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HomeMy WebLinkAboutREQUEST FOR PROPOSAL CITY OF WATERLOO , IOWA Ail:711k\s, t%"r %rloo `o) Request for Proposal October 2009 ABSTRACTING SERVICES HAZARD MITIGATION GRANT PROGRAM (HMGP) PROPERTY ACQUISITION PROJECT City of Waterloo, Iowa Prepared by City of Waterloo Planning and Zoning Department SECTION I NOTICE OF REQUEST FOR PROPOSALS 1.0 Receipt and Opening of Proposals 1.0.1 All proposals must be received in a sealed envelope in City Hall (date and time stamped) by Monday, October 26, 2009 at 4:00 p.m. (our clock), Central Time, in order to be considered. City Hall is located at 715 Mulberry St, Waterloo, Iowa. Proposals sent electronically or via facsimile will not be accepted. The mailing container or envelope shall be plainly marked on the outside with the notation `SEALED RFP FOR ABSTRACTING SERVICES', and the name of the company submitting the proposal. 1.1 RFP Timeline Name of the Proposal: ABSTRACTING SERVICES Date of Issuance: Monday, October 12, 2009 Deadline for Questions: Monday, October 26, 2009 at 4:00 p.m., Central Time Deadline for Proposal Submittal: Monday, October 26, 2009 at 4:00 p.m., Central Time Submit Sealed Proposal to: SEALED RFP FOR ABSTRACTING SERVICES Address exactly as stated-a -; City Hall City Clerk's Office 715 Mulberry Street Waterloo, IA 50703 Method of Submittal: Mail or Overnight Delivery, In Person (No Electronic or Fax Submittals) Contact Person, Title: Aric Schroeder, City Planner/Project Manager E-mail Address: aric.schroederwaterloo-ia.orq Phone/ Fax Numbers: Phone: 319-291-4366 Fax: 319-291-4262 1.2 The City reserves the right to accept or reject any or all proposals and to waive any informalities or irregularities in proposals if such waiver does not substantially change the offer or provide a competitive advantage to any Proposer. 1.3 The City is not responsible for delays occasioned by the U.S. Postal Service. the internal mail delivery system of the City, or any other means of delivery employed by the Proposer. Similarly, the City is not responsible for, and will not open, any proposal responses that are received later than the date and time stated above. Late proposals will be retained in the RFP file, unopened. No responsibility will be attached to any person for premature opening of a proposal not properly identified. 1.4 Proposals will be opened on Monday, October 26, 2009 at 5:30 pm (our clock) Central Time in City Hall, 715 Mulberry Street, Waterloo. Only the names of companies who submitted proposals will be revealed. The main purpose of this opening is to reveal the name(s) of the Proposer(s), not to serve as a forum for determining the awarded proposal(s). 1.5 Proposals will be evaluated promptly after opening. After an award is made, a proposal summary will be sent to all companies who submitted a proposal. Proposal results will not be given over the telephone. Proposals may be withdrawn anytime prior to the scheduled closing time for receipt of proposals; no proposal may be modified or withdrawn for a period of sixty (60) calendar days thereafter. RFP FOR ABSTRACTING SERVICES—2009 Page 2 of 11 SECTION II INSTRUCTIONS TO PROPOSERS 2.0 The Proposal shall include a signature page. A company representative who is authorized to bind the company will sign on behalf of the company to indicate to the City that you have read all provisions of the RFP and agrees to all terms and conditions, except as provided in paragraph 2.3 below. The City of Waterloo reserves the right to reject any or all proposals, and to accept in whole or in part, the proposal, which, in the judgment of the proposal evaluators, is the most responsive and responsible proposal. 2.1 The Proposer must provide a certificate of professional liability (errors and omissions) insurance coverage in a minimum amount of$250,000 per claim and $1,000,000 aggregate, and must maintain such coverage in force at all times during the term of the service agreement. 2.2 This Request for Proposal does not commit the City to make an award, nor will the City pay any costs incurred in the preparation and submission of proposals, or costs incurred in making necessary studies for the preparation of proposals. 2.3 Important Exceptions to Contract Documents -The Proposer shall clearly state in the submitted proposal any exceptions to, or deviations from, the minimum proposal requirements, and any exceptions to the terms and conditions of this RFP. Such exceptions or deviations will be considered in evaluating the proposals. Any exceptions should be noted on the Signature Page. Companies are cautioned that exceptions taken to this RFP may cause their proposal to be rejected. 2.4 Incomplete Information - Failure to complete or provide any of the information requested in this Request for Proposal, including references, and/or additional information as indicated, may result in disqualification by reason of"non responsiveness". RFP FOR ABSTRACTING SERVICES—2009 Page 3 of 11 SECTION III SPECIAL TERMS AND CONDITIONS 3.0 Term of Contract 3.0.1 The initial term of the Contract shall be for twelve (12) months anticipated to be November 1, 2009 to October 31, 2010. 