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Contract 46688
CITY SECRETARY 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 Rudy Jackson, its duly authorized Acting Assistant City Manager, and TRUE NORTH EMERGENCY MANAGEMENT, LLC, (the "Consultant"), a Texas corporation, acting by and through Derrick P. Tucker, P.E., its duly authorized Senior Project Manager, each individually referred to as a"party"and collectively referred to as the"parties." CONTRACT DOCUMENTS: This Agreement is entered into in accordance with the cooperative purchasing agreement between the Houston-Galveston Area Council and Consultant, dated May 30, 2013, attached as Exhibit "E". The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A-Statement of Work plus any amendments to the Statement of Work 3. Exhibit B-Project Cost/Payment Schedule 4. Exhibit C-Milestone/Deliverable Acceptance Form 5. Exhibit D- Signature Verification Form 6. Exhibit E-Houston-Galveston Area Council Contract No. HP07-13 All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. The term "Consultant" or "Contractor" shall include the Consultant or Contractor, and its officers, agents, employees, representatives, servants, contractors or subcontractors. The term"City" shall include its officers, employees, agents, and representatives. M 1. SCOPE OF SERVICES. C-) M Consultant hereby agrees to provide the City with professional consulting services for the mpurpose of evaluating issues related to the City's ability to continue essential operations in the event that C:) daily operations were disrupted and to assist in the development of a Continuity of Operations Plan ("COOP") for. 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. N O 2. TERM. This Agreement shall commence upon the date that both the City and Consultant have executed this Agreement("Effective Date") and shall continue in full force and effect until project is complete and Consultant has obtained written approval issued by the City, unless terminated earlier in accordance with the provisions of this Agreement. OFFICIAL RECORD CITY SECRETARY Professional Services Agreement Revised September/.2013 City of Fort Worth/True North Emergency Management LLC FT.WORTH,TX 1 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $75,868.00 in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "B," 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 unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Convenience. 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 have been appropriated. 4.3 Breach. Subject to Section 29 herein, either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies set forth in Section 29. 4.4 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. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City information or data as a requirement to perform services hereunder, Consultant shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 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. 5.2 Confidential Information. Consultant, for itself and its officers, agents and employees, 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. 5.3 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. Professional Services Agreement Revised September!,20/3 City of Fort Worth/True North Emergency Management LLC 2 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, 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, or the final conclusion of any audit commenced during the said three years 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. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges and work performed under this agreement, 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. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY 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. B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO Professional Services Agreement Revised Septemberl, 2013 City of Fort Worth/True North Emergency Management LLC 3 CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, 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. C. COPYRIGHT INFRINGEMENT - Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this agreement. Consultant 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, and City agrees to cooperate with it in doing so. City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. If the software and/or documentation 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 software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate this agreement and refund to City the payments actually made to Consultant under this agreement. 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 of the Consultant under this Agreement prior to the effective date of 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 $1,000,000 Aggregate (b) Automobile Liability Professional Services Agreement Revised Septemberl, 10/3 City of Fort Worth/True North Emergency Management LLC 4 $1,000,000 Each occurrence on a combined single limit basis 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 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 and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability 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- VII 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. Professional Services Agreement Revised September!,2013 City of Fort Worth/True North Emergency Management LLC 5 (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 the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. Consultant agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this agreement will also 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 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. 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: City of Fort Worth True North Emergency Management, Attn: Rudy Jackson, Acting Asst. City Manager LLC/Neel-Schaffer, Inc. 1000 Throckmorton Attn: Derrick P. Tucker, P.E. Fort Worth, TX 76102-6311 512 Main Street, Suite 415 Facsimile: (817)392-8654 Fort Worth, Texas, 76102 Facsimile: (817)870-2489 Email: derrick.tucker@neel-schaffer.com With Copy to the City Attorney At same address 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. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. Professional Services Agreement Revised September/,20/3 City of Fort Worth/True North Emergency Management LLC 6 15. GOVERNMENTAL POWERSAMMUNITIES It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 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 Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to 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, 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, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision 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. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative of each party. Professional Services Agreement Revised Septemberl,2013 City of Fort Worthfrrue North Emergency Management LLC 7 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. 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 one and the same instrument. 25. WARRANTY OF SERVICES. The Consultant will perform services under this Agreement in a manner consistent with that standard of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. No other representation, express or implied, and no warranty or guarantee is included or intended in this Agreement or in any report, opinion, document, or otherwise. 26. MILESTONE ACCEPTANCE. Consultant shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City rejects the submission, it will notify the Consultant in writing as soon as the determination is made listing the specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably withheld. 27. DELETED BY AGREEMENT OF THE PARTIES 28. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. Professional Services Agreement Revised September],2013 City of Fort Worth/True North Emergency Management LLC 8 29. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, 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. 30. REPORTING REQUIREMENTS For purposes of this section, the words below shall have the following meaning: Child shall mean a person under the age of 18 years of age. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output, processing, storage, or communication facilities that are connected or related to the device. Computer technician means an individual who, in the course and scope of employment or business, installs, repairs, or otherwise services a computer for a fee. This shall include installation of software, hardware, and maintenance services. If Consultant meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography, Consultant shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children. The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Consultant to make the report required herein may result in criminal and/or civil penalties. Professional Services Agreement Revised Septemberl,2013 City of Fort Worth/True North Emergency Management LLC 9 31. 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. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Consultant whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "D" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. IN ' NESS WHEF OF, the parties hereto have executed this Agreement in multiples this day of 12 ACCEPTED AND AGREED: CITY OF FORT WORTH: NAME OF CONSULTANT: By: -Pu� 0-J, Rudy Jac n Acting Assistant City Manager N e: Derrick P. Tucker, P.E. Date: Title: Sr. Project Manager Date: /& ATT By. - Mary J.Kayser City Secretary APPROVED AS TO FORM AND LEGALITY: „ - ;r By: Leann Guzman Senior Assistant City Attorney CONTRACT AUTHORIZATION: M&C: C " a-?,?,4 Date Approved: /:2 f/� OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Professional Services Agreement Revised Septemberl,2013 City of Fort Worth/True North Emergency Management LLC 10 EXHIBIT A SCOPE OF WORK Executive Summary The following Executive Summary will provide a brief description of the True North team as well as a summary of the proposal hereby being provided for the City of Fort Worth COOP project. True North Emergency Management,LLC True North Emergency Management, LLC / Neel-Schaffer (the True North team) has a strong combination of local knowledge, emergency management experience, and commitment to the community. Our strengths together give us the capability to effectively respond to assist the City of Fort Worth in preparing for and responding to emergencies and disasters. Our staff's extensive experience with planning, training, and exercises will be valuable in the successful completion of this project for the City of Fort Worth,Texas. Neel-Schaffer has been in business since 1983. Neel-Schaffer has approximately 420 full- time employees. In 2010 Neel-Schaffer reorganized its emergency management activities and formed True North Emergency Management. This was done in order to enable in-house subject matter experts in Emergency Management focus on emergency preparedness and response services to its clients. Services provided by True North include Emergency Management planning, training, and exercise services related to comprehensive, all-hazards mitigation, preparedness, response, and recovery. This includes Continuity of Operations Plan (COOP) development and support. Our top priorities include client satisfaction and customized services to fit client operations. We are able to draw on the financial and personnel resources of Neel-Schaffer, while concentrating on emergency management services. Dependent on the need of the client, True North Emergency Management has the reach-back capability to resources within Neel-Schaffer. Professional Services Agreement Revised September!.2013 City of Fort Worth/True North Emergency Management LLC 11 1.0 ProposalSummary True North Emergency Management understands that the City of Fort Worth Continuity of Operations Plan (COOP) Program is a critical program that provides technical guidance and assistance for City departments to ensure the continued performance of essential functions following a large-scale disaster or emergency. To achieve success with the COOP Program, it is essential that the Program include input from all City Departments in order to ensure that their critical functions can recover and continue to serve the citizens and businesses in the City of Fort Worth. True North will develop the City of Fort Worth COOP Program with an all-hazards approach in mind. True North will develop a COOP Program that will meet or exceed all requirements set forth by the City of Fort Worth by ensuring that the COOP is consistent with the following requirements and guidance: • Federal Emergency Management Agency Continuity Guidance Circular 1 (CGC 1)— Continuity Guidance for Non-Federal Entities; • Federal Emergency Management Agency Continuity Guidance Circular 2(CGC 2) - Continuity Guidance for Non-Federal Entities: Mission Essential Functions Identification Process; • Homeland Security Presidential Directive 8; • National Incident Management System(NIMS); • Emergency Management Accreditation Program(EMAP); • Preparedness Standards for Emergency management in Texas(TDEM-100); • State of Texas Government Code Chapter 418-Emergency Management; Section 418.110 1, Plan for Continuity of Functions. The COOP Program will also be consistent with elements of the City of Fort Worth Comprehensive Emergency Management Plan (CEMP) and the City of Fort Worth Hazard Mitigation Action Plan(HMAP). The City of Fort Worth COOP will consist of a Basic Plan and nineteen (19) departmental annexes. It is understood that the City of Fort Worth COOP Program is a multi-year program. This proposal only covers tasks to be completed during the first year of the City COOP Program. The proposed methodology for the first year of the City COOP Program is broken into five (5) phases. These phases are as follows: Phase 1 -Project Initiation and Review of Current Plans and Procedures Professional Services Agreement Revised September 1,2013 City of Fort Worth/True North Emergency Management LLC 12 Phase 2 - Establishment of the overall COOP program to include development of initial COOP framework. Phase 3- COOP Gap Analysis to include surveys and interviews with City departments to define the critical government operations so that critical processes and resources are identified. Phase 4 - Development of Draft COOP / COG Plans for Emergency Management, Finance, Information Technology, and other department agency defined by the City COOP Coordinator. Phase 5 - Finalize the COOP / COG Plans for Emergency Management, Finance, Information Technology,and other department agency. It is planned that some tasks associated with these Phases will occur simultaneously as to allow for an efficient and successful completion of the elements put forth herein. The Technical Approach for each of the Phases listed above is as follows: 2.0 Technical Response Phase 1-Project Initiation and Review of Current Plans and Procedures 2.1 True North shall schedule and conduct a Kickoff Meeting with the City of Fort Worth Coordinator and other COOP project team members as deemed necessary by the City of Fort of Worth. The purpose of the Kickoff Meeting will be to: a. Identify Points of Contact(POCs)for the City of Fort Worth and True North for the purpose of project coordination. b. Obtain departmental POCs for the 19 agencies for whom the COOPs shall be developed during the multi-year COOP Project. c. Confirm Scope of Work, Schedule, and Deliverables d. Identify existing Plans and Procedures to be reviewed 2.2 True North shall develop a review all existing City plans and procedures related to COOP and provide written recommendations for any changes to strengthen them. A written report of these recommendations shall be provided to the City of Fort Worth COOP Coordinator. 