HomeMy WebLinkAbout064850 - General - Contract - SRLS Texas, LLCCSC No. 64850
FORT WORTH,:.
NON-EXCLUSIVE REAL PROPERTY ACQUISITION PROFESSIONAL SERVICES
AGREEMENT
This NON-EXCLUSIVE REAL PROPERTY ACQUISITION PROFESSIONAL SERVICES
AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH
("City"), a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City
Manager, and SRLS Texas, LLC ("Vendor"), Texas corporation, and acting by and through its duly
authorized representative, each individually referred to as a "party" and collectively referred to as the
"parties."
1. Scope of Services. Vendor will provide professional real property acquisition services on
a non-exclusive basis (the "Services"), which are set forth in more detail in Exhibit "A," 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
this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated
earlier in accordance with this Agreement ("Initial Term"). 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)
(each a "Renewal Term").
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 Exhibit "B,"
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 City's Property Management Department - 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 City's Property
OFFICIAL RECORD
Non -Exclusive Real Property Acquisition Services Agreement CITY SECRETARY Page 1 of 17
FT. WORTH, TX
Management Department - Real Estate Division. The City's Property Management
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 shall be based upon the fee schedule attached hereto as Exhibit `B," — 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
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 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 ("City Information") 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 2 of 17
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 three (3) years after
final payment under this Agreement, 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 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.
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 ACTS) 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 3 of 17
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 City's 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
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
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 may receive relating thereto. Notwithstanding the foregoing, City's
assumption of payment of costs or expenses will 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 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.
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 4 of 17
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 Services under this Agreement. "Any
vehicle" will 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 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): [01 Applicable [01 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.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
Non -Exclusive Real Property Acquisition Services Agreement Page 5 of 17
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice 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's duties and obligations hereunder, it 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
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
SRLS Texas, LLC
Attn: Mark W. Bilyeu
2132 L. Don Dodson Drive, Ste. 100
Bedford, Texas 76021
Non -Exclusive Real Property Acquisition Services Agreement Page 6 of 17
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's respective right to insist upon appropriate performance or to assert any such right on any future
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
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
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
hinders the Party's performance, as soon as reasonably possible 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
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.
Non -Exclusive Real Property Acquisition Services Agreement Page 7 of 17
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's
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'S EMPLOYEES, 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 (collectively, "Work Product"). 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. 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.
28. Change in Company Name or Ownership. Vendor must 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
Non -Exclusive Real Property Acquisition Services Agreement Page 8 of 17
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.
29. 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 Israel during the term of the contract. The terms "boycott Israel"
and "company" has the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this Agreement, 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 Agreement.
30. 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
applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides
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.
31. 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
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 Vendor's 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.
32. 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
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. 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 9 of 17
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
City:
_ I/a�� W"_Z-
By:
Val( VNashington (Mar 10, 2026 19.15.18 CDT)
Name: Valerie Washington
Title: Assistant City Manager
Date: 03/10/2026
Vendor:
By:
Name: Mark W. Bilyeu
Title: Managing Member
Date: 11 /05/2025
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By: U
Name: Marilyn Marvin
Title: Director, Property Management
Approved as to Form and Legality:
By:
Name:
Title:
Thomas Royce Hansen
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: Lisa Alexander
Title: Senior Land Agent
City Secretary:
Fen. Ilea
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By:
Name: Jannette S. Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Non -Exclusive Real Property Acquisition Services Agreement Page 10 of 17
1W4II1_1.311W.11
SCOPE OF SERVICES
Project Management Services
1. Vendor will prepare and deliver one monthly invoice utilizing standard payment submission
forms with supporting documentation as requested and directed by the City.
2. Vendor will 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 will provide notary services by a current commissioned notary public.
6. Vendor will comply with all Federal, State and City acquisition laws and regulations during the
acquisition of the assigned parcels.
7. Vendor will 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 opportunity
to accompany the appraiser on the appraiser's inspection of the subject property. 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 will 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.
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
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.
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2. After a diligent review of the public records, Vendor will prepare and send Project Information
Letter along with the Landowner's Bill of Rights (LBOR) 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 will be sent to each
property owner by Vendor.
4. Vendor will 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, 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 with a signed or initialed written summary,
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, the Vendor's consultant will submit a closed -
project parcel file with all of the documents listed below in File Management (items F through J)
for subsequent delivery to the City.
9. The City's assigned Land Agent will facilitate approval of conveyance documents and payment to
the landowner.
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's assigned 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's project consultant will mail a legal impending letter to the
landowner and will notify the City's assigned Land Agent. In anticipation of the City exercising the
process of Eminent Domain, the Vendor's project consultant will begin preparing the supporting
documentation as described in the City's Condemnation checklist. This documentation is to be delivered
to the City's assigned Land Agent prior to the 90-day mark from the date of issuance of the Initial Offer
Letter.
10. 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. Letter of Interest;
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;
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1. Project Consultant Communication Log Notes;
in. Legal Impending Action Notice Letter;
n. Schedule B Analysis of Title;
o. All correspondence with the property owner including emails; and
p. Project Consultant will be available to respond to questions from City Attorney's Office
during the condemnation process as necessary.
