APPRAISER AGREEMENT

THIS AGREEMENT is made and entered into this	day of	, 20	, by and between the City of Overland Park, Kansas, (hereinafter, the "City") and	, (hereinafter, the "Appraiser").

WITNESSETH:

WHEREAS, the City desires to acquire easements and right-of-way for the widening and improvement of	, (hereinafter, the “Improvement”); and

WHEREAS, the City has requested that the Appraiser submit an engagement letter to outline services Appraiser is proposing to provide; and

WHEREAS, the City and the Appraiser desire to enter into an agreement setting forth the terms and conditions of their understanding as regards the services.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

SECTION 1.	SCOPE OF SERVICES

The Appraiser agrees to appraise and negotiate for rights-of-way and easements as set forth in Exhibit A attached hereto and incorporated herein by reference, (hereinafter the “Services”).

SECTION 2.	STATUS

Appraiser is an independent contractor and as such is not an agent or employee of the City.

SECTION 3.	COMPENSATION

A.	Total Fee. City agrees to pay Appraiser an amount not to exceed	Dollars ($	). The fee is based on the performance of the Services, and shall be billed using rates as set forth in Exhibit A. All work shall be completed on or before	, 2004. If any additional services beyond the Services outlined in Exhibit A are deemed to be necessary, the compensation for said services shall be agreed upon in writing by both parties.

B.	Manner of Payment. Invoices for fees will be submitted every four weeks and are to be paid within 30 days of receipt.

SECTION 4.	TERMINATION

Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the City to terminate this Agreement in whole or in part, with or without cause, subject to written notice Appraiser. If the City terminates the Agreement prior to completion of Services, City shall compensate Appraiser for all Services satisfactorily completed to date of its receipt of the termination notice. Compensation shall not include anticipatory profit or consequential damages, neither of which will be allowed.

SECTION 5.	SUBCONTRACTING OF SERVICES

The Appraiser shall not subcontract or assign any of the Services to be performed under this Agreement

SECTION 6.	KDOT AND FEDERAL REQUIREMENTS

The appraisals furnished by Appraiser will meet all KDOT and Federal appraisal regulations, policies and procedures, if required for this Improvement.

SECTION 7.	OWNERSHIP OF REPORT

The final report and all documents prepared in connection with the Services shall be the property of the City upon completion of the Services. Appraiser will have no responsibility to update its report for events and circumstances occurring after the date of its report.

SECTION 8.	INSURANCE

The Appraiser shall maintain throughout the duration of this contract insurance in, at minimum, the amounts specified below. All general and automobile liability insurance shall be written on an occurrence basis unless otherwise agreed to in writing by the City.

A.	General Liability Insurance

General Aggregate:	$500,000.00

Products‑Completed Operations Aggregate:	$500,000.00

Personal & Advertising Injury:	$500,000.00

Each Occurrence:	$500,000.00

Policy must include the following:

1)	Broad Form Contractual/Contractually Assumed Liability

2)	Independent Contractors

Name City of Overland Park as “Additional Insured”.

B.	Automobile Liability Insurance

Policy shall protect the Appraiser against claims for bodily injury and/or property damage arising from the ownership or use of all owned, hired and/or non‑owned vehicles and must include protection for either:

1)	Any Auto

OR

2)	All Owned Autos;

Hired Autos; and

Non‑Owned Autos.

Limits

Each Accident, Combined Single Limits

Bodily Injury and Property Damage:	$500,000

Name City of Overland Park as “Additional Insured”.

C.	Workers' Compensation and Employer's Liability

This insurance shall protect the Appraiser against all claims under applicable state workers' compensation laws. The Appraiser shall also be protected against claims for injury, disease or death of employees which, for any reason may not fall within the provisions of a workers' compensation law. The policy limits shall not be less than the following:

Workers' Compensation:	Statutory

Employer's Liability:

Bodily Injury by Accident	$100,000 each accident

Bodily Injury by Disease	$500,000 policy limit

Bodily Injury by Disease	$100,000 each employee

If Appraiser has no employees, a waiver form provided by the City must be executed.

D.	Professional Liability: The Consultant shall maintain throughout the duration of this Agreement Professional Liability Insurance in an amount not less than Five Hundred Thousand Dollars ($ 500,000.00), and shall provide the City with certification thereof.

E.	Industry Ratings

The City will only accept coverage from an insurance carrier who offers proof that it:

1)	Is licensed to do business in the State of Kansas;

2)	Carries a Best's policyholder rating of B+ or better;

AND

Carries at least a Class X financial rating.

OR

Is a company mutually agreed upon by the City and Appraiser.

Certification of insurance coverage shall be on the City's standard Certificate of Insurance form or on forms acceptable to the City.

SECTION 9.	INDEMNITY

A.	Definition

For purposes of indemnification requirements, the term "Loss" shall have the meaning set forth as follows:

"Loss" means any and all Loss, damage, liability or expense, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including attorney's fees and the cost of defense), in connection with any action, proceeding, demand or claim for injury, including death, to any person or persons or damages to or Loss of, or Loss of the use of, property of any person, firm or corporation, including the parties hereto, which arise out of or are connected with, or are claimed to arise out of or be connected with, the performance of this contract whether arising before or after the completion of the work required hereunder.

