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Contract 43976 (2)
CITY SECRETARY 1/4--kJ CONTRACT NO. �'� PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a Texas home rule municipal corporation, acting by and through Susan Alanis, its duly authorized Assistant City Manager, and SCIENCE APPLICATION INTERNATIONAL CORPORATION ("Consultant or SAIC"), a DELAWARE Corporation and acting by and through Betty Kamara, its duly Contracts Administrator. 1. SCOPE OF SERVICES. (a) Consultant hereby agrees to provide the City with professional consulting services for the purpose to update the Joint Emergency Operations Center (JEOC) Manual and develop standard job aids checklists for key JEOC positions. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Scope of Services, more specifically describing the services to be provided hereunder. (b) The initial meeting or phone conference referenced in Exhibit "A", Scope of Services, shall occur no later than five (5) business days after the beginning date of the Term. All deliverables detailed in Exhibit "A", Scope of Services, shall be delivered to City within five weeks from the beginning date of the Term ("Delivery Deadline"). The Delivery Deadline may be extended at City's sole discretion, but in no event shall any extension go beyond February 15, 2012. 2. COORPERATIVE PURCHASING AGREEMENT This Contract is entered into in accordance with the cooperative purchasing agreement between the Houston -Galveston Area Council and Science Applications International Corporation, the successor in interest to Beck Disaster Recovery, Inc., dated June 1, 2010, attached as Exhibit "B". 3. TERM. This Contract shall be effective as of the date written on the Notice to proceed issued by the City and shall end upon final payment by the City, unless terminated earlier in accordance with the provisions of this Agreement. 4. COMPENSATION. The City shall pay Consultant a fixed fee of $22,570.00 ("Fee") for all services performed in accordance with the provisions of this Agreement. The Fee shall constitute full compensation for all services performed and materials furnished by Consultant under this Agreement, inclusive of incidental costs and all travel expenses. After Consultant receives written final acceptance from the City of all deliverables detailed in Exhibit "A", Scope of Services, Consultant shall send City an invoice for the Fee. Within 30 business days after receipt by City of the invoice from Consultant, City shall pay Consultant the Fee. If City disputes any portion of the invoice, the undisputed portion will be paid and Consultant will be notified in writing within ten (10) days of receipt of the invoice of the exception taken. Consultant and City will attempt to resolve the payment dispute within thirty (30) days. Prior to the initiation of any legal action or proceeding under this Agreement, the parties shall make a good faith effort to resolve any such disputes by negotiations between their respective representatives having decision -making power. If the dispute cannot be resolved by such respective representatives having decision -making power, then either party may initiate formal proceedin?s. - = -- OFFICIAL RECORD _ . a, : CITY SECRE`ARY rito 'WORTH, TX Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 5. TERMINATION. 5.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 5.2 Non -appropriation of Funds In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant 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 the City of any kind whatsoever except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 5.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated piior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. 6. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers, agents and employees further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the piior written approval of the City. Consultant 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 Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 7. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access dui ing normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits S. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein and not as agent representative or employee of the City Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat supei for shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterpi ise between City and Consultant 9. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 10. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City gi ants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 11. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum covei age limits that are to be in effect pi for to commencement of any work pursuant to this Agreement: 11.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $2,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person $500,000 Bodily injury per occurrence $100,000 Property damage Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the pi oviding services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned (c) Worker's Compensation Statutory limits Employer s liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Professional Liability (Errors & Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agi eement. 