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HomeMy WebLinkAboutContract 56602 City Secretary Contract No. 56602 FoRTWORTH. q4111 VENDOR SERVICES AGREEMENT This Vendor Services Agreement("Agreement")is made and entered into by and between the City of Fort Worth("City"),a Texas home rule municipal corporation,acting by and through its duly authorized Assistant City Manager, and Duff& Phelps, a Kroll Business operating as Kroll, LLC ("Vendor"), and acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." 1. Scope of Services. Insurance property appraisal services("Services"),which are set forth in more detail in Exhibit"A,"attached hereto and incorporated herein for all purposes. 2. Term. This Agreement begins on the date signed by the Assistant City Manager below ("Effective Date") and shall expire a year after the Effective Date ("Expiration Date"), unless terminated earlier in accordance with this Agreement("Initial Term"). City will have the option,in its sole discretion, to renew this Agreement under the same terms and conditions,for up to six(1)one-year renewal option(s) (each a"Renewal Term"). 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will not exceed ninety-nine thousand five hundred Dollars ($99,500.00) in the Initial Term. Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor 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 City in any fiscal period for any payments due hereunder,City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed deliverables prepared under this Agreement. In the event Vendor has received access to Vendor Services Agreement OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Information or data as a requirement to perform services hereunder, Vendor will return all City provided data to City in a machine readable format or other format deemed acceptable to City. Notwithstanding anything to the contrary herein,Vendor may retain City material and information to the extent required by applicable laws, regulatory requirements or professional recordkeeping policies and nothing shall require the alteration or destruction of back-up media made in the ordinary course of business, provided that any City Information retained per this exception shall continue to be treated as confidential pursuant to the terms hereof. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts.Vendor hereby warrants to 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 City in writing.However, City acknowledges that Vendor is a global firm and this Agreement does not restrict Vendor from providing services in its normal course of business to other clients; provided that Vendor will comply with its confidentiality obligations herein, does not violate any third-party agreement as a result of the Services, and will maintain commercially appropriate safeguards between client information and third-party information. 5.2 Confidential Information.Vendor,for itself and its officers,agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. This excludes information (i) available to the public, (ii) already in Vendor' possession, or (iii)received from a party having no confidentiality obligation to City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act.In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. Whether or not Vendor is successful, City will ensure that any legally required disclosure is narrowly tailored to preserve as much confidentiality as possible while still complying with the disclosure requirement. 5.4 Unauthorized Access.Vendor must store and maintain City Information in a secure manner and with commercially reasonable technical, physical, administrative, and organizational measures designed to protect City Information from unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event,Vendor will, in good faith,use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Rieht to Audit. Vendor agrees that City will,until the expiration of three (3)years after final payment under this Agreement,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,including,but not limited to,all electronic records,of Vendor retained in conformance Vendor Services Agreement Page 2 of 15 with generally accepted accounting principles and procedures involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section at City's expense, and subject to obligations of confidentiality. City will give Vendor reasonable advance notice of intended audits. For the avoidance of doubt, records available for review shall exclude any records pertaining to Vendor's other clients and other confidential and proprietary records not associated with the Services and nothing set forth in this Agreement shall require Vendor to grant City any network or physical access to Vendor's facilities, systems or infrastructure. 