2.3 True North shall conduct two(2)two-hour COOP training sessions for City departments participating in the COOP project. The content of the training shall include: a. Introduction to COOP; b. Purpose of the COOP; c. Benefits of local agencies having a COOP; d. Steps of COOP Development; e. Information to be included in the COOP Professional Services Agreement Revised September/,20/3 City of Fort Worth/True North Emergency Management LLC 13 f. Discussion and instructions for departmental handouts g. Maintaining the COOP h. Discussion of upcoming COOP Survey; i. Questions and Answers 2.4 True North shall provide the City of Fort Worth COOP Coordinator with copies of all PowerPoint presentations that are used in the training, as well as copies of all handouts that are distributed to departments. Phase 2 - Establishment of the overall COOP program to include development of initial COOP framework. 2.5 True North shall develop a draft outline for the City of Fort Worth COOP and submit it to the City COOP Coordinator for review and approval. 2.6 True North shall develop a draft overall schedule / strategy for the City of Fort Worth COOP program. This schedule shall cover multiple years and shall include: a. Departments to have COOP developed(each year); b. COOP Training to be delivered; c. COOP Exercises to be delivered. Phase 3 - COOP Gap Analysis to include surveys and interviews with City departments to define the critical government operations so that critical processes and resources are identified. 2.7 True North shall develop a draft COOP survey to be administered to all City Departments to identify gaps that may exist in Departmental Continuity of Operations Planning. 2.8 Upon approval of the COOP survey by the City COOP Coordinator, True North shall assist the City of Fort Worth in determining the best methodology for administration of the surveys. 2.9 True North shall hold one day of on-site technical assistance for departments who have questions regarding the survey. True North will provide technical assistance to City Departments throughout the survey period. However, this will be the only day of on-site assistance with the survey. If needed, additional days can be scheduled in order to achieve complete survey results. 2.10 True North shall use the results of the surveys to develop an overall COOP gap analysis. These results shall be put into a report format and submitted to the City of Fort Worth COOP Coordinator for review. Professional Services Agreement Revised Septemberl.2013 City of Fort Worth/True North Emergency Management LLC 14 Phase 4 - Development of Draft COOP Plans for Emergency Management, Finance, Information Technology,and other department agency defined City COOP Coordinator. It is understood that during the first year of the project, that Continuity of Operations Plans will only be developed for Emergency Management, Finance, Information Technologies, and one other department agency. Other departmental COOPS when be completed in subsequent years. 2.11 True North will use information provided in the Departmental Surveys to begin development of COOPS for the following Departments: a. Emergency Management b. Information Technology c. Finance d. One other department as determined by Emergency Management 2.12 True North will schedule two hour departmental meetings with each department to discuss the department-specific COOP elements and information gaps that may have been discovered during the departmental surveys. Items to be discussed and/or reviewed in departmental meetings include: a. Lines of Succession/Notification List b. Pandemic Flu Considerations(awareness,staffing,alternate staffing) c. Internal/External Communications Procedures d. Vendor List e. Assignment of Recovery Procedures f. Identification of Alternate Facilities g. Drive Away Kit/Go Box Inventory h. Prioritized List of Essential Functions i. Prioritized List of Equipment and Vital Records j. Essential Records Management k. Evacuation and Relocation Procedures I. Procedures for Return to Primary Site / Facility and Reconstitution of Services m. COOP Testing,Training,and Exercise Schedule n. COOP Maintenance Schedule 2.13 Prior to development of the aforementioned COOPS, True North shall develop a draft COOP Testing and Training Plan, as well as a COOP Implementation Plan, to be reviewed and approved by the City of Fort Worth COOP Coordinator. Once approved, these Plans shall be included in the draft City of Fort Worth COOP. 2.14 True North shall compile all information from the above draft into a draft COOP and submit the draft COOP to the City of Fort Worth COOP Coordinator for review. This draft shall also contain checklists /job aids that will assist in the completion of tasks during a COOP activation. Professional Services Agreement Revised September].2013 City of Fort Worth/True North Emergency Management LLC 15 Phase 5 - Finalize the COOP/COG Plans for Emergency Management, Finance, Information Technology,and other department agency. 2.15 After a five (5) business day review period by the City of Fort Worth, True North shall make revisions to the COOP and submit the newly revised draft COOP to the City of Fort Worth COOP Coordinator. 2.16 True North shall provide all required and proposed deliverables to the City of Fort Worth. This shall include 5 copies of the COOP in MS Word on CDs, and five (5) printed copies of the COOP. It is understood that this document will be added to in subsequent years as additional departmental COOPS are completed. 2.17 True North shall conduct a Phase Completion Meeting with the City of Fort Worth COOP Coordinator. 3.0 Deliverables 3.1 True North shall provide the City of Fort Worth COOP Coordinator bi-weekly reports on project progress. 3.2 True North shall provide the City of Forth COOP Coordinator copies of all files, meeting minutes,and planning documents. 3.3 True North shall provide periodic drafts of the COOP to the City of Forth COOP Coordinator for review. 3.4 True North will develop a comprehensive COOP Plan for the City of Fort Worth departments mentioned above. These COOP shall contain checklists /job aids to assist effective and efficient completion of tasks during a COOP activation. 4.0 Assumptions 4.1 There will be one primary project POC from City of Fort Worth. 4.2 Any major changes in project scope or delivery timelines will be coordinated in writing between the City of Fort Worth and True North Emergency Management 4.3 The City of Fort Worth will provide electronic copies (or hard copy if electronic is not available)of existing and supportive COOP documents. 4.4 The City of Fort Worth will provide facilities,as needed, for meetings and training. 4.5 The City of Forth will provide feedback solicited from draft documents and/or meetings to True North Emergency Management within five(5)business days. 4.6 The City of Fort Worth will designate a Point of Contact for each department / agency head to be involved in the COOP development 4.7 True North Emergency Management will provide one project Point of Contact (Project Professional Services Agreement Revised September],2013 City of Fort Worth/True North Emergency Management LLC 16 Manager) for communications with the City of Fort Worth for the purposes of this project. 