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HomeMy WebLinkAboutContract 53135-R1 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 CSC No. 53135-RI CITY OF FORT WORTH CONTRACT RENEWAL NOTICE October 9, 2020 Pinnacle Consulting Management Group, Inc. Attn: Marcus Boyd, Vice President 1400 Brown Trail, Suite A Bedford, Texas 76022 Re: Contract Renewal Notice Contract No. CSC No. 53135 (the "Contract") Renewal Term No. 1: December 1, 2020 to November 30, 2021 The above referenced Contract with the City of Fort Worth expires on November 30, 2020 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew the Contract for an additional one (1) year period, which will begin immediately after the Expiration Date. All other terms and conditions of the Contract remain unchanged. Please return this signed acknowledgement letter, along with a copy of your current insurance certificate, to the address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to provide a signed acknowledgment does not affect the renewal. Please log onto PeopleSoft Purchasing at http://fortworthtexas.goy/purchasing to insure that your company information is correct and up-to-date. If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed below. Sincerely, City of Fort Worth,Property Management Department Ricky Salazar Real Property Manager (817) 392-8379 OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Professional Services Agreement—Real Property Acquisition Services Pinnacle Contract Renewal Page 1 of 2 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 CSC No. ACCEPTED AND AGREED: CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and Dana QuMhdoff administration of this contract, including By.uana Burghdoff(Oct 16,202009:58CDT) ensuring all performance and reporting Name: Dana Burghdoff requirements. Title: Assistant City Manager i By: APPROVAL RECOMMENDED: Name: Ricky Salazar Title: Real Property Manager Property Management Department SfevB-Co�ke- By:steve Cooke(Oct 15,202021:10CDT) APPROVED AS TO FORM AND Name: Steve Cooke LEGALITY: Title: Property Management Director dp4Opn odFF O 0 00 ATTEST: P o��.i o ���w � o�o °=a By: Name: Matt Murray o00000000 .CY �EXD'Soo Title: Assistant City Attorney �tldbd�4 By`or Ronald P.Gonzales(Oct 16,202010:30 CDT) Name: Mary Kayser CONTRACT AUTHORIZATION: Title: City Secretary M&C: N/A Date Approved: N/A Form 1295 Certification No.:2019-557119 Pinnacle Consulting Management Group, a Texas corporation Docu Signed by: CUS 156 j By: 6546A8D9C55A478... Name: Marcus Boyd Title: Vice President OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Professional Services Agreement—Real Property Acquisition Services Pinnacle Contract Renewal Page 2 of 2 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 4 RECEIVED CITY SECRETARY NOV 25 2019 CONTRACT N0. 53135 CITYOR roRTwoRTH CITYSECRETARY PROFESSIONAL SERVICES AGREEMENT REAL PROPERTY ACQUISITION I THIS AGREEMENT ("Agreement") is made and entered into between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through Kevin B. Gunn, its duly authorized Interim Assistant City Manager, and Pinnacle Consulting Management Group, Inc., ("Vendor"), a Texas corporation, each individually referred to as a"party" and collectively referred to as the"parties". AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Professional Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Payment and Fee Schedule;and 4. Exhibit C—Verification of Signature Form. Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Vendor will function as an independent contractor to provide non-exclusive acquisition services j including but not limited to negotiations to purchase real property and process support Exhibit A, Scope of Services more specifically describes the services to be provided hereunder. 2. TERM. I This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective Date") and shall expire on November 30 , 2020 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions,for up to two(2) one-year renewal options, at j City's sole discretion. 3. COMPENSATION. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform i services under this Agreement in accordance with the provisions of this Agreement and Exhibit "B," — Payment and Fee Schedule. Total payment made under this Agreement for the first year by City shall be in an amount up to Ninety-Seven Thousand and 00/100 Dollars ($97,000.00). Vendor shall 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 shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. Professional Services Agreement—Real Property Acquisition Services-Pinnacle Page 1 of 18 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 I I I I 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 shall 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 shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall 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 shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 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. 