1997-083 0RDIN CE NO 99--
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO
EXECUTE A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF
DENTON AND D L SARGENT, JR DBA SARGENT APPRAISAL COMPANY FOR
APPRAISAL REVIEW SERVICES RELATING TO RIGHT-OF-WAY ACQUISITION
ALONG U S HIGHWAY 77, AUTHORIZING THE EXPENDITURE OF FUNDS
THEREFORE, AND PROVIDING AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
~ That the City Manager is hereby authorized to
execute a professional services agreement for appraisal review
services between the Czty of Denton and D L Sargent, Jr , DBA
Sargent Appraisal Company to assist the City in establishing
reasonable values for the acquisition of right-of-way for U S
Highway 77 wzdenlng project, a copy of which ~s attached hereto
and ~ncorporated here~n
~ II That the City Manager is hereby authorized to
expend the funds as specmfled in the contract
~ That this ordinance shall become effective
mmmedzately upon mrs passage and approval
PASSED AND APPROVED thms the /~ day of ~~__,
1997
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
PROFESSIONAL SERVICES AGREEMENT
FOR D.L Sargent~ Jr, DBA Sargent Appraisal Company
Appraisal Review Services HWY 77 Project
STATE OF TEXAS §
COUNTY OF DENTON §
THIS AGREEMENT is made and entered into as of the day of
, 1996, by and between the City of Denton, a Texas
Municipal Corporation, with its principal office at 215 E McKlnney
Street, Denton, Denton County, Texas 76201, (hereinafter sometimes
referred to as "OWNER") and Sargent Appraisal Company , with its
corporate office at p 0.B0x 2256, 10090 Tom Maxwell , hereinafter
called the ("CONSULT~_NT") acting herein, by and through their duly
authorized representative.
WITNESSETH, that in consideration of the covenants and
agreements herein contained, the parties hereto do mutually agree
as follows.
EMPLOYMENT OF CONSULTANT
The OWNER hereby contracts with CONSULTANT, as an independent
contractor, and the CONSULTANT hereby agrees to perform the
services herein in connection with the Project as stated in the
sections to follow, with diligence and in accordance with the
highest professional standards customarily obtained for such
services in the State of Texas The professional services set out
herein are in connection with the following described project
The Project shall include without limitation, (herein described
Project)
ARTICLE II
SCOPE OF SERVICES
The CONSULTANT shall perform the following services in a
professional manner'
A The CONSULTANT shall perform all those services as necessary
and as described in the OWNER's (herein describe any request
for proposal which the owner has utilized to solicit the
described tn meeting
CONSULTANT's services) with ,lerrv Cl~r~ request which is
oger W~l~ nson '
attached hereto and ma~ a part ~ as
ereof ~x'~" as if
written word for word herein Right-of-way plans already pr0vlded
to consultant
B To perform all those services set forth in CONSULTANT'S (herein
described any proposal of CONSULTANT which has been provided
see att letter 1/~/97
including the date of said proposal ) which
proposal is attached hereto and made a part hereof as Exhibit
"B" as if written word for word herein
C CONSULTANT shall perform all those services set forth in
~ndlvldual task orders which shall be attached to this
agreement and made a part hereof for all purposes as separate
agreements (If CONSULTANT is a professmonal engineer and you
wish to list specific services of the CONSULTANT please lmst
all specific engineering servmces to be provided including the
preparation of detailed plans and specifications)
D If there is any conflict between the terms of this agreement
and the exhibits attached to this agreement the terms and
conditions of this agreement will control over the terms and
conditions of the attached exhibits or task orders.
PAGE 2
ADDITIONAL SERVICES
(To be used if CONSULTANT zs an engineer) Additional Services
to be performed by the CONSULTANT, mf authorized by the OWNER,
whmch are not mncluded mn the above descrmbed basmc servmces, are
described as follows
A During the course of the project, as requested by OWNER, the
CONSULTANT will be available to accompany OWNER's personnel
when meetmng wmth the Texas Natural Resource Conservation
Commmsslon, U S Environmental Protectmon Agency, or other
regulatory agencmes The CONSULTANT will assist OWNER
personnel on an as-needed basis mn preparing compliance
schedules, progress reports, and providing general technical
support for the OWNER's compliance efforts
B Asslstmng OWNER or Contractor in the defense or prosecutmon of
lmtlgatlon mn connection with or in addition to those services
contemplated by th~s Agreement Such services, if any, shall
be furnished by CONSULTANT on a fee basis negotmated by the
respectmve parties outsmde of and mn addmtmon to thms
Agreement
C Sampling, testmng or analysms beyond that specifically included
mn Basmc Servmces
D Preparing copmes of Computer A~ded Drafting (CAD) electronic
data bases, drawings, or fmles for the OWNER's use mn a future
CAD system
E Preparmng appllcatmons and supporting documents for government
grants, loans, or plannmng advances and providing data for
detamled applmcatlons
PAGE 3
F Appearing before regulatory agencies or courts as an expert
witness in any litigation with third parties or condemnation
proceedings arising from the development or construction of the
Project, including the preparation of engineering data and
reports for assistance to the OWNER
G Providing geotechnlcal Investigations for the site including
soil borings, related analyses and recommendations.