4.8 True North shall develop all documents and support materials for the City of Fort Worth in Microsoft Word. 4.9 It is understood by both parties that variables can present themselves that could delay the completion of this project. Such variables include threatening or actual disasters, or a change in the Scope of Work. Any such delays will be discussed between True North Emergency Management and the City of Fort Worth, and any agreement to changes to timelines will be made in writing. Professional Services Agreement Revised Septemberl, 2013 City of Fort Worth/True North Emergency Management LLC 17 EXHIBIT B PROJECT COST/PAYMENT SCHEDULE True North Emergency Management is available to the City of Fort Worth through the H-GAC Buy program. True North's vendor number is#1213. Our services are available via Contract#HP07-13. True North Emergency Management is proud to offer support to the City of Fort Worth, Texas for the development of a City Continuity of Operations Plan (COOP) Program, to include completion of four (4)COOP Plans. This project shall be offered to the City of Fort Worth at a Fixed Price in the amount not to exceed$75,868.00. The cost break down for this project is as follows: True North Project Cost Using H- AC Rates City of Fort Worth O' Program Project Emergency Sr.Project Estimated Travel Total Cost Planner @ Manager and/or Expense Cost $84/hr. @$155/hr. Phase I -Project Initiation and Review of Current Plans and Procedures. Work Hours 196 148 Cost 1 $8,064 1$7,440 1 $4,640 $20,144.00 Phase 2-Establishment of the overall OO' program OO' Work Hours 36 4 Cost 1 $3,024 $620 Iso 1 $3,624.00 ' OO' Gap Analysis to include surveys and interviews with City departments to derine the critical government operations so that critical processes and resources are Work Hours 196 28 Cost 1 $8,064 1 $4,340 Iso 1 $12,404.00 Phase 4-Development of Draft COOP Plans for Emergency Management,Finance, Information Technology and other department agency defined City COOP Coordinator. Work Hours 1224 142 Cost 1 $18,816 1 $6,510 1 $2,820 1 $28,146.00 Phase 5- Finalize the OO' /COG Plans for Emergency Management,Finance, Information Technology, Work Hours 60 32 Cost 1 $5,040 $4,960 $1,550 $11,550.00 TOTAL $75,868.00 PROJECT COST Professional Services Agreement Revised September],2013 City of Fort Worth/True North Emergency Management LLC 18 This project shall be invoiced in three separate installments as follows: D. Invoice 1 Completion of project initiation and review of current plans and procedures; Establishment of the overall COOP program to include development of initial COOP framework. (Phases I and II). Cost: $23,768.00 E. Invoice 2 Completion of COOP Gap Analysis to include surveys and interviews with City departments to define the critical government operations so that critical processes and resources are identified; Development of Draft COOP Plans for Emergency Management, Finance, Information Technology, and other department agency defined City COOP Coordinator. (Phases III and IV). Cost: $40,550.00 F. Invoice 3 Finalization of the COOP / COG Plans for Emergency Management, Finance, Information Technology,and other department agency. (Phase V). Cost $11,550.00 G. TERMS AND CONDITIONS True North Emergency Management offers to provide this scope of work to the City of Fort Worth on a Firm-Fixed Price basis. True North shall begin this Scope of Work upon receipt of a task order. Payment terms shall be Net-30. Professional Services Agreement Revised September],20/3 City of Port Worth/True North Emergency Management LLC 19 EXHIBIT C MILESTONE/DELIVERABLE ACCEPTANCE FORM Services Delivered: Milestone/Deliverable Ref. #: Milestone/Deliverable Name: Unit Testing Completion Date: Milestone /Deliverable Target Completion Date: Milestone /Deliverable Actual Completion Date: Approval Date: Comments(if needed): Approved by Consultant: Approved by City Department Director: Signature: Signature: Printed Name: Derrick P. Tucker, P.E. Printed Name: Title: Sr. Project Manager Title: Date: Date: For Director Use Only Contracted Payment Amount: Adjustments, including penalties: Approved Payment Amount: Professional Services Agreement Revised September/,2013 City of Fort Worth/True North Emergency Management LLC 20 EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: True North Emergency Management, LLC Legal Address: 512 Main Street, Suite 415 Fort Worth, Texas 76102 Services to be provided: Professional planning services providing the development of a Continuity of Operations Plan for the City of Fort Worth. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name: Derrick P. Tucker, P.E. Position: Sr. Project Manager SigrfaEure 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature of President /CE-0 Other Title: enio Engineer Manager Date: S G ?o tV111 Professional Services Agreement Revised September 1, 2013 City of Fort Worth/True North Emergency Management LLC 21 EXHIBIT E HGAC CONTRACT Professional Services Agreement Revised September],2013 City of Fort Worth/True North Emergency Management LLC 22 HOUSTON-GALVESTON AREA COUNCIL June 6, 2013 K.Nelson Lucius, PE True North Emergency Management, LLC 512 Main Street, Suite 415 Fort Worth, TX 76102 Dear Mr. Lucius: RE: CONTRACT NO. HP07-13 FOR THE SUPPLY OF ALL HAZARDS PREPAREDNESS, PLANNING, CONSULTING AND RECOVERY SERVICES Enclosed is the completely executed contract for 14P07-13 for your files. Please be advised that your vendor number is #1213 and also serves as your password for the HGACBuy website. Visit our website at: www.h ag cbuy.org to schedule your vendor orientation. Should you require any further information concerning this contract please call me at 713-499-6663. Sincerely, 7a"V"wi rf Tammy Metty Contract Coordinator H-GAC Cooperative Purchasing Program Enclosures Mailing Address Physical Address PO Box 22777 3555 Timmons Lane,Suite 120 Houston,Texas 77227-2777 Houston,Texas 77027 Phone 713-627-3200 Phone 713-527-3200 All Hazards Preparedness.Planning.Consulting And Recovery Services Page 1 of 4 A CONTRACT BETWEEN HOUSTON-GALVESTON AREA COUNCIL Houston,Texas AND TRUE NORTH EMERGENCY MANAGEMENT,LLC Fort Worth,Texas 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, True North Emergency Management,LLC.,hereinafter referred to as the CONTRACTOR,having its principal place of business at 512 Main Street,Suite 415, Fort Worth,Texas 76102. ARTICLE 1: SCOPE OF SERVICES The parties have entered into a All Hazards Preparedness,Planning,Consulting And Recovery Services Contractto become effective as of June 1, 2013, and to continue through May 31, 2016 (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 All Hazards Preparedness,Planning,Consulting And Recovery Services offered by the CONTRACTOR. The CONTRACTOR agrees to sell All Hazards Preparedness,Planning,Consulting And Recovery 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 Terms and Conditions 3. Proposal Specifications No:HP07-13, including any relevant suffixes 4. CONTRACTOR's Response to Proposal No: HP07-13,including but not limited to,prices and options offered All 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 parties. 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,issuances, 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 making CONTRACTOR the agent, servant or employee of H-GAC, the State of Texas or the United States Government. Employees of CONTRACTOR are subject to the exclusive control and supervision of CONTRACTOR. CONTRACTOR is solely responsible for employee payrolls and claims arising there from. 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 this Contract and that the term of said Agreement may exceed the term of the H-GAC Contract. However this acknowledgement is not to be construed as H-GAC's endorsement or approval of the End User Agreement terms and conditions. CONTRACTOR agrees not to offer to, agree to or accept from END USER any terms or conditions that conflict with or contravene those in CONTRACTOR's H-GAC contract. 