5.2 Confidential Information. Vendor,for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. I 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 shall promptly notify Seller. It will be the responsibility of Seller 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 5.4 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify 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 shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Vendor agrees that City shall,until the expiration of three (3)years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and Professional Services Agreement—Real Property Acquisition Services-Pinnacle Page 2 of 18 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 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 involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. INDEPENDENT VENDOR. j i It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself,and any of its officers,agents, servants,employees or subVendor. i 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 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 CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any j patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section,Vendor shall have the right to conduct the defense of any such Professional Services Agreement—Real Property Acquisition Services-Pinnacle Page 3 of 18 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall 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 and Assignee shall be jointly 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, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. i 10. INSURANCE. Vendor shall 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 work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate Professional Services Agreement—Real Property Acquisition Services-Pinnacle Page 4 of 18 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 I i (b) Automobile Liability: I $1,000,000- Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle"shall be any vehicle owned,hired and non-owned. (c) Worker's Compensation: I Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is 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 I (d) Professional Liability(Errors &Omissions): $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. j Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear.The term City shall include its employees,officers, officials, agents,and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of j coverage shall be provided to City.Ten (10) days' notice shall be acceptable in the event of non-payment of premium.Notice shall be sent to the Risk Manager, City of Fort Worth, 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 Professional Services Agreement—Real Property Acquisition Services-Pinnacle Page 5 of 18 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 i i strength and solvency to the satisfaction of Risk Management. If the rating is j below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall 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 shall 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 shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. i Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not, discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES,ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. NOTICES. i Notices required pursuant to the provisions of this Agreement shall be conclusively determined to q 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: i City of Fort Worth Pinnacle Consulting Management Group,Inc. Attn: Kevin B. Gunn, Interim Assistant City Attn: Marcus Boyd,Vice President Manager 1400 Brown Trail, Suite A 200 Texas Street Bedford,Texas 76022 Fort Worth,TX 76102-6314 Facsimile: (817)392-8654 With copy to Fort Worth City Attorney's Office at same address Professional Services Agreement—Real Property Acquisition Services-Pinnacle Page 6 of 18 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 i i I, 14. SOLICITATION OF EMPLOYEES. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent Vendor,any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer.Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS. 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 shall 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. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted, at law or in equity, is brought pursuant to this Agreement,venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the j Northern District of Texas,Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. i Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. Professional Services Agreement—Real Property Acquisition Services-Pinnacle Page 7 of 18 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 I I I I I i 21. REVIEW OF COUNSEL. i The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment,modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument,which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including Exhibits A,B and C, 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. 24. COUNTERPARTS. i This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or(b)refund the fees paid by City to Vendor for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. Vendor shall 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 shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall 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 SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided Professional Services Agreement—Real Property Acquisition Services-Pinnacle Page 8 of 18 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 I under this Agreement(collectively,"Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a"work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product, j 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. 