H (List any additional services not included in Basic Services)
PERIOD OF SERVICE
This Agreement shall become effective upon execution by the
OWNER and the CONSULTANT of this Agreement and upon issue of a
notice to proceed by the OWNER and shall remain in force for the
period which may reasonably be required for the completion of the
Project, including Additional Services, if any, and any required
extensions approved by the OWNER This Agreement may be sooner
terminated in accordance with the provIsions hereof Time is of
the essence in this Agreement. The CONSULTANT shall make all
reasonable efforts to complete the services set forth herein as
expeditiously as possible and to meet the schedule established by
the OWNER, acting through its City Manager or his designee
ARTICLE V
COMPENSATION
A COMPENSATION TERMS
1 "Subcontract Expense" is defined as expenses incurred by
the CONSULTANT in employment of others in outside firms for
PAGE 4
services in the nature of
2 "Direct Non-Labor Expense" is defined as that expense for
any assignment incurred by the CONSULTANT for supplies,
transportation and equipment, travel, communications,
subsistence and lodging away from home and similar
incidental in connection with that assignment
B BILLING AND PAYMENT
For and in consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay
based on the cost estimate detail at an hourly rate shown in
Exhibit C, which is attached hereto and made a part of this
agreement as if written word for word herein, a total fee
including reimbursement for direct non-labor expense not to
exceed may vary depending on number of appraisals revtewed
see exhibit "B" for rate schedule
Partial payments to the CONSULTANT will be made on the basis of
detailed monthly statements rendered to and approved by the
owner through its City Manager or his designees, however, under
no circumstances shall any monthly statement for services
exceed the value of the work performed at the time a statement
is rendered The owner may withhold the final 5% of the
contract amount until completion of the project.
Nothing contained in this Article shall require the owner to
pay for any work which is unsatisfactory as reasonably
determined by the C~ty Manager or his designee or which is not
submitted in compliance with the terms of this contract. The
City shall not be required to make any payments to the
CONSULTANT when the CONSULTANT is in default under this
PAGE b
contract
It is specifically understood and agreed that the CONSULTANT
shall not be authorized to undertake any work pursuant to this
agreement which would require additional payments by the OWNER
for any charge, expense or reimbursement above the maximum not
to exceed fee as stated without first having obtained written
authorization from the OWNER The CONSULTANT shall not proceed
to perform the services listed in Article IV Additional
Services, without obtaining prior written authorization from
the owner
C ADDITIONAL SERVICES
For additional services authorized in writing by the OWNER in
Article IV, the CONSULTANT shall be paid based on the Schedule
of Charges at an hourly rate shown in Exhibit C Payments for
additional services shall be due and payable upon submission by
the CONSULTANT and shall be in accordance with subsection B
hereof Statements shall not be submItted more frequently than
monthly
D PAYMENT
If the OWNER falls to make payments due the CONSULTANT for
services and expenses within sixty (60) days after receipt of
the CONSULTANT'S undisputed statement thereof, the amounts due
the CONSULTANT will be increased by the rate of one percent
(1%) per month from the said sixtieth (60th) day, and in
addition, the CONSULTANT may, after giving seven (7) days'
written not~ce to the OWNER, suspend services under this
Agreement until the CONSULTANT has been pa~d in full all
amounts due for services, expenses and charges provided,
PAGE 6
however, nothing here~n shall require the owner to pay the late
charge of one percent (1%) set forth herein if the owner
reasonably determines that the work is unsatisfactory, in
accordance with this Article V, Compensation
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence
in discovering and promptly reporting to the OWNER any defects or
deficiencies in the work of the CONSULTANT or any subcontractors or
subconsultants.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
Ail documents prepared or furnished by the CONSULTANT (and
CONSULTANT's subcontractors or subconsultants) pursuant to this
Agreement are instruments of service and shall become the property
of the OWNER upon the termination of this Agreement The
CONSULTANT is entitled to retain copies of all such documents The
documents prepared and furnished by the CONSULTANT are intended
only to be applicable to this project and OWNER'S use of these
