2011-102
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FirstAmendmentKOrdinanceNo.201204703/06/12JR
s:Uegallour documentslordinances1111ar-ws texas ordinance.doc
ORDINANCE NO. 2� 11-1 �2
AN ORDINANCE APPROVING A PROFESSIONAL SERVICES AGREEMENT FOR
APPRAISAL SERVICES AND ROW ACQUISITION SERVICES BY AND BETWEEN
AR/WS TEXAS LP, AND THE CITY OF DENTON FOR SERVICES REGARDING THE
PROCUREMENT AND DELIVERY OF LAND RIGHTS FOR THE DENTON MUNICIPAL
ELECTRIC 69KV K1NGS ROW TO SPENCER TRANSMISSION LINE UPGRADE
PROJECT (PHASE II); IN AN AMOLINT NOT-TO-EXCEED $381,800.00; AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, the City Council deems that it is in the public interest to engage AR/WS
Texas LP, (AR/WS), to provide appraisal services and ROW acquisition services for the 69kV
Kings Row to Spencer Transmission Line Upgrade Project; and
WHEREAS, City Staff has determined that AR/WS is competent and that the fees under
the Professional Services Agreement" (hereafter `Agreement") are fair and reasonable, and are
consistent with and not higher than the recommended practices and fees published by the
applicable associations applicable to AR/WS's profession, and that such fees do not exceed the
maximum provided by law; and
WHEREAS, the City staff has reported to the City Council that there is a substantial need
for the above-referenced professional services, and that limited City staff cannot adequately
perform the highly specialized services and tasks with respect to the 69kV Kings Row To
Spencer Transmission Line Upgrade Project with its own personnel; and
WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional
Services Procurement Act." generally provides that a City may not select a provider of
professional services on the basis of competitive bids, but must select the provider on the basis of
demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price;
NOW THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION l. The City Manager is authorized to execute the "Professional Services
Agreement for Appraisal Services and ROW Acquisition Services" which is attached hereto as
Exhibit "A," providing for professional servic� i d between the City of Denton, Texas and
AR/WS Texas LP in an amount not-to-excee� �°0� the Agreement is hereby approved
and the expenditure of funds therefore is her�y au orized in accordance with said Agreement.
The total purchase order amount will therefore b ..
�381, �do� �/a�% �i
SECTION 2. This ordinance shall become effective immediately upon its passage and
approval.
Page 1
s:llegallour documentslordinances1111ar-ws texas ordinance.doc
�
PASSED AND APPROVED this the�� day of , 2011.
� �
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
� �_/ ���/
/
I�%\N:I:w:�11.�' � I�F.�►�%\Y�)N
Page 2
STATE OF TEXAS §
COUNTY OF DENTON §
PROFESSIONAL SERVICES AGREEMENT
FOR LAND APPRAISAL SERVICES AND LAND RIGHTS ACQUISITION SERVICES
RELATING TO THE DENTON MUNICIPAL ELECTRIC 69KV KINGS ROW TO
SPENCER TRANSMISSION LINE UPGRADE PROJECT (PHASE II).
THIS AGREEMENT is made and entered into as of the 22nd day of June, 2011, by and
between the City of Denton, Texas, a Texas municipal corporation, with its principal office at
215 East McKinney Street, Denton, Texas 76201, hereinafter called "CITY"; and AR/WS Texas
LP, with its offices at 1500 Industrial Blvd., Suite 230, Abilene, Texas 79602, hereinafter called
"CONSULTANT"; the CITY and CONSULTANT are acting herein, by and through their duly-
authorized officials and representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually AGREE as follows:
ARTICLE I
ENGAGEMENT OF CONSULTANT
The CITY hereby contracts with the 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 professional
standards customarily obtained for such services in the State of Texas. The professional services
to be performed by CONSULTANT are in connection with the following described project
(hereinafter referred to as the "Project") and further detailed in Article II listed below:
The project shall include without limitation, land appraisal services and land rights
acquisition services that are necessary, as described in the CONSULTANT'S Proposal to
CITY dated June 1, 2011, outlined in Exhibit "A" attached hereto and incorporated
herewith by reference, to assist the CITY in acquiring the easements necessary for the
Denton Municipal Electric 69kV Kings Row to Spencer Transmission Line Upgrade
Project (Phase II); from East McKinney Street north to U.S. Hwy 380„ within the City of
Denton, Texas ("Project").