28. SIGNATURE AUTHORITY. i i The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. j 29. CHANGE IN COMPANY NAME OR OWNERSHIP Vendor shall 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. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL i 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 2270 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" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, 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 contract. IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples Professional Services Agreement—Real Property Acquisition Services-Pinnacle Page 9 of 18 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 I (signature page follows) �I i i i Professional Services Agreement—Real Property Acquisition Services-Pinnacle Page 10 of 18 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 I I I ACCEPTED AND AGREED: I CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this By: contract,including ensuring all performance and d Name: Ke B.Gunn reporting requirements. Title: Interim Assistant City Manager j Date: By: APPROVAL R COMMENDED: N Rog r e s Title: Assi t Dir cto Property Manage nt Department I APPROVED AS TO FORM AND LEGALITY: By: Name: Steve ooke Title: Director Property Management Department By. /L Name: Matt Murray"' ATTEST: Title: Assistant City Attorney `' •: CONTRACT AUTHORIZATION: BY f. ' &C: N/A ame: Ma er ,z�-:� Title: City Sec re - t q. VENDOR: Pinnacle Consulting Management Group, a ATTEST: i Texas corporation By: By: Name: A-nr nl 6r.R It r—c. S up ame: arcus.Boyd Title: Title: Vice President Date: 11/18/19 Professional Services Agreement—Real Property Acquisition Services-Pinnacle Page 11 of 18 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 I I i i �I i i i i i i i I I I �i i I i li I i Professional Services Agreement—Real Property Acquisition Services-Pinnacle Page 12 of 18 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 Exhibit A SCOPE OF SERVICES Project Management Services: 1. Vendor shall prepare and deliver one monthly invoice utilizing standard payment submission forms with supporting documentation as requested and directed by the City. 2. Vendor shall provide bi-monthly written report or as requested by the City a status of service tasks on completed and remaining to parcel acquisition. 3. Vendor will maintain readily available during normal City business hours and as needed for the project in order to deliver the property interests to meet project timelines. 4. Vendor will provide foreign language capability, as needed. 5. Vendor shall provide notary services by a current commissioned notary public. 6. Vendor shall comply with all Federal, State and City acquisition laws regulations during the acquisition of the assigned parcels. 7. Vendor shall attend designated meetings, including pre-work, progress and any other meetings deemed necessary by the City. Negotiation Services 1. All "eminent domain or non-voluntary" acquisitions will comply with CFR Part 24 and the Uniform Relocation Assistance and Real Property Act of 1970 (Uniform Act) as well as Texas Property Code, Chapter 21.. 2. After a diligent review of the public records, Vendor shall prepare and send "Project Information Letter" along with the Landowner's Bill of Rights by Certified Mail Return Receipt Requested(CMRRR)to the proper address. 3. An"Initial Offer Letter" (30 Days), with the appraisal report, conveyance document, survey exhibits and any other required documents necessary to comply with the state law shall be sent to each property owner by Vendor. 4. Vendor shall make a good faith effort to contact the property owner(s)to reach an agreement and will respond to the property owner inquiries verbally or in writing within two (2) business days. 5. If the property owner chooses to make a counter offer, the Vendor's project consultant will advise the property owner to submit such counter offers in writing, signed and with the applicable backup documentation if such is required under the circumstances. 6. The Vendor's project consultant will provide the City a signed or initialed written summary outlining the negotiation communication along with the counter-offer correspondence received from the property owner. 7. Once an agreement has been reached, the necessary documentation (Letter of Agreement/Offer Letter, Conveyance Document and completed/signed W-9)will be provided by Vendor to the title company for the purpose of producing a settlement statement. 8. Upon receipt of the funds to close, the title company will coordinate a closing date with the owner and notify the Vendor's project consultant. Professional Services Agreement—Exhibit A Page 13 of 18 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 I I 9. Upon completion of the title company closing the property, the Vendor's consultant will submit a closed project parcel file with all of the documents listed below in File Management (items F thru J)for subsequent delivery to the City. 10. After the 30 day Initial Offer Letter is sent and negotiations reach an impasse, the property owner is non-responsive, the Vendor's project consultant will notify the City Project Land Agent. A written Final Offer Letter(14 day) will be sent by Vendor via certified mail to the property owner as required; if an agreement is not reached,the Vendor project consultant will notify the City Project Land Agent and will prepare the supporting documentation for the Eminent Domain (ED) package for delivery to the City Property Management Department Real Property Division. File Management 1. Parcel acquisition files will be kept up-to-date by Vendor and all permanent records transferred by Vendor to the City at the completion of the project. 