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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 Charles Daniels, its duly authorized Assistant City Manager, and HAGERTY
CONSULTING, INC. ("Consultant"), an Illinois corporation, acting by and through Stephen H.
Hagerty, its duly authorized President.
1. SCOPE OF SERVICES.
(a) Consultant hereby agrees to provide the City with professional services to conduct an
update and expansion of the City of Fort Worth Emergency Management Plan's (EMP) Annex B —
Communications and Annex I — Emergency Public Information. Attached hereto and incorporated for
all purposes incident to this Agreement is Exhibit "A," and Exhibit "B", Scope of Services, more
specifically describing the services to be provided hereunder.
(b) The services shall be performed based on the following time schedule, provided that
City assists Consultant within a reasonable timeframe when requested, and subject to Section 20, Force
Maj eure:
(i) The initial on-site Project Initiation Meeting referenced in Phase 1 of Exhibit
"A", Scope of Services, shall occur no later than five (5) business days after the
beginning date of the Term.
(ii) Phase 1 shall be completed within 5 business days of the on-site Project
Initiation Meeting.
(iii) Phase 2 shall be completed within 5 business days of the completion of Phase
1.
(iv) Phase 3 shall be completed within 12 business days of the completion of Phase
2.
(v) Phase 4 shall be completed within 10 business days of the completion of Phase
3.
(vi) Phase 5 shall be completed within 11 business days of the completion of Phase
4.
2. 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.
M 3. COMPENSATION.
M
Z The City shall pay Consultant a fixed fee of$49,840.00 ("Fee") for all services performed in
M 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
z costs and all travel expenses. Consultant shall invoice City on a monthly basis in two equal installments.
Provided that Consultant is not in default of this Agreement, City shall pay the first two installment
M
Professional Services Agreement with
Hagerty Consulting for Emergency Management Plan Update Project—Annex B and Annex I OFFICIAL RECORD
Page 1 of 11 CITY SECRETARY
FT- WORTH, TX
invoices within 30 days after receipt of the invoice from Consultant. The third and last installment
invoice shall be paid within 30 days of City's final acceptance of the work done by Consultant, which
shall be evidenced by written notice to Consultant of the final acceptance. 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 proceedings.
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 prior to the Expiration Date, the City
shall pay Consultant for services actually rendered up to the effective date of tenmination 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 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.
Professional Services Agreement with
Hagerty Consulting for Emergency Management Plan Update Proiect—Annex B and Annex 1
Page 2 of 11
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 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.
8. 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.
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
Professional Services Agreement with
Hagerty Consulting for EmerQena Management Plan Update Project—Annex B and Annex I
Page 3 of 11
INJURY,INCLUDING DEATH, TO ANYAND 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 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.
11. 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 commencetnent 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 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
Professional services Agreement with
Hagerty Consulting for Emergency Management Plan update Project—Annex B and Annex 1
Page 4 of 11
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 agreement.
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
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 Consultant's
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 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
Professional Services Agreement with
Hagerty Consulting for Emergency Management Plan Update Project—Annex B and Annex I
Page 5 of 11
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: To CONSULTANT:
City of Fort Worth Hagerty Consulting, Inc.
Attn: Charles Daniels Attn: Stephen H. Hagerty
1000 Throckmorton 1618 Orrington Avenue, Suite 201
Fort Worth,TX 76102-6311 Evanston, IL 60201
With a copy to:
City of Fort Worth
Attn: City Attorney
1000 Throckmorton
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.
Professional Services Agreement with
Hagerty Consulting for Emergency nagement Plan Update Project—Annex B and Annex I
Page 6 of 11
18. GOVERNING LAW/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.
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 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.
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 Agreement.
22. REVIEW OF COUNSEL.
The parties acknowledge that each party and, if desired, 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.
23. AMENDMENTS/MODIFICATIONS/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.
24. ENTIRETY OF AGREEMENT.
This Agreement, including the 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.
Professional Services Agreement with
Hagerty Consulting for Emergency Management Plan Update Proi ect—Annex B and Annex_ I
Page 7 of 11
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.
IN ITNESS EREOF,the parties hereto have executed this Agreement in multiples this d y
of ,2015.
CITY OF FORT WORTH: HAGERTY CONSULTING,INC.
By: By:
Assistant City Manager ame: Ste en H. age y
Title: President
Date: d/. 2L•�S'
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APPROVED AS TO FORM AN
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CONTRACT A THORIZATION:
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Date Approved: C'"INCRETART
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Professional Services Agreement with
Hagerty Consulting for Emergency Management Plan Update Project—Annex B and Annex I
Page 8 of 11
EXHIBIT A—Scope of Services
Technical Approach
Hagerty Consulting understands that an update of the EMP Annex B and Annex I is a top priority for the
City of Fort Worth OEM and therefore recommends performing this project with active participation by
the City of Fort Worth key stakeholders over a period of approximately eight weeks. This will ensure that
we meet the City's internal deadline of completion—March 1, 2015.
Hagerty proposes to conduct the City of Fort Worth EMP Update Project for Annex B and Annex I
through the use of following five-phased process, as outlined below:
Phase 1: EMP Project Initiation
Hagerty recognizes that the most essential part of every project is to establish how a client defines success
in the project engagement. During the EMP Project Initiation Meeting, Courtney Ring, the Hagerty
Project Manager (PM), and Corey Reynolds, the Hagerty EM Preparedness Consultant II, will discuss
with OEM staff how OEM defines success in addition to establishing project controls and processes for
managing the engagement and our relationship with the OEM.
