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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 Tom Higgins, its duly authorized Assistant City Manager, and GuardFirst, ILLC
("Consultant"), a Nevada limited liability company and acting by and through Sarah Zwick-Everidge, its
duly authorized member. The term Consultant shall include employees, directors, officers, agents or
representatives.
The Contract Documents shall include this Agreement plus all attachments listed below, which are
attached hereto and incorporated herein for all purposes to this Agreement:
a) Exhibit A—Statement of Work
b) Exhibit B—Payment Schedule
I SCOPE OF SERVICES.
1.1 Consultants Services
Consultant hereby agrees to provide the City with professional consulting services for
the purpose of developing a preparedness study for the City of Fort Worth. Attached hereto and
incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work,
more specifically describing the services to be provided hereunder. To the extent the Statement
of Work conflicts with this Agreement,this Agreement will prevail.
1.2 Work Product
All work produced by Consultant under this Agreement (collectively the "Work
Product") will be considered works of hire and will be the sole and exclusive property of the
City. In the event that the Work Product is not copyrightable subject matter or is for any reason
not deemed to be works for hire, Consultant hereby assigns all right, title and interest in the
Work Product to the City and will execute any documents required to evidence such
assignment. Without limiting the foregoing, Consultant understands and agrees that Consultant
will not retain any ownership rights whatsoever in or to the Work Product. Consultant hereby
warrants and represents that the Work Product will be the original work and will not infringe upon
or violate rights of any person or entity, including, without limitation, any copyrights, trademarks
or rights of privacy or publicity. This provision shall survive the termination of expiration of this
Agreement.
2. TERM.
This Agreement shall commence upon the last date that both the City and Consultant have
executed this Agreement('Effective Date)and shall continue in full force and effect for one year following
the Effective Date, unless terminated earlier in accordance with the provisions of this Agreement
("Expiration Date)
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $45,000.00 in accordance with the
provisions of this Agreement and the Payment Schedule attached as Exhibit 11113,11 which is incorporated
for all purposes herein. 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.
Form Services Agreermnt RD�
OFFICIALRECO
GuardFirst,LLC
Page 1 of 10 4 C.01TY SECRETARY
T.WORTH, TX
4. TERMINATION.
4.1. 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.
4.2 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.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior 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.
5. 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 Consultants 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 prior 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,
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this Agreement, 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 during 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.
Form Services Agreement
GuardFirst,LAC
Page 2 of 10
7. 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 superior 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 enterprise between City and Consultant.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY
LOSS, PROPERTY DAMAGE ANDIOR 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 CONSULTANTS 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.
9. 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 grants 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.
10. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits.
(a) Commercial General Liability
$1,000,000 Each Occurrence
$2,000,000 Aggregate
Form Services Agreement
GuardFirst,LLC
Page 3 of 10
(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 person 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 providing 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 accidentfoccurrence, $500,000 bodily injury disease policy limit and $100,000 per
disease per employee
(d) Technology Liability(Errors&Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Technology coverage may be provided through an endorsement to the
Commercial General Liability(CGL) policy, or a separate policy specific to
Technology E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the
contractual agreement and for two(2)years following completion of services
provided. An annual certificate of insurance shall be submitted to the City to
evidence coverage.
102 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 shall be endorsed to name the City as an
additional insured thereon, as its interests may appear. The term City shall include its
employees, officers, officials, agent, and volunteers 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 coverage 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 Consultants insurance policies. Notice shall be sent to the Risk Manager,
City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Aftomey at the same address.
Form Services Agreement
GuardFirst,LLC
Page 4 of 10
11. 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,
12. 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 Consultants 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.
13. 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, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To The CITY: To CONSULTANT:
City of Fort Worth—Emergency Management Office 6102 Portico Drive#1233
Attn: Eric Carter Fort Worth,TX 76132
1000 Th rockmorton 817-501-4408
Fort Worth, TX 76102-6311 www.guardfirst.com
Facsimile: (817) 392-8654
14. 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.
Is. 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 or immunity.
16. 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
Consultants respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
Form Services Agreement
GuardFirst,LLC
Page 5 of 10
17. GOVERNING LAW I VENUE.
This Agreement 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.
