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CONTRACT 5681 Vender Agreement CLOSEDAgreement No. 5681 a i2 L F _Z Z__%041 0 W =1 lei CONSULTING SERVICES AGREEMENT Police Serae nt and Police Lieutenant Promotional Processes This Consulting Services Agreement (Agreement) Is by and between Cooperative Personnel Services, dba CPS HR Consulting, a California Joint Powers Authority (CPS HR), with offices at 2450 Del Paso Road, Suite 220, Sacramento, CA 85834 and the Agency named in the signature block at the end of this Agreement (Agency, hereafter referred to as Client), and is effective as of October 8, 2018 (Effective Date). CPS HR and the Client shall be collectively referred to herein as the "Parties" and individually as a "Party." A. Purpose. This Agreement defines CPS HR consulting services, policies and procedures. B. Services. CPS HR will provide certain consulting services (Services) to Client as set forth in the Statements of Work (attached hereto as Exhibit ('X). CPS HR shall perform only the Services requested by Client, at the times, dates, and locations specified by Client. C. Compensation. 1. Payment. Client will compensate CPS HR for Services by paying certain fees as set forth in the Statement of Work. Client will reimburse CPS HR for business expenses as set forth in the Statement of Work. Client will pay all invoices within thirty (30) days from receipt of invoice. 2. Funding. Client certifies that funding for compensation payable to CPS HR under this Agreement has been approved by Client's governing body, either as a part of the general operating budget or as a specific item. Client further certifies that it anticipates sufficient cash will be available for payment of compensation as required above. 3. Late Payment. Any invoices not paid within thirty (30) days may incur a service charge of the lesser of two percent (2%) or the maximum allowable by law per month on any outstanding overdue balances. In addition, reasonable collection costs may be added to any invoice not paid within ninety (90) days. D. Taxes. Except as expressly stated in the Statement of Work, the fees listed therein are in addition to, and not in lieu of, any additional fees, assessments, levies, taxes, etc. assessed against the transactions contemplated' herein (Taxes). VAh the exception of Taxes imposed on CPS HR' net income, all Taxes shall be Client's responsibility. Client shall pay any Taxes, which CPS HR may be required to collect and remit, upon invoice. E. Tenn and Termination of Agreement. 1. Term. The term of this Agreement is from the Effective Date through June 30, 2019. 2. Immediate Termination upon Material Breach. Father Party may terminate this Agreement immediately upon any material breach by the other Party. 3. Termination without Cause. Either Party may terminate the Agreement without cause upon thirty days written notice to the other Party. 4. Payment on Termination. Upon termination without cause, Client shall pay CPS HR for all work performed through the effective date of termination. For termination upon material breach, Client shall pay CPS HR for all work performed which Is In compliance with the terms of the Statement of Work. F. Limited Warranty. 1. Warranty. CPS HR represents and warrants that: (1) it has the authority to enter into this Agreement; (ii) it will comply with applicable law; and (Iii) it will provide Services in a workmanlike manner consistent with industry standards. 2. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CPS HR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES AND THE WORK PRODUCT INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR IN RESPECT OF ANY THIRD -PARTY PRODUCTS OR SERVICES AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING AND NO El Segundo Police Department Page 1 of 5 October 9, 2018 REPRESENTATIVE OF CPS HR IS AUTHORIZED TO GIVE ANY ADDITIONAL WARRANTY. G. Ownership. CPS HR retains all right, title, and interest in and to all training materials, testing or assessment products, inventions (patentable or otherwise), discoveries, improvements, copyrightable works, and any other media, materials, or other objects produced as a result of CPS HR' work, or delivered by CPS HR in the course of performing that work (collectively, 'Work Product") which CPS HR creates in connection with its performance of Services hereunder. H. Release of Information to Third Parties. Each Party understands that information provided to government entities may be subject to disclosure under a public records or freedom of information act. Each Party hereto (each, a Recipient) shall protect and keep confidential all non-public information disclosed to Recipient by the other Party (each, a Discloser) and identified as confidential by Discloser, and shall not, except as may be authorized by Discloser in writing, use or disclose any such Confidential Information during and after the term of this Agreement. If CPS HR or Client receives a request for disclosure of Confidential Materials, such as a subpoena or a public records or freedom of information request, that Party shall immediately notify the other Party of the request. Upon request, Client or