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HomeMy WebLinkAboutContract 43472PROFESSIONAL SERVICES AGREEMENTC� SECRETARY NATIONAL APPRAISAL CONSULTANTS, Lk. N0. / I 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 Fernando Costa, its duly authorized Assistant City Manager, and NATIONAL APPRAISAL CONSULTANTS, LLC ("Vendor"), a New Jersey Limited Liability Company and acting by and through Brian G. Kathenes, its duly authorized ManagingW 1. SCOPE OF SERVICES. Vendor hereby agrees to provide the City with consulting services for the purpose of asset appraisal. The Scope of Services ("Scope of Work") includes: developing a Summary Appraisal Report ("Appraisal Report") for the purpose of reporting the Orderly Liquidation Value of the assets identified by inventory lists provided to Vendor by the City ("Exhibit A") for the function of identifying the asset value and establishing a potential sale price of the asset collection. The appraisal report will contain the appropriate information of a qualified appraisal including photographs, descriptions, and value conclusions for the assets identified by the City. The report will describe the market research, research methodology, identification procedure, Uniform Standards of Professional Appraisal Practice (USPAP) Certification Statement, and the appraisers' and specialists' qualifications and experience. It will also contain an explanation of the process used to reach value conclusions. The limiting conditions and extraordinary assumptions will include acceptance of the inventory provided and as being accurate and complete, unless otherwise noted. 2. TERM. This Agreement shall commence upon the date of execution by the City ("Effective Date") and shall expire on the date the criteria in Section 1 are fulfilled, unless terminated earlier in accordance with the provisions of this Agreement. This Agreement may be extended for one- year term. 3. COMPENSATION. Subject to the provisions of Section 4.3 of this Agreement, the City shall pay Vendor an amount not to exceed $33,500.00 for Services and Expenses provided hereunder. Vendor will be paid $7,500.00 upon execution of the contract by all parties as a retainer of Vendor's services and source of funds for approved expenses. The City will pay Vendor $250.00 per hour per appraiser for inspection and identification, $250.00 per hour per appraiser for research, $50.00 per hour for administrative support (document preparation, word processing, and report development), and $200.00 per hour for travel time per appraiser. Approved expenses include auto mileage at $0.50 per mile, tolls, copies and report shipping, air travel, lodging, and rental car. Vendor will provide the City with a detailed invoice of all work performed and expenses incurred. Vendor shall provide a draft appraisal report prior to submission of the final appraisal report. If balance accrued OFFICIAL RECORD CITY SECRETARY r i� FT. WORTHS TX by services rendered by Vendor exceeds initial retainer payment by City, any remaining balance will be paid by City to Vendor upon delivery of the final appraisal report. If balance accrued by services rendered by Vendor is less than the initial retainer payment, Vendor shall refund to the City any remaining amount within 30 days of termination of the agreement. Vendor 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 Vendor not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. The City 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 Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor 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. S. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to the City in writing. Vendor, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Vendor 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. Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. Vendor accepts full liability for any breach of confidential information and will make timely corrections to cure any breach. 6. RIGHT TO AUDIT. Vendor agrees that the City shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Vendor involving transactions relating to this Contract at no additional cost to the City. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor 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 Vendor reasonable advance notice of intended audits. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that the Vendor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor 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. Vendor acknowledges that the doctrine of responeleat superior shall not apply as between the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. 8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. VENDOR COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. ASSIGNMENT AND SUBCONTRACTING. Vendor 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 Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. The Vendor and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Vendor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Depending on the specific services awarded, additional insuuance may be required at the City's sole discretion. Vendor 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 Linuts (a) Commercial General Liability $1,000,000 Each Occurrence $2,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person $5007000 Bodily injury per occurrence $100,000 Property damage Coverage shall be on any vehicle used by the Vendor, 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 $1007000 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 11. 12. 13. M r. C0SA i �je�Se Ih�•i-sc%l I CCU r�hr1�_� y �' X5[ �"! I •� ..,--.�-i .i• • .• a �_ e e c c-c � � e• r •e c • 10.2 Certificates. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. All policies except Workers' Compensation shall be endorsed to name the City as an additional insured thereon, as its interests may appear. All policies shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non- payment of premium. Such terms shall be endorsed onto Vendor's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Vendor agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notes Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor'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 Vendor, its personal representatives, assigns, subcontractors or successors in interest, Vendor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 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: City of Fort Worth Attn: Fernando Costa 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile: (817) 392-8440 14. SOLICITATION OF EMPLOYEES. To VENDOR: National Appraisal Consultants, LLC Attn: Brian Kathenes P.O. Box 482 Hope NJ 07844-0482 Facsimile: (908) 4594899 Neither the City nor Vendor 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. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. NO WAIVER. The failure of the City or Vendor 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 Vendor's respective right to insist upon appropriate performance or to assert any such light on any future occasion. 17. GOVERNING LAW /VENUE. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 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 Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 2us HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS /MODIFICATIONS /EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. 23. ENTIRETY OF AGREEIVIENT. 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 Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this Z•J day of Aktjw 2012 ow CITY OF FORT WORTH 'r By: `�• �.-• Fernando Costa Assistant City Manager Date: 4.2 ATTEST: By: City Secretary NATIONAL APPRAISAL CONSULTANTS By: Title: /✓J/'w.�pl�.�M /� d�6� Date: p JrJ0ob � A ��O°° °o�.t% oQ ¢ B . o a� o°O °°° 9 00000 APPROVED AS TO FORM AND By: Charlene Sanders Assistant City Attorney CONTRACT AUTHORIZATION: M&C: None Required Date Approved: �II1�7� �fl�I�=�� I j Exhibit A • Inventory contained in spreadsheet "Exhibit Audio Visual Equipment" (submitted to appraiser July 2012) • Inventory contained in spreadsheet "Exhibit Elements" (submitted to appraiser July 2012) • Inventory contained in spreadsheet HAPP ICS 021012 (submitted to appraiser July 2012) • Inventory contained in spreadsheet HAPP ICS 021312 (submitted to appraiser July 2012) • Inventory contained in spreadsheet HAPP ICS 021512 (submitted to appraiser July 2012) • Inventory contained in spreadsheet HAPP ICS O41212 (submitted to appraiser July 2012) • Inventory contained in spreadsheet HAPP ICS O41812 (submitted to appraiser July 2012) • Inventory contained in spreadsheet HAPP ICS O42412 (submitted to appraiser July 2012) • Inventory contained in spreadsheet HAPP ICS O43012 (submitted to appraiser July 2012 • Inventory contained in spreadsheet HAPP ICS 052212 (submitted to appraiser July 2012) • Inventory contained in spreadsheet HAPP ICS 052912 (submitted to appraiser July 2012) • Aviation Wall of Honor at General Worth Park • Vultee BT-13 World War 2 trainer • General Dynamics full-scale A.12 mockup • Small group of photographs of boxes, files, individual items including uniforms, prints, and models that were not included in above spreadsheets Note regarding inventory locations: Inventory is distributed in various locations in Fort Worth, Texas. Vendor will coordinate with City of Fort Worth Aviation Department to obtain access to inventory.