18. 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.
19. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, 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, riots, material or labor
restrictions by any governmental authority,transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal 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 Agreement or exhibits hereto,
22. AMENDMENTS I MODIFICATIONS I EXTENSIONS.
No extension, modification or amendment of this Agreement 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.
23. 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 prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. 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]
Form Services Agreement
GuardFirst,LLC
Page 6 of 10
IN WITNESS' WHEREOF, the parties hereto have executed this Agreement in multiples this 2% ay of
2010.
CITY OF FORT WORTH: GuardFirst,LLC:
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Form services Agreement OFFICIAL RECORD
GuardFirst,LLC CITY SECRETARY
Page 7 of 10
FT WORTH,TX
IJARDFIRT,
EXHIBIT A
STATEMENT OF WORK
GuardFirst, LLC is pleased to present the following Scope of Work (SOW)to develop a Preparedness Study for
the City of Fort Worth, TX. This strategy will require a focused effort on many different ongoing programs and
projects within the local government including Law Enforcement Investigations/Operations; SWAT; Urban Search
and Rescue(USAR); Hazardous Materials; Medical; Explosive Ordinance Disposal (EOD); Citizen
Corps/Community Emergency Response Team (CERT); and many others identified during the OIG audit.
The services to be provided for the project include the following principles that will guide this Study:
• Strategic planning and implementation of the program or project
• Effectiveness of the program or project
• Grant compliance
General questions to be answered during this Preparedness Study are:
• Short term (2 years)goals and objectives for the program or project?
• Equipment standards, needs, and expectations?
• Training requirements?
• Exercise requirements?
• How is team performance assessed?
Deliverable Performance
The Contractor will deliver the Preparedness Study in a series of milestones:
Phase I
• Development of questionnaire for interviews with program or project leaders.
• Review of questionnaire with Emergency Management Office(EMO)personnel for approval.
Phase 11
• Interviews with program or project leader's as identified by the EMO.
• Development of draft Preparedness Study.
• Review draft with EMO for additional questions and information needs.
Phase III
• Conduct any additional interviews to obtain missing information.
• Develop and deliver preliminary Preparedness Study to EMO.
• Facilitate presentation of preliminary Preparedness Study to Senior Staff.
• Develop and deliver final Preparedness Study to EMO.
Proposed Deliverable Timeline(Deliverable date estimates to be adjusted based on actual contract
start time)
Form Services Agreement
GuardFirst, LLC
Page 8 of 10
ARD F'RST,
1. Research and review program and Project information to
identify questions.
PHASE I August 2010 2• Develop questionnaire with guidance from EMO.
Provide questionnaire to EMO for review and approval.
3. Make initial contact with program and project leaders to
explain the project and their participation.
PHASE I -11 September- 4. Coordinate with program and project leaders to schedule
October, 2010 and conduct meetings based upon the questionnaire.
5. Compile all information obtained into a draft
October—
PHASE 11 November 2010 Preparedness Study.
6. Review draft with EMO.
7. Conduct additional interviews to obtain missing
information.
8. Develop and deliver preliminary Preparedness Study to
PHASE III December 2010— EMO.
February 2011
9. Facilitate presentation of preliminary Preparedness
Study to Senior Staff.
10. Develop and deliver final Preparedness Study to EMO.
Form Services Agreement
GuardFirst, LLC
Page 9 of 10
UAfDFIRST
EXHIBIT B
PAYMENT SCHEDULE
The City of Fort Worth will pay the Consultant a rate of$50/hour for work performed under this contract.
Payment will be requested after the completion of each phase. GuardFirst will provide an invoice and
timesheet for the work performed to that point. The amount is due and payable within forty-five(45)days
after submission of bill by GuardFirst. Hours per phase is an estimate only, and will vary depending on
client feedback, direction and degree of difficulty in acquiring information required to gather information.
Fee Schedule Hours(Estimated) Amount
Phase 1 300 $15,000
Phase 11 300 $15,000
Phase 111 300 $15,000
Total as proposed I W1000
Form Services Agreement
GuardFirst, LLC
Page 10 of 10