documents in other projects shall be at OWNER'S sole risk and
expense In the event the OWNER uses the Agreement in another
project or for other purposes than specified herein any of the
information or materials developed pursuant to this agreement,
CONSULTANT is released from any and all l~ablllty relating to their
use in that project
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent
PAGE 7
contractor, not as an employee of the OWNER CONSULTANT shall not
have or claim any right arising from employee status
INDEMNITY AGREEMENT
The CONSULTANT shall indemnify and save and hold harmless the
OWNER and its officers, agents, and employees from and against any
and all liability, claims, demands, damages, losses and expenses,
including but not limited to court costs and reasonable attorney
fees incurred by the OWNER, and including without limitation
damages for bodily and personal ln]ury, death and property damage,
resulting from the negligent acts or omissions of the CONSULTANT or
its officers, shareholders, agents, or employees in the execution,
operation, or performance of this Agreement
Nothing in this Agreement shall be construed to create a
liability to any person who is not a party to this Agreement and
nothing herein shall waive any of the party's defenses, both at law
or equity, to any claim, cause of action or litigation filed by
anyone not a party to this Agreement, including the defense of
governmental immunity, which defenses are hereby expressly
reserved
INSURANCE
During the performance of the Services under this Agreement,
CONSULTANT shall maintain the following insurance with an insurance
company licensed to do business in the state of Texas by the State
Insurance Cor~/RlSSlOn or any successor agency that has a rating with
Best Rate Carriers of at least an A- or above
A Comprehensive General L~ab~l~ty Insurance with bodily injury
PAGE 8
limits of not less than $500,000 for each occurrence and not
less than $500,000 in the aggregate, and with property damage
llmlts of not less than $100,000 for each occurrence and not
less than $100,000 ~n the aggregate
B Automobile Liability Insurance with bodily injury limits of not
less than $500,000 for each person and not less than $500,000
for each accident and with property damage llmzts for not less
than $100,000 for each accident
C The CONSULTANT shall furnish insurance certificates or
znsurance pollczes at the OWNER's request to evidence such
coverages The insurance pollczes shall name the OWNER as an
additional insured on all such policies and shall contain a~
provzszon that such insurance shall not be canceled or modzfled
without 30 days prior written notzce to OWNER and CONSULTANT
In such event, the CONSULTANT shall, przor to the effectIve
date of the change or cancellation, serve substitute policies
furnzshzng the same coverage
ARTICLE XI
ARBITP. ATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this
Agreement by submzttlng the dispute to arbitration or other means
of alternate dispute resolution such as medlatzon No arbitration
or alternate dispute resolutzon arising out of or relating to, thzs
agreement involving one party's disagreement may include the other
party to the disagreement without the other's approval
ARTICLE XII
TERMINATION OF AGREEMENT
A Notwithstanding any other provision of this Agreement, either
party may terminate by giving thirty (30) days advance written
notice to the other party
B This agreement may be terminated in whole or in part in the
event of either party substantially failing to fulfill its
obligations under this Agreement No such termination will be
affected unless the other party is given (1) written notice
(delivered by certified mall, return receipt requested) of
intent to terminate and setting forth the reasons specifying
the nonperformance, and not less than 30 calendar days to cure
the failure, and (2) an opportunity for consultation with the
terminating party prior to termination
C If the agreement is terminated prior to completion of the ser-
vices to be provided hereunder, CONSULTANT shall immediately
cease all services and shall render a final bill for services
to the owner within 30 days after the date of termination The
OWNER shall pay CONSULTANT for all services properly rendered
and satisfactorily performed and for reimbursable expenses to
termination incurred prior to the date of termination in ac-
cordance with Article IV, Compensation Should the OWNER sub-
sequently contract with a new CONSULTANT for the continuation
of services on the pro]ect, CONSULTANT shall cooperate in
providing information. The CONSULTANT shall turn over all
documents prepared or furnished by CONSULTANT pursuant to this
Agreement to the OWNER on or before the date of termination but
may maintain copies of such documents for its use.
