e available fram only one source, ir�cluciing:
• items that are a�ailabke fi•om anly one source because of patents, copyrights,
secrei processes, or natural tnonopolies;
• fii�ns, manuscripts, or books;
• gas, water, a�d other utiGty services;
• captive replaceinen� parts or eomponents for ec�uipEnent;
• baoks, papers, and other libra�y �naterials for a�ublic library that are
available only fron� the persons holding exc�usive distributian rights to the
materials; and
• management ser�ices provided by a nonp►•o�it organization to a municipal
tnuseum, park, zoo, or ot�er tacility to which the organization has provided
significant tinancial or other benefits;
How did you determine that the item or service is only a�ailable from one source?
Click or tap here to enter �ext.
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
Click or tap here to enter text.
Did you attach a sole source justification letter? ❑ Yes ❑ No
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). Click or
tap here to entertext.
5ection 4: Attornev Determination
With the facts pravided by the department, is the use of the claimed ex�mption defensible if the
City were to be challenged on this purchase? �7Yes ❑No.
Was there anything attached ta this form that was relied on in makir�g this determination?
❑Yes OXNo.
If yes, please explain:Clic!< or ta� here to enter text.
Was there anything not inc1ucied on this form or attached hereto that was relied on in making this
determination?
❑ Yes ❑X No.
Page 4 of 7
�
[f yes, please explain:Click or tap here to enter text.
Will the standard terms and conditior�s apply?
Will the contract require special terms?
Will the contract require review by the deparkment attorney?
�
�Yes ❑No.
❑Yes ❑XNo.
�x Yes ❑No.
Approved By:
W���,a.
eremy Anato-Mensah / Jessika Williams
Assistant City Attorney
Date: 117I2026
Page 5 of 7
F�RT��RTHo
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Behavioral Mesaures & Forensic Services Southwest, Inc.
Subject of the Agreement: Professional Services Agreement via Chapter 252 Exemption
M&C Approved by the Council? * Yes ❑ No ❑✓
If �so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes ❑ No ❑✓
If �so, provide the original contract number and the amendment number.
Is the Contract "PermanenY'? *Yes ❑ No 0
If �unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No ❑✓ If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: Expiration Date:
If different from the approval date. If applicable.
Is a 1295 Form required? * Yes ❑ No ❑✓
*If �so, please ensure it is attached to the approving M&C or attached to the contract.
Proj ect Number: If applicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes ❑✓ No ❑
Contracts need to be routed for CSO processin� in the followin� 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.