HomeMy WebLinkAboutContract 54741 CSC No. 54741
PROFESSIONAL SERVICES AGREEMENT
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 Dana Burghdoff, its
duly authorized Assistant City Manager, and Contract Land Staff, LLC ("Vendor"), a Delaware limited
liability company, 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 contract 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 November 30,2021 ("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 `S," —
Payment and Fee Schedule. Total payment made under this Agreement for the first year by City shall be
in an amount up to$97,000.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.
OFFICIAL RECORD
Professional Services Agreement CITY SECRETARY Page 1 of 16
FT.WORTH, TX
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,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
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audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice
of intended audits.
7. INDEPENDENT CONTRACTOR
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 COVENANTSANDAGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROMAND A GAINS T A NY AND ALL CLAIMS OR LAWSUITS OFANYKIND
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
Professional Services Agreement Page 3 of 16
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.
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
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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
$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.
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(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-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 Contract Land Staff,LLC
Attn: Dana Burghdoff,Assistant City Manager Attn Robert Roberts, General Counsel
200 Texas Street 2245 Texas Drive, Suite 200
Fort Worth, TX 76102-6314 Sugar Land,TX 77479
Facsimile: (817)392-8654
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
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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.
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.
Professional Services Agreement Page 7 of 16
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 (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
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.
Professional Services Agreement Page 8 of 16
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.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signature page follows)
Professional Services Agreement Page 9 of 16
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
O:OSCDT this contract,including ensuring all performance and
By: Dana Burghdoff(OCt26,20
reporting requirements.
Name: Dana Burghdnff
Title: Assistant City Manager
Oct 26,2020
Date: By:
Name: RogerVenables
APPROVAL RECOMMENDED: Title:
APPROVED AS TO FORM AND LEGALITY:
Ste✓e CooKe
By: Steve Cooke(OCt 26,202016:50 COT)
Name: Steve Cooke
Title:Director
Property Management Department Name: Matt Murray
aab4on4�� Title: Assistant City Attorney
ATTEST: �0 .°Rr°*0
daiLC� o°o ° ° CONTRACT AUTHORIZATION:
By: `��gU U � i� ° °
*
b�tl nEXA`�4obp IYItILC: NIA
Name: Mary Kayser
Title: City Secretary
VENDOR:
Contract UW Staf€;Ij�C ATTEST:
E By.
Name: aria Hittle Name: Robert W. Roberts
Title: President and CEO Title: General Counsel
Date: August I I. 2020
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Professional Services Agreement Page 10 of 16
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 reports or as requested by the City and a status of service-
tasks on completed and remaining parcel acquisition.
3. Vendor staff will be 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 and 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, any conveyance documents,
survey exhibits and any other required documents necessary to comply with 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 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 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 communications along with the counter-offer correspondence
received from the property.
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 11 of 16
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, or the property
owner is non-responsive, the 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 Mana eg ment
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
Temporary Rights of Entry(TROE)
1. Vendor will coordinate and obtain TROEs 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 upon receipt of the
signed/sealed survey exhibits for the project,as directed by the City.Vendor project consultant
will use TAD property ownership data for any pending surveys.
Professional Services Agreement—Exhibit A Page 12 of 16
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 normally 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 the 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 CFW Project Land Agent.
Eminent Domain(ED)SMort
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);
£ 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
o. All correspondence with the property owner including emails.
Professional Services Agreement—Exhibit A Page 13 of 16
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 14 of 16
Exhibit B
PAYMENT AND FEE SCHEDULE
PAYMENT SCHEDULE
Vendor will be 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 $ 3,900.00
Title and Closing Services
Eminent Domain Support $ 2,000.00
Professional Services Agreement—Exhibit B Page 15 of 16
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. N : Darin Hittle
Positio _ resi C�sEO
Signature
2. Name: Faith A.Roland
Position:Executive Vice President
c
Signature
3. Name:
Position:
Signature
Name:Da 'r Hitt e
Signaturepf0reside t/CEO
Other Title:
Date: August 11,2020
Professional Services Agreement—Exhibit C Page 16 of 16