11.2 Certificates. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. All policies except Workers' Compensation shall be endorsed to name the City as an additional insured thereon, as its interests may appear All policies shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth. The term City shall include its employees officers, officials, agent, and volunteer s in respect to the contracted services Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days notice of cancellation or reduction in limits of cover age shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Consultant's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throclanorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 12. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations Consultant shall immediately desist from and correct the violation 13. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant'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 Consultant, its personal representatives, assigns subcontractors or successors in interest Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 14. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To The CITY: City of Fort Worth Attn Charles Daniels 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile (817) 392-8654 To CONSULTANT: Science Applications International Corporation Attn: Betty Kamara 2301 Lucien Way, Suite 120 Maitland, FL 32751 Facsimile: (321) 441-8501 With a copy to: City of Fort Worth Attn: City Attorney 1000 Thr ockmorton Fort Worth, TX 76102 15. SOLICITATION OF EMPLOYEES. Neither the City nor Consultant 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 person's employer. This restriction shall not apply to any individual employed by the other who voluntarily seeks employment with the other Party on their own initiative or in response to employment advertisements in the newspapers, trade publications or other public commercial media or as an unsolicited walk-in candidate. 16. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 17. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 18. GOVERNING LAW / VENUE. This Agieement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of 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 Worth Division. 19. SEVERABILITY. If any provision of this Agreement is held to be Invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 20. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agieement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), 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, dots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 21. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agi eement. 22. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the noimal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agi eement or exhibits hereto. 23. AMENDMENTS / MODIFICATIONS / EXTENSIONS. No extension, modification or amendment of this Agieement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. 24. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any piior or contempoianeous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agieement. 25. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has 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. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [SIGNATURE PAGE FOLLOWS] IN WIT NESS WHEREOF, the parties hereto have executed this Agreement in multiples this day of ' n ' k-; 2012 . CITY OF FORT WORTH: By: i Assistant City Manager Date: /2.13.12 ATTEST: By: bitySe6e& tocIP4A R as so stli, ciwO 0 0 APPROVED AS TO F LEGALITY: B (44'i (i(7JJU?146 1J Assistant City Attogpey CONTRACT AUTHORIZATION: M&C: Not Required_ Date Approved: SCIENCE APPLICATIONS INTERNA IONAL CORPORATION By: Nam& Betty Kamara Title: ontracts Administrator Date: December 4, 2012 ATTEST: By: Jonat : urgiel, (Vice' •esident r OFFICIAL RE©ORB CITY SECRETARY FT. WORTH, TX EXHIBIT A EXHIBIT A Collaborative Approach SAIC uses a collaborative approach when conducting planning and training projects. We know that in order to produce the most thorough JEOC Manual update possible City of Foit Worth Emergency Management Office (EMO) personnel must be engaged throughout the planning process. We will provide project materials and technical support to assist the City of Fort Worth with JEOC Manual updates and job aid (JEOC checklists) development. SAIC proposes the following team structure: City of Fort Worth Project Sponsor. The City of Fort Worth project sponsor will be the primary point of contact foi SAIC and will coordinate activities between SAIC and the City of Fort Worth and the departments and outside agencies involved in or affected by the project. SAIC Project Manager. The SAIC project manager will provide overall direction and oversee the quality of service and delivery of work products associated with the JEOC manual update project. The SAIC project manager will have day-to-day responsibility for the project so that the City of Fort Worth's needs are met within the guidelines established under this proposal The SAIC project manager will be available for sapid response if urgent matters arise. SAIC Emergency Management Planners. SAIC emergency management planners will support day-to-day requirements of the JEOC Manual update project and will assist the SAIC project