3.0.2 The City and the Contractor may renew the original Contract for six (6) month time periods by mutual agreement. Thirty (30) days notice must be given to renew the Contract for additional increments. 3.0.3 A Contract, approved by the City Council and signed by the Mayor, shall become the document that authorizes the Contract to begin, assuming the insurance requirements have been met. Each section contained herein, any addenda and the response (Proposal) from the successful bidder shall also be incorporated by reference into the resulting Contract. 3.0.4 No price escalation will be allowed during the initial term of the Contract. If it is mutually decided to renew beyond the initial period and the Contractor requests a price increase, the Contractor shall provide documentation on the requested increase. The City reserves the right to accept or reject price increases, to negotiate more favorable terms, or to terminate (or allow to expire) without cost, the future performance of the Contract. 3.0.5 The total actual expenses allowed by the project budget, including any renewal extensions thereof, shall not exceed $50,000. 3.1 Agreement Forms 3.1.1 After award, the Proposer will be required to enter into a written contract with the City that is substantially in the form attached hereto as Exhibit "A". If a Proposer intends to request that the City enter into any different agreement form in connection with the award of this Contract, the form must be submitted with the proposal for review by the City's legal counsel during the evaluation of proposals. 3.1.2 Proposers are advised that in the event any such alternate agreement contradicts the City of Waterloo requirements, the proposal may be rejected due to the contradiction unless Proposer indicates deletion of such contradicting clauses or acceptance of the City's form of agreement. 3.1.3 If no agreement form is included with the proposal, no such form will be approved by the City during the evaluation or award processes, or following award of Contract. 3.2 Terms of Payment 3.2.1 Services authorized under this Contract shall be submitted on a monthly basis and will be paid upon receipt of an original invoice within thirty (30) days and after services are delivered and accepted. 3.2.2 For accounting purposes, all invoices shall contain a sufficient level of detail regarding all services provided and allowable expenses incurred. 3.2.3 All invoices and supporting documentation shall be submitted at the intervals as agreed upon via US mail to: City of Waterloo Planning and Zoning Department, attn: HMGP Structural Acquisition Project, 715 Mulberry Street, Waterloo, IA 50703. 3.2.4 City has the right, at its discretion, to deny payment for any work by any Contractor if the total actual expenses allowed by the project budget, including any renewal extensions thereof, exceed $50,000. The Contractor is not obligated to continue performance of services under this Agreement or otherwise incur costs in excess of the total actual expense allowed unless an amendment to the City's budget for the HMGP Property Acquisition Project Application is approved, and the City notifies the RFP FOR ABSTRACTING SERVICES—2009 Page 4 of 11 Contractor, in a written amendment, of the City's acceptance of the revised total actual expense allowed. 3.2.5 The City may withhold payment for reasons including, but not limited to, the following: unsatisfactory job performance or progress, defective work, disputed work, failure to comply with material provisions of the Contract, third party claims filed or reasonable evidence that a claim will be filed or other reasonable cause. RFP FOR ABSTRACTING SERVICES—2009 Page 5 of 11 SECTION IV SERVICE REQUIREMENTS 4.0 Background The City of Waterloo, Iowa, is seeking proposals for abstracting services in connection with the acquisition of properties under the Hazard Mitigation Grant Program (HMGP) Property Acquisition Project. The HMGP project involves the purchase of properties significantly affected by the flood event of June 2008. The Iowa Homeland Security and Emergency Management Division (HSEMD) and the Federal Emergency Management Agency (FEMA) have approved the City of Waterloo's acquisition project to acquire a total of 74 parcels in the Sans Souci, Riverside and Sherwood Park area. Of the 74 parcels, 26 parcels have owner- occupied residential structures, 6 parcels have a total of 9 residential rental structures (two rental structures were vacant), 8 parcels have vacant residential structures, 1 parcel has a secondary residential structure, 5 parcels have detached garages, and 28 parcels are vacant. There are no commercial or industrial properties. All acquisitions are voluntary and sellers have indicated an interest to sell, but can decline the City's offer. The City of Waterloo's approved Hazard Mitigation Grant Program (HMGP) Property Acquisition Project Application is on file in the office of the Planning and Zoning Department, 715 Mulberry Street, Waterloo, Iowa, and may be inspected by any Proposer prior to submittal of a proposal. 