HomeMy WebLinkAboutContract 53254 CITY SECRETARY
RFC1EIV D N.1-kA f NO.
"IC 132019
V11y0mVW0nrffPROFESSIONAL SERVICES AGREEMENT
'7m'SFGRli AAY REAL PROPERTY ACQUISITION
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 Cobb, Fendley & Associates, 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 tenns and conditions of Exhibits A,
B or C and the terms and conditions set forth in the body of this Agreement, the terns and conditions of
this Agreement shall control.
1. SCOPE OF SERVICES.
Vendor will function as an independent contractor to provide non-exclusive acquisition services
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.
This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective
Date") and shall expire on December , 2020 ("Expiration Date"), unless terminated earlier in
accordance with this Agreement ("Initial Tern"). 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," —
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 Iiable
for any additional expenses of Vendor not specified by this Agreement unless City first approves such
expenses in writing.
OFFICRAY RECORD
4. TERMINATION.
Professional Services Agreement—Real Property Acquisition Services Page 1 of 17
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.
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
the right to examine at reasonable times any directly pertinent books, documents, papers and records,
Professional Services Agreement—Real Property Acquisition Services Page 2 of 17
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 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.
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, FROMAND AGAINST ANYAND 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.
REGARDING PROFESSIONAL LIABILITY CLAIMS, THE VENDOR SHALL HAVE NO DUTY
TO DEFEND, BUT SHALL REIMBURSE DEFENSE COSTS TO THE SAME EXTENT AS THE
OVERALL INDEMNITY OBLIGATIONS HEREIN.
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
Professional Services Agreement—Real Property Acquisition Services Page 3 of 17
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 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 (e) 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 Iiable 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
Professional Services Agreement—Real Property Acquisition Services Page 4 of 17
$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- BodiIy Injury by disease; each employee
$500,000- Bodily Injury by disease; policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (COL) 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.
Professional Services Agreement—Real Property Acquisition Services Page 5 of 17
(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,
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-DISCREVHNATION 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 Cobb, Fendley&Associates,Inc.
Attn: Kevin B. Gunn, Interim Assistant City Attn: Josh Canuteson, SRWA
Manager 2801 Network Blvd, Suite 800
200 Texas Street Frisco,Texas 75034
Fort Worth,TX 76102-6314
Facsimile: (817) 392-8654
Professional Services Agreement—Real Property Acquisition Services Page 6 of 17
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.
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.
Professional Services Agreement—Real Properly Acquisition Services Page 7 of 17
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. 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.
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 (1-9). 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.
Professional Services Agreement—Real Property Acquisition Services Page 8 of 17
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 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
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.
Professional Services Agreement—Real Property Acquisition Services Page 9 of 17
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples
(signature page follows)
Professional Services Agreement—Real Property Acquisition Services Page 10 of 17
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 this
contract, including ensuring all performance and
By: reporting re*eme
Name: Kevin B. Gunn
Title: Inte 'm Assistant City Manager
Date: Z 3 7�/ By;
Name: RAPPROVAL RECOMMENDED: Title: AsProent
APPROVED AS TO FORM AND LEGALITY:
By:
(.0—
N64"'�teve Cooke
Title: Director
Property Management Department By:
Name: Matt Murray
ATTEST: Title: Assistant City Attorney
_ CONTRACT AUTHORIZATION:
By '; , R `:M&C: NIA
N e: a set 1a95: 0OIq-56 !SDI
Title: City Secretary
VENDOR:
Cobb,Fendley &Associates,Inc., ATTEST:
a Texas corporation
By:
By: ors Name:
me J. Cal Bostwick Title: ® �km �
Title: Senior Vice President
Date:
OFFICIAL RECORD
MY SECRETARY
Professional Services Agreement—Real Property Acquisition Services Page 11 of 17
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 Sill 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.
S. 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 12 of 17
9. Upon completion of the tide company closing the property, the Vendor's consultant will
submit a closed project parcel file with all of the documents Iisted 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
I. 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.
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 13 of 17
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
l. 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);
£ Final Offer Letter(CMRRR);
g. Acknowledgement of LBOR;
h. Conveyance Documents;
i. Signed/Scaled Survey;
j. Updated Title Commitment;
k. Title support documents;
1. Counter Offers;
in. Project Consultant Communication Log Notes;
n. Legal Impending Action Notice Letter; and
Professional Services Agreement Exhibit A Page 14 of 17
o. All correspondence with the property owner including emails.
2. Project Consultant will be available to respond to questions from City Attorney's Office
during the condemnation process as necessary.
Professional Services Agreement Exhibit A Page 15 of 17
Exhibit B
PAYMENT AND FEE SCHEDULE
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 $ 4,500.00
Title and Closing Services
Eminent Domain Support $ 2,000.00
Professional Services Agreement—Exhibit B Page 16 of 17
Exhibit C
VERIFICATION OF SIGNATURE AUTHORITY
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: J. Cal Bostwick
Position: Senior ViFe President
' nit re
2. Name: Monica Silver
Position: President
�KA
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Professional Services Agreement—Exhibit C Page 17 of 17