manager as needed. SAIC Publications Team. The SAIC Publications Team will conduct a thorough editorial and formatting review of project deliver ables provided to the City of Fort Worth. Scope of Services Joint Emergency Operations Center Manual Update Web -Based Project Team Collaboration Site. To make communication most effective between SAIC and the City of Fort Worth, SAIC will establish a secure, web -based project team collaboration site using Microsoft SharePoint The site will allow EMO staff to access current and past versions of the JEOC Manual and job aids and will provide visibility into the project s status. SAIC will establish this collaboration site prior to the project planning call. The City of Fort Worth will be provided with a unique username and password to access the site during the project planning call Project Planning Call. SAIC will initiate the JEOC Manual Update Project by holding a project planning conference call with the City of Fort Worth project sponsor to confirm the project objectives, deliverables, and time line, as well as to have an in-depth discussion of the project scope of work and the current state of the JEOC Manual. During this call, SAIC and the project sponsor will identify the relevant plans, policies, and procedures for the review, and will schedule the delivery dates for the initial review initial review meeting, and draft and final JEOC Manual. Project Work Plan. SAIC will develop a detailed project work plan that outlines the project tasks and time line for deliverable completion. The draft project work plan will be reviewed with the City of Fort Worth project sponsor prior to finalization and will be provided to the City of Fort Worth project sponsor within three business days of the project planning call. JEOC Manual Initial Review. SAIC will conduct a thorough review of the current JEOC Manual, standard operating procedures (SOPS), and job aids. During the initial review, SAIC will note necessary changes to be made to the JEOC Manual, as well as job aids (JEOC checklists) that should be developed, such as JEOC checklists SAIC will consider changes to the technology now available 1 EXHIBIT A layout of the manual, and operations of the new JEOC, as well as changes that may have occurred in the City of Fort Worth's organization. Initial Review Meeting. SAIC will conduct a three-hour on -site meeting with the EMO to review the suggested changes and updates to the JEOC Manual. During the meeting, the EMO will approve, modify, or decline each of SAIC's suggested changes and identify any additional updates or improvements to be made. To expedite the update process, SAIC will remain on -site at the JEOC for the remainder of the day to begin updating the JEOC Manual. This will allow SAIC a full eight hours to interface with the EMO. Draft JEOC Manual. During the update piocess, SAIC will work closely with the EMO to ensure that the revised JEOC Manual incorporates the various tools that the EMO uses including WebEOC, Sametime, softphones, and the myiiad of visual display boards throughout the facility The JEOC Manual will be accompanied by checklist and job aids SAIC will present the EMO with the draft JEOC Manual for review. Due to the compressed timeframe for this project, the EMO will have up to five business days to review and provide comments and changes to SAIC. Draft Review Conference Call. SAIC will conduct up to a two-hour conference call with the EMO to review the di aft JEOC Manual and to identify any changes or outstanding areas that require further clarification. At the end of this call, SAIC will have a final list of revisions to be made within the JEOC Manual, Job aids, and checklists. Final JEOC Manual. At the end of the update process, the final revised JEOC Manual will address the full spectrum of JEOC operations from notification and activation through demobilization and imps ovement planning . SAIC will develop up to six (6) job aids (JEOC checklists) for key City of Forth Worth EOC positions (e.g. JEOC Manager, Operations Section, Planning Section, Logistics Section, Administration Section, and Public Information Officer) and a general job aid for all other JEOC positions. Exhibit 2: Task 1 Deliverables JEOG Manual update_ Deliverable Web -Based Project Team Collaboration Site Project Planning Conference Call Project Work Plan Initial Review Initial Review Meeting Description SAIC will establish a secure, web -based team collaboration site using Microsoft SharePoint. The site will allow EMO staff to access current and past versions of documents and will provide visibility into the project's status. SAIC will conduct a project planning call with the City of Fort Worth project sponsor to introduce the SAIC project team and to discuss the project deliverables and associated time line for the project. During this call, SAIC and the EMO will identify the relevant plans, policies, and procedures for the review, and will schedule the delivery dates for the initial review, initial review meeting, and draft and final JEOC Manual. SAIC will develop a detailed project work plan that outlines the project tasks and time line for deliverable completion. The project work plan will be provided to the City of Fort Worth project sponsor within three business days of