4.1 Scope of Work The City of Waterloo is seeking a qualified abstract or title company to provide abstracting services as directed by the City in implementing the HMGP Property Acquisition Project. The services to be performed under this Contract shall consist of the following: 4.1.1 All services must be performed in accordance with all applicable codes and ordinances of the City of Waterloo, Iowa, accepted standards of the abstracting prcfession, as well as all applicable State regulations. 4.1.2 Updating (continuation) of an existing abstract. 4.1.3 Preparation of a new abstract, where one does not exist or cannot be found. 4.1.4 Provide other services as requested by the City as may be necessary to implement the HMGP Structural Acquisition Project, to close purchase transactions and to assure the City receives marketable title. 4.1.5 Provide the above-described services on an as-needed basis, without assurance of regularity in the frequency of transactions, the number of transactions that may be handled concurrently, or the total number of transactions. 4.2 Silence of Specifications—Commercially accepted practices shall apply to any detail not covered in this specification and to any omission of this specification. Any omission or question of interpretation of the specification that affects the performance or integrity of the service being offered shall be addressed in writing and submitted with the Proposal. RFP FOR ABSTRACTING SERVICES—2009 Page 6 of 11 SECTION V METHOD OF EVALUATION 5.0 Contract Award -Any Contract award(s) made by the City of Waterloo is subject to prior approval by the City of Waterloo City Council. 5.0.1 Award of Contract shall be made to the most responsible and responsive proposal from a Company whose proposal offers the greatest value to the City with regard to the criteria detailed and the specifications set forth herein. The City may select a Proposer based on an "all or none" proposal, on individual responses, or as is otherwise deemed to be in the best interest of the City. 5.1 Proposal Evaluation Criteria - In general, the proposals will be evaluated based on, but not limited to, the general evaluation criteria stated below and the completeness, clarity and content of the proposal. The following is a partial list of the criteria that may be used in our determination of company responsibility and responsiveness: 5.1.1 Qualifications and Experience 5.1.1.1 Years of Experience of Key Personnel 5.1.1.2 Feedback from References 5.1.1.3 Knowledge and experience with property acquisitions involved with federal and state grants. 5.1.2 Cost Effectiveness 5.1.3 Company Responsiveness to RFP 5.1.3.1 Total scope of services offered 5.1.3.2 Responses to overall proposal and compliance with submission guidelines 5.1.3.3 Proposal presentation (completeness, organization, appearance, etc.) 5.2 Financial terms will not be the sole determining factor in the award. To determine the award the City will use a proposal evaluation method that will enable the City to award a Contract to the Proposer offering services and experience that represents the best overall value to the City. 5.3 Proposal Evaluation Procedures - Proposals will be evaluated by a Proposal Evaluation Selection Committee (hereinafter referred to as the Committee) using the "Proposal Evaluation Criteria" as listed above. 5.3.1 Committee members will evaluate each proposal based on their experience and judgment of how well the proposal addresses the City's requirements. Each prospective company is assured that any proposal submitted will be evaluated using the best available information and without any forgone conclusions. 5.3.2 Consideration will also be given to solicited written clarification provided during the evaluation process and input from staff or other persons judged to have useful expertise that should be considered in a responsible, fair assessment of the relative merits of each proposal. 5.3.3 The Committee may arrange interviews and/or conference calls with representatives of the companies whose proposals are deemed to be within the "competitive range." The purpose shall be the clarification of any aspect of the proposal that is deemed to have a material bearing on arriving at a fair determination of which proposal offers the best overall value. In addition, each Proposer deemed to be within the competitive range may be invited to submit a "best and final offer" if such seems appropriate under the clarifications issued to the provisions and specifications of this solicitation. 5.4 A Proposer's submission of a proposal constitutes its acceptance of this evaluation technique and its recognition and acceptance that subjective judgments will be used by the evaluators in the evaluation. RFP FOR ABSTRACTING SERVICES—2009 Page 7 of 11 • 5.5 Following the evaluation process, the award process is as follows: 5.5.1 The evaluation team shall determine which proposer has submitted the best proposal using the criteria set forth above, and make its recommendation to the City Council. 