7. Independent Contractor. It is expressly understood and agreed that Vendor will 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 City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will 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, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers,agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City.Vendor will 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,contractors,or contractors. 8. Liability and Indemnification. 8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL TANGIBLE PROPERTY LOSS, TANGIBLE 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, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS WHILE PERFORMING THE SERVICES ON SITE AT CITY PROPERTIES. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, FOR EITHER TANGIBLE PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANY AND ALL PERSONS, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS WHILE PERFORMING THE SERVICES ON SITE AT CITY PROPERTIES. 8.3 INTELLECTUAL PROPERTYINDEMNIFICATION—Reserved.. 9. Assignment and Subcontracting. Vendor Services Agreement Page 3 of 15 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City (provided, however, that Vendor may assign this Agreement in the event of a merger, acquisition, or sale of all or substantially all of its assets or to a Vendor affiliate in connection with an internal tax restructuring or similar internal reorganization).If City grants consent to an assignment,the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle"will be any vehicle owned,hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000- Bodily Injury by accident;each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000- Bodily Injury by disease;policy limit (d) Professional Liability(Errors&Omissions): $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Vendor Services Agreement Page 4 of 15 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 must 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 must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must include City as an additional insured thereon,as its interests may appear. The term City includes its employees,officers,officials,agents,and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium.Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth 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 City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances,Rules and Regulations. Vendor 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 City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors,subcontractors,and successors in interest,as part of the consideration herein,agrees that in the performance of Vendor's duties and obligations hereunder, it will 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, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME Vendor Services Agreement Page 5 of 15 SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will 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 CITY: To VENDOR: City of Fort Worth Kroll,LLC. Attn: Assistant City Manager Attn: General Counsel55 E 52nd St,New York, 200 Texas Street New York 10055, United StatesFacsimile: Fort Worth,TX 76102-6314 Facsimile: (817)392-8654 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Employees. Neither City nor Vendor will, 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 will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governine Law/Venue. This Agreement will 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 will 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 will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but will 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; epidemics or pandemics; government action Vendor Services Agreement Page 6 of 15 or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems;restraints or prohibitions by any court,board,department,commission,or agency of the United States or of any States;civil disturbances;other national or regional emergencies;or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance,as soon as reasonably possible after the occurrence of the Force Majeure Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only,will 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 will not be employed in the interpretation of this Agreement or Exhibits A,B,and C. 22. Amendments/Modifications/Extensions. No amendment,modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes,be deemed an original,but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards as specified in Exhibit A. 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 Vendor's option, Vendor will 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 City to Vendor for the nonconforming services. 