the project planning call SAIC will conduct an initial review of the JEOC Manual, job aids, and SOPs. SAIC will conduct a three-hour on -site meeting with the EMO to review the suggested updates. During the meeting, the EMO will approve modify, or decline each suggested change and identify any additional updates or improvements to be made. To expedite the update process, SAIC will remain on -site for the remainder of 2 EXHIBIT A JEQG Manual Update Description the day to begin updating the JEOC Manual, SAIC will make all agreed upon changes to the JEOC Manual and present the EMO with a draft JEOC Manual for review. The EMO will have five business days to review and provide comments and changes to SAIL. SAIC will conduct a conference call with the EMO to review the draft JEOC Manual and to identify any changes or outstanding areas that require further clarification. At the end of this call, SAIC will have a final list of changes for the JEOC Manual and job aids (JEOC checklists). Final JEOC Manual SAIC will make the final revisions to the JEOC Manual, job aids (JEOC checklists), and provide the EMO with a final version. SAIC will develop up to six (6) job aids for key City of Forth Worth JEOC positions (e.g. JEOC Manager, Operations Section, Planning Section, Logistics Section, Administration Section, and Public Information Officer), and a general job aid for all other JECO personnel), SAIC recommends following the completion of the JEOC Manual Update Project, that the City of Fort Worth consider developing facilitating and evaluating a customized JEOC Training Workshop This JEOC Workshop would piovide the City of Fort Worth staff and outside agency participants with a better understanding of JEOC roles and responsibilities and a working knowledge of systems used to operate the JEOC. Project Assumptions and Constraints This project is based on the following key assumptions and constraints. Deviations that arise during the proposed project will be managed through a standard change control process. • • • Deliverable Draft JEOC Manual Draft Review Conference CaII City of Fort Worth Project Sponsor. The City of Foit Worth will assign a primary point of contact to serve as the project sponsor to address administrative and functional issues. Confidentiality Policies. SAIC uses only pre -approved designated personnel who have signed nondisclosure or confidentiality statements as required. SAIC follows its documented internal procedures and protocols to protect confidential materials collected from the City of Fort Worth. SAIC established these internal procedures to meet requirements by federal, state, and local governments to help protect critical infrastructure data. Access to Materials. Documentation pertinent to the execution of this project should be made available to SAIC for review in electi onic format upon request. This includes the City of Fort Worth s Emergency Management Plan, Emergency Operations Center Standard Operating Procedure, and any relevant job aids or checklists. Access to Key Personnel. Availability of key personnel is critical to obtaining the information required for the overall success of this project. Information presented by key personnel will be accepted as factual and no confirmation will be made. Job Aid Development. SAIC will develop up to six (6) job aids for key City of Forth Worth JEOC positions (e.g. JEOC Manager, Operations Section, Planning Section, Logistics Section, Administration Section and Public Information Officer, and a general job aid for all other JECO personnel). Deliverables. SAIC agrees to deliver the following: 3 EXHIBIT A ✓ Electronic copies of the interim draft deliverables during the project ✓ One compact disc containing the electronic files for the final JEOC Manual and job aids in Microsoft Office format Acceptance of Deliverables. Deliverables will be submitted to the City of Fort Worth project sponsor in draft format. The City of Fort Worth s comments must be provided within 14 calendar days. Upon incorporation of revisions to the draft deliverables and one final resubmittal to the City of Fort Worth project sponsor, the deliverables will be considered accepted. EXHIBIT B Professional Planning & Consulting Services A CONTRACT BETWEEN HOUSTON-GALVESTON AREA COUNCIL Houston, Texas AND BECK DISASTER RECOVERY, INC. Maitland, Florida EXHIBIT B Page 1 of,4 This Contract is made and entered into by the Houston -Galveston Area Council of Governments, hereinafter referred to as H-GAC, having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027, AND, Beck Disaster Recovery, Inc., hereinafter referred to as the CONTRACTOR, having its principal place of business at 2301 Lucien Way, Suite 120, Maitland, Florida 32751. ARTICLE 1: SCOPE OF SERVICES The parties have entered into a Professional Planning & Consulting Services Contract to become effective as of June 1, 2010, and to continue through May 31, 2013 (the "Contract"), subject to extension upon mutual agreement of the CONTRACTOR and H-GAC H- GAC enters into the Contract as Agent for participating governmental agencies, each hereinafter referred to as END USER, for the purchase of Professional Planning & Consulting Services offered by the CONTRACTOR. The CONTRACTOR agrees to sell Professional Planning & Consulting