Relocation Services
1. Personal Property and Commercial Signs
a. Provide advance notice of the date and time of the initial meeting with the Displacee
regarding the Appraiser's and Relocation Agent's inspection of the subject property.
b. Notify all Displacees of eligibility for relocation assistance and provide eligible, City -
approved Displacees with a Relocation Assistance Packet consisting of the following
approved forms:
i. Parcel advisory services record;
ii. Certificate of eligibility; and
iii. Relocation Assistance Brochure
c. Provide ongoing relocation assistance and advisory services to eligible, City -approved
Displacees affected by the acquisition of right of way and deliver required forms,
completed and signed by Displacee, to the City's Project Manager. Ongoing advisory
services include monitoring Displacee's move from the subject property and any
relocation activities taken by the Displacee. The frequency and manner for monitoring
the move must match the complexity of the relocation; however, the expectation is in -
person site visits, which is standard practice, and must be documented in the contact log
to be submitted to the City upon close-out of the relocation.
d. Deliver the 90-day notice to Displacee after an interview with same, during which the
Relocation Agent determines the type, needs, and eligibilities of the Displacee.
Displacee may not receive a 90-day notice prior to an initial interview.
e. After the concurrence with the City's Project Manager, provide 30-day notice to vacate to
Displacee.
f. Immediately notify the City's Project Manager if Displacee does not vacate the premises
after the 30-day notice expires.
g. Relocation Agent must:
i. Be available for any relocation appeals and meetings;
ii. Prepare all relocation payment claim submissions for all eligible Displacees on
appropriate form and in accordance with City guidelines; and
iii. Deliver any direct payments for relocation claims to Displacees in accordance
with City guidelines.
h. City must approve the timing and content of any notice to a Displacee concerning
relocations prior to the Relocation Agent sending said notice.
i. Provide the City an executed certification of eligibility with all Displacee claims.
2. Residential Property
In addition to the Relocation Services for Personal Property and Commercial Signs described in
Section 1, Relocation Agent will:
a. Locate, evaluate, and maintain files on comparable available housing and listings for
residential properties for the project's duration. These files are subject to review by the
City's Project Manager.
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b. Compute and submit the request for relocation housing/rental supplement to the City's
Project Manager on the appropriate form with supporting photos attached for each
property.
c. Perform a decent, safe, and sanitary (DSS) inspection of replacement housing in
accordance with Federal policy. Complete the appropriate forms and submit them to the
City's Project Manager.
d. Coordinate and monitor moves between Displacee and moving companies in accordance
with City procedures.
e. Maintain relocation contact logs on appropriate City forms journaling all attempted and
completed contacts with all parties, including descriptions of the reasons and outcome for
each contact. Copies of the Displacce's emails with date and time sent must be captured
in Relocation Agent's contact logs.
f. Relocation Agent will:
i. Attend closings on replacement property and ensure supplemental payment is
properly distributed; and
ii. Process and compute increased interest payments as required.
g. Submit memorandum to the City's Project Manager reporting the actual date the
Displacee vacated parcel, including documentation (as directed by the City's Project
Manager) of the move.
h. Transmit memorandum to the City's Project Manager stating that all relocation assistance
has been completed.
i. Submit the completed file to the City with documents filed by the activity date.
Completed file documents must contain
i. All contacts with the Displacee;
ii. Completed claim forms and copies of all payment submissions for relocation
assistance; and
iii. Signed form (in checklist format, as directed and approved by the City's
Project Manager) by the Displacee verifying move is completed and benefits
have been explained to them.
3. Non -Residential Property
In addition to the Relocation Services described in Sections 1 and 2, Relocation Agent will:
a. Locate, evaluate, and maintain files on comparable available commercial space and
listings for non-residential properties for the project's duration. These files are subject to
review by the City's Project Manager.
b. Submit completed Department Forms Move Plan, Parcel Record, and Certificate of
Eligibility signed by Displacee to the City.
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 will 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;
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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)
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 LBOR information; and
e. If attempts to contact property owner(s)are not successful, immediately notify City
Project Land Agent; and
f. If payment to the property owner(s) is necessary for a TROE, a letter agreement will be
prepared by the project consultant identifying the owner and amount of payment.
Title and Closinn Services
l . 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 will 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, ensuring 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 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.
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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.
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1 W.4_ 11308.9
PAYMENT AND FEE SCHEDULE
Payment Schedule
The invoices 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
$5,000.00 — $10,000.00 (billed as percent complete)
• Project setup complete, title/appraisal ordered if applicable -
Project Management, Negotiations,
25%
File Management, and Title &
• Offer made - 50%
Closing Services
• Signed documents received - 75%
• Parcel closed or to ED - 100%
Eminent Domain Support
$300 / hour (billed hourly)
$2,000.00 — $3,500.00 per displacce — Personal Property Only
$5,000.00 — $7,000.00 per displacce — Residential
$6,000.00 — $9,500.00 per displacce — Non -Residential
(billed as percent complete)
Relocation Assistance
• Initial interview complete and issuance of 90-day relocation
letter — 65%
• Verification of vacancy for displace complete and signed
vacate form and photos of the vacated site received — 85%
• Relocation complete— 100%
$750.00 — $1,400.00 (billed as a percent complete)
TROEs, PUAs, TAEs
• Signed documents received and payment delivered — 100%
Appraisal Services
Appraiser/Review Appraiser Services - Cost plus 5%
Title Services — Ownership and
Title Company Services - Cost plus 5%
Lien Report or Title Commitment
*Fee range is given to account for complexity.
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