PAGE 10
RESPONSIBILITY FOR CI~IMS AND LIABILITIES
Approval by the OWNER shall not constitute nor be deemed a
release of the responsibility and liability of the CONSULTANT, its
employees, associates, agents, subcontractors and subconsultants
for the accuracy and competency of their designs or other work; nor
shall such approval be deemed to be an assumptIon of such
responsibility by the City for any defect in the design or other
work prepared by the CONSULTANT, its employees, subcontractors,
agents and consultants
NOTICES
All notices, communications, and reports required or permitted
under this Agreement shall be personally delivered or mailed to the
respective part~es by depositIng same in the United States mall at
the address shown below, certified mall, return receipt requested
unless otherwise specified herein. Mailed notices shall be deemed
communicated as of three days mailing
To CONSULTANT To OWNER
Sargent Appraisal C0mpan¥ City of Denton
P 0 Box 2756 ATTN
10090 Tom Maxwell Rd. Title
Denton, I;l /b~U~ 215 E McK~nney
Denton, Texas 76201
Ail notices shall be deemed effective upon receipt by the party
to whom such notice is given or within three days mazllng.
ARTICLE XV
ENTIRE AGREEMENT
PAGE 11
This Agreement consisting of 17 pages and 2 exhibits
constitutes the complete and final expression of the agreement of
the parties and is intended as a complete and exclusIve statement
of the terms of their agreements and supersedes all prior
contemporaneous offers, promises, representations, negotiations,
discussions, communications and agreements which may have been made
in connection with the subject matter hereof
SEVERABILITY
If any provision of this Agreement is found or deemed by a
court of competent jurisdiction to be invalid or unenforceable, it
shall be considered severable from the remainder of th~s Agreement
shall not cause the remainder to be ~nvalld or unenforceable In
such event, the party shall reform th~s Agreement to replace such
stricken provision w~th a valid and enforceable provision which
comes as close as possible to expressing the ~ntent~on of the
stricken provIsion
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, local
laws, rules, regulations, and ordinances applicable to the work
covered hereunder as they may now read or hereinafter be amended
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT
shall not discriminate against any person on the basis of race,
color, religion, sex, national origin or ancestry, age, or physical
handicap.
PAGE 12
PERSONNEL
A The CONSULTANT represents that it has or will secure at its own
expense all personnel required to perform all the services
required under this Agreement Such personnel shall not be
employees or officers of, or have any contractual relations
with the city CONSULTANT shall Inform the OWNER of any
conflict of interest or potential conflict of interest that may
arise during the term of this Agreement
B Ail services required hereunder will be performed by the
CONSULTANT or under its supervision All personnel engaged in
work shall be qualified and shall be authorized and permitted
under state and local laws to perform such services
ASSIGNABILITY
The CONSULTANT shall not assign any interest in this Agreement
and shall not transfer any Interest in this Agreement (whether by
assignment, novation or otherwise) without the prior written
consent of the OWNER
MODIFICATION
No waiver or modification of this Agreement or of any covenant,
condition, limitation herein contained shall be valid unless in
writing and duly executed by the party to be charged therewith and
no evidence of any waiver or modification shall be offered or
received in evidence in any proceeding arising between the parties
hereto out of or affecting this Agreement, or the rights or
obligations of the parties hereunder, and unless such waiver or
PAGE 13
modification is in writing, duly executed, and, the parties further
agree that the provisIons of this section will not be waived unless
as herein set forth.
MISCELLANEOUS
A The following exhibits are attached to and made a part of this
Agreement (list exhibits)
B CONSULTANT agrees that OWNER shall, until the expiration of
three (3) years after the final payment under this Agreement,
have access to and the right to examine any directly pertinent
books, documents, papers and records of the CONSULTANT
involving transactions relating to this Agreement CONSULTANT
agrees that OWNER shall have access during normal working hours
to all necessary CONSULTANT facilities and shall be provided
adequate and appropriate working space in order to conduct
audits in compliance with this section. OWNER shall give
CONSULTANT reasonable advance notice of intended audits
C Venue of any suit or cause of action under this Agreement shall
lie exclusively in Denton County, Texas This Agreement shall
be construed in accordance with the laws of the State of Texas
D For the purpose of this Agreement, the key persons who will
perform most of this work hereunder shall be
However, nothing herein shall limit CONSULTANT from using other
qualified and competent members of their firm to perform the
services required herein.
E CONSULTANT shall commence, carry on, and complete any and all
projects with all applicable dispatch, in a sound, economical,
efficient manner, and, in accordance with the provisions
PAGE 14
hereof In accomplishing the projects, CONSULTANT shall take
such steps as are appropriate to ensure that the work involved
ls properly coordinated with related work being carried on by
the OWNER
F The OWNER shall assist the CONSULTANT by placing at the
CONSULTANT's d~sposal all available information pertinent to
the project, including previous reports, any other data
relative to the project and arranging for the access to, and
make all provisions for the CONSULTANT to enter in or upon,
public and private property as required for the CONSULTANT to
perform services under this Agreement.