ARTICLE H
SCOPE OF SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A. The CONSULTANT shall perform all those Basic Services as necessary, and as
described in the CONSULTANT'S "Statement of Work", which is attached hereto and
incorporated herewith by reference as Exhibit "A", and "Fee Schedule," which is
attached hereto and incorporated herewith by reference as Exhibit "B".
B. If there is any conflict between the terms of this Agreement and the Exhibit attached to
this Agreement, the terms and conditions of this Agreement will control over the terms
and conditions of the attached Exhibits.
C. CONSULTANT shall keep CITY informed with a defined reporting system, and by
personal meetings. All lines of communication shall remain open with both the CITY and
the affected property owners.
D. CONSULTANT shall be available for any unexpected issues that may arise after the
completion of the contract requirements and statement of work.
ARTICLE III
ADDITIONAL SERVICES
Additional services to be performed by the CONSULTANT, if authorized by the CITY in
writing, which are not included in the above-described Basic Services, are described as follows:
A. Assisting CITY or contractor in the defense or prosecution of litigation in connection
with or in addition to those services contemplated by this Agreement. Such services, if
any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective
parties outside of and in addition to this Agreement.
B. Any additional services not included in Basic Services.
ARTICLE IV
DURATION OF AGREEMENT
and
COMPLETION OF SERVICES
This Agreement shall become effective upon execution of this Agreement by the CITY
and the CONSULTANT and upon the issuance of a notice to proceed by the CITY, and shall
remain in effect thru July 1, 2012, or until successful completion of the Project, including
Additional Services, if any, and any required extensions approved by the CITY, and acceptance
by the CITY has been achieved. This Agreement may be sooner terminated in accordance with
the provisions hereof. Time is of the essence in this Agreement. CONSULTANT's work shall
be completed no later than July 1, 2012. 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 CITY, 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 services.
2. "Direct Non-Labor Expense" is defined as that expense for any assignment
incurred by the CONSULTANT for supplies, transportation, travel,
communications, subsistence, and lodging away from home, and similar
incidental expenses 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 CITY agrees to pay a total fee, including
reimbursement for direct non-labor expenses, not to exceed Three Hundred Eighty-One
Thousand Eight Hundred Dollars and No/100 ($381,800,00)
Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the CITY through its City Manager or his
designee; however, under no circa nstances shall any monthly statement for services
exceed the value of the work performed at the time a statement is rendered. The CITY
may withhold the final five percent (5%) of the contract amount until satisfactory
completion of the Project.
Nothing contained in this Article shall require the CITY to pay for any work which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is
not submitted in compliance with the terms of this Agreement. The CITY shall not be
required to make any payments to the CONSULTANT when the CONSULTANT is in
default under this Agreement.
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 CITY for any charge, expense, or reimbursement above the maximum
not to exceed fee as stated, without first having obtained written authorization from the
CITY. The CONSULTANT shall not proceed to perform the services listed in Article III
"Additional Services," without obtaining prior written authorization from the CITY.
C. ADDITIONAL SERVICES: For additional services authorized in writing by the CITY
in Article III hereinabove, the CONSULTANT, as stipulated hi CONSULTANT'S
"Pricing and Fees" to the CITY, attached hereto and incorporated herewith by reference
as Exhibit "A", shall submit invoices for additional services and such invoices shall be
due and payable upon submission by the CONSULTANT with CONSULTANT's regular
monthly statement as provided for hereinabove. Statements shall not be submitted more
frequently than monthly.
D. PAYMENT: If the CITY fails to make payments due the CONSULTANT for services
and expenses within thirty (30) 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 and after the said thirtieth (3001) day, and, in addition,
the CONSULTANT may, after giving seven (7) days written notice to the CITY, suspend
services under this Agreement until the CONSULTANT has been paid in full all amounts
due for services, expenses, and charges, provided, however, nothing herein shall require
the CITY to pay the late charge of one percent (1%) set forth herein if the CITY
reasonably determines that the work is unsatisfactory, in accordance with this Article V,
"Compensation."