2. The acquisition file shall contain the following items,without limitation: a. Mayor and Council(M&C)approval—if applicable; b. All mailings correspondence to property owners; c. Contact log in chronological order from latest to earliest communications; d. Appraisal; e. Review of Appraisal(if applicable); f. Fully executed Letter of Agreement(i.e. acceptance of offer); g. Original fully executed recorded deed; h. Original fully executed partial releases,subordination agreements and other curative documents; i. Original title policy; and j. Fully executed copy of the title company settlement statement. l A. Temporary Rights of Entry(TROE) 1. Coordinate and obtain TROE's needed(e.g. appraiser,survey,testing)from each property owner based on TAD property ownership information. Vendor will also: a. Prepare TROE document for each property; b. Make telephone contact w/property owner(s)prior to sending the TROE; c. Make reasonable attempts(such as a site visit or meeting)to contact property owner to obtain a signed TROE; d. Mail project plan information packet to the property owner with Landowner's Bill of Rights information; and e. If attempts to contact are not successful immediately notify City Project Land Agent Title and Closing Services 1. The Vendor project consultant will commence securing title commitments information upon receipt of the signed/sealed survey exhibits for the project, as directed by the City. Vendor Project consultant will TAD property ownership data for any pending surveys. Professional Services Agreement—Exhibit A Page 14 of 18 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 it 2. Title commitment updates will be obtained periodically by Vendor and prior to closing. 3. Vendor project consultants will analyze the title information and work with the title company to secure clear title for all parcels acquired, insuring acceptable title to the City. All Schedule C items will be cleared prior to closing. Certain exceptions on Schedule B may have to be cleared prior to closing. A determination of any exceptions to clearing title will be at the City's discretion. a. If title curative efforts are outside of what is normal required, i.e. researching unknown heirs, obtaining more than a few releases, working with bankruptcy courts or working through complex lender requirements, this work will be considered "additional services" and is not included in this scope of work. The fee for such additional curative services for these parcels will be negotiated and an amendment to Vendor's professional services agreement will be required. b. Fees imposed by lenders for partial releases will be paid by the City. A request for a check summarizing the need for the check along with backup documentation will be emailed to the City for review and approval. 4. All title company premium fees including incidental fees will be paid as a pass through to the City. 5. A signed W-9 from the property owner(s) along with the applicable closing documents (i.e. settlement statement, acceptance of the offer letter, etc.) and the title company wiring instructions will be provided to the City by Vendor for the purpose of requesting funds for closing the transaction. 6. Closing will be coordinated by the title company through the Vendor project consultant for the purpose of providing a closing status to the City Project Land Agent. Eminent Domain(ED)Support j 1. For parcels where negotiations were unsuccessful or because of incurable title issues,an ED Package will be assembled by Vendor for delivery to the City containing the following support documentation: a. Property Ownership Information(i.e. all interested parties); b. Intro Letter; c. Appraisal; d. Review Appraisal(if applicable); e. Offer Letter(CMRRR); f. Final Offer Letter(CMRRR); g. Acknowledgement of LBOR; h. Conveyance Documents; i. Signed/Sealed Survey; j. Updated Title Commitment; k. Title support documents; 1. Counter Offers; m. Project Consultant Communication Log Notes; n. Legal Impending Action Notice Letter; and Professional Services Agreement—Exhibit A Page 15 of 18 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 I o. All correspondence with the property owner including emails. i 2. Project Consultant will be available to respond to questions from City Attorney's Office j during the condemnation process as necessary. i I I i III I I I I I I �I Professional Services Agreement—Exhibit A Page 16 of 18 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 I I I I I Exhibit B j PAYMENT AND FEE SCHEDULE I I I PAYMENT SCHEDULE Vendor will compensated 35% of the fee listed for each parcel upon preparing and presenting an offer package to the parcel's owner,subject to the approval of the City's project manager. The remaining 65% of the fee will be paid to Vendor