B.	Indemnity

For purposes of this Agreement, Appraiser hereby agrees to indemnify, defend and hold harmless the City, its employees and agents from any and all Loss where Loss is caused or incurred or alleged to be caused or incurred in whole or in part as a result of the negligence or other actionable fault of the Appraiser, its affiliates, subsidiaries, employees, agents and subcontractors/assignees and their respective servants, agents and employees.

It is agreed as a specific element of consideration of this Agreement that this indemnity shall apply notwithstanding the joint, concurring or contributory or comparative fault or negligence of the City or any third party and, further notwithstanding any theory of law including, but not limited to, a characterization of the City's or any third party's joint, concurring or contributory or comparative fault or negligence as either passive or active in nature; provided, however, that the Appraiser's obligation hereunder shall not include amounts attributable to the fault or negligence of the City or any third party for whom the Appraiser is not responsible.

In the case of any claims against the City, its employees or agents indemnified under this Agreement, by an employee of the Appraiser, its affiliates, subsidiaries, or assignees, the indemnification obligation contained in this Agreement shall not be limited by any limitation on amount or type of damages, compensation or benefits payable by or for the Appraiser, its affiliates, subsidiaries, or assignees, under workers' compensation acts, disability benefit acts, or other employee benefit acts.

SECTION 10.	DISPUTE RESOLUTION

City and Appraiser agree that disputes relative to the project should first be addressed by negotiations between the parties. If direct negotiations fail to resolve the dispute, the party initiating the claim that is the basis for the dispute shall be free to take such steps as it deems necessary to protect its interests; provided, however, that notwithstanding any such dispute Appraiser shall proceed with the work as per this Agreement as if no dispute existed; and provided further that no dispute will be submitted to arbitration without the City's express written consent.

SECTION 11.	AFFIRMATIVE ACTION/OTHER LAWS.

A.	Equal Employment Opportunity. During the performance of this contract, the Appraiser agrees as follows:

1.	The Appraiser shall comply with the Kansas Act against discrimination and shall not discriminate against any employee because of race, religion, color, sex or national origin and will abide by the provisions of the Age Discrimination in Employment Act of 1967, as amended. The Appraiser will take affirmative action to ensure that applicants are employed and that applicants are treated during employment without regard to their race, religion, color, sex or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment advertisement; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Appraiser agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the requirements of these nondiscrimination provisions.

2.	The Appraiser will, in all solicitations or advertisements for employees placed by or on behalf of the Appraiser, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex or national origin and shall include the phrase "equal opportunity employer" or a similar phrase approved by the Kansas Commission Human Rights Commission (“Commission”) on Civil Rights.

3.	If the Appraiser fails to comply with the manner in which the Appraiser reports to the commission in accordance with the provisions of K.S.A. 44-1031 and amendments thereto, the Appraiser shall be deemed to have breached the present Agreement and it may be canceled, terminated or suspended, in whole or in part, by the City.

4.	If the Appraiser is found to have violated the Kansas Act against discrimination under a final decision or order of the Kansas Commission on Civil Rights, the Appraiser shall be deemed to have breached the Contract, and it may be canceled, terminated or suspended, in whole or in part, by the City.

5.	The Appraiser will include all of Subsections 1 through 4 in every subcontract or purchase order, so that such provisions will be binding upon each subcontractor or vendor.

B.	Other Laws. The Appraiser agrees to abide by all other federal, state or local laws, ordinances and regulations applicable to this Project and to furnish any certification required by any federal, state or local governmental agency in connection with same.

SECTION 12.	GENERAL PROVISIONS

A.	This Agreement contains the complete agreement between the parties and shall, as of the effective date hereof, supersede all other agreements between the parties. The parties stipulate that neither of them has made any representation with respect to the subject matter of this Agreement except such representations as are specifically set forth in this document and each of the parties acknowledges that it has relied on its own judgment in entering into this Agreement.

B.	Any modification of this Agreement or additional obligation assumed by either party in connection herewith shall be binding only if evidenced in writing signed by each party or an authorized representative of each party.

C.	If any provision, or any portion thereof, contained in this Agreement is held to be unconstitutional, invalid, or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed severable, shall not be affected, and shall remain in full force and effect.

D.	It is the intention of the parties that this Agreement and the performance hereunder, and all suits and special proceedings under this Agreement, be construed in accordance with and under and pursuant to the laws of the State of Kansas and that, in any action, special proceeding or other proceeding that may be brought arising out of, in connection with, or by reason of this contract, the laws of the State of Kansas shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which any action or special proceeding may be instituted.

E.	The titles to sections of this Agreement are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Agreement.

SECTION 13.	EXECUTION OF AGREEMENT

The parties hereto have caused this Agreement to be executed on the day and year first above written.

CITY OF OVERLAND PARK, KANSAS

Doug Brown

Director of Public Works

Approved as to Form:

Tammy M. Owens

Senior Assistant City Attorney

APPRAISER

Appraiser’s Signature

APPRAISER’S STATEMENT

I have contracted with the City of Overland Park to perform appraiser services. I do not employ the services of any other person(s) or subcontractor(s). In the event that I hire any person to serve as either my employee or subcontractor, I hereby agree to purchase Workers’ Compensation Insurance and immediately furnish the City of Overland Park proof of such insurance.

Appraiser’s Signature	Date

Page 5 of 7	Rev. 11-9-09

APPRAISER AGREEMENT

Nancy Sappington

2004-12-09

City of Overland Park