CPS HR shall maintain the confidentiality of the Confidential Materials pending the grant or denial of a protective order or the decision of a court or administrative body as to whether the requested materials must be disclosed under the applicable public records statute. Client and CPS HR shall cooperate with each other in seeking any relief necessary to maintain the confidentiality of the Confidential Materials. Each Party shall defend, indemnify and hold the other harmless from any claim or administrative appeal, including costs, expenses, and any attorney fees, related to that Party pursuing protection of the Confidential Materials from disclosure. indemnification. CPS HR agrees to indemnify, defend, and hold Client, its agents, officers, employees and volunteers harmless from and against loss or damage (Including reasonable attorney's fees) arising from or related to a claim of bodily injury or property damage resulting from CPS HR' willful misconduct or negligent performance of this Agreement; provided that, Client notifies CPS HR in a commercially reasonable time, in Agreement No. 5681 writing of any such claim and gives CPS HR (at CPS HR' expense) sole control of the defense of same and all negotiations for its settlement or compromise. CPS HR' liability to indemnify Client shall be reduced to the extent that such loss or damage was caused or contributed to by the act, omission, direction or negligence of Client, its agents, officers, employees and volunteers over which CPS HR does not have direct control. J. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER PARTY HERETO SHALL HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM LOSS OF PROFITS OR DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CPS HR' LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO CPS HR. K. Miscellaneous. 1. Notices. Any notice to the parties required or permitted under this Agreement shall be given in writing and shall be sent to the persons at the address listed In the Statement of Work 2. Dispute Resolution; Remedies, (a) In the event of a dispute, the parties may agree to pursue mediation or either binding or nonbinding arbitration to resolve their dispute, under such rules as the parties may agree. (b) If either CPS HR or Client determines it appropriate to file a judicial action, then, in addition to any other remedies available at law or in equity, Client acknowledges that breach of this Agreement may result in irreparable harm to CPS HR for which damages would be an inadequate remedy and, therefore, CPS HR shall be entitled to seek equitable relief, including injunction. 3. Attorneys Fees. If any legal action or arbitration or other proceeding is brought to enforce or construe the term of this Agreement or because of an alleged dispute, breach or default in connection with any provision of this Agreement, the successful or prevailing Party shall be entitled to recover reasonable attorneys fees and other costs incurred In that action, arbitration or proceeding in addition to any other relief to which it may be entitled. EI Segundo Police Department Page 2 of 6 October 6, 2018 Agreement No. 5681 4. Governing Law. This Agreement will be 8. Counterparts; Facsimile Signature; governed by the laws of the State of California Electronic Signature. This Agreement may without regard to its rules concerning conflict be executed in any number of counterparts. If of laws. this Agreement or any counterpart, is signed and then faxed or e-mailed by PDF or 5. Force Majeure. Neither Party shall be otherwise, the faxed or -mailed copy bearing liable for delays caused by fire, accident, the signature shall be as good as the original, labor dispute, war, insurrection, riot, act of wet -ink signed copy for all intents and government, superior force, or any other purposes. cause reasonably beyond its control. 9. Authority to Sign. The person signing S. Waiver. The failure of any Party at any this Agreement on behalf of the Client (the time or times to require performance of any Principal Signer) represents that he or she is provision of this Agreement shall in no the head of the agency or is otherwise duly manner affect its right to enforce that authorized to sign this Agreement and to bind provision at a later time. Nor shall the waiver the Client. by either Party of a breach of any provision of this Agreement be taken or held to be a 10. Ambiguities. As this Agreement has waiver of the provision itself. No waiver shall been voluntarily and freely negotiated by be enforceable unless made in writing and both parties, the rule that ambiguous signed by the Party granting the waiver. contractual provisions are construed against the drafter of the provision shall be 7. Entire Agreement; Modifications. This inapplicable to this Agreement. Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all other agreements, representations and warranties. All modifications and supplements to this Agreement must be in writing and signed by both parties. Cooperative Personnel Services dba City of EI Segundo CPS HR Consulting 348 Main Street, EI Segundo, CA 90245 2450 Del Paso Rd. Ste 220, Sacramento, CA 95834 Authoriz Signature I,p Authorized Signature Name: . It Name: `5%u_ Title: 1 k J Title: EI Segundo Police Department Page 3 of 5 October 0, 2018 Agreement No. 5681 Exhibit A Statement of Work All changes to this SOW must be mutually agreed to and executed in writing by duly authorized representatives of both parties as an amendment to this SOW. Capitalized terms used herein shall have the meanings ascribed to them in the Agreement. 1. SERVICES: CPS HR will provide the EI Segundo Police Department (Department) with a promotional examination process for the ranks of Police Sergeant and Police Lieutenant. The project deliverables are designed to be legally defensible as valid and job-related procedures and fully comply with the Uniform Guidelines and Guidelines and Ethical Considerations forAssessment Center Operations, City and Department policy, and other related professional standards. CPS HR offers our services to complete a job task analysis for the target ranks; and design, develop, and administer legally defensible, validated selection tools for use at the target ranks within the Department. 1. Administrative Set -Up and Job Analysis (Lieutenant) rr Schedule and conduct meetings in conjunction with Department personnel • Develop a project plan al Conduct a job analysis forthe rank of Police Lieutenant (Due to project limitations, a job analysis will not be conducted for Police Sergeant. The Department will be responsible for ensuring Sergeant examination components are job related.) • Create an examination plan for the target ranks 2. Promotional Process Development and Administration ■ Research, develop, and customize a Promotability Exercise and Structured Oral Interview Exercise. Is Develop a customized Written Essay Exercise for the rank of Police Lieutenant ■ Conduct a candidate orientation session. ■ Facilitate the Promotability Exercise discussion with Department staff. Is Conduct assessor training with external assessors for the Structured Oral Interview Exercise. 3. Project Outcomes X Compile and provide final candidate scores culminating in an eligible list of qualified candidates 11 Gather candidate feedback regarding impressions and opinions about the overall examination process Provide technical assistance, as needed 4. Project Management and Communication Irl Monitor and control the project 2. CLIENT RESPONSIBILITIES: a. Client must timely perform all those Client roles and responsibilities set forth in this SOW. Successful completion of this project within the time specified depends largely upon an effective working relationship between Client and CPS HR project staff. For this reason, CPS HR requests that Client designate an individual to coordinate communication, meetings, interview schedules, and review of products with the project team. Client's Project Representative will be responsible for the following activities: 1. Coordinating all meeting schedules, conference calls, facilities and equipment needs 2. Coordinating interview schedules and facilities and distributing project update information b. Any work products developed during the activities described above will be submitted to Client's Project Representative for review, comment and/or approval. This is a critical step to ensure accurate, reliable, and valid products. 3. CPS HR PROJECT MANAGER: Amy Bigone 4. CLIENT PROJECT REPRESENTATIVE: Captain Carlos Mendoza Email: abiaone(cbcoshr.us Email: cmendozai EI Segundo Police Department Page 4 of 6 October 9, 2018 Agreement No. 5681 5. SERVICE FEES: Not to Exceed $18,750 a. All Services provided to Client by CPS HR hereunder are priced on a FIXED PRICE basis. All amounts are based upon the following assumptions. Any deviations from the following assumptions may result in an increase in the Fees: (i) Client will timely perform its responsibilities as set forth in this SOW, and (i) Services will normally be performed during normal business hours, Monday through Friday, 8:00 a.m. to 5:00 p.m., excluding CPS HR holidays ("Normal Business Hours'). b. CPS HR will invoice Client based on the following fixed fee rates and assumptions Police Sergeant: Design, Development, and Administration of the Promotional Process (Assumes no more than 15 candidates participating in the assessment process) Police Lieutenant: Design, Development, and Administration of the Promotional Process (Assumes no mom than 10 candidates participating in the assessment process) EXPENSE CAP: M Billed only as actual amounts (without mark-up) I I TOTAL CONTRACT AMOUNT: $7,750.00 $9,000.00 i $2,000.00 $18.760.00 i d The Department will recruit and schedule all assessors, as needed. Travel, food, hotel, and any other assessor expenses will be the responsibility of the Department. M The Department will supply all meeting/testing rooms for the entirety of the processes. Ig CPS HR will develop three (3) customized' exercises for the rank of Police Lieutenant, and two (2) customized exercises for the rank of Police 'Sergeant. c. One invoice will be submitted for payment upon completion of services. Client will pay CPS HR within thirty (30) days following receipt of invoice. 