3
E. CITY and CONSULTANT recognize that the scope of services and compensation under
this Agreement are predicated upon (i) current audit requirements imposed by laws,
regulations and professional standards relating to such services; (ii) expectations of
reasonable cooperation with CONSULTANT by CITY pursuant to this Agreement; and
(iii) the absence of any irregularities or circumstances which might necessitate the
extension of audit services beyond the normal scope of auditing services.
F. Should (i) irregularities; (ii) the absence of such reasonable cooperation; (iii) increase in
the level of services required under applicable laws, regulations or professional standards;
or (iv) other unforeseen conditions be encountered which might necessitate the extension
of auditing work beyond the scope of normal auditing procedures, CONSULTANT
agrees to advise CITY promptly in writing of the circumstances and to request an
equitable adjustment in the maximum fee before significant additional time is incurred by
CONSULTANT. Any such requests for adjustments shall be in writing and shall contain
an explanation of why the adjustments are necessary.
G. CITY and CONSULTANT agree to negotiate in good faith to determine any equitable
adjustment in the maximum fee, or fees for requested additional services. Should the
CITY and the CONSULTANT be unable to agree upon an equitable adjustment within
fourteen (14) days of a written request, or such other time period as agreed upon in
writing by the CITY and the CONSULTANT, either party may, notwithstanding any
other provision in this Agreement, terminate this Agreement upon thirty (30) days written
notice to the other party. CITY shall be liable for time and expenses actually incurred by
CONSULTANT except for any such additional time and expense which has been
incurred as a result of the circumstances necessitating the adjustment.
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the CITY any defects or deficiencies in the work of the CONSULTANT or
any subcontractors or subconsultants.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All 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 CITY 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 CITY's
use of these documents in other projects shall be at CITY's sole risk and expense. In the event
the CITY uses any of the infonnation or materials developed pursuant to this Agreement in
another project or for other purposes than specified herein, CONSULTANT is released from any
and all liability relating to their use in that project.
4
ARTICLE VIII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to CITY as an independent contractor, not as an
employee of the CITY. CONSULTANT shall not have or claim any right arising from employee
status.
ARTICLE IX
INDEMNITY AGREEMENT
CONSULTANT shall indemnify and save and hold harmless the CITY 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
CITY in each case solely for injury, death and physical damages to real or tangible personal
property to the extent resulting from the negligent acts or omissions of the CONSULTANT or its
officers, partners, agents, or employees in the execution, operation, or performance of this
Agreement; except that the indemnity provided for in this Section shall not apply to any liability
resulting from the sole negligence of CITY, its officers, agents, employees or separate
contractors, and in the event of joint and concurrent negligence of both CONSULTANT and
CITY, responsibility, if any, shall be apportioned comparatively in accordance with the laws of
the State of Texas.
As a condition to the foregoing indemnity obligation, CITY shall provide CONSULTANT with
prompt notice of any claim for which indemnification shall be sought hereunder and shall
cooperate in all reasonable respects with CONSULTANT in connection with any such claim.
CONSULTANT shall be entitled to control the handling of any such claim, with full disclosure
of any and all claims, and actions taken thereunder, to the CITY; and CONSULTANT shall be
entitled to defend or settle any such claim, in its sole discretion, with counsel of its own
choosing.
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.
ARTICLE X
INSURANCE
Without limiting any of the other obligations or liabilities of the CONSULTANT, the
CONSULTANT shall provide and maintain during the performance of the Services under this
Agreement, and until the contracted work has been completed and accepted by the City of
Denton, the minimum insurance coverage as indicated hereinafter.
1. 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 Commission or any successor agency that has a
rating with Best Rate Carriers of at least an A- or above:
2. Comprehensive General Liability Insurance with bodily injury and property damage
limits of not less than $2,000,000 for each occurrence and not less than $2,000,000 in the
aggregate.
3. Automobile Liability Insurance with combined single limit bodily injury and property
damage of not less than $1,000,000 for each accident.
4. Consultant shall purchase and maintain Worker's Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Consultant shall comply with the provisions in accordance with §406.096 of the Texas
Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission
(TWCC).
5. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
6. The CONSULTANT shall furnish insurance certificates or insurance policies at the
CITY's request to evidence such coverage's. Except for workers compensation,
employer's liability, and professional liability policies, the above insurance policies shall
naive the CITY as an additional insured on all such policies. Such insurance shall not be
canceled or the coverage reduced without thirty (30) days' prior written notice (ten (10)
days if for premium nonpayment) to CITY and CONSULTANT. In such event, the
CONSULTANT shall, prior to the effective date of the change or cancellation, serve
substitute policies furnishing the same coverage.
Cancellation: City requires thirty (30) day written notice should any of the policies
described on the certificate be cancelled or materially changed before the expiration
date.
ARTICLE XI
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to arbitration or other means of alternate dispute resolution, such as mediation. No
arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving
one party's disagreement may include the other party to the disagreement without the other's
approval.
6
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 effected unless the other party is given (1) written notice (delivered by certified
mail, return receipt requested) of intent to tenninate and setting forth the reasons
specifying the nonperformance , and not less than thirty (30) 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 services to be provided
hereunder, CONSULTANT shall immediately cease all services and shall render a final
bill for services to the CITY within thirty (30) days after the date of termination. The
CITY shall pay CONSULTANT for all services rendered and performed to the
reasonable satisfaction of CITY and for reimbursable expenses incurred prior to the date
of termination in accordance with the terms of this Agreement. Should the CITY
subsequently contract with a new CONSULTANT for the continuation of services on the
audit engagement, CONSULTANT shall reasonably cooperate in providing information
in accordance with, and to the extent required by, applicable professional standards and
subject to the terms of this Agreement. The CONSULTANT shall turn over all
documents prepared or furnished by CONSULTANT for delivery to CITY pursuant to
this Agreement to the CITY on or before date of termination, provided that prior thereto,
with respect to the documents such as working papers which are merely drafts and not
necessarily appropriate for CITY's use or reliance, the parties shall negotiate in good
faith a non-disclosure agreement and/or release in a form satisfactory to both parties.
CONSULTANT may maintain copies of such documents for file documentation.
ARTICLE XIH
SUBCONTRACTING
Neither this Agreement, nor the services to be provided hereunder may be assigned or
subcontracted without prior written approval of CITY.
ARTICLE XIV
RETENTION OF AND ACCESS TO RECORDS
CONSULTANT agrees that CITY shall, until the expiration of five (5) 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 CITY 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. CITY shall give CONSULTANT reasonable advance
notice of intended audits.
7
ARTICLE XV
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the CITY 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 work; nor shall such approval be
deemed to be an assumption of such responsibility by the CITY for any defect in the work
prepared by the CONSULTANT, its employees, associates, agents, subcontractors and
subconsultants.
ARTICLE XVI
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the United
States mail to the addresses shown below, certified snail, return receipt requested, unless
otherwise specified herein:
To CONSULTANT:
Charles M. Davis, R/W-RAC
Texas AR/WS Texas, LP
1500 Industrial Blvd., Suite 230
Abilene, Texas 79602
To CITY:
City of Denton
George C. Campbell, City Manager
City of Denton, Texas
215 East McKinney Street
Denton, Texas 76201
With Copies To:
Larry Castellanos, SR/WA
Associated Right of Way Services, Inc.
2300 Contra Costa Blvd., Suite 525
Pleasant Hill, California 94523
With Copies To:
City of Denton
Paul Williamson
Manager, Real Estate and Capital Support
901-A Texas Street, 2nd Floor
Denton, TX 76209
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within three (3) days after the date of mailing.
ARTICLE XVII
ENTIRE AGREEMENT
This Agreement, consisting of twelve (12) pages, Exhibits A & B, and Attachment A,
constitutes the complete and final expression of the Agreement of the parties, and is intended as
a complete and exclusive statement of the terns of their agreements, and supersedes all prior
contemporaneous offers, promises, representations, negotiations, discussions, communications,
understandings, and agreements which may have been made in connection with the subject
matter of this Agreement.
8
ARTICLE XVIH
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
this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event,
the parties shall reform this Agreement to replace such stricken provision with a valid and
enforceable provision which comes as close as possible to expressing the intention of the stricken
provision.
ARTICLE XIX
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as they may now read or
hereinafter be amended.