upon City project manager approval of the executed deed or other real estate documents, including temporary-construction easements, required by the project. If the Vendor is unable obtain the necessary real estate documents, the City will pay the remaining 65% of the fee when the parcel file is accepted and approved by the City project manager and when the Vendor has demonstrated a good-faith effort to obtain the documents. The invoice for remaining payment shall include a detailed description of the work performed. FEE SCHEDULE Service Fee'Per Owner .' Project Management,Negotiations,File Management and Title and Closing Services $ 3,500.00 I I Eminent Domain Support $ 2,000.00 i i I I� I Professional Services Agreement—Exhibit B Page 17 of 18 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 Exhibit C VERIFICATION OF SIGNATURE AUTHORITY Exeotidon of this Signature Verification Form ("Form") hereby certifies that dic following itidh-idtials and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form witil it receives a revised Form that has been properly executed by Vendor, 1. Name: Marcus Boyd Po sition• a President Si ature i 2. Name: Position: Signature 3. Name: Position: I i Signature Name.. Signature of President/CEO i Other Title: Date: 11/15/2019 i Professional Services Agreement—Exhibit C Page 18 of 18 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 CSC No. CITY OF FORT WORTH CONTRACT RENEWAL NOTICE October 9, 2020 Pinnacle Consulting Management Group, Inc. Attn: Marcus Boyd, Vice President 1400 Brown Trail, Suite A Bedford, Texas 76022 Re: Contract Renewal Notice Contract No. CSC No. 51576 (the "Contract") Renewal Term No. 1: November 10, 2020 to November 9, 2021 The above referenced Contract with the City of Fort Worth expires on November 9, 2020 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew the Contract for an additional one (1) year period, which will begin immediately after the Expiration Date. All other terms and conditions of the Contract remain unchanged. Please return this signed acknowledgement letter, along with a copy of your current insurance certificate, to the address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to provide a signed acknowledgment does not affect the renewal. Please log onto PeopleSoft Purchasing at http://fortworthtexas.goy/purchasing to insure that your company information is correct and up-to-date. If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed below. Sincerely, City of Fort Worth, Property Management Department Ricky Salazar Real Property Manager (817) 392-8379 Professional Services Agreement—Real Property Relocation Services Pinnacle Contract Renewal Page 1 of 2 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 CSC No. ACCEPTED AND AGREED: CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and Dana a"hdaff administration of this contract, including By,anaBurghdoff(Oct 16,202009:58CDT) ensuring all performance and reporting Name: Dana Burghdoff requirements. Title: Assistant City Manager By: APPROVAL RECOMMENDED: Name: Ricky Salazar Title: Real Property Manager Property Management Department Sfevis-Crfa,F,e- BySteve Cooke(Oct 15,202021:10 CDT) APPROVED AS TO FORM AND Name: Steve Cooke LEGALITY: Title: Property Management Director ATTEST: ��� By: Name: Matt Murray �D��D`1GI GD�tZ�tL2,1 Title: Assistant City Attorney Byfor Ronald P.Gonzales(Oct 16,202010:30 CDT) Name: Mary Kayser CONTRACT AUTHORIZATION: Title: City Secretary M&C: N/A Date Approved: N/A Form 1295 Certification No.:2019-557119 Pinnacle Consulting Management Group, a Texas corporation Docu Signed by: �IaVGI�S 156�j By: 6546A8D9C55A4i Name: Marcus Boyd Title: Vice President Professional Services Agreement—Real Property Relocation Services Pinnacle Contract Renewal Page 2 of 2 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 ARY CITY NO. sF�09r��8 PROFESSIONAL SERVICES AGREEMENT R�g9Y� THIS AGREEMENT ("Agreement") is made and entered into between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and through Jesus J.Chapa,its duly authorized Assistant City Manager,and Pinnacle Consulting Management Group,Inc.,a Texas corporation ("Contractor"). AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Professional Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule; and 4. Exhibit C—Verification of Signature Authority Form. Exhibits A,B and C,which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Relocation Services. Exhibit"A," - Scope of Services more specifically describes the services to be provided hereunder. 2. TERM. This Agreement shall begin on November 9', 2018 ("Effective Date") and shall expire on November 9', 2020 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion,to renew this Agreement under the same terms and conditions,for up to two (2)one-year renewal options, at City's sole discretion. 3. COMPENSATION. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit"B,"—Price Schedule. Total payment made under this Agreement for the first year by City shall be in the amount of Ei2hteen Thousand and NO/100 Dollars($18,000.00).Vendor shall 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 shall 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 shall terminate on the last day of the fiscal period for which appropriations were Professional Services Agreement a e 10"Itile��txx CI Y SECRETARY FT. WORTH,TX DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 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 shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall 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 shall provide City with copies of all completed or partially completed documents prepared under this Agreement.In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 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. 