Services through the H-GAC Contract to END USERS. ARTICLE 2: THE COMPLETE AGREEMENT The Contract shall consist of the documents identified below in order of precedence: 1. The text of this Contract form, including but not limited to, Attachment A 2. General Terns and Conditions 3. Proposal Specifications No: EN06-10, including any relevant suffixes 4. CONTRACTOR's Response to Proposal No: EN06-10, including but not limited to, prices and options off2red Alt of which are either attached hereto or incorporated by reference and hereby made a part of this Contract, and shall constitute the complete agreement between the parties hereto. This Contract supersedes any and all oral or written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Contract cannot be modified without the written consent of both partie ARTICLE 3: LEGAL AUTHORITY CONTRACTOR and H-GAC warrant and represent to each other that they have adequate legal counsel and authority to enter into this Contract. The governing bodies, where applicable, have authorized the signatory officials to enter into this Contract and bind the parties to the terms of this Contract and any subsequent amendments thereto. ARTICLE 4: APPLICABLE LAWS The parties agree to conduct all activities under this Contract in accordance with all applicable rules, regulations, directives, issuan ;es, ordinances, and laws in effect or promulgated during the term of this Contract. ARTICLE 5: INDEPENDENT CONTRACTOR The execution of this Contract and the rendering of services prescribed by this Contract do not change the independent status of' H-GAC or CONTRACTOR. No provision of this Contract or act of H-GAC in performance of this Contract shall be construed as mating CONTRACTOR the agent, servant or employee of H-GAC, the State of Texas or the United States Government. Employee.'. of CONTRACTOR are subject to the exclusive control and supervision of CONTRACTOR. CONTRACTOR is solely responsible for employee payrolls and claims arising therefrom. ARTICLE 6: END USER AGREEMENTS H-GAC acknowledges that the END USER may choose to enter into an End User Agreement with the CONTRACTOR through his Contract and that the term of said Agreement may exceed the term of the H-GAC Contract. However this acknowledgement is not U. be construed as H-GAC's endorsement or approval of the End User Agreement terms and conditions. CONTRACTOR agrees not to offe • to, agree to or accept from END USER any terms or conditions that conflict with or contravene those in CONTRACTOR's H-GAC contr act. Further, termination of this Contract for any reason shall not result in the termination of the underlying End User Agreements entered into between CONTRACTOR and any END USER which shall, in each instance, continue pursuant to their stated terms and duration. The only effect of termination of this Contract is that CONTRACTOR will no longer be able to enter into any new End User Agreements with END USERS pursuant to this Contract. Applicable H-GAC order processing charges will be due and payable to H-GAC on any End Lser H:\CONTRACTS\Professional Planning & Consulting Services \Beck Disaster Recovery, lnc.\LN06.10.3 EXHIBIT B Professional Planning & Consulting Services Page 2 of 4 Agreements surviving termination of this Contract between H-GAC and CONTRACTOR . ARTICLE 7: SUBCONTRACTS & ASSIGNMENTS CONTRACTOR agrees not to subcontract, assign, transfer, convey, sublet or othenvise dispose ofthis Contract or any right, title, obligati in or interest it may have therein to any third party without prior written notice to H-GAC. H-GAC reserves the right to accept or reject any such change. CONTRACTOR shall continue to remain responsible for all performance under this Contract regardless of any subcontract or assignment. H-GAC shall be liable solely to CONTRACTOR and not to any of its Subcontractors or Assignees. ARTICLE 8: EXAMINATION AND RETENTION OF CONTRACTOR'S RECORDS CONTRACTOR shall maintain during the course of its work, complete and accurate records of items that are chargeable to END USER nder this Contract. H-GAC, through its staff or its designated public accounting firm, the State of Texas, or the United States Government shall ave the right at any reasonable time to inspect copy and audit those records on or offthe premises of CONTRACTOR. Failure to provide ac ss to records may be cause for termination ofthis Contract. CONTRACTOR shall maintain all records pertinent to this Contract for a period of not less than five (5) calendar years from the date of acceptance of the final contract closeout and until any outstanding litigation, auditor claim has been resolved. The right of access to records is not limited to the required retention period, but shall last as long as the records are reta ned. CONTRACTOR further agrees to include in all subcontracts under this Contract, a provision to the effect that the subcontractor agrees that H-GAC'S duly authorized representatives, shall, until the expiration of five (5) calendar years after final payment under the subcontractor nth all audit findings have been resolved, have access to, and the right to examine and copy any directly pertinent books, documents, papers, invoices and records of such subcontractor involving any transaction relating to the subcontract. ARTICLE 9: REPORTING