CONTRACT 5682 Vender AgreementAgreement No. 5682
CPS HR W ONSULTING
TEST RENTAL AND USE AGREEMENT
This Test Rental and Use Agreement ("Agreement") is by and between Cooperative Personnel Services,
dba CICS HR Consulting, a California Joint Powers Authority ("CPS HR") and the Agency or Organization
named in the signature block at the end of the Agreement ("Client").
A. Purpose. This Agreement defines CPS HR test rental,
evidence of or related to the breach, whether
use and security policies and procedures,
physical or electronic.
CPS HR develops and rents tests for a number of
E. Test Review, Ordering and Administration.
purposes and in a number of formals (including but not
1. Review Copies. Review of CPS HR tests, regardless
limited to print and electronic media). For that reason,
of format, is subject to the test security standards.
some of the below paragraphs apply under certain
circumstances. But, unless specifically limited, each
(a) Test Rental Division: To help in dedding
paragraph applies to all testing purposes and formats.
whether to rent exams, Client may review CPS
E3. Ownership of CPS HR Tests.
HR stock tests and other stock test materials
free of charge (e.g., stock supplements,
1. CPS HR owns all rights, title and interest, including
structured interview packages, and specialized
copyrights, in all tests provided under this
item sets).
Agreement. They are the property of CPS HR and
(b) 5LPP: CPS HR does not offer review copies of
shall remain the property of CPS HR, even while in
the Spanish Language Proficiency Program
the custody of Client.
(SLPP) tests, However, for new clients. CPS
2. Additionally, tests that have been constructed or
HR can provide a sample written test booklet
modified based on Information provided by the client
showing the different components of the lest
shall not be considered works made for hire, as that
(c) Online Testing: To help in deciding whether
term is defined under U.S. Copyright Law. CPS HR
to utilize on-line testing, Client may review
shall own all rights, title and interest, including the
sample on -fine tests free of charge_
copyright, in any test it creates for the Client_
2. Ordering Testing Materials and Scheduling of
3. Ownershtp of tests specifically developed for a client
Examinations.
and of individual test questions supplied by Client, if
any, shall be governed by a separate Agreement
(a) Test Rental Division and SLPP:
between CPS HR and Client.
(f) To ensure materials are received in time,
C. Test Materials. Test Materials consist of all used and
Client must notify CPS HR at least 10
unused test booklets, proctors instructions, proctors
business days prior to the test date of the
manuals, scoring instructions, key sheets, key overlays,
total number of candidates in each job
keyed booklets, scoring keys, instructions, CDs (for oral
classification to be tested. If orders are
tests), and any other materials generated at the test
placed less than i0 -business -days prior to
administration, such as completed answer sheets (if
the test date, rush shipment charges may
applicable), scratch paper, note paper and the like.
apply and timely delivery cannot be
D. Test Security. CPS HR security standards are designed
guaranteed.
(it) Client shalt rent one test booklet per
to protect the mutual interests of all Clients that use Test
candidate to be tested. CPS HR shall
Materials as well as the interests of applicants who take
CPS HR tests. In order that no person may gain special
provide Client with Test Materials including
advantage by having improper access to the material, all
instructions for administering the test,
sufficient test booklets and any other
users must sign this Agreement and agree to fulfill its
terms, before the Agreement is effective.
material CPS HR deems necessary.
i. Client agrees to take all reasonable and diligent
(b) Ondine Testing:
steps to keep CPS HR tests, sample tests, and
(i) To ensure Client equipment is functioning
testing processes confidential and free from
and capable of administering on-line
unauthorized access and use. This includes, but is
testing, Client must request testing from
not limited to, client agreeing not to divulge, convey,
CPS HR at least 10 business days prior to
copy in whole or part, duplicate, convert to another
the test date on the first time Client utilizes
format or medium, or otherwise disseminate tests,
on-line testing. After Client has successfully
portions of tests, or test materials.
used on -fine testing, 5 working days notice
2. For on-line tests, client further agrees to take all
is normally sufficient for subsequent testing.
reasonable and diligent steps to prevent any
(fl) Client recognizes that CPS HR has no
modification to or reverse engineering of the testing
control over the functioning of the internet,
software, and any transfer, storage or dissemination
and any problems with on-line testing due
of tests or testing software and data on any storage
to the failure thereof are not attributable to
medium or computer server other than those
CPS HR.
specifically authorized by CPS HR.