6. In the event the project is terminated eariy, CPS HR will be paid such amount as Is due for professional services performed and out-of-pocket expenses incurred up to and includ'i'ng the effective date of termination. 7. This SOW covers work requested and performed prior to the commencement of this SOW. EI Segundo Police Department Page 5 of 5 October 9, 2018 Agreement No. 5681 COST PROPOSAL EI Segundo Police Department Police Sergeant and Police Lieutenant Promotional Processes October 9, 2018 Submitted by: Vicki Quintero Brashear Director, Products and Services uu111111141u��iih41'jy��YII�I��II lu Iiii�i,,Nlpi��W4ii�����Iii�IOV�^�I�N�1141iilliliY il��l�ll����i1� uu'� d uP 'I� I i I I IIMIM� IVlli vu4 ISI ill V(..II' CPS HR Consulting pIII�'ihs, p�i�Vyil%iV�II�fY� u�� �GInrV��lp p11N���iryt�ti, �Illlpllhli, ��il�l�Hlllll .�iil,;„II II lil �Ipi,iYll;,llll pil°y��ii 2450 Del Paso Rd., Suite 220 Sacramento, CA 95834 www.cpshr.us Agreement No. 5681 CPS HR A� CONSULTING October 9, 2018 EI Segundo Police Department Carlos Mendoza, Captain 348 Main Street El Segundo, CA 90245 Sent via e-mail to: CMendoza@elsegundo.o Dear Captain Mendoza: CPS HR Consulting (CPS HR) Is pleased to have the opportunity to submit this cost proposal In response to the informal request from the EI Segundo Police Department (Department) to provide professional consulting services In the design of a promotional process for the rank of Police Sergeant and Police Lieutenant. We look forward to the opportunity to work with you. Should you have any questions, please feel free to contact Ms. Breana Lopez at (714) 224-6459 or via email at blooez@ s, hr us. Sincerely, 'A Vicki Quintero Brashear Director of Products and Services CPS HR AZCONSULTINGCONFIDENTIAL Page 11 Agreement No. 5681 Project Understanding The proposed work plan is designed to provide the Police Department with a promotional examination process for the ranks of Police Sergeant and Police Lieutenant. The project deliverables listed in this proposal are designed to be legally defensible as valid and job-related procedures and fully comply with the Uniform Guidelines and Guidelines and Ethical Considerations for Assessment Center Operations, City and Department policy, and other related professional standards. The purpose of this proposal is to offer our services to complete a job task analysis for the target ranks; and design, develop, and administer legally defensible, validated selection tools for use at the target ranks within the Department. 1. Administrative Set -Up and Job Analysis (Lieutenant) 0 Schedule and conduct meetings in conjunction with Department personnel 8 Develop a project plan N Conduct a job analysis for the rank of Police Lieutenant (Due to project limitations, a job analysis will not be conducted for Police Sergeant. The Department will be responsible for ensuring Sergeant examination components are job related.) E Create an examination plan for the target ranks 2. Promotional Process Development and Administration 0 Research, develop, and customize a Promotability Exercise and Structured Oral Interview Exercise. 0 Develop a customized Written Essay Exercise for the rank of Police Lieutenant. • Conduct a candidate orientation session. • Facilitate the Promotability Exercise discussion with Department staff. ® Conduct assessor training with external assessors for the Structured Oral Interview Exercise. 8. Project Outcomes d Compile and provide final candidate scores culminating in an eligible list of qualified candidates 11 Gather candidate feedback regarding impressions and opinions about the overall examination process 0 Provide technical assistance, as needed 4. Project Management and Communication 0 Monitor and control the project Agreement No. 5681 CPS HR a■■■ CONSULTING slow * Provide oversight and quality assurance ® Respond in a timely manner to all requests and needs Irl Recognize, report, and resolve any developments or changes that may affect the project Fee Proposal CPS HR is a public agency that has succeeded as an independent, self- supporting entity because of its mission to provide other government agencies with high -qualify testing products and services at a reasonable cost. I - Police Sergeant: Design, Development, and $7,750.00 Administration of the Promotional Process (Assumes no more than 15 candidates participating in the assessment process) Police Lieutenant: Design, Development, and $9,000.00 Administration of the Promotional Process (Assumes no more than 10 candidates participating in the assessment process) EXPENSE CAP: $2,000.00 10 Billed only as actual amounts (without mark-up) TOTAL CONTRACT AMOUNT: $18,750.00 Please note that the following assumptions have been taken Into account for costing and timeline purposes. " The Department will recruit and schedule all assessors, as needed. Travel, food, hotel, and any other assessor expenses will be the responsibility of the Department. 'Illi' The Department will supply all meeting/testing rooms for the, entirety of the processes. 81 CPS HR will develop three (3) customized exercises for the rank of Police Lieutenant, and two (2) customized exercises for the rank of Police Sergeant. 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