25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City,Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services.VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS.City,upon written notice to Vendor,will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. Upon payment in full,City will be the sole and exclusive owner of all final reports, produced in conjunction with the services provided under this Agreement (collectively, "Work Product"), excluding Vendor's pre-existing intellectual property (including any Vendor Services Agreement Page 7 of 15 material created and owned by Vendor(e.g., information,tools, applications, internal proprietary models, know-how,and methodologies)or acquired by Vendor from any third party sources(e.g.licensed material, market or database analysis,comparable,public records or similar indexes). Further, City will be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary rights in and to the Work Product excluding Vendor's pre-existing intellectual property. Ownership of the Work Product will inure to the benefit of 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 will 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, Vendor 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 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 City. 27. Signature Authority. The person signing this Agreement hereby warrants that they have 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 hereto,may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Company Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. No Bove tt of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel" and"company"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the Agreement. 30. Prohibition on Boycotting Energy Companies.Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2), the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more,which will be paid wholly or partly from public funds of the City,with a company(with 10 or more full-time employees)unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract.The terms "boycott energy company" and "company"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code(as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor Services Agreement Page 8 of 15 Vendor: (1)does not boycott energy companies; and(2)will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code(as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1),the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and(2)will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms"discriminate,""firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy,guidance,or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. Electronic SiEnatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions (e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement contains the entire understanding and agreement between 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. 34. Insurance Appraisal Service-Related Terms. Notwithstanding anything to the contrary in the Agreement,the following terms shall also apply to Vendor's provision of the Services,which are further outlined in Exhibit "A", and shall supersede any conflicting terms or conditions in the Agreement: Limited Use and Reliance —The purpose of this Agreement is to provide City a property insurance appraisal for City's use in connection with its internal analysis of its insurance needs with respect to the Identified Property (as defined in Exhibit"A"). Vendor's opinion is intended to assist City in making informed business decisions; it is not a recommendation. Any decisions relating to insurance coverage shall remain City's responsibility and be made solely at its discretion. City is the sole intended user of Vendor's report or other work product. City may disclose an informational copy of the report or other work product to its audit, tax, legal or insurance professionals acting in an advisory capacity in connection with the purpose of this engagement. No third party shall have the right of reliance on the report, and neither receipt nor possession of the report by any third party shall create any express or implied third-party beneficiary rights. Engagement Limits—Vendor's report may only be used for the specific purpose or premise of value stated in this Agreement and the report. City shall not reference Vendor or its work in any public filing or other materials distributed to actual or prospective shareholders, investors, Vendor Services Agreement Page 9 of 15 financing parties,or similar third parties without Vendor's prior written consent. Information Provided by City—Vendor will not independently verify information provided by City,its advisors,or third parties acting at City's direction. Vendor will assume and rely on the accuracy and completeness of all such information. 