3. Should Client suspect any breach of test security,
Client agrees to immediately notify CPS HR and
immediately take all steps necessary to preserve
- 1 - Client Initials
20113 - 2020 CPS HR -- TR 2 Year Agreement
City of EI Segundo
3. After the test date.
(a) Test Rental Division and SLIP:
(i) Within 10 business, days of the test date.
Client shall return to CPS H'R all Test
Materials including all materials provided by
CPS HR for tate test administration_
(€1) Client shall not reuse printed tests on The
test date or an any other date but shall
return Test Materials to CPS HR, whether
or not the test was administered.
(b) On -Eine Testing:
(i) After the scheduled test date(s), CPS HR
Will suspend access to the on-line test site.
(i€) Within 10 business days of the test date.
Client shall destroy all CPS HR Test
Materials including scratch paper and note
paper in a way that make the materials
unrecoverable.
F. Billing, Pricing, and Payment.
1. CPS HR shall bill Client at the billing address
provided in Exhibit A, unless notified in writing of a
new billing address.
2. The bill shall be derived from the most current
applicable Rate Sheet (s): Exhibit B for Test Rental,
Exhibit C for SLPP, and Exhibits D. Client
acknowledges and understands that the Test Price
List(s) are only effective as of the date shown each of
them and are subject to change.
3. Client shall be billed for any work done on a canceled
or postponed test up to the time CPS HR is notified
of such cancellation or postponement Under certain
circumstances, and in CPS HR's sole discretion,
credit may be given for work already performed If the
test is rescheduled,
4. CPS HR may charge Client for lost or compromised
tests if Test Materials are not returned according to
3(a) above. Client shall be liable for the actual cost
associated with the creation of a substantially sial lar
replacement test up to a maximum of $15,000.
S. Client agrees to and shall pay all invoices within thirty
(30) days of receipt of Invoice,
G. Candidate Inspections
1. Test Materials.
CANDIDATE INSPECTION OF TEST MATERIALS
SHALLINOT BE ALLOWED EXCEPT IN CASE OF
ANSWER SHEETS AS DESCRIBED BELOW
2. Answer Sheets.
(a) If a candidate files a protest regarding the
scoring of his or her test, Inspection of a
candidate's own answer sheet(s) for the
purpose of detecting whether any clerical or
other error has been made in the scoring of the
answer sheets shall be allowed, upon request
by the Client, for a 10 -business -day period
immediately following the notification to the
candidate of test results.
(b) Candidates are not allowed to review the
question booklet during this Inspection period.
(c) Not more than one hour will normally be
allowed for answer sheet(s) €eview. A
representative of Client's Personnel or
Administrative office shall be present to assure
that no changes or marks of any kind are made
2018 - 2020 CPS HR — TR 2 Year Agreement
Agreement No. 5682
by the candidate on the answer sheet(s) or
keyed answer sheet.
H. Client Responsibilities.
1. Client shall perform all parts of the testing process
which are not performed by CPS HR. Client has the
responsibility for assuring that One Nesting process
performed by Client conforms to any applicable laws,
rules or ordinances, and for the test as a whole.
Under the federal Uniform Guidelines on Employee
Selection Procedures, the Client as test user is
responsible for local validation efforts (e.g., SME
review, job analysis studies) and the resulls of the
selection process, and Client understands and
acknowledges that it must be prepared to
demonstrate that the process is valid and meets
other testing standards if it adversely affects groups
protected by fair employment laws.
2. Client is responsible for insuring that all persons who
handle or have access to Test Materials in any
capacity for Client shall do so in compliance with this
Agreement, and are trained to handle Test Materials
and administer tests before they do so.
1. Legal Proceedings Involving Test Materials,
1. if Client receives notice of any administrative or court
proceeding involving a CPS HR test, or a request for
disclosure of Test Materials, such as a subpoena, or
a public records or freedom of information request,
Client shall notify CPS HR of such request
immediately and well before a response is due.
2. Upon CPS HR request, Client shall maintain the
confidentiality of the Test Materiels pending the grant
or denial of a protective order or the decision of a
court or administrative body as to whether the
requested Test Materials must be disclosed under
the applicable public records statute.
3. Client shall cooperate with CPS HR in seeking any
relief necessary to maintain the confidentiality of the
Test Materials.
4. Client shall indemnify and hold CPS FIR harmless
from and against any and all claims, costs, damages,
losses, liabilities and expenses (Including reasonable
attorney fees and costs) arising out of or in
connection with administration of a test, orwith
maintaining confidentiality of Test Materials.
J.. Term and Termination of Agreement.
_ 2 .
1. Term. This Agreement is effective beginning the
date it is signed by both parties and continuing for
two years thereafter unless earlier terminated by
either party as stated below.