The PM and the EM Preparedness Consultant II will review our proposed Project Management Plan
(PMP) with OEM and the assigned City of Fort Worth project sponsor to ensure that OEM concurs with
our project approach, associated timeline, and methods of communication outlined for the duration of the
project. The Hagerty team anticipates that the EMP Project Initiation Meeting will serve as the project
kick-off meeting and will last approximately one to two hours. The meeting will take place on-site at the
Joint Emergency Operations Center (JEOC). The PM will participate in the meeting via conference call,
while the EM Preparedness Consultant II will attend on-site and help to facilitate the meeting discussion.
During this meeting, the Hagerty team will request electronic copies of the EMP Basic Plan, Annex B,
and Annex I. Our team will discuss the City's satisfaction with the current EMP Basic Plan and annex
design and layout, as well as any areas of concern or desired changes that need immediate attention within
the plan. Our team is well aware that some significant changes may be needed, to include the removal of
Tarrant County from the annexes, as Tarrant County is now in the process of developing a County-
specific EMP. Hagerty will work with the OEM project sponsor and City's key stakeholders to determine
other recommended revisions and expansion to the annexes. Hagerty anticipates that Phase 1 of the
project will take place: January 5—9, 2015.
Project Execution and Reporting— For the duration of the project, the Hagerty Project Manager (PM),
Courtney Ring will monitor progress against the Project Management Plan. To effectively communicate
project progress and status, Hagerty will provide bi-weekly status reports to the City of Fort Worth
project sponsor and will conduct conference calls on an as needed basis.
Phase 2: Conduct assessment of EMP Annex B and Annex I
In order to gain a better understanding of the City of Fort Worth's existing EMP, the Hagerty team will
conduct an in-depth analysis of the current EMP Basic Plan, as well as Annex B and Annex I. Our team
will actively compare the current versions of these documents against the State of Texas approved
template, as well as federal guidance and requirements. Our team will work remotely during Phase 2, to
conduct this in depth analysis of the EMP. Hagerty anticipates that Phase 2 of the project will take place:
January 12— 16,2015.
Phase 3: Conduct series of EMP planning meetings and consultations
Once,the EMP review is completed, the PM will work with the Project Sponsor to set up a series of
planning meetings with individuals that have a role or responsibility as identified in the EMP Annex B
and Annex I. Hagerty assumes that each annex will require the need for a maximum of two on-site
planning meetings. In order to reduce redundant travel costs to the City, Hagerty will conduct the
planning meetings for Annex B and Annex I on the same business day or over consecutive days and
during the same on-site trip to the City of Fort Worth.
During Phase 3, Hagerty's intent is to get buy-in from OEM and the key stakeholders, as well as a clear
understanding of the City's desired changes to the particular annex. During this phase, our team will work
to gather the necessary information for annex update, expansion, and refinement. These meetings will be
facilitated by two Hagerty consultants and will take place at the JEOC. Hagerty anticipates that Phase 3 of
the project will take place: January 19—30, 2015.
Phase 4: Draft Annex B and Annex I
During Phase 4, the Hagerty team will work remotely to update Annex B and Annex I. The Draft and
Final annexes will follow the Texas Division of Emergency Management EMP Template and will be
consistent with NIMS and ICS.
Hagerty will develop the draft version of the documents and provide to the OEM Project Sponsor,
Emergency Management Coordinator (EMC), and annex-specific points of contact for review and
comment. The City of Fort Worth will have approximately one week to review the EMP annexes and
provide Hagerty with any recommended changes and/or comments. Hagerty anticipates that Phase 4 of
the project will take place: January 26—February 12,2015.
Phase 5: Finalize Annex B and Annex I
The City of Fort Worth will have from February 13 — 19, 2015 to review the draft annexes and provide
comments and feedback to the Hagerty Team, All final comments must be provided to the Hagerty Team
by close of business on February 19, 2015 for inclusion in the final version. Once comments and changes
from the City of Fort Worth are received,our team will snake all necessary edits and revisions to Annex B
and Annex I. Hagerty will provide the City of Fort Worth OEM will the final version of the EMP Annex
B and Annex I within four business days from receiving the City's comments.
Following plan finalization, Hagerty will provide the City of Fort Worth with two color, bound hard-
copies of the Final Annex B and Annex I. In addition, Hagerty will provide OEM with two CDs
containing electronic copies in both Microsoft Word and PDF of the final project deliverables.
The Hagerty team will conduct a final on-site EMP Annex Walk-through meeting with the City OEM and
key stakeholders to review the final versions of the City of Fort Worth EMP Annex B and Annex I. This
meeting will be conducted on either February 26, 2015 or February 27, 2015 at the JEOC and will last up
to two hours. During this meeting, Hagerty will review the newly revised annexes and discuss changes
made,planning components,roles and responsibilities, and maintenance schedule with participants so that
they have a clear understanding of the information contained within the newly revised EMP annexes.
Hagerty anticipates that Phase 5 of the project will take place: February 13—March 1, 2015.
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