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HomeMy WebLinkAboutContract 63758Non-Exclusive Real Property Acquisition Services Agreement Page 1 of 13 Teague, Nall, and Perkins This NON-EXCLUSIVE REAL PROPERTY ACQUISITION PROFESSIONAL SERVICES AGREEMENT CITY OF FORT WORTH a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and TEAGUE, NALL, AND PERKINS, INC. Vendor Texas corporation, and acting by and through its duly authorized representative, each individually referred to as a and collectively referred to as the 1.Scope of Services. Vendor will provide professional real property acquisition services on a non-exclusive basis (the , which are set forth in more detail in attached hereto and incorporated herein for all purposes. 2. Term. The initial term of this Agreement is for one (1) year, beginning on the date that City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4), one-year renewal option(s) 3. Compensation. 3.1 Total compensation under this Agreement will not exceed NINETY-SEVEN THOUSAND DOLLARS AND 00/100 ($97,000.00). The City makes no promise or guarantee of the total amount of work that will be assigned to Vendor under this Agreement. 3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and provisions of this Agreement, including which is attached hereto and incorporated herein for all purposes. 3.3 Vendor will 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 will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 3.4 The - Real Estate Division shall issue a written or emailed Engagement Letter establishing the locations and schedules for each service to be completed by Vendor Engagement Letter Vendor shall perform the Services in accordance with each Engagement Letter issued by the Non-Exclusive Real Property Acquisition Services Agreement Page 2 of 13 Teague, Nall, and Perkins Management Department - Real Estate Division. The Department - Real Estate Division may issue an amended Engagement Letter to address any changes in the work to be performed after an Engagement Letter has been issued. Except as otherwise specified in this Agreement, the fee established in each Engagement Letter Price Schedule. Vendor shall not proceed with an appraisal assignment until they are in receipt of a copy of the Engagement Letter signed by the City and Vendor. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for 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 will 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 will pay Vendor for services actually rendered up to the effective date of termination and Vendor will 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 will 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 will 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 will treat all information provided to it by City as confidential and will 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 will promptly notify Vendor. It will be the responsibility of Vendor 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. Non-Exclusive Real Property Acquisition Services Agreement Page 3 of 13 Teague, Nall, and Perkins 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must 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 will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City will, until the expiration of five (5) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said five 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 will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will 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 will 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 subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will 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 contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, INCLUDING, BUT NOT LIMITED TO, 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, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, 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 PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS Non-Exclusive Real Property Acquisition Services Agreement Page 4 of 13 Teague, Nall, and Perkins AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPRSENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 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 use of the software or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will 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 will 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 will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to 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 will 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 will 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 assumption of payment of costs or expenses will not eliminate Vendor 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 will, 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 documentation with equally suitable, compatible, and functionally equivalent non-infringing software and 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 will 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 will 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 will be 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, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. Non-Exclusive Real Property Acquisition Services Agreement Page 5 of 13 Teague, Nall, and Perkins 10.Insurance. Vendor must 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 Services 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 will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing S will be any vehicle owned, hired and non-owned. (c) : ensation laws where the Services are 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): Applicable N/A $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 must 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 must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. Non-Exclusive Real Property Acquisition Services Agreement Page 6 of 13 Teague, Nall, and Perkins (b) must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) limits of coverage must be provided to City. will be acceptable in the event of non-payment of premium. Notice must be sent to the City in accordance with the notice provision of this Agreement. (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 will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will 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 will 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 must immediately desist from and correct the violation. 12.Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor will 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, CONTRACTORS, SUBCONTRACTORS, 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 will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives; or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 To VENDOR: Jennifer Hall Director of Right of Way Services Teague, Nall and Perkins Non-Exclusive Real Property Acquisition Services Agreement Page 7 of 13 Teague, Nall, and Perkins With copy to Fort Worth same address 14.Solicitation of Employees. Neither City nor Vendor will, 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 contractor, 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 will 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 does not constitute a waiver of City's or Vendor occasion. 17.Governing Law / Venue. This Agreement will 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 will 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 will not in any way be affected or impaired. 19.Force Majeure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will 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; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or ossible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20.Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, will 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 Non-Exclusive Real Property Acquisition Services Agreement Page 8 of 13 Teague, Nall, and Perkins 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 will 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 will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23.Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24.Warranty of Services. Vendor warrants that its services will be of a high 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 option, Vendor will 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. 25.Immigration Nationality Act. Vendor must 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 will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26.Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (). Further, City will 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 will 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 will 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. 27.Record Keeping and File Maintenance. The Vendor agrees to maintain accurate and complete records of all activities, transactions, and communications related to the services provided under this Agreement in accordance with the Audit retention period specified herein. These records shall include, Non-Exclusive Real Property Acquisition Services Agreement Page 9 of 13 Teague, Nall, and Perkins but are not limited to, all documents, correspondence, reports, and data generated or received in connection with the performance of the services. The Vendor shall: 1.Retention Period: Retain all records and files for a minimum period of [specify duration, e.g., "five (5) years"] from the date of completion of the services or termination of this Agreement, whichever is later. 2.Storage and Security: Ensure that all records and files are stored securely and protected from unauthorized access, loss, or damage. The Vendor shall implement appropriate measures to safeguard the confidentiality and integrity of the records. 28.Signature Authority. The person signing this Agreement hereby warrants that they have 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. 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 must 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 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.No Boycott of 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 2271 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 Isra s the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 31.Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 32.Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City Non-Exclusive Real Property Acquisition Services Agreement Page 10 of 13 Teague, Nall, and Perkins is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 33.Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 34.Entirety of Agreement. This Agreement 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. (signature page follows) Non-Exclusive Real Property Acquisition Services Agreement Page 11 of 13 Teague, Nall, and Perkins IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. City: By: ___________________________ Name: Valerie Washington Title: Assistant City Manager Date: ___________________________ Vendor: By: ___________________________ Name: Jennifer, Hall Title: Director, Teague, Nall, and Perkins Services, Date: ___________________________ FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: ______________________________ Name: Marilyn Marvin Title: Director, Property Management Approved as to Form and Legality: By: ______________________________ Name: Thomas Royce Hansen Title: Assistant City Attorney Contract Authorization: M&C: Not required Form 1295: Not required 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 reporting requirements. By: ______________________________ Name: Jeremy Van Rite Title: Real Property Manager City Secretary: By: ______________________________ Name: Jannette S. Goodall Title: City Secretary 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-weekly 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. Foreign language capability, other than Spanish, will be approved by the City and billed as a pass through cost. 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. Real Estate Appraisal Services 1. Appraisers will provide advance notice of the date and time of their appraisal inspections of the subject property to the Vendor Project Manager. 2. Appraisers will prepare and conduct personal pre-appraisal contact with interest owners for each parcel. 3. Appraisers will contact property owners or their designated representative to offer an Maintain a record of contact in the file. 4. For an initial appraisal assignment, prepare an appraisal report for each parcel to be acquired utilizing appropriate appraisal forms. These reports shall conform to policies and procedures along with the Uniform Standards of Professional Appraisal Practices as promulgated by the Appraisal Foundation. 5. Vendor will review and recommend completed appraisals for approval by the City Staff or assigns. 6. Should revisions or updates to appraisal reports be requested by the City, Vendor will submit associated fees to City for approval before authorizing such revisions or updates. Negotiation Services 1. - 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 (CMRRR) to the proper address. 3. survey exhibits and any other required documents necessary to comply with state law shall be sent to each property owner by Vendor. Page 2 of 5 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 counteroffer 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. , including dates, 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 City of Fort Worth assigned Land Agent. 8. Upon completion of securing the signed acquisition, closed-project parcel file with all of the documents listed below in File Management (items F thru J) for subsequent delivery to the City. 9. T facilitate approval of conveyance documents and payment to the landowner. 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 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 shall mail a legal impending letter to the landowner and will notify the City Land Agent. In anticipation of the City exercising the process of Eminent Domain, t consultant shall begin preparing the supporting documentation Condemnation checklist. This documentation to be delivered to the City Agent prior to the 90- day mark from the date of issuance of the Initial Offer Letter. 11. For parcels where negotiations were unsuccessful or because of incurable title issues, an ED Package (Condemnation checklist) 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; Review Appraisal (if applicable); d. Offer Letter (CMRRR); e. Final Offer Letter (CMRRR); f. Acknowledgement of LBOR; g. Conveyance Documents; h. Signed/Sealed Survey; i. Updated Title Commitment; j. Title support documents; k. Counter Offers; l. Project Consultant Communication Log Notes; m. Legal Impending Action Notice Letter ; and n. Schedule B Analysis of Title o. All correspondence with the property owner including emails. p. during the condemnation process as necessary. Page 3 of 5 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. Review of Appraisal (if applicable); e. Fully executed Letter of Agreement (i.e. acceptance of offer); f. For corporate landowners: signing authority and Secretary of State verification 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. Rights information; and e. If attempts to contact are not successful, immediately notify City Project Land Agent f. If payment to the landowner is necessary for a TROE, a letter agreement shall be prepared by the project consultant identifying the owner and amount of payment. 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. 2. Title commitment updates will be obtained periodically by Vendor and prior to closing. The commitments shall be updated if necessary to be no older than 90 days from the date of 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 greater than $25,000.00 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 Page 4 of 5 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 and is not included in this scope of work. The fee for such additional curative services for 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) Support 1. In the event of eminent domain proceedings against any parcel, the City may require the Vendor to be an expert witness for pretrial conferences, depositions, special commissioner hearings, court appearances, and any other consultation with the City directly related to preparations of court testimony. Page 5 of 5 PAYMENT AND FEE SCHEDULE PAYMENT SCHEDULE The invoice should include a detailed description of the work performed; service, parcels, and receipts for pass through billables and billed as shown below. FEE SCHEDULE Service Fee Per Parcel Project Management, Negotiations, File Management and Title and Closing Services $4,000.00-$8,000 (billed as percent complete) Project setup complete, title/appraisal ordered if applicable 25% Offer made 50% Signed docs received 75% Parcel closed or to ED 100% Eminent Domain Support $2,000.00-$3,000 (billed hourly) TROEs, PUAs, TAEs $600-1200 each to account for economy of scale and cost of labor for the next 5 years. (billed as percent complete) Appraisal Services Cost plus 10% (billed as fixed fee) Title Services Ownership and Lien Report OR Title Commitment $750-$1500 (billed as fixed fee)