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HomeMy WebLinkAboutContract 61259CSC No. 61259 CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR GENERAL PROFESSIONAL SERVICES This agreement ("Agreement") is between the City of Fort Worth, a Texas home -rule municipality ("City"), and AssureCo Risk Management & Regulatory Compliance, LLC dba MunicipalH2O, an Arkansas -registered corporation ("Consultant"), for a project generally described as: Risk Management Plan Update ("Project"). Article I Scope of Services (1) Consultant hereby agrees to perform professional services as set forth in this Agreement and the Scope of Services, attached hereto as Attachment "A" ("Services"). These Services shall be performed in connection with the Project. (2) Additional services, if any, will be memorialized by an amendment to this Agreement. (3) All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents, whether furnished by City, its officers, agents, employees, consultants, or contractors, or prepared by Consultant, shall be or become the property of City, and shall be furnished to the City, prior to or at the time such services are completed, or upon termination or expiration of Agreement. Article II Compensation Consultant shall be compensated an amount up to $15,400 for year 1 and $8,400 each of the next four years for compliance maintenance ("Contract Amount") in accordance with the Fee Schedule shown in Attachment "B". Payment shall be considered full compensation for all labor (including all benefits, overhead and markups), materials, supplies, and equipment necessary to complete the Services. Consultant shall provide monthly invoices to City. Payments for services rendered shall be made in accordance with the Texas Prompt Payment Act (Texas Government Code Ch. 2251). Acceptance by Consultant of said payment shall release City from all claims or liabilities under this Agreement for anything related to, performed, or furnished in connection with the Services for which payment is made, including any act or omission of City in connection with such Services, except as to the Compliance Guarantee defined herein. Article III Term Time is of the essence. The term of this Agreement shall commence on the Effective Date and shall be for 1 year with 4 years of compliance maintenance, unless terminated in accordance with the terms of this Agreement. Unless specifically otherwise amended, the contract's duration shall not exceed five years from the original effective date. Article IV City of Fort Worth, Texas Standard Agreement for Professional Services Revision Date: December 8, 2023 Page 1 of 15 Risk Management Plan Update OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Independent Contractor Consultant shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive control of and the exclusive right to control the details of the work to be performed hereunder and of all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. The doctrine of respondent superior shall not apply as between City and Consultant, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership orjoint venture between City and Consultant. Article V Professional Competence Work performed by Consultant shall comply in all aspects with all applicable local, state and federal laws and with all applicable, standards, codes, rules and/or regulations promulgated by local, state and national boards, bureaus and agencies. Approval to proceed by City of Consultant's work or work product shall not constitute or be deemed to be a release of the responsibility and liability of Consultant or its officers, agents, employees, contractors and subcontractors for the accuracy and competency of its performance of the Services. Consultant proceeding with any work or work product shall not constitute or be deemed to be a release of the responsibility and liability of City or its officers, agents, employees, contractors and subcontractors with respect to the Compliance Guarantee. Article VI Indemnification CONSULTANT, AT NO COST TO THE CITY, AGREES TO INDEMNIFYAND HOLD CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY CONSULTANT'S BREACH OF (i) ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT. THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT. Article VII Insurance Consultant shall not commence work under this Agreement until it has obtained all insurance required under this section and City has approved such insurance. City of Fort Worth, Texas Risk Management Plan Update Standard Agreement for Professional Services Revision Date: December 8, 2023 Page 2 of 15 (1) Consultant shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: (2) Commercial General Liability with combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate. (3) Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000 aggregate limit. (4) Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. (5) General Insurance Requirements: a. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. b. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. c. 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. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. d. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VI in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. e. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. f. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. (6) "Additional Insured status is granted to the City as required by written contract. The term City shall include its employees, officers, officials and agents as respects to the contracted service. Coverage shall be on a Primary Non -Contributory basis. A blanket waiver of subrogation is granted in favor of the City of Fort Worth as required by written contract. Article VIII Force Majeure 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, including, but not limited to: acts of the public enemy, fires, strikes, lockouts, natural disasters, epidemics/pandemics, wars, riots, material or labor restrictions by any governmental authority and/or any other similar causes. Article IX Transfer or Assignment Consultant, its lawful successors and assigns, shall not assign, sublet or transfer any interest City of Fort Worth, Texas Risk Management Plan Update Standard Agreement for Professional Services Revision Date: December 8, 2023 Page 3 of 15 in this Agreement without prior written consent of City. Article X Termination of Contract (1) City or Consultant may terminate this Agreement for convenience by providing written notice to the other party at least 30-days prior to the date of termination, unless the other party agrees in writing to an earlier termination date. (2) Either City or Consultant may terminate this Agreement for cause if either party fails to substantially perform, through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days after receipt of written notice or thereafter fails to diligently pursue the correction to completion. (3) If City chooses to terminate this Agreement, upon receipt of notice of termination by Consultant, Consultant shall discontinue Services on the date such termination is effective. City shall compensate Consultant for such services rendered based upon Article II of this Agreement and in accordance with Exhibit "B". Article XI Right to Audit (1) Consultant agrees that City shall, until the expiration of three (3) years after final payment under Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Consultant involving transactions relating to Agreement. Consultant agrees that City shall have access during normal working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. (2) Consultant further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontractor agrees that City shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor(s), involving transactions 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 article. City shall give Consultant and any subcontractor reasonable advance notice of intended audit. (3) Consultant and subcontractor(s) agree to photocopy such documents as may be requested by City. City agrees to reimburse Consultant for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. Article XII Business Equity Participation City has goals for the full and equitable participation of minority business and/or women business enterprises in City contracts greater than $100,000. In accordance with City's Business Equity Ordinance No. 25165-10-2021 (as codified in Chapter 20, Article X of the City of Fort Worth, Texas Risk Management Plan Update Standard Agreement for Professional Services Revision Date: December 8, 2023 Page 4 of 15 City's Code of Ordinances, as amended, and any relevant policy or guidance documents), Consultant acknowledges the MBE and WBE goals established for this Agreement and its execution of this Agreement is Consultant's written commitment to meet the prescribed MBE and WBE participation goals. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by Consultant may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. Article XIII Observe and Comply Consultant shall at all times observe and comply with all applicable federal, state, and local laws and regulations and with all City ordinances and regulations which in any way affect Agreement and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. Article XIV Immigration Nationality Act Consultant shall verify the identity and employment eligibility of its employees and employees of all subcontractor(s) who perform work under Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Consultant shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under Agreement. Consultant shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Consultant employee who is not legally eligible to perform such services. CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Consultant, shall have the right to immediately terminate Agreement for violations of this provision by Consultant. Article XV Venue and Jurisdiction If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of 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. Agreement shall be construed in accordance with the laws of the State of Texas. Article XVI Contract Construction/No Waiver The parties acknowledge that each Party and, if it so chooses, its counsel, have reviewed and revised Agreement and