5.5.2 The City Council considers a resolution awarding the Contract and authorizing the Mayor to execute the Contract on behalf of the City. Note, no Contract shall be deemed to be created and exist, unless and until the City Council adopts a resolution awarding the Contract and authorizes the Mayor to sign the Contract. 5.5.3 The Mayor executes the Contract. RFP FOR ABSTRACTING SERVICES—2009 Page 8 of 11 SECTION VI FINANCIAL AND NON-FINANCIAL PROPOSAL 6.0 Financial Proposal: This portion of the Company's proposal shall include ONLY the proposed cost. 6.1 Pricing shall be submitted as follows and shall be inclusive of all expenses: Please use this exact format for your Financial Proposal. 6.1.1 Provide a separate fixed cost for each cost input that will determine a final invoice for a property: Activity Title Cost 6.2 Non-Financial Proposal: This portion of the proposal may be organized in a format determined by the Proposer, but should include all materials of the proposal relating to the service proposed, specifications, requirements, warranty, detailed service plan/timeline, experience, qualifications of key proposed personnel and other information of a non-financial nature. Provide a list of each proposed staff member with name, title, and description of work they would perform. 6.3 The Proposer shall list by name the principal or project manager in your firm who will have direct and continued responsibility for the services provided to the City. This person will serve as the company's first point-of-contact on all matters dealing with services and the handling of day-to-day activities through the planning and implementation process. Interested firms should provide background and qualifications, highlighting experience with similar projects and demonstrating ways the firm provides a high quality of customer service. 6.4 Interested firms should provide an outline for project management and task implementation. Please note that timely completion of this project is critical. RFP FOR ABSTRACTING SERVICES—2009 Page 9 of 11 SECTION VII GENERAL TERMS AND CONDITIONS 1. LANGUAGE,WORDS USED INTERCHANGEABLY- activity done by the Contractor, its employees, The word CITY refers to the CITY OF WATERLOO, subcontractors or any independent contractors working IOWA throughout these Instructions and Terms and under the direction of either the Contractor or Conditions. Similarly, PROPOSER refers to the person subcontractor in the performance of this Contract. or company submitting an offer to sell its goods or services to the CITY, and CONTRACTOR refers to the 8. PROPOSAL REJECTION OR PARTIAL successful bidder. ACCEPTANCE - The City reserves the right to reject any or all Proposals. The City further reserves the right 2. PROPOSER QUALIFICATIONS - No Proposal shall be to waive technicalities and formalities in Proposals, as accepted from, and no Contract will be awarded to, any well as to accept in whole or in part such Proposals person, firm or corporation that is in arrears to the City where it is deemed advisable in protection of the best upon debt or Contract, that is a defaulter, as surety or interests of the City. otherwise, upon any obligation to the City, or that is deemed irresponsible or unreliable by the City. If 9. PROPOSAL CURRENCY/LANGUAGE - All proposal requested, Proposers shall be required to submit prices shall be shown in US Dollars ($). All prices must satisfactory evidence that they have a practical remain firm for the duration of the Contract regardless of knowledge of the particular supply/service proposal and the exchange rate. All proposal responses must be that they have the necessary financial resources to submitted in English. provide the proposed supply/service as described in this Request for Proposal. 10. PAYMENTS - Payments will be made for all goods/services delivered, inspected and accepted within 3. SPECIFICATION DEVIATIONS BY THE 30 days and on receipt of an original invoice. PROPOSER/OFFEROR - Any deviation from this specification MUST be noted in detail, and submitted in 11. MODIFICATION, ADDENDA & INTERPRETATIONS - writing in the Proposal. Completed specifications should Any apparent inconsistencies, or any matter requiring be attached for any substitutions offered, or when explanation or interpretation, must be inquired into by amplifications are desirable or necessary. The absence the Proposer in writing at least 72 hours (excluding of the specification deviation statement and weekends and holidays) prior to the time set for the Proposal opening. Any and all such interpretations or accompanying specifications will hold the Proposer strictly accountable to the specifications as written modifications will be in the form of written addenda. All herein. Failure to submit this document of specification addenda shall become part of the Contract documents deviation, if applicable, shall be grounds for rejection of and shall be acknowledged and dated on the signature the item when offered for delivery. If specifications or