2. Immediate Termination upon Material Breach. Either
party may terminate this Agreement immediately
upon any material breach by the other party. For
purposes of this Agreement, but without limiting the
meaning of material breach, any breach of the test
security provisions, however minor, shall be
considered a material breach. Client understands
and acknowledges that immediate termination by
CPS FIR may result in the withholding or recall of
Test Materials.
3. Termination Without Cause. CPS HR and Client may
terminate the Agreement without cause upon thirty
days written notice to the other party.
City of El Segundo
Client lnili'als�
4. Return of Test Materials. Upon termination of the
Agreement, Client shall immediately return to CPS
HR any Test Materials that it possesses.
K. Miscellaneous.
t. Notices. Any notice to the parties required or
permitted under this Agreement shall be given in
writing and shall be sent to Client at the address
provided for the Principal Signer and to CPS HR at
2450 Del Paso Rd. Ste 220, Sacramento, CA 95834,
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) 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, in the event
of a breach, in addition to its rights and
remedies otherwise available by law, 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.
4- Waiver. The failure of any party at any time or times
to require performance of any provisions of this
Agreement shall in no manner affect its right to
Agreement No. 5682
enforce such provision at a later time. Nor shalt the
waiver by either party of a breach of any provision of
this Agreement be taken or hold to be a waiver of the
provision itself. No waiver shall be enforceable
unless made in writing and signed by the party
granting the waiver_
b. Entire Agreement; Modifications. This 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.
6. Counterparts; Facsimile Signature; Electronic
Signature. This Agreement may be executed in any
number of counterparts. if this Agreement or any
counterpart is signed and then faxed ore -mailed by
PDF or otherwise, the faxed or e-mailed copy bearing
the signature shall be as good as the original wet -ink
signed copy for all intents and purposes.
7. Interpretation; Jurisdiction. This Agreement shall
be interpreted and enforced under the laves of the
State of California and jurisdiction shall be in
Sacramento County, California. The Agreement shall
be interpreted in a fair and balanced manner to best
preserve its intent, and without bias against the
drafter.
8. Authority to Sign, The person signing this
Agreement on behalf of the Client (the Pt�cipal
Signer) represents that he or she is the head of the
agency or is otherwise duty authorized to sign this
Agreement and to bind the Client.
Principal Signer By signing below, I represent that the persons(s) listed in Exhibit A and on any attached
sheets is/are authorized to handle CPS HR Test Materials on Clients behalf. I affirm that I will handle all CFS
HR Test Materials in accordance with the terms of the CPS HR Test Rental Agreement then in effect, and that I
will ensure all individuals handling andfor administering tests are properly trained.
Cooperative Personnel Services dba
CPS HR Consulting,
A California Joint Powers Authority
Authorr2eitgnature
Name. -_6 roBi orae
Title: Test Rental Prooram Manacler
Date: 07/31/2018
2018 - 2020 CPS Hit -- TR 2 Year Agreement
Client
By: —
Aut
naturedI ,,:., cy
Name I I'
Title: t t�
Email . � I
Date:
-3- Client initials
Oily of EI Segundo
Agreement No. 5682
Exhibit A
Authorized Representative(s) (use an additionalpage if needed) By signing as an Authorized Representative, I affirm
that I will handle all CPS HR Test Materials in accordance with the terms of the CPS HR Test Rental Agreement then in effect-
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11. Billing Contact
Contact Name and Title
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Phone Number F x Number
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Ill. Physical Address
Aaem,v/Dena irtm, ent Name
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1350 Main Street El SegUndol, CA90504
2018 - 2020 CPS HR — TR 2 Year Agreement City of Et Segundo
Agreement No. 5682
Exhibit A
1. Additional Authorized Representative(s) (use an additional page if needed) By signing as an Authorized
Representative, I affirm that I will handle all Test Materials provided by CPS under this Agreement in actordance with the
terms of the CPS Test Rental Agreement then in effect.