that the normal rule of contract construction, to the effect that City of Fort Worth, Texas Risk Management Plan Update Standard Agreement for Professional Services Revision Date: December 8, 2023 Page 5 of 15 any ambiguities are to be resolved against the drafting party, must not be employed in the interpretation of Agreement or any amendments or exhibits hereto. The failure of 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 City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. Article XVII Severability The provisions of Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of Agreement to other persons or circumstances shall not be affected thereby and Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. Article XVIII Notices Notices regarding Articles IX or X are to be provided to the other Party by hand -delivery or via U.S. Postal Service certified mail return receipt requested, postage prepaid, to the address of the other Party shown below: City of Fort Worth Attn: Fernando Costa Assistant City Manager 200 Texas St. Fort Worth, Texas 76102 With Copy to the City Attorney at the same address Consultant: MunicipalH2O Attn: Brent Talley 815 Technology Drive Little Rock, AR 72223 All other notices may be provided as described above or via electronic means. Article XIX Prohibition On Contracts With Companies Boycotting Israel Consultant, unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas Government Code, if Consultant has 10 or more full time -employees and the contract value is $100,000 or more, the City is prohibited from entering into a contract with City of Fort Worth, Texas Risk Management Plan Update Standard Agreement for Professional Services Revision Date: December 8, 2023 Page 6 of 15 a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Consultant certifies that Consultant's signature provides written verification to the City that if Chapter 2271, Texas Government Code applies, Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. Article XX Prohibition on Boycotting Energy Companies Consultant acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Article XXI Prohibition on Discrimination Against Firearm and Ammunition Industries Consultant acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Article XXII Headings City of Fort Worth, Texas Risk Management Plan Update Standard Agreement for Professional Services Revision Date: December 8, 2023 Page 7 of 15 The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of Agreement. Article XXIII Attachments, Schedules and Counterparts This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of Agreement: Attachment A - Scope of Services Attachment B — Compensation ARTICLE XXIV CONFIDENTIALITY Consultant and City agree that neither they nor their employees, agents and assigns shall disclose any information pertaining to the business affairs, finances, methods of operation, computer programs or any personal information of the other, whether written, oral, or otherwise, except where required by law or upon express consent of the other party. This shall not apply to any information that was in the public domain at the time of disclosure or becomes part of the public domain without breach of these Confidentiality terms. Article XXV Disclosure of Conflicts 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. Article XXVI Unauthorized Access 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, in which event, Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. Article XXVII Informal Dispute Resolution City of Fort Worth, Texas Risk Management Plan Update Standard Agreement for Professional Services Revision Date: December 8, 2023 Page 8 of 15 Except in the event of termination or a MHC RMP Compliance Guarantee claim, if either City or Consultant has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non -binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. Article XXVIII Intellectual Property Infringement (1) Consultant warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third - party proprietary rights, in the performance of services under this Agreement. (2) Consultant shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. (3) Consultant agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So City of Fort Worth, Texas Risk Management Plan Update Standard Agreement for Professional Services Revision Date: December 8, 2023 Page 9 of 15 long as Consultant bears the cost and expense of payment for claims or actions against the City pursuant to this Article XXVIII, Consultant shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Consultant in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Consultant shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Consultant's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Consultant shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate this Agreement, and refund all amounts paid to Consultant by the City, subsequent to which termination City may seek any and all remedies available to City under law. CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY AND NOT EXCEED THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN ARTICLE VII OF THIS