REOUIREMENTS CONTRACTOR agrees to submit reports or other documentation in accordance with the General Terms and Conditions of the Proposal Specifications. If CONTRACTOR fails to submit to H-GAC in a timely and satisfactory manner any such report or documentation, or othenvise fails to satisfactorily render performance hereunder, such failure may be considered cause for termination of this Contract. ARTICLE 10: MOST FAVORED CUSTOMER CLAUSE If CONTRACTOR, at any time during this Contract, routinely enters into agreements with other governmental customers within the State of Texas, and offers the sante or substantially the same products/services offered to H-GAC on a basis that provides prices, warran ies, benefits, and or terms more favorable than those provided to H-GAC, CONTRACTOR shall notify H-GAC within ten (10) business c.ays thereafter of that offering and this Contract shall be deemed to be automatically amended effective retroactively to the effective date a 'the most favorable contract, wherein CONTRACTOR shall provide the same prices, warranties, benefits, or terms to H-GAC and its END USER. H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shad be deemed null and void. If CONTRACTOR is of the opinion that any apparently more favorable price, warranty, benefit, or term cha ged and/or offered a customer during the term of this Contract is not in fact most favored treatment, CONTRACTOR shall within ten ' 10) business days notify H-GAC in writing, setting forth the detailed reasons CONTRACTOR believes aforesaid offer which has been dee.ned to be a most favored treatment, is not in fact most favored treatment. H-GAC, after due consideration of such written explanation, may decline to accept such explanation and thereupon this Contract between H-GAC and CONTRACTOR shall be automatically amended, effective retroactively, to the effective date of the most favored agreement, to provide the same prices, warranties, benefits, or terms tc H- GAC, The Parties accept the following definition of routine: A prescribed, detailed course of action to be followed regularly; a standard proved ire. EXCEPTION. This clause shall not be applicable to prices and price adjustments offered by a bidder, proposer or contractor, which are not within bidder's/ proposer's control [example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its agencies. ARTICLE 11• SEVERABILITY All parties agree that should any provision ofthis Contract be determined to be invalid or unenforceable, such determination shall not affect toy other term ofthis Contract, which shall continue in full force and effect. ARTICLE 12: DISPUTES Any and all disputes concerning questions of fact or of law arising under this Contract, which are not disposed of by agreement, shall be deei led by the Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide notice thereof to CONTRACTOR. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of receip of such notice, CONTRACTOR requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this Article, CONTRACTOR shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of :he Executive Director after any such rehearing shall be final and conclusive. CONTRACTOR may, if it elects to do so, appeal the final i.nd H:\CONTRACTS\Professional Planning & Consulting Services \Beck Disaster Recovery, Inc \EN06-10.3 EXHIBIT B Professional Planning & Consulting Services Page 3 of 4 conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, CONTRACTOR shall proceed diligently with the performance of this Contract and in accordance with H-GAC'S final decision. ARTICLE 13: LIMITATION OF CONTRACTOR'S LIABILITY Except as specified in any separate writing between the CONTRACTOR and an END USER, CON 1t3ACTOR's total liability under this Contract, whether for breach of contract, warranty, negligence, strict liability, in tort or othenvise, but excluding its obligation to indemnify H-GAC described in Article 14, is limited to the price of the particular products/services sold hereunder, and CONTRACTOR agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted, In no event will CONTRACTOR be liable for any to>s of use, loss of time, inconvenience, commercial Toss, lost profits or savings or other incidental, special or consequential damages to the full e::tent such use may be disclaimed by law. CONTRACTOR understands and agrees that it shall be liable to repay and shall repay upon demat ld to END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been pa id in violation of the terms of this Contract. ARTICLE 14: LIMIT OF H-GAC'S LIABILITY AND INDEMNIFICATION OF H-GAC H-GAC's liability under this Contract, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profi s or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, tc the extent permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees, and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgments, and liens arising as a resu t of CONTRACTOR's negligent act or omission under this Contract. CONTRACTOR shall notify H-GAC of the threat of lawsuit or of,any actual suit filed against CONTRACTOR relating to this Contract. ARTICLE 15: TERMINATION FOR CAUSE H-GAC may terminate this Contract for cause based upon the failure of CONTRACTOR to comply with the terms and/or conditions o 'the