5.2 Confidential Information. Vendor, for itself and its officers,agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way.Vendor shall notify 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 shall,in good faith,use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this contract,or the final conclusion of any audit commenced during the said three years,have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records,including, but not limited to, all electronic records,of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. INDEPENDENT VENDOR. It is expressly understood and agreed that Vendor shall operate as an independent Vendor 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 shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between Professional Services Agreement Page 2 of 16 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers,agents,servants,employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subVendor. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTSAND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SER VANTS AND EMPLOYEES,FROMAND A GAINSTANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section,Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or action.City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation;or(b)modify the software and/or documentation Professional Services Agreement Page 3 of 16 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment,the assignee shall 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 and Assignee shall be jointly 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, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Vendor shall 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 work 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 shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall 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 work is being performed Employers' liability $100,000- Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee Professional Services Agreement Page 4 of 16 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 $500,000- Bodily Injury by disease;policy limit (d) Professional Liability(Errors&Omissions): $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made,and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City.Ten(10)days' notice shall be acceptable in the event of non-payment of premium.Notice shall be sent to the Risk Manager,City of Fort Worth,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 shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall 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 shall 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, Professional Services Agreement Page 5 of 16 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations,Vendor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES,ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR AGREES TO ASSUME 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 shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth Marcus Boyd,Vice President Attn: ,Assistant City Manager Pinnacle Consulting Management Group, Inc. 200 Texas Street 1400 Brown Trail, Suite A Fort Worth, TX 76102-6314 Bedford,TX 76022 Facsimile: (817) 392-8654 682-701-6642 Facsimile: 972-591-4488 With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent Vendor, any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS. 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. Professional Services Agreement Page 6 of 16 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 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 shall 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. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas.If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B,and C. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment,modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. ENTMETY OF AGREEMENT. This Agreement, including Exhibits A, B and C, 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. 24. COUNTERPARTS. Professional Services Agreement Page 7 of 16 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards.City must give written notice of any breach of this warranty within thirty(30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or(b)refund the fees paid by City to Vendor for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. Vendor shall 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 shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall 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 SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement(collectively, "Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, 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. 28. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party,and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"C". Each party is fully Professional Services Agreement Page 8 of 16 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. CHANGE IN COMPANY NAME OR OWNERSHIP Vendor shall 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. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Vendor acknowledges that in accordance with Chapter 2270 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" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, 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 contract. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this oZ7-tk day of &)VeMloa- ,20IS. (signature page follows) Professional Services Agreement Page 9 of 16 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of By: this contract,including ensuring all performance and Name: reporting requirements. Title: Assistant City Manag r Date: ��i `�$ By: Name: vvt✓ie C APPROVAL RECOMMENDED: Title: G� APPROVED AS TO FORM AND LEGALITY: By: Name: Title: By: "4wo Name: uK D, (n'02YM u- ATTEST: Title: Assistant City Attorney ,CRACT AUTHORIZATION: Title: City 'ec etary r . �7FXP.... �5.''� VENDOR: Pinnacle Consulting Management Grou Inc. ATTEST: By: By: Nam Marcus Boyd Name: uanSalaza Titlef Vice President Title: koject Manager Date: �� g OFFICIAL RECORD Professional Services Agreement DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 EXHIBIT A SCOPE OF SERVICES RELOCATION ASSISTANCE SERVICES FOR BUSINESS, RESIDENTIAL, PERSONAL PROPERTY, STORAGE UNITS, AND OUTDOOR ADVERTISING SIGNS The Acquisition and Relocation Provider shall ensure that all relocation assistance services performed for a work authorization executed under this contract meet the following criteria: 1 The Acquisition and Relocation Provider shall provide advanced notice to the City office of the date and time of the initial meeting with the Displacee regarding the Appraiser's and Relocation Agent's inspection of the subject property. 2 The Acquisition and Relocation Provider shall notify all City-approved Displacees of eligibility for relocation assistance. At the time of initial contact, the Acquisition and Relocation Provider shall provide Displacees that are approved by the City with a Relocation Assistance Packet consisting of the following City-approved forms: 2.1 Department Form ROW-R-96 (Page 1) 2.2 Department Form ROW-R-MP 2.3 Department Form ROW-R-CE 2.4 Relocation Assistance Brochure 2.5 Copy of the Relocation Assistance Program Survey along with a stamped return envelope addressed as shown below. All distributed surveys shall have the City CPN and Parcel number pre-completed by the Relocation Agent before delivery to the Displacee. Property Management Department— Real Property Division 900 Monroe Street, Suite 404 Fort Worth, Texas 76102 3 The Acquisition and Relocation Provider shall provide on-going relocation assistance and advisory services to Displacees affected by the acquisition of right of way and shall deliver required City forms to the City office that are signed by the Displacee. On-going advisory services include monitoring the move and any necessary relocation activities taken by the Displacee. Frequency and manner for monitoring the move must match the complexity of the relocation, however, the expectation is multiple in-person site visits, which is standard practice, and must be documented in the contact log portion of the required City forms to be submitted at close out. 4 The Acquisition and Relocation Provider shall locate, evaluate, and maintain files on comparable available housing as well as listings for non-residential properties, Professional Services Agreement—Exhibit A Page 11 of 16 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 for the duration of the project. These files are subject to review by the City office as deemed necessary. 5 The Acquisition and Relocation Provider shall compute and submit the request for relocation housing and rental supplement to the City office on the appropriate City form with supporting photos attached for each property. NOTE: The Acquisition and Relocation Provider shall attach to each ROW-R-107 submission package, when applicable, a carve-out calculation worksheet (Form ROW-R-CARV). The carve-out calculation worksheet will be provided by the Department. 6 The Acquisition and Relocation Provider shall provide 90-day notice of relocation assistance eligibility: 6.1 Deliver the 90-day notice and benefits package at the same time as the written offer to purchase is delivered. 6.2 The 90-day notice may not be delivered prior to a personal interview with the Displacee during which time the Relocation Agent determines the type, needs and eligibilities of the Displacee, or before the issuance of the initial offer. 7 The Acquisition and Relocation Provider shall provide 30-day notice to vacate once the State has possession of the property. The Displacee must be given a minimum of 90 days' notice prior to being required to vacate. 8 The Acquisition and Relocation Provider shall immediately notify the City office if evidence exists that the Displacee has not made sufficient effort to vacate the premises prior to the expiration of the 30-day notice. 9 The Acquisition and Relocation Provider shall perform a decent, safe, and sanitary (DSS) inspection of replacement housing in accordance with Department policy. The Acquisition Provider shall complete the appropriate Department forms and submit to the City office. 