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HomeMy WebLinkAboutContract 47842 �Y CITY SECRETARY CONTRACT NO. 06 PROFESSIONAL PROFESSIONAL SERVICES AGREEMENT OR��1Y,_ NSF International Strategic Registrations LTD This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City'), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Jesus Chapa, its duly authorized Assistant City Manager, and NSF International Strategic Registrations LTD ("Contractor"), a Michigan Corporation, each individually referred to as a "party" and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A—Scope of Services 3. Exhibit B—Payment Schedule 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. 1. SCOPE OF SERVICES. Contractor hereby agrees to provide the City with professional services for the purpose of performing annual independent third party audits of the Fort Worth Biosolids Program and its Environmental Management System at the Village Creek Water Reclamation Facility to ensure that Village Creek's Biosolids Program adheres to the standards proscribed by the National Biosolids Partnership (NBP). 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. 2. TERM. This Agreement shall commence upon execution of contract ("Effective Date") and shall expire one (1) year from date of execution, unless terminated earlier in accordance with the provisions of this Agreement. The City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to five(5)one-year options, each a renewal period. 3. COMPENSATION. The City shall pay Contractor an amount not to exceed $11,000.00 per year, including each of the five (5) renewal terms, in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit"B", which is incorporated for all purposes herein, subject to appropriation of sufficient funds by the City Council. Contractor 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 Contractor not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Convenience. The City may terminate this Agreement at any time and for an reason by roviding th other party with 30 days'written notice of termination. OFFICIAL RECORD CITY SECRETARY FT.WORTH; TX 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 Contractor 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 Contractor for services actually rendered up to the effective date of termination and Contractor 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, Contractor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Contractor has received access to City information or data as a requirement to perform services hereunder, Contractor 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. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing. 5.2 Confidential Information. Contractor, 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. Contractor 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. Contractor 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, Contractor 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. 6. RIGHT TO AUDIT. Contractor 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 Contractor involving transactions relating to this contract at no additional cost to the City. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor 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 Contractor reasonable advance notice of intended audits. Professional Services Agreement—NSF International Strategic Registrations Page 2 of 14 Contractor 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 Contractor 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, Contractor 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. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Agency, its officers, agents, employees, servants, contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Agency. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Contractor or any officers, agents, servants, employees or subcontractors of Agency. Neither Agency, nor any officers, agents, servants, employees or subcontractors of Contractor shall be entitled to any employment benefits from the City. Contractor 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 - CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF AGENCY, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. B. INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO AGENCY'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR 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 AGENCY, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. ASSIGNMENT AND SUBCONTRACTING. Contractor 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 Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor and Assignee shall be jointly liable for all obligations of the Contractor 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 Contractor referencing this Agreement under which the Professional Services Agreement—NSF International Strategic Registrations Page 3 of 14 subcontractor shall agree to be bound by the duties and obligations of the Contractor under this Agreement as such duties and obligations may apply. The Contractor shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Contractor 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 $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Agency, 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. Professional Services Agreement—NSF International Strategic Registrations Page 4 of 14 (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. (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 Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Contractor 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 Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor'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 Agency, its personal representatives, assigns, subcontractors or successors in interest, Contractor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To the CITY: To Contractor: City of Fort Worth Jeanette Halliday Attn: Jesus Chapa, Assistant City Manager 789 N Dixboro Road 1000 Throckmorton Ann Arbor, MI 48105 Fort Worth TX 76102-6311 Facsimile: (817) 392-8654 With Copy to the City Attorney At same address Professional Services Agreement—NSF International Strategic Registrations Page 5 of 14 14. SOLICITATION OF EMPLOYEES. Neither the City nor Contractor 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 Agency, 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. 15. GOVERNMENTAL POWERS/IMMUNITIES 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 Contractor 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 Agency'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 Contractor 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 Professional Services Agreement—NSF International Strategic Registrations Page 6 of 14 set forth in a written instrument, which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Agency, 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 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. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 25. WARRANTY OF SERVICES. Contractor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty(30) days from the date that the services are completed. In such event, at Agency's option, Contractor shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or(b) refund the fees paid by the City to Contractor for the nonconforming services. 26. MILESTONE ACCEPTANCE.—Intentionally Deleted. 27. NETWORK ACCESS. — Intentionally Deleted. 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. Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor 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. Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Contractor 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 Agency. 29. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Contractor 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 Professional Services Agreement—NSF International Strategic Registrations Page 7 of 14 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. 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. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 31. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement, collectively, "Work Product" Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of the City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Contractor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that the City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of the City. [Signature page follows] Professional Services Agreement—NSF International Strategic Registrations Page 8 of 14 Executed in multiples this the G�kday of 2016. ACCEPTED AND AGREED: CITY OF FORT WORTH: NSF International Strategic Registrations LTD By: �- -"z%4 By: /&"eL�Lxj / ��� — esus Chapa Name: Assistant City Manager Title: 6!n /GFv/T�c�r1�-cc / c Date: �-'C Date: /Pf-'1 ATTEST: 00 By: : A.g % M ry K, s V$ °- City Sec etary $ APPROVED AS TO FORM ANq LE LI ,r By. Name: ltej" Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A 1295 Form: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement—NSF International Strategic Registrations Page 9 of 14 EXHIBIT A SCOPE OF SERVICES The Contractor shall perform annual independent third-party audits of the Fort Worth Biosolids Program and its Environmental Management System (EMS)at the Village Creek Water Reclamation Facility. Specifically, perform verification and interim EMS audits to ensure that Village Creek's Biosolids Program adheres to the standards proscribed by the National Biosolids Partnership (NBP). This includes the following items: • Conduct annual biosolids EMS audits using the protocols described in the NBP Audit Guidance Document(Auditor Guidance), as amended and posted at www.wef.org/biosolids/. • Two weeks prior to each audit, develop and submit to the City an audit plan based on a scope of services consistent with the NBP audit requirements as well as a cost schedule for those activities. At a minimum the audit plan shall include an agenda, schedule, names and titles of the Audit Team, and list of materials to be made available during the site visit. • Provide a Lead EMS Auditor(Lead Auditor)who is an employee or subcontractor of the Audit Contractor. This individual must be certified by the NBP for performing EMS audits and have at least five(5)years of experience as a Lead Auditor of NBP certified EMS programs.Auditor must have experience with biosolids regulatory standards as established by the Environmental Protection Agency(EPA)and the Texas Commission on Environmental Quality(TCEQ). • Lead Auditor must have experience performing EMS audits of NBP certified biosolids programs that have the following components: • Performs Class A Biosolids Land Application (as defined by EPA); • Utilizes third-party contractors as a part or all of the solids handling process, including biosolids dewatering, transportation and land application; • Utilizes anaerobic