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 User Agreements surviving termination of this Contract between H-GAC and CONTRACTOR. H:\CONTRACTSWJI Hazards Preparedness,Planning,Consulting And Recovery Services\True North Emergency Management,LLCHP07-13 19 All Hazards PMUgMdness, Planning.Consulting And Recovery Services Parte I of 4 ARTICLE 7: SUBCONTRACTS&ASSIGNMENTS CONTRACTOR agrees not to subcontract,assign,transfer,convey,sublet or otherwise dispose ofthis Contractor any right,title,obligation 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 S: 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 under this Contract. H-GAC,through its staff or its designated public accounting firm,the State of Texas,or the United States Goverment shall have the right at any reasonable time to inspect copy and audit those records on or off the premises of CONTRACTOR. Failure to provide access to records maybe cause for termination of this 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,audit or 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 retained. 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 subcontract or until 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 REQUIREMENTS CONTRACTOR agrees to submit reports or other documentation in accordance with the General Terns 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 otherwise 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 same or substantially the same products/services offered to H-GAC on a basis that provides prices,warranties, benefits,and or terms more favorable than those provided to H-GAC,CONTRACTOR shall notify H-GAC within ten(10)business days thereafter of that offering and this Contract shall be deemed to be automatically amended effective retroactively to the effective date ofthe 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 shall be deemed null and void. If CONTRACTOR is of the opinion that any apparently more favorable price,warranty,benefit,or term charged 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 offerwhich has been deemed 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 terns to H- GAC. The Parties accept the following definition of routine:A prescribed,detailed course of action to be followed regularly;a standard procedure. EXCEPTION. This clause shall not be applicable to prices and price adjustments offered by a bidder,proposer or contractor,which are not within bidders/proposer's control(example; a manufacturer's bid concessionf, or to any prices offered to the Federal Government and its agencies. ARTICLE 11: SEVERABILITY All parties agree that should any provision of this Contract be determined to be invalid or unenforceable,such determination shall not affect any other term of this 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 decided 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 receipt 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 the Executive Director after any such rehearing shall be final and conclusive. CONTRACTOR may,if it elects to do so,appeal the final and 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. H:\CONTRACTS\All Hazards Preparedness,Planning,Consulting And Recovery Services\True North Emergency Management LLCHP07-13 19 Al!H rdc PrQngrgdnac,�' ttn(ngi rnngisl>fittg 4gt i�grOyery Service.9 1Pa:tG 3 of 4 ARTICLE 13: LIMITATION OF CONTRACTOR'S LIABILITY Except as specified in any separate writing between the CONTRACTOR and an END USER,CONTRACTOR's total liability under this Contract,whether for breach of contract,warranty,negligence,strict liability,in tort or otherwise,but excluding its obligation to indemnify H-GAC described in Article 14,is limited to the price ofthe 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 loss of use,loss of time,inconvenience,commercial loss,lost profits or savings or other incidental,special or consequential damages to the full extent such use may be disclaimed by law. CONTRACTOR understands and agrees that it shall be liable to repay and shall repay upon demand to END USER any amounts determined by H-GAC,its independent auditors,or any agency of State or Federal government to have been paid 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 profits or savings or other incidental,special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees,to 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 result 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 ofCONTRACTOR to comply with the terms and/or conditions ofthe Contract;provided that H-GAC shall give CONTRACTOR written notice specifying CONTRACTOR'S failure. If within thirty(30) days after receipt of such notice, CONTRACTOR shall not have either corrected such failure, or thereafter proceeded diligently to complete such correction,then H-GAC may,at its option,place CONTRACTOR in default and the Contract shall terminate on the date specified in such notice. 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 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 other. CONTRACTOR may be entitled to payment from END USER for services actually performed;to the extent said services are satisfactory 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 or in connection with this Contract shall lie exclusively in Harris County,Texas. Disputes between END USER and CONTRACTOR are to be resolved in accord with the law and venue rules of the 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 not limited to,the payment of the applicable H-GAC order processing charge. On notification from an END USER that an order has been placed with CONTRACTOR,H-GAC will invoice CONTRACTOR for the applicable order processing charge.Upon delivery of any product/service by CONTRACTOR and acceptance by END USER,CONTRACTOR shall,within thirty(30)calendar days or ten(10) business days after receipt of payment,whichever is less,pay H-GAC the full amount of the applicable order processing charge,whether or not CONTRACTOR has received an invoice from H-GAC. For sales made by CONTRACTOR based on this contract,including sales 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-GAC Interlocal Contract. H-GAC reserves the right to take appropriate actions including, but not limited to, contract termination if CONTRACTOR fails to promptly remit H-CAC's order processing charge. In no event shall H-GAC have any liability to CONTRACTOR for any goods or services an END USER procures from CONTRACTOR. H:\CONTRACTS\All Hazards Preparedness,Planning,Consulting And Recovery Services\True North Emergency Management,LLCHP07-13 19 All Hazards Preparedness,Planning.Colnsultial And Recovery Services Page 4 of 4 ARTICLE 20: LIQUIDATED 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 atthe request ofEND 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 ofthe 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 USER 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 fl-GAC,in writing,ofANY change in ownership,control,dealership/franchisee status,Motor 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 shal I 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 REQUIRED BY TEXAS MOTOR VEHICLE BOARD IIFAPPLICABLEj CONTRACTOR will for the duration of this Contract maintain current licenses that are required by the Texas Motor Vehicle Commission 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 Contracttobe executed by their duly authorized representatives. Signed for Houston-Galveston Area Council,Houston,Texas: tive Director Attest for Houston-Galveston Area Council,Houston,Texas: v Dcidre Vick,Directof otfuhlic ' ices Date: 3�' 20-13 Signed for True North Emergency Management,LLC �y) Fort Worth,Texas: /� pp //' / Printed Name&Title: 6,1 u C/u ! , 10A At G9 4e1 Date: Attest for True