ARTICLE XX
EMPLOYMENT PRACTICES / DISCRIMINATION PROHIBITED
In performing the services required hereunder, CONSULTANT shall not discriminate against
any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical
handicap. CONSULTANT agrees that in connection with the services to be provided to CITY
hereunder that it will comply with all applicable laws and regulations regarding employment
discrimination applicable to CONSULTANT.
ARTICLE XXI
PERSONNEL / CONFLICTS OF INTEREST
A. CONSULTANT represents that it has or will secure at its own expense all professional
and support personnel required to perform all the services required under this Agreement.
Such personnel shall not be employees or officers of, nor have any contractual relations
with CITY. CONSULTANT shall inform the CITY of any conflict of interest under the
professional standards of the International Right of Way Association that may be
discovered or arise during the term of this Agreement.
B. All services required hereunder will be performed by CONSULTANT. All personnel
engaged in work shall have the necessary skills and experience, and shall be authorized
and permitted under state and local laws to perform such services.
ARTICLE XXII
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 CITY.
9
ARTICLE XXIII
MODIFICATION OR AMENDMENT
No waiver or modification of this Agreement or of any covenant, condition or 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, unless such waiver or 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.
No amendment of this Agreement shall be valid unless in writing and signed by both parties.
ARTICLE XXIV
FORCE MAJEURE
Notwithstanding any other provision in this Agreement, CONSULTANT shall not be liable or
held responsible for any failure to perform or delays in performing its obligations under this
Agreement, including but not limited to, the completion of the audit and issuance of its report
thereon, which result from circumstances or causes beyond CONSULTANT's reasonable
control, including, without limitation, acts or omissions or the failure to cooperate pursuant to
this Agreement by CITY (including, without limitation, entities or individuals under its control,
or any of their respective officers, directors, employees, other personnel and agents), fire or
casualty, act of God, strike or labor disputes, war or other violence, or any law, order or
requirement of any governmental agency or authority.
ARTICLE XXV
MISCELLANEOUS
A. The following Exhibits are attached to, incorporated herewith by reference, and made a
part of this Agreement:
Exhibit A: Proposal for City of Denton Transmission Line Project from
CONSULTANT to CITY dated June 1, 2011.
Exhibit B: Fee Schedule from CONSULTANT to CITY.
B. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton
County, Texas. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas.
C. For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be Charles M. Davis. However, nothing herein shall limit
CONSULTANT from using other qualified and competent members of its firm to
perform the services required herein.
D. CONSULTANT shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
10
the provisions hereof. In accomplishing the projects, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the CITY.
E. The CITY shall assist the CONSULTANT by placing at the CONSULTANT's disposal
all available information pertinent to the Project, including previous reports, any other
data relative to the Project, and arranging for the access thereto, 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.
F. The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement.
ARTICLE XXVI
RIGHT TO AUDIT
The CITY shall have the right to audit and make copies of the books, records and computations
pertaining to this agreement. The CONSULTANT shall retain such books, records, documents
and other evidence pertaining to this Agreement during the contract period and five years
thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case
records shall be kept until all audit tasks are completed and resolved. These books, records,
documents and other evidence shall be available, within ten (10) business days of written
request. Further, the CONSULTANT shall also require all Subcontractors, material suppliers,
and other payees to retain all books, records, documents and other evidence pertaining to this
agreement, and to allow the CITY similar access to those documents. All books and records will
be made available within a 50 mile radius of the City of Denton. The cost of the audit will be
borne by the CITY unless the audit reveals an overpayment of 1% or greater. If an overpayment
of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be
borne by the CONSULTANT which must be payable within five business days of receipt of an
invoice.
Failure to comply with the provisions of this section shall be a material breach of this contract
and shall constitute, in the CITY'S sole discretion, grounds for termination thereof. Each of the
terms "books" "records" "documents" and "other evidence" as used above shall be construed
to include drafts and electronic files, even if such drafts or electronic files are subsequently used
to generate or prepare a final printed document.
IN WITNESS HEREOF, CITY and CONSULTANT have hereby executed this
Agreement in four (4) original counterparts; the CITY acting by and through its duly-authorized
Purchasing Agent; and the CONSULTANT actin by and through its duly-authorized,
undersigned officer, on this the day of , 2011.