AGREEMENT. ARTICLE XXIX ADDITIONAL TERMS AND CONDITIONS MHC RMP Compliance Guarantee and Requirements COMPLIANCE GUARANTEE. Consultant agrees to pay any and all fines related to the Environmental Protection Agency's ("EPA") Risk Management Program rule or the state's equivalent of RMP ("RMP") imposed by the EPA, or in OSHA -delegated states the responsible agency ("State") provided that a) the fine is for City's failure to comply with RMP at Site(s) resulting from Consultant's error or omission in Services, b) the fine is imposed during the term of this Agreement and after Consultant's completion of the Compliance Set- up Services in Exhibit A, c) any fine levied for a violation resulting from any error or omission of City to maintain equipment or properly document such maintenance covered by RMP requirements (e.g. such as hoists and chlorine detectors) according to procedures specified by the manufacturer in the owner's manual or to provide in a timely manner operator procedures training for new operators and refresher training for existing operators and properly document such training as required by RMP shall be excluded from this guaranty, City of Fort Worth, Texas Risk Management Plan Update Standard Agreement for Professional Services Revision Date: December 8, 2023 Page 10 of 15 and d) the City has fully complied with the Compliance Guarantee Requirements below (collectively "Compliance Guarantee"). COMPLIANCE GUARANTEE REQUIREMENTS. City understands and agrees that the Compliance Guarantee is invalidated and becomes immediately null and void ex post facto if City does not consistently and promptly perform the following requirements (collectively "Compliance Guarantee Requirements"): 1. City agrees to promptly notify Consultant if City's non-compliance with RMP requirements and/or a fine covered by this Compliance Guarantee is communicated, proposed, or levied in any way by the EPA and/or State. City further agrees to provide Consultant with copies of all related items in a format acceptable to Consultant and to allow Consultant to communicate directly with the EPA or State to attempt to negotiate a reduction in the amount of said fine or otherwise mitigate the amount thereof, should Consultant, in its sole discretion, choose to do so. 2. City agrees to provide Consultant with complete, accurate and timely information for the initial setup, ongoing maintenance and all changes in treatment processes, personnel, equipment used, operating procedures, equipment maintenance procedures, quantities of chemicals used, and any other matters relevant to Services at Site(s) or new sites. 3. City agrees to promptly implement and adequately document the performance of any Service requirements specified by Consultant to City. 4. City agrees to promptly implement and adequately document the performance of all actions needed for RMP compliance provided to City by Consultant whether online and/or by email, mail, or overnight courier and to provide such documentation to Consultant. 5. City agrees to always provide Consultant with the most current information regarding City's designated compliance contact person, an alternate contact person in the event the primary contact person is not available, and the telephone number(s) and email address(es) appropriate for Service -related communications. 6. City agrees to promptly reply to any Consultant's telephone calls or emails related to Services and to do so based on Consultant leaving one voicemail and sending one email. City of Fort Worth, Texas Risk Management Plan Update Standard Agreement for Professional Services Revision Date: December 8, 2023 Page 11 of 15 Duly executed by each party's designated representative to be effective on the date subscribed by the City's designated Assistant City Manager. BY: CITY OF FORT WORTH �a— Fernando Costa Assistant City Manager Date: Apr 11, 2024 ATTEST: {{ J�allnnette Goodall City Secretary BY: CONSULTANT MunicipalH2O Chris Eley President Date I �V apq 4FORT °oa it° o o °a9 d OVo o=� ddQn pEXPsa4p APPROVAL RECOMMENDED: Chnkorhel- 1*1;4el- By: Christopher Harder (Apr 11, 2024 06:32 CDT) Christopher Harder Director, Water Department APPROVED AS TO FORM AND LEGALITY By. Taylor Paris Assistant City Attorney Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. OFFICIAL RECORD CITY SECRETARY Nancy Honeysuckle FT. WORTH, rx Environmental Program Manager City of Fort Worth, Texas Risk Management Plan Update Standard Agreement for Professional Services Revision Date: December 8, 2023 Page 12 of 15 ATTACHMENT A Scope of Services In accordance with the terms of this AGREEMENT, Consultant will provide the following Services for the following Site(s): Eagle Mountain Water Treatment Plant 6801 Bowman Roberts Rd. Fort Worth TX Rolling Hills Water Treatment Plant 2500 South East Loop 82 Fort Worth TX Village Creek Wastewater Treatment Plant 4500 Wilma Lane Arlington TX Compliance Set-up Services for the listed Facilities: 1. Conduct a Compliance Audit and Hazard Review for compliance with Site and level applicable EPA/state RMP and/or OSHA PSM requirements, provide a report of findings, and develop an action plan for correcting any deficiencies. If applicable, review client provided emergency response program and associated documents for the elements of 68.95 and 68.96 and provide recommendation(s). 