Contract; provided that H-GAC shall give CONTRACTOR written notice specifying CONTRACTOR'S failure. If within thirty i 30) days after receipt of such notice, CONTRACTOR shall not have either corrected such failure, or thereafter proceeded diligent(' to complete such correction, then H-GAC may, at its option, place CONTRACTOR in default and the Contract shall terminate on the late specified in such notice. CONTRACTOR shall pay to H-GAC any order processing charges due from CONTRACTOR on that por ion of the Contract actually performed by CONTRACTOR and for which compensation was received by CONTRACTOR. ARTICLE 16: TERMINATION FOR CONVENIENCE Either H-GAC or CONTRACTOR may cancel or terminate this Contract at any time by giving thirty (30) days written notice to the of ter. CONTRACTOR may be entitled to payment from END USER for services actually performed; to the extent said services are satisfaci ory to END USER. CONTRACTOR shall pay to H-GAC any order processing charges due from CONTRACTOR on that portion of the Contract actually performed by CONTRACTOR and for which compensation is received by CONTRACTOR. ARTICLE 17: CIVIL AND CRIMINAL PROVISIONS AND SANCTIONS CONTRACTOR agrees that it will perform under this Contract in conformance with safeguards against fraud and abuse as set forth by H-GAC, the State of Texas, and the acts and regulations of any funding entity. CONTRACTOR agrees to notify H-GAC of any suspected fraud, abuse or other criminal activity related to this Contract through filing of a written report promptly after it becomes aware of such activity. ARTICLE 18: GOVERNING LAW & VENUE This Contract shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under o - in connection with this Contract shall lie exclusively in Harris County, Texas. Disputes between END USER and CONTRACTOR are tc be resolved in accord with the law and venue rules ofthe state of purchase. CONTRACTOR shall immediately notify H-GAC of such disputes. ARTICLE 19: PAYMENT OF H-GAC ORDER PROCESSING CHARGE CONTRACTOR agrees to sell its products to END USERS based on the pricing and other terms of this Contract, including, but tot limited to, the payment of the applicable H-GAC order processing charge. On notification from an END USER that an order has II :en placed with CONTRACTOR, H-GAC will invoice CONTRACTOR for the applicable order processing charge. Upon delivery of i.ny product/service by CONTRACTOR and acceptance by END USER, CONTRACTOR shall, within thirty (30) calendar days or ten (1 0) business days after receipt of payment, whichever is less, pay H-GAC the full amount of the applicable order processing charge, whethe or not CONTRACTOR has received an invoice from H-GAC, For sales made by CONTRACTOR based on this contract, including saes to entities without Interlocal Contracts, CONTRACTOR shall pay the applicable order processing charges to H-GAC. Further, CONTRACTOR agrees to encourage entities who are not members of H-GAC's Cooperative Purchasing Program to execute an H-GtiC Interlocal Contract. H-GAC reserves the right to take appropriate actions including, but not limited to, contract termination if H:\CONTRACTS\Professional Planning & Consulting Services Beck Disaster Recovery, Ine.\EN06-10.3 EXHIBIT B Professional Planning & Consulting Services Page 4 of 4 CONTRACTOR fails to promptly remit H-GAC's order processing charge. In no event shall H-GAC have any liabiliy to CONTRACTOR for any goods or services an END USER procures from CONTRACTOR. ARTICLE 20: LIOUIDATED DAMAGES Any liquidated damages terms will be determined between CONTRACTOR and END USER at the time END USER's purchase order is placed. ARTICLE 21: PERFORMANCE BONDS FOR INDIVIDUAL ORDERS Except as described below for fire apparatus, CONTRACTOR agrees to provide a Performance Bond at the request of END USER Within ten (10) days of receipt of END USER's purchase order. It shall be standard procedure for every order received for fire apparatus that a Performance Bond in the amount ofthe order be provided to the END USER. Failure of CONTRACTOR to provide such performance bond within ten (10) days of receipt of END USER's order may constitute a total breach of contract and shall be cause for cancellation of the order at END USER's sole discretion. END USER may choose to delete the requirement for a Performance Bond at END USER's sole discretion. If the bond requirement is waived, END U 3ER shall be entitled to a price reduction commensurate with the cost that would have been incurred by CONTRACTOR for the bond. ARTICLE 22: CHANGE OF CONTRACTOR STATUS CONTRACTOR shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, N rotor Vehicle license status, or name, and shall also advise whether or not this Contract shall be affected in any way by such change. H-GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Contract. ARTICLE 23: LICENSING REOUIRED BY TEXAS MOTOR VEHICLE BOARD /IF APPLICABLE( CONTRACTOR will for the duration of this Contract maintain current licenses that are required by the Texas Motor Vehicle Commi. sion Code. If at any time during this Contract period, any CONTRACTOR'S license is not renewed, or is denied or revoked, CONTRACTOR shall be deemed to be in default of this Contract unless the Motor Vehicle Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request. IN WITNESS WHEREOF, the parties have caused this Contract to be ecuted by their duly authorized representatives. Signed for Houston -Galveston Area Council, Houston, Texas: Attest for Houston -Galveston Area Council, Houston, Texas: Signed for Beck Disaster Recovery, Inc. Maitland, Florida: Printed Name & Attest for Beck Disaster Recovery, Inc, Maitland, Florida: Printed Name & Title: B ck Steele, Exe tiitive Director �Pueofor of Public Services 1 2/40 .20 athan Burgie C Date: June I ra, Contract Administrator Date: June 1 R:\CONTRACTSWrofessional Planning & Consulting Services \Beck Disaster Recovery, Inc. \EN06-10.3 . 