North Emergency Manage t,L Fort Worth,Texas: 7- Printed Name&Title: r _ /(Y1_` C �' r S� cr��dr Date: "J ,20� H:XCONIRACPS\All Hazards Preparedness,Planning,Consulting And Recovery Services\True North Emergency Management,LLCHP07-13 19 Revised Attachment A True North Emergency Management, LL.0 All Hazards Preparedness, Planning, Consulting Arid Recovery Services Contract No. HP07-13 The All Hazards Preparedness, Planning Consulting and Recovery Services (for Sei urit,, disaster preparedness, and emergency response and recovery) provided tender this contract, and the allowable charges for those services, shall be per contfactor's proposal submitted March 12, 2013 in response to H-GAC Request For ProposalsHP07-13. Services Included: Mitigation Grant Program Services True North Emergency Management Staff have experience in helping clients in developing grants for the Following mitigation grant progranis: Hazard Mitigation Grant Program (TA""tGP) Repetitive Flood Clainis Program Grant • Flood l`•tirigation Assistance Grant(t MAP) True North Emergency Management's Hazard Mitigation Grant Services can be coupled with the Public Assistance Grant Services mentioned below iii a post-disaster scenario. t<,mervency Management and Homeland Security Grant Service_, Along with all-hazards mitigation grants mentioned above, True North Emergency management assists its clients in developing Emergency Managctncrt and Homeland Security grants for both preparedness and recovery needs_ Examples of potential brant programs include: •Emergency :\•lana�'ernent Perfminuncc Grant(L-:.\•IPG) Urban Area Securiry Initiative(U,ASi) Sidle Homeland Security Program (SHSP) Tribal i Iornetand Secariry Grant Prograni(TT 1)GP) Nonprofit Security Grant Prngrani (NGSP) True worth Emergency Managcnienl also provides Public Assislance Grani Services under the FEMA Pubiic Assistance program. This is discussed below. Comprehensive Emergency Management Planning Services True North Emergency Management stalTmemher.s have extensive experience in developing custom and cost-effective plans and Standard Operatuig Procedures. I'liese include: Emergency Operations Plans r'Cnmprehensive Emergency T\4anagemcni Plans I Tazard-Specific Plans Debris .Management Plans Capability Assesstnents • PUbliC Outreach Plans Sheller[Tans •National incident\•Ianagerrrent Sysrenl (\WAS) Implementation Plnns True North Emergency Management will ensure all plans that are developed for clients are compliant with applicable state and federal regulations, to include National Incident Management System(NIMS), Emergency Management Accreditation Program (EMAP), and FEMA Community Preparedness Guide (CPG) 101. Continuity of Operations and Continuity of Government Planning Services True North Emergency Management has experience in developing Continuity of Operations Plans (COOPs)and Continuity of Government plans(COG).True North Emergency Management has a COOP Professional Continuity Practitioner on staff to oversee all COOP and/or COG plan projects.True North Emergency Management understands the requirements for the development of COOP and COG Plans set forth under the Federal Emergency Management Agency(FEMA) Continuity Guidance Circular 1, Continuity Guidance for Non-Federal Agencies(CGC-1). Elements includes in each COOP and/or COG plan include: •Readiness and Preparedness Actions •Plan Activation and Relocation Procedures •Continuity Operations •Reconstitution Procedures True North Emergency Management works with its clients to ensure that a customized and functional COOP and/or GOG plan is developed by including client stakeholders in the planning process to ensure buy-in and understanding of the elements of the COOP and/or COG plan. Risk and Vulnerability Assessment Services True North Emergency Management offers Risk and Vulnerability Analysis services to its clients. This service is typically included in many planning projects,but can be a stand-alone service.True North Emergency Management takes an all-hazards approach to Hazard Risk and Vulnerability Assessments. True North Emergency Management will work with its clients to identify the likelihood of particular hazards affecting their jurisdiction or organization. Once this is complete,True North Emergency Management will work with the client to determine the overall impacts of a hazard on life, property,and the environment. True North Emergency Management has updated its Hazard Risk and Hazard Vulnerability services to incorporate the methodologies set forth in FEMA's Threat and Hazard Identification and Risk Assessment Guide(THIRA). This will ensure updated and comprehensive Risk and Vulnerability Assessment services for True North Emergency Management clients. All-Hazards Training Services True North Emergency Management understands the criticality of training clients in order to empower them to do their jobs effectively and efficiently.True North offers various training courses for its clients to include courses related to: •Debris Monitoring and Management •National Incident Management System(MMS) •Emergency Operations •Impact and Damage Assessment •Public Outreach •Departmental Strategy Development •Hazard Mitigation •Continuity of Operations/Continuity of Government •Gcneral Emergency Management True North Emergency Management will work with its clients to customize classes and delivery to ensure that the material being delivered is most effective for the clients and their training objectives. All-Hazards Exercise Services True North staff understands client needs to drill or exercise plans in part or in their entirety.This is necessary in order to define gaps in capabilities and/or processes before and emergency or disaster occurs so that they can be corrected. True North Emergency Management can provide the following services to its clients: •Drills •Tabletop Exercise(TTX)Services •Functional Exercise(FX)Services •Full-Scale Exercise(FSX) Services •Exercise Evaluation •After Action Meeting and Reporting Departmental/Organizational Strategies True North Emergency Management understands Emergency Management from both the public sector and private sector. True North will work with its clients in developing a Department or Organization Strategy that will be customized and will illustrate the accomplishments, current projects,and future direction of the client's agency. True North's Emergency Management will work with its clients to develop goals and objectives based on current and anticipated resources.These goals and objectives will be based on current standards and requirements, as well as a desired direction that the client would like to take their organization.Trac North Emergency Management will further assist clients by determining capabilities for meeting set goals,which can help clients outline future funding priorities.Additionally,True North will assist clients in developing a preliminary work plan in order to achieve the set goals and objectives. Emergency Operations Staff Augmentation Services True North Emergency Management offers Emergency Operations staff augmentation services to its clients both in"peacetime"as well as during disasters.True North Emergency Management understands that many Emergency Management offices and organizations are understaffed,particularly in a post- disaster scenario.True North Emergency Management staff has experience in Emergency Operations Center environments in a variety of roles.These roles include: Incident Commander •Emergency Manager •Emergency/Disaster Operations •Planning •Data Collection and Maintenance True North Emergency Management offers these services on a pre-event contract basis to its clients. Impact and Damage Assessment Staff Augmentation True North Emergency Management provides Impact and Damage Assessment