2. Create new Management System, Prevention Program and Hazard Assessment documents with Site and level applicable EPA/state RMP and/or OSHA PSM requirements. 3. Compilation and review of an RMP Binder to organize all RMP compliance documents. 4. Update the RMP registration file and submit it to EPA using RMP*eSubmit as required. 5. Setup City's MyMHC online portal to alert City of pending compliance requirements. 6. Provide training to City on the online tools and resources available on MyMHC. Onqoinq Compliance Maintenance Services: 1. Assist in the conducting, updating and documentation of the recurring, level applicable requirements of the RMP regulations. 2. Conduct an annual RMP Compliance Review of the Site(s) and processes for ongoing compliance and update documentation as needed. Annual Compliance Reviews shall be conducted by telephone or web -conference. 3. Comprehensive review of all RMP documents for the Site(s) prior to an EPA inspection so RMP program elements are in order and up-to-date, and guidance on how to be better prepared on the day of the inspection. 4. In the event of the loss of City's key RMP personnel, Consultant works with new personnel to educate and train them on RMP regulations and activities required to remain in continuous compliance. 5. Year-round availability of professional RMP consulting services during normal business hours. 6. Provide the Consultant's Compliance Guarantee. 7. Maintain and update City's MyMHC online portal as needed to reflect any changes affecting RMP compliance requirements that occur in the Site(s) or operations of City. 8. Online tools and advance notification emails to remind Site personnel of required RMP activity deadlines and assistance in completing work prior to the deadline. City of Fort Worth, Texas Risk Management Plan Update Standard Agreement for Professional Services Revision Date: December 8, 2023 Page 13 of 15 9. Monthly Tips and Guidance emails to keep Site personnel up to date on RMP compliance information and issues to help maintain their RMP program and compliance. 10.Access to safety videos, quizzes, and chemical specific guidance documents for use in training. 11. Provide online access to all City's RMP compliance documents via MyMHC. 12. Store and back up City's RMP compliance documents in an off -site data storage facility. City of Fort Worth, Texas Risk Management Plan Update Standard Agreement for Professional Services Revision Date: December 8, 2023 Page 14 of 15 ATTACHMENT B Compensation In accordance with the terms of this AGREEMENT, compensation for Services is as follows: Year 1 Year 1 Year 2 Year 3 Year 4 Year 5 City of Fort Worth, Texas Standard Agreement for Professional Services Revision Date: December 8, 2023 Page 15 of 15 One -Time Setup Fee $7,000 Annual Maintenance Fee $8,400 Annual Maintenance Fee $8,400 Annual Maintenance Fee $8,400 Annual Maintenance Fee $8,400 Annual Maintenance Fee $8,400 Risk Management Plan Update CSC: DOCUMENT TITLE TO: Nancy Honeysuckle Vendor — Municipal H2O Shane Zondor Jan Hale Chris Harder Taylor Paris Fernando Costa Ron Gonzales Jannette Goodall Allison Tidwell Charmaine Baylor Needs to be notarized: FoRTWORTH. Routing and Transmittal Slip Water Department Municipal H2O Agreement Signer Already Signed Approver Approver Signer Signer Signer Approver Signer Form Filler Acceptor Action Required: ❑ As Requested ❑ For Your Information x Signature/Routing and/or Recording ❑ Comment ❑ File 5 INITIALS M. ❑ YES x NO FOR CMO USE ONLY: Routing to CSO YES ❑ NO CSC: EXPLANATION Attached is the Agreement between AssureCo Risk Management & Regulatory Compliance, LLC, dba Municipa1H2O, and the Water Department. Municipa1H2O will provide professional services for the Risk Management Plans of three treatment facilities. This will include compliance assessments and submittals to the EPA based on federal requirements. The company will, conduct a compliance audit and hazard review for compliance with site and level applicable EPA/state RMP and/or OSHA PSM requirements, provide a report of findings and develop an action plan for correcting deficiencies, create new management system, prevention program and hazard assessment documents with site and level applicable EPA/state RMP and/or OSHA PSM requirements, compile and review RMP binder to organize all RMP compliance documents, update the RMP registration file and submit it to the EPA using RMP* eSubmit as required and provide an online portal where all documents and pending compliance requirements and be viewed, tracked and updated. The "not to exceed" amount will equal $15,400.00 the first year for the $7,000.00 one-time setup fee and the $8,400.00 annual maintenance fee. Each of the following years will cost $8,400.00 for annual maintenance. The agreement will be for one year, with four one-year renewals. Please sign or approve this contract. If you have any questions or concerns, please email Nancy Honeysuckle at Nancv.Honevsuckle(&fortworthtexas.2ov.