page. descriptive papers are submitted with Proposals, the 12. LAWS AND REGULATIONS - All applicable State of Proposer's name should be clearly shown on each Iowa and federal laws, ordinances, licenses and document. regulations of a governmental body having jurisdiction 4. COLLUSIVE PROPOSAL - The Proposer certifies that shall apply to the award throughout as the case may be, the proposal submitted by said Proposer is done so and are incorporated here by reference. without any previous understanding, agreement or 13. SUBCONTRACTING - No portion of this Proposal may connection with any person, firm, or corporation making be subcontracted without the prior written approval by a proposal for the same Contract, without prior the City. knowledge of competitive prices, and it is, in all respects, fair, without outside control, collusion, fraud or 14. ELECTRONIC SUBMITTAL - Telegraphic and/or otherwise illegal action. proposal offers sent by electronic devices (e.g. facsimile 5. SPECIFICATION CHANGES, ADDITIONS AND machines) are not acceptable and will be rejected upon DELETIONS -All changes in Proposal documents shall receipt. Proposing firms will be expected to allow be through written addendum. Verbal information adequate time for delivery of their proposal either by obtained otherwise will NOT be considered in awarding airfreight, postal service,or other means. of Proposals. 15. CANCELLATION-Either party may cancel the award in 6. PROPOSAL CHANGES - Proposals, amendments the event that a petition, either voluntary or involuntary, thereto, or withdrawal requests received after the time is filed to declare the other party bankrupt or insolvent or advertised for Proposal opening, will be void regardless in the event that such party makes an assignment for the benefit of when they were mailed. of creditors. 7. HOLD HARMLESS AGREEMENT - The Contractor 16. ASSIGNMENT- Proposer shall not assign this order or agrees to protect, defend, indemnify and hold harmless any monies to become due hereunder without the prior written consent of the City. Any assignment or attempt the City of Waterloo, its officers and employees from any and all claims and damages of every kind and at assignment made without such consent of the City nature made, rendered or incurred by or in behalf of shall be void. every person or corporation whatsoever, including the 17. EQUAL OPPORTUNITY - The successful firm agrees parties hereto and their employees that may arise, not to refuse to hire, discharge, promote, demote, or to occur, or grow out of any acts, actions, work or other otherwise discriminate in matters of compensation RFP FOR ABSTRACTING SERVICES—2009 Page 10 of 11 against any person otherwise qualified solely because "Iowa Open Records Law". By submitting any document of age, race, color, religion, sex, sexual orientation, to the City of Waterloo in connection with a proposal, gender identity, marital status, national origin, the submitting party recognized this and waives any citizenship status, disability, or veteran status. claim against the City of Waterloo and any of its officers and employees relating to the release of any document 18. TAXES -The City of Waterloo is exempt from sales tax or information submitted. and certain other use taxes.Any charges for taxes from which the City is exempt will be deducted from invoices Each submitting party shall hold the City of Waterloo before payment is made. and its officers and employees harmless from any claims arising from the release of any document or 19. PROPOSAL INFORMATION IS PUBLIC — All information made available to the City of Waterloo documents submitted with any proposal and the arising from any proposal opportunity. proposal shall become public documents and subject to Iowa Code Chapter 22,which is otherwise known as the RFP FOR ABSTRACTING SERVICES—2009 Page 11 of 11 EXHIBIT"A" CONTRACT FOR ABSTRACTING SERVICES This Contract for Abstracting Services (the "Agreement") is entered into as of , 2009, by and between the City of Waterloo, Iowa ("City") and ("Abstract Company"). In consideration of the mutual promises exchanged herein,the parties agree as follows: 1. Services. Abstract Company agrees to provide the abstracting services described in the Request for Proposal—Abstracting Services Hazard Mitigation Grant Program(HMGP) Property Acquisition Project, at the cost set forth in the Service Fee Addendum hereto. Abstract Company will be paid separately for each transaction. Abstract Company's request for payment for services authorized under this Contract shall be submitted on a monthly basis and will be paid within thirty(30) days after receipt of an original invoice and after such services are delivered and accepted. 2. Contract Documents. The following documents (collectively,the "Contract Documents") are hereby incorporated by reference as though set forth herein in full: a. Request for Proposal b. Addenda c. Response (Proposal) from the Successful Bidder In the event of conflict between the provisions of the Contract Documents and this Agreement, the provisions of this Agreement shall prevail. 