services to its clients. Following a disaster, it is critical that jurisdictions and organizations understand how the disaster has affected them.This includes determination of how infrastructure,critical services and facilities, businesses, residents and the environment have been affected. The Damage Assessment Services provided by True North Emergency Management are designed to take a more detailed look at exact damages.True North Emergency Management will work with clients to develop detailed reports on damages. This information can Then be used in the Public Assistance process to begin the development of Project Worksheets. True North Emergency Management offers these services on a pre-event contract basis to its clients. FEMA Public Assistance Grant Services True North Emergency Management has experience in assisting its clients through the Public Assistance Grant process. True North can assist clients by capturing data and eligible costs that can be used to develop projects to be put onto a Project Worksheet(PW).True North Emergency Management can assist with initial estimates as well as final actual costs related to each project in the client PA process.Services included in True North's Emergency Management services include: •Project Scope Development •Direct Administrative Cost Assistance •Project Cost Estimation Documentation •Small and Large Project Development •Construction Inspection •Hazard Mitigation Project Review,Development,and Support •Reconciliation and Reimbursement Services •Data Collection and Dissemination Grant Closeout Services •Audit Assistance True North Emergency Management can also assist clients maximize FEMA reimbursement from previous disaster.True North has experience in reviewing Project Worksheets,and their associated documentation,to determine if all eligible costs have been captured. In cases where it has not,True North Emergency Management will work with its clients to submit additional eligible costs to FEMA to get reimbursement. Disaster Debris Removal Monitoring True North Emergency Management has extensive experience in monitoring the removal of disaster generated debris.True North has monitored debris removal following all types of disasters including tornadoes,hurricanes, floods,straight line winds and severe winter storms.True North has assisted with FEMA and other financial recovery of hundreds of millions of dollars for communities affected by disasters. True North has developed a proprietary data base and electronic ticketing system to improve the accuracy and efficiency of debris removal monitoring_This system is independent and does not depend on cell tower communications or the electric power grid.The data base generates automatic reports on detail and summary level debris removed, types of debris, hazards mitigated,disposal,etc.The extensive North Track data base is very helpful in reconciling and validating contractor invoices for payment. Private property Debris Removal and Structure Demotitiom Monitoring True North Emergency Management has provided Private Property Debris Removal (PPDR)and structure demolition monitoring to numerous communities.PPDR debris removal is documented on a per property basis and includes photo and GPS documentation.True North has assisted clients with property identification,verification,hazard assessment,environmental/historic review, and all phases of FEMA approval. Our experience includes assistance with documentation and FEMA approval for both PPDR and structure demolition for numerous communities. Our services include initial inspections of demolition properties, including hazard identification,site sketches, photos,and GPS coordinates. We perform similar inspections following demolition to verify all threats have been removed before reviewing and recommending payment of contractor invoices. Marine Debris Removal Monitoring True North has extensive experience in monitoring the removal of marine debris following major hurricanes.True North developed procedures for marine debris monitoring that were approved by FEMA for tracking and documenting all phases of marine debris and vessel removal.These procedures include documenting targets visited,debris removed,boat to boat transfers of debris,extraction point activity, DMS management, Vessel Site management, recycling,and final disposal. Disaster Debris Management Planning True North has experience in developing Disaster Debris Management Plans(DDMP). Our extensive debris management allows us to help each community develop an individual plan to meet their specific needs.Approved DDMPs allow communities to receive additional FEMA reimbursement in the event of a disaster. A well developed plan greatly improves a community's response to any disaster.True North visits with each major stakeholder to incorporate their input and specific needs. We have electronic tools to assist with plan development,hosting and updating, but the heart of the plan is developed to meet individual community needs, not a fill in the blank"cookie cutter"program. RATES HGACBuy 2013 Proposal Rates DEBRIS MONITORING PROGRAM HOURLY RATES Low High Position Hourly Rate Hourly Rate Administrative $28.00 $33.00 Data Entry Clerk $28.00 $33.00 Call Center Staff $28.00 $33.00 Collection Monitor $37.00 $45.00 Disposal Site Monitor $37.00 $45.00 Roving Monitor $37.00 $45.00 Electronic Ticket Unit $5.00 $5.00 Scheduler/Expeditor $37.00 $45.00 Field Supervisor $57.00 $67.00 GIS/Environ.Specialist $57.00 $67.00 Debris Specialist $77.00 $87.00 Proj/Ops/Data Manager $77.00 $87.00 EMERGENCY MANAGEMENT/RECOVERY HOURLY RATES ;�/� . LOW High Position Hourly Rate Hourly Rate Sr.Administrative $54.00 $64.00 Administrative $42.00 $52.00 Sr. EM Instructor $150.00 $170.00 EM Instructor $120.00 $140.00 Sr.EM Planner $150.00 $170.00 EM Planner $80.00 $90.00 Sr. EM Exercise Specialist $150.00 $170.00 EM Exercise Specialist $80.00 $90.00 Sr.PA Consultant $150.00 $170.00 PA Consultant $120.00 $140.00 Estimator/Scheduler II $120.00 $140.00 Estimator/Scheduler 1 $70.00 $80.00 Eng.Tech./Inspector III $95.00 $105.00 Eng.Tech./Inspector 11 $65.00 $75.00 Sr.Database Mgr./IT Spec. $120.00 $140.00 Database Mgr./IT Spec. $65.00 $75.00 Sr.Project Manager $150.00 $170.00 Project Manager $120.00 $140.00 Sr. Program Manager $175.00 $195.00 Program Manager $150.00 $170.00 Expenses will be billed at GSA rates. Third party sub-consultants and expenses will be billed at actual cost plus 10%,for processing and administrative costs. AC R& CERTIFICATE OF LIABILITY INSURANCE F DATE(MMIDD/YYYY) 4/28/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Betty Pickett Arthur J.Gallagher Risk Management Services, Inc. U . PHONE 601-956-5810 FAX 601-957-7098 P.O. Drawer 16447 E-MAIL betty-pickeft@ajg.com Jackson MS 39236-6447 tty-p' eft@ajg.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Lexington Insurance Company 19437 INSURED INSURER B:Travelers Propeq Casualty Co of A 25674 Neel-Schaffer Inc., Maptech, Inc., Soiltech INSURER C: Consultants,Inc;Premier Emergency Management,LLC, True North Emergency Mgmt,LLC INSURER D: P.0. Box 22625 INSURER E: Jackson MS 39225-2625 INSURER F: COVERAGES CERTIFICATE NUMBER: 1366000383 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ A AGE To-1CLAIMS-MADE OCCUR PREMISES Ea occurrenceb MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED Ea accident $ ANY AUTO BODILY INJURY(Per person) S ALL SSW IED SACTEDULED BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGF7_ HIRED AUTOS $ AUTOS Per accident $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTIONS $ B WORKERS COMPENSATION Y UB3E45895615 /1/2015 /1/2016 X AND EMPLOYERS'LIABILITY STATUTE ER YIN ANY PROPRIETOR/PARTNER/EXECUTIVE a NIA E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMSER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,desuibe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Architects&Engineers 016017333 1/15/2014 11/15/2015 Each Claim 2,000,000 Professional Liab.and Aggregate 5,000,000 Contractors Pollution Liab. Retention Per Claim 200,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached H more space Is required) RE: Professional Services Agreement Waiver of Subrogation applies to certificate holder, as respects Workers'Compensation policy, per form WC000313 08/04) The Producer will endeavor to mail 30 days written notice to the Certificate Holder named on the certificate if any policy listed on the certificate See Attached... CERTIFICATE HOLDER CANCELLATION 10 Day Notice for Non-Payment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Fort Worth ACCORDANCE WITH THE POLICY PROVISIONS. 