digestion as part of the solids treatment process; • Produces energy from onsite processes, including but not limited to methane production from anaerobic digesters; receiving high strength wastes to boost methane gas production in digesters; utilizing gas and steam turbines to generate electricity and utilization of heat recovery systems; and • Production and distribution of reclaimed water(Type I and II as defined by the TCEQ) • The audit team, including the Lead Auditor, shall conduct on-site annual audits that examine the effectiveness of the EMS program. • The Lead Auditor shall prepare a working audit summary with preliminary findings based on information discovered during the audit process. This audit summary shall be submitted to the City within two (2)weeks of completion of the on-site portion of the audit. • On a mutually-agreed upon schedule, the Lead Auditor shall prepare a final draft audit report for submittal to the City for review and comment. • The Contractor shall submit the final audit report[including City's comments]first to the City and, upon consent, to NBP. Professional Services Agreement—NSF International Strategic Registrations Page 11 of 14 • The Contractor shall review and comment on the City's corrective action plans for any non- conformances identified during the Audit and at the next scheduled third-party audit review the effectiveness of the corrective actions pursuant to the most current Auditor Guidance. • All documents and data prepared or furnished by Contractor and Contractor's independent professional associates and subcontractors are instruments of service in respect to the scope of service.The City shall retain the ownership and property interest of the deliverables therein.The City shall have the right to use and may make and retain copies of such documents and data; however, Contractor does not warrant or represent such documents and data are appropriate for reuse on other projects by City or by others. As far as is reasonably and lawfully practicable, and at the City's sole discretion, the City shall make available specific documents as requested by the Audit Contractor. • Contractor shall perform all work and services hereunder as an independent contractor and not as an officer, agent or employee of the City. Audit Contractor shall have exclusive control of, and the exclusive right to control, the details of the work performed hereunder and all persons performing same and shall be solely responsible for the acts and omissions of its officers, agents, employees and subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between the City and the Audit Contractor, its officers, agents, employees and subcontractors; and the doctrine of respondeat superior shall have no application as between the City and the Audit Contractor. Professional Services Agreement—NSF International Strategic Registrations Page 12 of 14 EXHIBIT B PAYMENT SCHEDULE Por tach Vertficaflon or Re-verification) Audit Activity Audit Other Time Costs INITIAL PREP RATION AND REVIEW A121211callon - 450 BMS monuol review, scheduling, preparations and Cl coordination Q auditor for 0.5 dna ON SITE - 'ERIFI ATIO AUDIT Office Audit review corrective actions and 650 implementation 1 auditor for 0.5 days) Treatment and blosollds application sites $1,950 evaluations 1 auditor for 1.5 audit days) Comprehensive manual element reviews (3 auditor $1,951 for I Z do Evaluation of Goals, Objectives and Outcomes (1 50 auditor for 0,5 day§) -Auditor Travel Time 610 Auditors travel expenses will be billed of cast $1,650 estimate REPORT PREPARATION Report preparation, coordination and preliminary 000 corrective taction review auditor for 1.0 day Total mw $2,700 Note: review of corrective Fans,if needed wall be chorged of,S162.50ihour Professional Services Agreement—NSF International Strategic Registrations Page 13 of 14 EXHIBIT B PAYMENT SCHEDULE For Each Interim Audit Activity Audit Time Otlier Costs Initial Preparation and Regie ► EMS manual review, scheduling, preparation, and 650 coordination t audltar for 0.5 days)_, note Interim,audit Office Audit- review corrective actions 650 auditor for 0.5 das Treat nt/blosoilds/appliaa-loo.site evaluation 1 1,300 auditor for 1 da ------ Manual element reviews 1 auditor for J.0 days 1,300 Evaluation of Goals/Objectives/Outcomes 1 650 auditor for Q6 da Auditor TravgI Tiro 60 Auditor's travel expenses will be billed at cost 1,650 _ stirs ato Re art Preparation aratior Report i reparation and Coordination 1 auditor 1,301 for 1 da Total IS 5,850 Z250 Note: i%evlew of corrective pions,if needed.will be charged at$162„ 1hour TOTAL ANNUAL COST: Term 1: Verification Audit $9,850.00 *Corrective Plans, if needed $1,000.00 Total Annual Cost Not to Exceed: $10,850.00 Renewal 1: Interim Audit $8,100.00 *Corrective Plans, if needed $1,000.00 Total Annual Cost Not to Exceed: $9,100.00 Renewal 2: Interim Audit $8,100.00 *Corrective Plans, if needed $1,000.00 Total Annual Cost Not to Exceed: $9,100.00 Renewal 3: Interim Audit $8,100.00 *Corrective Plans, if needed $1,000.00 Total Annual Cost Not to Exceed: $9,100.00 Renewal 4: Interim Audit $8,100.00 *Corrective Plans, if needed $1,000.00 Total Annual Cost Not to Exceed: $9,100.00 Professional Services Agreement—NSF International Strategic Registrations Page 14 of 14 , Search Results I System for Award Management Page 1 of 1 USER NAME PASSWORD Forgot Usemame? 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