35. Indemnification — THE VENDOR WILL AND DOES HEREBY AGREE TO INDEMNIFY, PROTECT, DEFEND WITH COUNSEL APPROVED BY THE CITY (APPROVAL NOT TO BE UNREASONABLY WITHHELD BY THE CITY), AND HOLD HARMLESS THE CITY AND THEIR REGENTS, OFFICERS, DIRECTORS, ATTORNEYS, EMPLOYEES, REPRESENTATIVES AND AGENTS (COLLECTIVELY "INDEMNITEES") FROM AND AGAINST ALL DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS, EXPENSES, AND OTHER CLAIMS OF ANY NATURE, KIND, OR DESCRIPTION, INCLUDING REASONABLE ATTORNEYS' FEES INCURRED IN INVESTIGATING, DEFENDING OR SETTLING ANY OF THE FOREGOING (COLLECTIVELY "CLAIMS") BY ANY PERSON OR ENTITY, ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THIS AGREEMENT OR THE GOODS OR SERVICES PROVIDED UNDER THIS AGREEMENT, TO THE EXTENT CAUSED, IN WHOLE OR IN PART, BY THE ACTS, OMISSIONS, OR WILLFUL MISCONDUCT OF THE VENDOR, OR IT AGENTS, EMPLOYEES, SUBCONTRACTORS, SUPPLIERS OR ANYONE DIRECTLY EMPLOYED BY THE VENDOR OR ANYONE FOR WHOSE ACTS THE VENDOR MAYBE LIABLE. IN ADDITION, THE VENDOR WILL INDEMNIFY, PROTECT, DEFEND WITH COUNSEL APPROVED BY THE CITY, AND HOLD HARMLESS THE INDEMNITEES FROM AND AGAINST ALL CLAIMS ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THIS AGREEMENT OR THE SERVICES PROVIDED UNDER THIS AGREEMENT. THE PROVISIONS OF THIS SECTION WILL NOT BE CONSTRUED TO ELIMINATE OR REDUCE ANY OTHER INDEMNIFICATION OR RIGHT, WHICH ANY INDEMNITEE HAS, BY LAW OR EQUITY. IN THE EVENT OF LITIGATION, THE CITY AGREES TO COOPERATE REASONABLY WITH THE VENDOR. ALL PARTIES WILL BE ENTITLED TO BE REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE. NOTWITHSTANDING THE FOREGOING, THE VENDOR AND THE CITY AGREE THAT CONTRACTOR'S MAXIMUM LIABILITY TO THE INDEMNITEES FOR CLAIMS PURSUANT TO THE FOREGOING INDEMNIFICATION OBLIGATIONS SHALL NOT EXCEED $500,000 IN THE AGGREGATE. 36. Limitation of Liability. EXCEPT FOR CITIES OBLIGATION (IF ANY) TO PAY CONTRACTOR CERTAIN FEES AND EXPENSES (INCLUDING WITHOUT LIMITATION SYSTEM'S INDEMNIFICATION OBLIGATIONS HEREIN, IF ANY) THE CITY WILL HAVE NO LIABILITY TO CONTRACTOR OR TO ANYONE CLAIMING THROUGH OR UNDER CONTRACTOR BY REASON OF THE EXECUTION OR PERFORMANCE OF THIS AGREEMENT EXCEPT TO THE EXTENT SUCH CLAIMS OR LIABILITY IS SOLELY CAUSED BY SYSTEM'S OR COMPONENT INSTITUTION'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT. NOTWITHSTANDING ANY DUTY OR OBLIGATION OF THE CITY TO THE CONTRACTOR OR TO ANYONE CLAIMING THROUGH OR UNDER CONTRACTOR, NO PRESENT OR FUTURE AFFILIATED ENTERPRISE, SUBCONTRACTOR, AGENT, OFFICER, DIRECTOR, EMPLOYEE, REPRESENTATIVE,ATTORNEY OR REGENT OF THE CITY, OR ANYONE CLAIMING UNDER THE CITY Vendor Services Agreement Page 10 of 15 HAS OR WILL HAVE ANY PERSONAL LIABILITY TO CONTRACTOR OR TO ANYONE CLAIMING THROUGH OR UNDER CONTRACTOR BY REASON OF THE EXECUTION OR PERFORMANCE OF THIS AGREEMENT. UNLESS OTHERWISE PROHIBITED BY LAW OR REGULATION,THE MAXIMUM AMOUNT OF DAMAGES THE CITY MAY RECEIVE AS A RESULT OF ANY DETERMINATION THAT SOME OR ALL OF THE SERVICES CONTRACTOR PERFORMED UNDER THIS AGREEMENT, OR FOR BREACH OF AGREEMENT, NONFEASANCE OR NEGLIGENCE, SHALL BE THREE TIMES THE FEES PAID TO CONTRACTOR FOR THE DISPUTED SERVICES. THE CITY AND CONTRACTOR AGREE THAT, BECAUSE OF THE DIFFICULTY OF DETERMINING AND/OR QUANTIFYING DAMAGES FOR BREACH OF THIS AGREEMENT OR FOR CONTRACTOR'S NEGLIGENCE, SAID AMOUNT SHALL CONSTITUTE LIQUIDATED DAMAGES FOR ANY CLAIMS SYSTEM MAY ASSERT ARISING FROM OR RELATED TO THIS AGREEMENT. IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR THE CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE LOSS, DAMAGE OR EXPENSE CAUSED TO SYSTEM OR TO ANY THIRD PARTY(INCLUDING WITHOUT LIMITATION, LOST PROFITS, OPPORTUNITY COSTS). Environmental Policy — Vendor will not investigate, nor assume responsibility for, the existence or impact of any contamination or hazardous substance related to property or assets associated with this engagement. Vendor Services Agreement Page 11 of 15 IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person �� ' By: responsible for the monitoring and administration of Jesus J.Chapa v 4, 2116:22 CDT) this contract,including ensuring all performance and Name: Jay J.Chapa reporting requirements. Title: Assistant City Manager Date: Nov 4, 2021 ' � / OL- By: i`i � . �Gi1 Name: Mark J. Bar APPROVAL RECOMMENDED: Title: Assistant Director Human Resources APPROVED AS TO FORM AND LEGALITY: By: Name: Mark J. Bart Title: Assistant Director Human Resources By: J trong(Nov 4,202116:2 T) Name: John Strong ATTEST: Title: Assistant City Attorney 4 Ay FoF�Rrl41 Oj By. RonaldP Gonzales, cling City Secre ary(Nov 5,2 10727 DT) /.0 00%�j ,� 0 Name: Mary J.Kayser �t�g o=d Title: City Secretary �p�,�000 0000*�d a� 0000000 4 nEXM--Ap VENDOR: KROLL, LLC By: Name: Michael Domin Title: Managing Director Date: October 26,2021 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 12 of 15 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES Purpose of the Services The purpose of these services is to provide the City of Ft. Worth (COFW) a property insurance appraisal for COFW's use in connection with its internal analysis of its insurance needs with respect to the identified property. For each identified property, our analysis will be dated as of the last day of our site inspection. Our opinion is intended to assist COFW in making informed business decisions; it is not a recommendation. Any decisions relating to insurance coverage shall remain COFW's responsibility