1000 Throckmorton St Fort Worth TX 76102 USA AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC#: ACOR® ADDITIONAL REMARKS SCHEDULE Page L_of,_ AGENCY NAMED INSURED Arthur J. Gallagher Risk Management Services, Inc. Neel-Schaffer Inc., Maptech, Inc., Soiltech Consultants,Inc;Premier Emergency Management,LLC, POLICY NUMBER True North Emergency Mgmt,LLC P.O. Box 22625 CARRIER NAIC CODE Jackson MS 39225-2625 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE is cancelled prior to the expiration date. Failure to do so shall impose no obligation or liability of any kind upon the Producer or otherwise alter the policy terms. 10 days notice for non-payment of premium. ACORD 101 (2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AC R 0 CERTIFICATE OF LIABILITY INSURANCE P4/28/2015 ATE(MMIDDNYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Andrea Jenkins NAME: The Nowell Agency, Inc. PHONE (601)939-7700 AIC N :(601)939-8800 105 Katherine Dr. EMAIL andrea. 'enkins@nowella enc com ADDRESS: 7 g Y Bldg. A INSURERS AFFORDING COVERAGE NAIC# Flowood MS 39232 INSURERA:Nationwide Property & Casualty Co. 37877 INSURED INSURER B Neel-Schaffer, Inc. Et Al; SoilTech Consultants -INSURER C: TrueNorth Emergency Management, LLC. INSURER D: PO BOX 22625, 125 S. Congress St. , Ste. 1100 INSURER E: Jackson MS 39225 [INSURER F: COVERAGES CERTIFICATE NUMBER:15/16 Master REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILSR TYPE OF INSURANCE A POLICY NUMBER DDLSUBIR POLICY YNYYY MAOA/LDDf EXP LINKS R COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS-MADE ExIOCCUR PREMISES Ea occu nce $ 500,000 R Y ACPGLK05644886691 4/1/2015 4/1/2016 MED EXP(Any one person) $ 10,000 ACPBPOK5644886691 4/1/2015 4/1/2016 PERSONAL&ADV INJURY $ 1,000,000 GEML AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY JECT LOC PRODUCTS-COMP/OP AGG f 2,000,000 OTHER: $ AUTOMOBILE LIABILITY Ea BIKEDsoddN E $ 1,000,000' A X ANY AUTO BODILY INJURY(Parperson) $ ALL OWNEDSCHEDULED ACPBAK5644886691 4/1/2015 4/1/2016 BODILY INJURY(Per accident) $ AUTOS AUTOS B Y HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident S UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED I I RETENTION b $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVEF-1 N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Thirty (30) days prior to cancellation, notice thereof shall be given to the below Certificate Holder. City of Fort Worth to include its employees, officers, officials, agents, and volunteers in respect to contracted services is named as additional insured and granted wavier of subrogation. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Fort Worth THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Fernando Costa Assistant City Manager ACCORDANCE WITH THE POLICY PROVISIONS. 1000 Throckmorton Fort Worth, TX 76102 AUTHORIZED REPRESENTATIVE Kathy Taylor/MLT ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS0251gnt4nti City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 4/7/2015 DATE: Tuesday,April 07, 2015 REFERENCE NO.: **C-27246 LOG NAME: 13P15-0037 TRUE NORTH SUBJECT: Authorize Execution of a Professional Services Agreement with True North Emergency Management,LLC, for the Development of a Continuity of Operations Plan for the Fire Department Using a Cooperative Contract in the Amount of$75,868.00 (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of a Professional Services Agreement with True North Emergency Management,LLC, for the development of a Continuity of Operations Plan for the Fire Department through a Houston—Galveston Area Council Contract No. HP07-13, in the amount of $75,868.00. DISCUSSION: The Fire Department, Office of Emergency Management (OEM)requests to contract with an experienced consulting firm to evaluate issues related to the City's ability to continue essential operations in the event that daily operations were disrupted and to assist in the development of a City—wide Continuity of Operations Plan (COOP). The COOP will increase preparedness and lessen the effects of disasters by providing a framework for essential services to the public and private sector following a disaster. True North Emergency Management, LLC (True North), will produce a COOP survey of essential functions to be administrated to current City Departments,establish an overall COOP Program for the City and develop specific COOP for departments/divisions to include, but not limited to: • Information Technology Solutions; • Human Resources; and • Office Emergency Management. Additional departments, including Finance, will be added to the contract at a later date, subject to availability of funding and the success of this initial phase. The City received funding under the 2014 Urban Area Security Initiative Grant(M&C C-27055/City Secretary Contract No. 46087)which will fund the development of a COOP program. Payments to True North shall be based on completed phases, approved and accepted by the City. COOPERATIVE PURCHASE—State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek competitive bids for purchase of the item. Houston—Galveston Area Council (H—GAC) Contracts have been competitively bid to increase and simplify the purchasing power of government entities. PRICE ANALYSIS —The prices offered by True North are based on prices awarded by H—GAC from Bid No. HP07-13. Staff does not have COOP Program pricing history; therefore,a comparison of senior positions of the other firms awarded from the same H—GAC Bid was conducted. Of the eight companies compared, True North's pricing averages approximately $9.50 higher than three companies, $14.00 lower than three companies and was equal to two companies. The OEM selected True North based on the quality of the:plan produced for the City of Houston. The services offered by True North meet the City's needs and the pricing is fair and reasonable. ADMINISTRATIVE CHANGE ORDER—An administrative change order or increase may be made by the City Manager in the amount up to $18,967.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. M/WBE OFFICE—A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. This effort will serve ALL COUNCIL DISTRICTS. FISCAL INFORMATION: The Fiscal Year 2015 budget includes appropriations of$153,962.00 in the contractual services account of the Grants Fund for the 2014 Urban Area Security Initiative Grant funds. To date, none of these funds have been expended. Upon approval the Financial Management Services Director certifies that funds are available, as appropriated, of the 2014 Urban Area Security Initiative Grant funds. FUND CENTERS: TO Fund/Account/Centers FROM Fund/Account/Centers GR76 539120 036442761010 $75.868.00 CERTIFICATIONS: Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Aaron Bovos (8517) Additional Information Contact: Jack Dale (8357) Camillia Ryan (8321) ATTACHMENTS 1. 15-0037 a1212roved waiver.pdf 2. 15-0037 EPLS.pdf 3. AVAILABLE FUNDS.pdf 4. Fort Worth COOP Final Binder 3-10-2015.pdf