11
"CITY"
CITY OF DENTON, TEXAS
A Municipal Corporation
By:
George C. Campbell, City Manager
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
B hA-,C,)
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
I-
By: ti
"CONSULTANT"
AR/WS TEXAS, LP
By:
Larry C stellanos, General Partner
ATTEST:
12
EXHi1BIT J0
I C7F 12
PO Box 5848
c a Abilene, Texas 79608
325.672.5540 phone
TEXAS L P 325.672.5549 fax
June 1, 2011 .
Ms. Pamela England
City of Denton
Real Estate and Capital Support
901-A Texas Street, Second Floor
Denton, Texas 76209
In Re: Proposal for the City of Denton Phase 11 of the 69KV Kings ROW To Spencer Transmission Line
Re-build Project / McKinney Street North To U.S. Hwy 380
Dear Mrs. England:
Our firm is excited about the prospect of providing services for the acquisition of easement rights for the
referenced project. To..that end we have developed a statement of work, fee schedule and a time-line
to complete our services. As you requested, all of our pricing is on a unit pricing basis. The scope of
work is fairly comprehensive and should include all required services up to the point that
condemnations (if any) are to be filed. We have also included an hourly rate schedule to cover'any
additional services that may be requested that extend beyond what is contemplated under this scope of '
services.
Enclosed you will find the following:
• Statement of Work (Identifies services to be provided by AR/WS)
• Fee Schedule (identifies cost per parcel and total not to exceed costs)
Fee Schedule - Payment Milestones
• Hourly Rate Schedule (For additional services as may be required).
• Project Time-line
• Statement of Qualifications
Once-you have reviewed the information provided, we will be happy to meet.with you and the team to-'
refine the schedule and scope of work. in the interim, if you have any questions, please feel free to call.
Very truly yours,
Charles M. Davis
CMD:
.Enclosures
Statement of Work
SERVICE REQUIREMENTS OF THE PROVIDER: Services shall include, but are not limited to the
following activities:
Project Administration
Project Field Office
1.. Provider's primary office is Located'in Abilene, TX
2. Open during noftnal city work hours .
3. Personnel available to•answer questions
4. Primary files will be maintained'by Provider and available to city.
Personnel
5. At least one office staff member of the Provider is required to be a
current commissioned 'notary public. .
11 Overhead Costs
All Administrative costs including salaries,- travel, employee benefits,
telephone; equipment, supplies, etc. are included in the. fees for
services
III Communication
1. Provide monthly summaries of..project expenses including amounts
authorized,. amounts paid and budget forecasting or with. an
increased frequency as required by-the City.
2. Maintain current status reports of all parcel and project activities
and provide weekly status reports to the City in a form approved -
.3. Provide schedule of all areas of work indicating anticipated start and
end dates.
4. Participate in project . review meetings at dates and times''
determined by City.
5. Prepare initial prope.rty owner contact list for use by the City in
distribution of Provider introduction letters or 'as determined
necessary. .
IV File Management
1. Primary project and parcel files will be kept in the Provider's Office.
Prepare invoices utilizing City standard payment submission forms
with supporting documentation.
2. Maintain records of all payments including, but not limited to, check .
number, amount, date paid, etc.
3. Maintain copies. of all correspondence and contacts with property
owners.
2:.;
V Title and Closing Services
1. Secure preliminary title commitment or preliminary title search, and
57year'sales data from.Title Company that will be providing title % insurance.
2. The charges from
the. Title Company for the preliminary title
commitments will be billed to the City and are not included in the
Provider's negotiated fee schedule
I Secure title commitment. updates in accordance with insurance
rules 'and requirements for parcel payment submissions. The
charges from the Title Company for the update of the title
commitment will be paid by the City in the Provider's negotiated fee
schedule.
4. Secure title insurance for all parcels 'acquired, Insuring acceptable
title to' the City. Written approval by the City required -for any
exception. The charges from the Title Company- for the title
insurance will be paid by the City and is not included in the.
Provider's negotiated fee schedule.
5. Ttie curative, services necessary-to provide clear title to the City is
the responsibility' of the Provider and. is in the negotiated fee
schedule. for this service. Note:. The Provider's curative services do:
not include costs/expenses that qualify. as payment of incidental
expenses to transfer real property to the City.