10 Negotiated Self-Moves (for Non-Residential Moves) 10.1 Request for Negotiated Self-Move shall be submitted on appropriate Department forms and must include: (1) a move plan (Department Form ROW-R-MP); (2) written inventory signed and dated by the Displacee (or their representative) and the Relocation Agent; and (3) a minimum of two (2) bids from commercial movers and supporting vendors of the commercial movers. 10.2 Depending on the complexity of the move additional supporting documentation may be required by The City. Professional Services Agreement—Exhibit A Page 12 of 16 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 10.3 The Acquisition and Relocation Provider is responsible for requesting moving estimates from moving companies after obtaining Displacee's bid. Moving estimates must be obtained by the Acquisition Provider, not the Displacee. Moving estimates must be prepared in writing and in the name of the Department, not the Acquisition Provider. NOTE: The Acquisition and Relocation Provider shall convey to the Displacee that all City approved provisions of the Self-Move must be met prior to the disbursement of funds. Negotiated Self-Move requests will not be accepted after the start of any move. 11 The Acquisition and Relocation Provider must coordinate and monitor moves with displaced homeowners, business owners, tenants, and with moving companies in accordance with Department procedures. 12 Relocation Agent shall maintain relocation contact logs on appropriate Department forms journaling all attempted and completed contacts with all parties, including descriptions of the reasons and outcome for each contact. Copies of all Displacees' emails with date and time sent must be captured in the Acquisition and Relocation Provider's relocation contact logs. 13 Relocation Agent shall: 13.1 Attend closings on replacement property and ensure supplemental payment is properly distributed. 13.2 Process and compute increased interest payments as required. 13.3 Be available for any appeals and meetings. The Acquisition and Relocation Provider's Relocation Agent shall provide any appeal-related documents as requested by the Department in order to facilitate the meeting. 13.4 Prepare all relocation payment claim submissions for all Displacees in accordance with Department guidelines. 13.5 Deliver warrants in accordance with City guidelines. 13.6 Issue Relocation Assistance Program Surveys to all Displacees. The Acquisition and Relocation Provider's Relocation Agent shall enter the CPN and Parcel numbers on the form prior to distribution to the Displacee. 14 The Acquisition Provider shall provide an executed Department form for the Certification of Eligibility (Department Form ROW-R-CE) with all Displacee claims. Professional Services Agreement—Exhibit A Page 13 of 16 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 15 The City office shall approve the timing and content of any notice to a Displacee concerning relocations prior to the Acquisition and Relocation Provider sending the notice. 16 Any modifications to the City's relocation forms must have prior approval from the City office. 17 When the City directs the Acquisition and Relocation Provider to cease all contract services and terminate the work authorization through no fault of the Acquisition and Relocation Provider, the Acquisition and Relocation Provider shall work with the City office to determine whether each relocation is to proceed or letters rescinding relocation benefits are to be sent. 17.1 When benefits are rescinded, payment for the milestone currently being worked on will be payable in full upon submittal of the complete file to that point. 17.2 Complete files will include a copy of the letter rescinding benefits and all documentation and contact logs capturing communications with the Displacee and complete documentation for any claims payable up to the time Professional Services Agreement—Exhibit A Page 14 of 16 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 EXHIBIT B PRICE SCHEDULE Proposed fees for the project are based on the Residential Relocation of three (3) displacees: Relocation Services—$6,000.00 per displacee for a total of$18,000.00 Pinnacle will submit monthly invoices based upon the following milestones: Residential Relocation: COE, Computation and Approval of Replacement Housing — 50% of fee ($3,000.00) Move Complete, Property Vacated —40% of fee ($2,400.00) Closing of Parcel, Submission of Parcel File — 10% of fee ($600.00) Non-Residential Relocation: COE, Move Plan, Inventory and 90-day notice delivery— 50% of fee ($3,000.00) Move Complete, Property Vacated —40% of fee ($2,400.00) Closing of Parcel, Submission of Parcel File— 10% of fee ($600.00) Professional Services Agreement—Exhibit B Page 15 of 16 DocuSign Envelope ID:3EE03EFF-F496-4ED6-A86A-3AECC2E464D5 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY PINNACLE CONSULTING MANAGEMENT GROUP,INC. 1400 BROWN TRAIL, SUITE A BEDFORD,TX 76022 Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: Marcus Boyd T tion: a President �� ignat e 1 2. Name: Position: Signature 3. Name: Position: Signature Name: Mar Boyd Si atur of Vice President Other Title: Date: OFFICIAL RECORD CITY SECRETARY Professional Services Agreement—Exhibit C FT. ff?(,11 fX