3. Reporting; Records. Abstract Company shall exercise best efforts to maintain communication with City personnel whose involvement in the project is necessary or advisable for successful and timely completion of the work of the project, including but not limited to the closing of specific transactions. Communications between the parties shall be verbal or in writing, as requested by the parties or as dictated by the subject matter to be addressed. Abstract Company shall maintain all project records for a minimum period of three (3) years after the date of final payment for services rendered under this Agreement. During the term of this Agreement and for the ensuing record-retention period,Abstract Company shall make any or all project records available upon reasonable request, and in any event within two (2) business days of request, to City, Iowa Homeland Security and Emergency Management Division(HSEMD), the Federal Emergency Management Agency(FEMA), the Comptroller General of the United States, and any other agency of state or federal government, or the duly authorized representatives of any of the foregoing, that has provided funding or oversight for the HMGP property acquisition project, for the purpose of making audit, examination, excerpts and/or transcriptions. For purposes of this section, "records"means any and all books, documents, papers and records of any type or nature that are directly pertinent to this Agreement. 4. Government-Mandated Provisions. Because the project activity is funded by the federal government, federal law requires that the City's contracts relating to the project include 7 certain provisions. It is possible that some of the provisions set forth in this Section do not apply to Abstracting Company or the services to be provided hereunder, but the provisions are nonetheless set forth to cause this Contract to comply with federal law. City makes no representation about whether any particular requirement is applicable to this Contract. Parenthetical comments in the following paragraphs are taken from 44 CFR § 13.36(i). A. Remedies. See Section 6 below. B. Termination for Cause and for Convenience. See Sections 6 and 7 below. C. Abstract Company shall comply with Executive Order 11246 of September 24, 1965, entitled"Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR Chapter 60). (applies to all construction contracts awarded in excess of$10,000 by grantees and their contractors or subgrantees) D. Abstract Company shall comply with the Copeland"Anti-Kickback"Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3). (applies to all contracts and subcontracts for construction or repair) E. Abstract Company shall comply with the Davis-Bacon Act (40 U.S.C. 276a to 276A-7) as supplemented by Department of Labor regulations (29 CFR Part 5). (applies to construction contracts in excess of$2,000 awarded by grantees and subgrantees when required by federal grant program legislation, but does not apply to projects paid for with disaster funding) F. Abstract Company shall comply with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5). (applies to construction contracts awarded by grantees and subgrantees in excess of$2,000, and in excess of$2,500 for other contracts which involve the employment of mechanics or laborers) G. City's Reporting Regulations and Requirements. See Section 3 above. H. Patent Rights and Copyrights. With respect to any discovery or invention which arises or is developed in the course of or under this Agreement, the Abstract Company is responsible for complying with requirements pertaining to patent rights, as defined by the awarding agency. With respect to any publication, documents, or data that arises or is developed in the course of or under this Agreement, the Abstract Company is responsible for complying with requirements pertaining to copyright, as defined by the awarding agency. I. Access to Documents. See Section 3 above. J. Retention of Documents. See Section 3 above. K. Abstract Company shall comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection 2 Agency regulations (40 CFR Part 15). (applies to contracts, subcontracts, and subgrants of amounts in excess of$100,000) L. Energy Efficiency Standards. Abstract Company shall comply with mandatory standards and policies relating to energy efficiency that are contained in the State Energy Conservation Plan issued pursuant to the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). [53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995]. 5. Indemnity. Except as to any negligence of City, its officials, officers, employees or agents, in the performance of any duty under this Agreement, and to the extent not covered by insurance maintained by Abstracting Company, Abstracting Company agrees to defend and indemnify City, its officials, officers, employees and agents, and to hold same harmless, from and against any and all claims, demands, causes of action, losses, costs, or liabilities whatsoever, including but limited to reasonable attorneys' fees and expenses, arising from or in connection with the acts or omissions of Abstracting Company in providing the services contemplated by this Agreement. 