20 10 EXHIBIT B Attachment A Beck Disaster Recovery, Inc. Professional Planning & Consulting Services Contract No. EN06-10 The Professional Planning and Consulting Services (for security, disaster preparedness, and emergency response and recovery) provided under this contract, and the allowable charges for those services, shall be per contractor's proposal submitted March 9, 2010 in response to H-GAC Request For Proposals EN06-10, Services Included: Emergency Management Consulting Services Debris Program Management Consulting Services Grant Administration and Management Services Vulnerability /Hazards Identification/Risk Assessment Security and Surveillance Services Environmental Services Logistics Interoperability, Situational Awareness, and Command & Control Cate s o Homeland Security and Emergency Management ConsultinglPlanning Hourly Rates Hourl Rates Subject Metter Expert :EiiS- ujittecConr?u'(anFtPlanner!_Engineeigoienfist/Assessbr'.7Aawyst`' Principal Consultant / Planner / Engineer / Scientist / Assessor / Analyst _etJlbrTeij%pical`jiecialist., ;__v «... _, _,> Pnnoipal-in-Charge./Senior Program Manager rsJjeQt1PJpgtaT Man$gw:..__ . e ;i .° .; Senior Public Assistance / Grant Managereent Consultant 4up rvisingfCorisu8anI/PlannetlEnginsirf5alent `t s' spti(tjrta SeniorConsultant/ Planner / Engineer /:Scientie, tAssessor / Analyst r"P thlrc Asst ante'[ Grant, vJfinaietneiItt ars lams r`; Senior Planner / Engineer / Assessor;/SctentisttAnalyst Project Manager/ Consultant / Planner/.Engineer /Saenlist /Assessor /Analyst Ill QicijeotMnnagerE.thtatit7PlatitjeF m"ea tSalBiitl s s r• alys= :lilg (1lr s 'An1 Eire/HAZMAT Subject Matter Expert/trainer a1154nei1% rieri.>"neineec c 3flil$i' is. Law Enforcement Subject Matter Experijrainer` • 1 fel $ 44.00 $ 25;40a; $2 0.00 Q600 $1,92:00 Il<{Ztt30_ $175.00 lbie, $150-.00 V EXHIBIT B Cate ' or Homeland Secur and Emergency Management ConsultinglPlanning Hourly Rates Howl Rates Program Planner / Engineer /. Soisntst t Assessor t Analy$t AssiStaiii:Plsnmtl:Eitmeer SciantigflAss$ss4r7:ne1 Engineer / Cbnsultrng Aide MG Project. Project.Contrgi Specialist_ f2ingineet 11?lanning Aii Engineer [Analytical Aide a {-eptaritt)b1 i104 Research Assistant II tidijti}is►rtiv Spi3a+als[ Hefp Desk Operator . PO 0fcia t ' 4 Proposal Coorctnator t sseernl%pssrst>�h Administrative Speoialisti "-thinrstrativeAp.e Qlis` Cate o Field project Manager Deputy Meld Project Manager ;•:9003 ig1ts latiap@r Data Manager Fjel tW$ Billing/Involce Manager ` 'rlli gl(t ,oi A4/1 G Dtispoal Site Minitor ll0 oIT., Citizen Drop -Off Site Moab, Debris Program Management Hourly Rates Load ticket Data Entry Clerk 4 tC8IP;Cerit Sta[F t :{ .. $100.00 $90.00 $53.00 EXHIBIT B An SAIL Company December 4, 2010 Ms. LaWanda James Sr. Procurement Services Specialist Cooperative Purchasing Program Houston -Galveston Area Council of Governments 3555 Timmons Lane, Suite 120 Houston, Texas 77027 Subject: Expected Merger of Beck Disaster Recovery, Inc. (BDR) with Science Applications International Corporation (SAIC) Dear Ms. James. As you are aware, Beck Disaster Recover, Inc. (BDR) has been operating as a wholly owned subsidiary of SAIC since August of' 2009. To further enhance and streamline our service offering, it is expected that as of December 24, 2010, BDR will be fully merged into SAIC and will operate as a division of SAIC. SAIC will continue to provide the same level of services and support with little or no operational impact. This merger allows for better alignment and access to the approximately 45,000 technical and professional staff within SAIC This letter is to notify you of this expected merger. As certain contracts of BDR may technically require consent in connection with this merger, we also request that you indicate your consent pursuant to Contract No. EN06-10 for Professional Planning and Consulting Services dated June 1, 2010, with us. SAIC shall be fully responsible for all of BDR's assets, liabilities, including performance obligations of such contract. Please indicate your consent by signing this notification form and return it via fax or e-mail to Betty Kamara at 321.441 8501 or bkamara@beckdr.com. Please contact us should you have any further questions regarding this merger, and we look forward to continuing to provide outstanding services to the Houston -Galveston Area Council of Governments under this contract. Sincerely, Science Applications International Corporation i_ • Betty- Kam ara Contract Administrator Concurrence; Signaturq: Name. Jtk Steele Title: Executive Director Date: 2301 LUCIEN WAY, SUITE 120, MAITLAND, FL 32751 1 321.441.8500 f 321.441.8501 beckdr.com