and be made solely at its discretion. Definition of Insurable Value We will develop our opinion of insurable value as cost of reproduction new ("CRN"), defined as the estimated amount required to reproduce a duplicate or a replica of the entire property at one time, in like kind and materials, in accordance with current market prices for materials, labor, and manufactured equipment; contractors' overhead and profit; and fees, but without provision for overtime, bonuses for labor, or premiums for material or equipment. CRN, as defined, is synonymous with the insurance- industry term "replacement cost new." In estimating insurable value, we will allow for national building codes; however, we will not consider any construction codes imposed by state or local municipalities, ordinances, or other legal restrictions, nor will we consider the cost of demolition in connection with reconstruction or the cost of removal of destroyed property. Valuation Methodology Our appraisal will rely solely on the cost approach because the market and income approaches are not applicable for the purpose of this engagement. Scope of Work We anticipate this engagement will include the following: Buildings/Structures We will utilize a full-scope segregated cost approach including an inspection of each building to identify construction data that will be used in the valuation process. During inspection of the premises, we will calculate each building's area and perimeter by measuring the structure or through an analysis of the as-built blueprints; identify and record data of the major construction components (type of structure, walls, roof, etc.); determine the construction class; record data of major service systems (electrical, plumbing, security, elevators, heating, ventilation, cooling, etc.); photograph the building; and record the GPS coordinates. The insurable value of each building and the related construction, occupancy, protection, and exposure data obtained during the inspection will be reported on an itemized basis. Personal Property We will develop an opinion of the insurable value of personal property through use of a modeling approach, which relies on our proprietary database containing data from thousands of detailed equipment inventories we have performed. The model develops the insurable value of each building's personal property on the basis of building occupancy and square footage. The model can be altered to Vendor Services Agreement Page 13 of 15 account for above- or below- average density of personal property. A single insurable value will be reported for each building's personal property. Appraisal Reports - Deliverables Our reports that are issued at the conclusion of our projects are prepared in accordance with the Uniform Standards of Professional Appraisal Practice. The summary appraisal report represents a summary discussion of the data, reasoning, and analyses used in the appraisal process to develop Duff& Phelps' opinion of value. Supporting exhibits include building details, photographs and the related construction, occupancy, protection, and exposure (COPE) data. The City will receive a full complement of reports as listed below with pdf file and excel file. Please see Exhibit A for a listing of sample reports. • Summary Appraisal Report — Narrative report intended to comply with the reporting requirements set forth by the Uniform Standards of Professional Appraisal Practice ("USPAP")for a Summary Appraisal Report. As such,the report will present only summary discussions of the data, reasoning, and analyses used in the appraisal process to develop Duff&Phelps'opinion of value. Supporting documentation concerning the data, reasoning, and analyses will be retained as a part of our work papers. The depth of discussion contained in the report will be specific to your needs as the client and for the intended use stated below. Duff& Phelps is not responsible for unauthorized use of its report. • Statement of Insurable Values Exhibit—Displays description of fields being summarized, and cost of reproduction new by location. • Inspection and Appraisal Exhibit— Represents a listing of building Construction Occupancy, Protection and Exposure (COPE) data, fixed equipment details, and photographs for each property. The following information will be provided for each building, Site & Building Designation, Address, Year Built, ISO Classification, Square Feet, Story Height, Number of Floors, Wall Type, Roof Pitch, Heating, Cooling, Entry Alarm, Fire Alarm, Replacement Cost Value, Additional Features, and GPS coordinates. City Secretary Contract No. EXHIBIT B PAYMENT SCHEDULE The fee is $99,500, including expenses, and will be invoiced as follows: • Per quarter billing as time is charged and expenses are incurred This fee includes issuing the deliverables below and responding to customary questions from the City and its insurance brokers or advisors. Vendor Services Agreement Page 15 of 15