6. Default; Termination for Cause. In the event that Abstract Company defaults in the performance or observance of any covenant, agreement or obligation set forth in this Agreement, and if such default remains uncured for a period of fourteen(14) days after notice thereof shall have been given by City to Abstract Company(or for a period of twenty-eight(28) days after such notice if such default is curable but requires acts to be done or conditions to be remedied which,by their nature, cannot be done or remedied within such 28-day period and thereafter Abstract Company fails to diligently and continuously prosecute the same to completion within such 28-day period), then City may declare that Abstract Company is in default hereunder and may take any one or more of the following steps, at its option: a. by mandamus or other suit, action or proceeding at law or in equity,require Abstract Company to perform its obligations and covenants hereunder,or enjoin any acts or things which may be unlawful or in violation of the rights of the City hereunder, or obtain damages caused to the City by any such default; b. have access to and inspect, examine and make copies of all books and records of Abstract Company which pertain to the project; c. declare a default of this Agreement,make no further disbursements, and demand immediate repayment from Abstract Company of any funds previously disbursed under this Agreement; d. terminate this Agreement by delivery to Abstract Company of written notice of termination; and/or e. take whatever other action at law or in equity may be necessary or desirable to enforce the obligations and covenants of Abstract Company hereunder, including but not limited to the recovery of funds. 3 No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of City to enforce the same or to obtain relief against or recover for the continuation or repetition of such breach or violation or any similar breach or violation thereof at any later time or times. In the event that City prevails against Abstract Company in a suit or other enforcement action hereunder,Abstract Company agrees to pay the reasonable attorneys' fees and expenses incurred by City. 7. Termination for Convenience. This Agreement may be terminated at any time, in whole or in part, upon the mutual written agreement of the parties. City may also choose to terminate this Agreement at any time by delivering to Abstract Company 30-days' advance written notice of intent to terminate. 8. Non-Assignable Duties. Abstract Company may not assign his or her duties hereunder without the prior written consent of City. 9. Independent Contractor. Abstract Company is an independent contractor and is not an employee, servant, agent,partner, or joint venturer of City. Abstract Company has no power or authority to enter into contracts or agreements on behalf of City. City shall determine the work to be done by Abstract Company, but Abstract Company shall determine the legal means by which he or she performs the work specified by City. City is not responsible for withholding, and shall not withhold, FICA or taxes of any kind from any payments which it owes Abstract Company. Neither Abstract Company nor his or her employees, if any, shall be entitled to receive any benefits which employees of City are entitled to receive and shall not be entitled to workers' compensation, unemployment compensation,medical insurance, life insurance, pension, or any benefits of any type or nature whatsoever on account of their work for City. Abstract Company shall be solely responsible for compensating his or her employees, if any. 10. Severability. In the event any provision of this Agreement, together with the Contract Documents, is held invalid, illegal, or unenforceable, whether in whole or in part, the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any provision of this Agreement is invalid, illegal, or unenforceable as written, but that by limiting such provision it would become valid, legal, and enforceable, then such provision shall be deemed to be written and shall be construed and enforced as so limited. 11. General Terms. This Agreement,together with the Contract Documents, constitutes the entire agreement between the parties pertaining to the subject matter hereof. This Agreement may not be modified or amended except pursuant to the mutual written agreement of the parties. This Agreement is binding on the parties and the heirs,personal representatives, successor and assigns of each. Time is of the essence in the performance of the terms hereof. IN WITNESS WHEREOF,the parties have executed this Contract for Abstracting Services as of the date first set forth above. 4 CITY OF WATERLOO, IOWA By: Timothy J. Hurley, Mayor [Abstract Company] Attest: City Clerk 5 SERVICE FEE ADDENDUM Activity Title Cost Total actual expenses allowed by the project budget, including any renewal extensions of the Contract, shall not exceed $50,000.