G The captions of this Agreement are for ~nformatlonal purposes
only and shall not in any way affect the substantive terms or
conditions of this Agreement
IN WITNESS HEREOF, the C~ty of Denton, Texas has caused this
Agreement to be executed by ~ts duly authorized City Manager and
CONSULTANT has executed this Agreement through ~ts duly authorized
undersigned officer on this the /~ day of ~ ,
CITY OF DENTON, TEXAS
Ted Benav~des, C~ty Mana~ger
ATTEST.
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM-
PAGE 15
HERBERT L. PROUTY, CITY ATTORNEY
CONSULTANT
Name a L Sargent,Jr
Tztle Owner - Sole Propm~etor
WITNESS'
PAGE 16
Exhlblt
P o BOX ~¢~1 1 ~ TOM M,~'WEL/ROAD
DENTON, TEXAS, 76202 2756
817 585-9574
Member Appraisal Inet~ute
D L Sargent Jr State Cert~ied General Real Eetata Appramer
Licensed Real Eetate Broker
COPY
January 6, 1997
Mr Roger Wdk~nson
Eng~neenng Department
C~ty of Denton
City Hall - West, N Elm
Denton, TX 76201
Re Fee Proposal, Real Estate Appraisal Rewews, HWY 77 Project, Denton, TX
Dear Mr Wdk~nson
Thank you for the opportumty to prowde appraisal rewew services for the City of Denton
relating to nght-of-way acquisition along HWY77 north of HWY 380 and east - south of IH35
It is my understanding Fanning and Associates of Denton wdl be prepanng the appraisal
reports wh ch w be rewewed The scope of the rewew ~s for proper apphcat[on of ap, pralsal
theory, compliance wRh Texas H~ghway Department appraisal procedures, and certmcaflon
that the value / compensation estimate ~s supported by venfled market data
All quesbons I have concern nga particular appraisal wdl be handled d~rectly between myself
and the appra ser If the appraiser and myself cannot reconcde questmns, but value ~s not
affected, the rewew wdl so state However, ~f valuation questions cannot be resolved, a
separate apprmsal should be prepared, which is not ~ncluded ~n th~s fee proposal
I beheve the assignments break down roughly as follows
Non-complex Land 48
Complex Land 8
Improved Propertms 7
You mentioned about half of the non-complex land assignments may not be appraised due to
compensation esbmates below some de m~n~m~s level
The fee for each appraisal rewew of a non-complex land appraisal report Is $150, complex
land $250, and ~mproved propertms $350
Appearance before any depos~bon, commission, court, or preparation time for any such event
wdlbe bdled separately
Please call ~f you have any further questions
S~ncerely,
D L Sargent, Jr, MAI
E~hibit "C"
Dorwln L. Sargent, Jr.
Qualifications
Memberships/
Experience Member of the Appraisal Inst;tute (MAI)
Member Number 9191
State Certified General Real Estate Apprmser
Cerbflcate No TX-1320243
Broker, hcensed by the Texas Real Estate Commission,
L~cense No 310320
Acbve ~n Real Estate ^ppramal on Fee Bas~s ~n Denton,
Texas from 1982 to the present
Appraisal Rewew Board, Denton Central Appraisal
D~stnct, 1987 - 88
Apprmsal Institute Committees
Region 8 Ethics and Counseling Panel
Education: Bachelor of Business Adm~n~strabon, Baylor Umvers~ty
Concentration of Study ~n F~nance / Real Estate
Numerous Appraisal Courses & Seminars Sponsored by the
Amencan Insbtute of Real Estate Apprmsers
Society of Real Estate Apprmsers
Apprmsal Insbtute
Types of Assignments
Market value appraisals on acreage (farm, ranch,
transitional), multi-family, office, retail, office/
warehouse, special purpose, and single family
Highest and Best Use - Feasib~hty Analys~s
Eminent Domain Assignments
Completed Assignments
for Previous Clients
Iparflal hst, Corporate and
nd~wdual clmnts omitted)
First State Bank, Denton, North Texas Sawngs,
Denton, Texas Bank, Denton, Nat~ons Bank, Dallas, Guaranty
National Bank, Sanger and Galneswlle, Lake C;bes Bank,
Lake Dallas, Bank One, Denton, Texas Commerce Bank,
Ft Worth, Hibernia Bank, Dallas
F D I C, Resolut on Trust Corporation, C~ty of
Denton, Un~vers~ty of North Texas, Texas Woman's
Umvers;ty, Texas Parks & W~ldhfe, C~ty of Ft Worth,
C~ty of Lewiswlle, Texas H~ghway Department