Name, We Sign
Marilyn vson
E-mail Address on, Numter����
MdvsonA_eIsequndo.orq 310-524-2210
Name, Title Signature
-mall Address Phone Number
Name, Title Signature
E-mail Address Phone Number
Name, Title Signature -
E -mail Address Phone Number
Name, Title Signature tll
Address Phone Number
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Name, Title
E-mail Address
11. Representatives to Remove
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Page 2 of 3 09/11/2018
Agreement No. 5682
Exhibit B
CPS HR Test Rental Division Rates (Effective Match 25, 2009 — Subject to Change)
STgCK
MOPULAR
SEMl-.STOCK CUSTOM AGENCY
TESTS'
Tt "r5
TESTS _ T TS TE$T8 '
Base Fee (per order) t $2955.00
$395.00
$595.00 _ $985.00 $350.00
1-100 Candidates (per candidate) $9.00
^101-500
$12.00
$14.00 _ $15-00 $10.00
Candidates (per candidate) $8.50
$11.00
$13.00 $14.00 $8.50
501+ Candidates (per candidate) $8.00
$10.00
$12.00 $13.00 $9.00
New Item Writing/Entry NIA
N/A
NIA $35 per item NIA
Pick Upti-landling =J%
5%
50/0 511/0 5%
Standard Shi in /Handfi " 10%
pP 9 �
10%
10% 10% 10%
Expedited Shipping/Handling •' 15%
15%
15% 15% 15%
Premium Shipping/Handling••�...........20%
20%
20% 20% 20%
Shipping outside contiguous U.S.
CALL FOR DETAILS
Entry LawlFire Candidate Preparation Manuals
Structured interview Packages
."Aivw+ ayaffabfp Online*"
Quantity Per Booklet/Candidate Fee
Base Fee: $ 595.00
10-1000 $ 3.00
Per Candidate Fee:
1001+ Call for volume discount details
1-50 $7.50
"CPS HR will apply a credit of $35.00 for each 1q!!y paid
UNOPENED nackane of Stock Exams of test booklets on the
current STOCK test order.
"Standard shipping applies to orders placed at least 10 business days prior to test date. Expedited shipping applies to
orders placed less than 10 business days prior to test date.
Orders placed 3 or less than business days prior to the
test date will be charged at the premium shipping rate.
t Base fee includes the following at no additional charge: Proctor's Manual, Scoring Manual, CPS HR Scoring, CPS HR
answer sheets and a scoring report.
SPECIAL SERVICES
Stock Supplements $ 2.00 per book when ordered with a Stock test
Writing Proficiency Exam $ 350,00 Base Fee + $ 15.00 per candidate (Professional Scoring included)
Scoring Keys Available at no additional charge
Re-Scoring/Hand-Scoring of Answer Sheet $ 30.00 (Requested directly by Agency)
Non-specified special services CALL, FOR DETAILS (Billed at applicable hourly rate)
Test Rental Contact Informiatlotir
CPS HR Consulting
Attn: Test Rental Division
2450 Del Paso Rd., Ste. 220, Sacramento CA 95834
Telephone: 916.263.18001 Toil t=ree 866.867.5272
Fax: 916.921.62401 E-mail. testrentaKDcpshr.0 s
2018 - 2020 CPS HR — TR 2 Year Agreement City of EI Segundo
Agreement No. 5682
Exhibit C
Spanish Language Proficiency Test Rental Division Rates
Effective March 26, 2009 — Subject to Change
WRITTEI T T C RAL TEST
Base Fee (per order) 4$296.00 $285.00
**Per Booklet Fee _ $9.00 NIA
***Per Tape Scoring Fee NIA $120.00
Expedited Shipping *20% °20%
''Orders placed less than two weeks prior to the exam date will incur expedited shipping charges
"Per Booklet Fee will be charged for number of books ordered
`Billed for the number rated
SPECIAL. SERVICES
FaxinglEmailinq Test Results
Hand Scoring
Proctoring Services
LS—Lp--P—E_Xtended Use Program
2018 - 2020 CPS HR —TR 2 Year Agreement
Available at no additional charge
$30.00
Call for detailslquote
Call for details
Agreement No. 5682
Exhibit D
CPS HR On -Line Skills Test Pricings Schedule
Effective August 2015 — Subject to Change
1 - 25 Candidates (per candidate)
$20.00
$30.00
26 -100 Candidates (per candidate)
$18.00
$27.00
101 - 250 Candidates (per candidates _
$17,00
$25,60
251-1,000 Candidates (per candidate)
$15.00
$22,50
1,009+ Candidates (per candidate)
$12.00
$18.00
Advanced Skills
Basic Skills
Standard
Advanced Skills
Basic Skills
Standard
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Basic Computer Literacy
Excel Functions
Publisher 2003 - Standard
Outlook 2007 or 2010 - Standard
$6.00
$6.00
$5.00
$6.00
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Basic Skills Basic Skills -
Standard Standard
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Advanced Skills Computing
Basic Skills Internet
Standard Software Skills
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2018 - 2020 CPS HR — TR 2 Year Agreement
Typing Test
Ten Key Test --�
Data Entry Test - Numeric
Data Entry Test - Alphanumeric