6. The.Provider: has the responsibility of direct contact with the Title
Company to obtain an updated title commitment along with other
forms and certified copy of the instrument of conveyance necessary
when requesting the'Parcel Payment from the City.
7. The Provider provides closing services in conjunction with the Title :
Company and will be required to attend closings.
.S. Any fee related to obtaining certified court documents and fees for
'recording same which are not collected at the closing of the parcel .
shall be direct pass through fees at the.exact cost supported by the
county court house receipts. No administrative fee, management
fee, service fee or profit to the Provider will be paid.
9.. Provider shall cause. the recordation of all original instruments
immediately after closing at the respective County Clerk's Office,
except for donations which must be forwarded to the City for
acceptance priorto recording. The cost of the recording fees and
filing fees are paid by City and are not included in'the Providers
negotiated fee schedule.
3
VI Appraisal Impact Study
1.. The appraiser, with assistance. from the -client, will identify
appropriate single family residential subdivisio'ns'to include in the
Impact. Study. The study subdivisions will each be traversed by
.existing transmission lines. The parameter of our search for sales
will be.Denton County.
2. 'The. appraiser will obtain all recent comparable residential sales .
within the various study subdivisions.
3. Pertinent information about each sale will be entered into sales
forms.
4. 'All of the comparable sales will be identified and labeled oh the
subdivision plat maps.
5. An Excel spreadsheet. will be created for each subdivision in the
study and will array the market data.
6: The appraiser will analyze the data within each subdivision:. Paired
sales analysis and other techniques will be used in the analysis.
.7. The results.of the Impact Study will include market evidence of the
possible - impact, if any, of the proposed transmission. line -on
property values.
VII Appraisal. Market Study
f. ,
1. Research. the surrounding project 'area for comparable land sales
(both commercial and residential) and improved residential sales. .
2. Pertinent information about each comparable sale will be written
up on sale forms.
:3. The comparable sales will be inspected and photographed.
.4. The market data will be labeled on maps and summarized in Excel
spreadsheets.
S. The Market -Study will form the basis- of valuation for the subject
properties.
VIII Initial Appraisal.
1. Appraisal services will be provided by Kevin Angel, MAI with AR/WS
Appraisal, LP.
.2. Initial Appraisal Services will commence once'the majority of the
survey plats. are complete and - available to the appraiser with
assurance that the balance of the survey plats will be complete
within 10 working days.
3. Contact property owners or their designated representative to offer
the opportunity to accompany the appraiser on the appraiser's
inspection.of the subject property. Maintain record of contact in
file. .
4
4. Prepare complete appraisal report for each parcel to be acquired
utilizing forms and formats approved by the.City. These reports shall
conform to City policies acid procedures along with the Uniform
Standards of Professional Appraisal Practice (USPAP) as
promulgated by the Appraisal Foundation.
5. As necessary, prepare . written notification to the. City of : any
environmental concerns associated with the right of way to be
acquired, which could require environmental re-mediation.
6. All completed appraisals will be administratively reviewed by the
City and recommended for approval by the City Manager or assigns.
a. Processing invoices for appraisal services will not be delayed
for the purpose of the completion of the City's.
administrative review.
7. As necessary, the appraiser will coordinate with the review
appraiser regarding revisions, comments, or additional information
that may be required. .
IX Introductory Letters
1. Prepare and send the introductory letter to landowners impacted
by the project. Introductory letters will.include a description of the
project, Landowner Bill of Rights and a Survey Permission form.
2. Letters will be pre-approved by the City.
3. Letter will be sent either certified mail or Federal Express.
X -Survey Permission
1: Provider will secure permission to conduct a civil survey on all
parcels impacted by the project.
2. Provider will secure permission to conduct geotechnical survey on
specific parcels identified by the City..
3. Survey permission will be secured from in written form on a format.
acceptable and pre-approved by the City,
4. Should survey permission be denied,. provider will submit necessary
information to City necessary to support legal efforts to gain legal
access.
XI Negotiation Services,
1. Analyze preliminary title report to determine potential title.
problems, propose and inform City of methods to cure title
deficiencies. .
2. Analyze appraisal and appraisal review reports and `confirm the
City's approved value prior to making offer for each parcel.
3. Prepare the initial offer letter, memorandum of agreement;
instruments of conveyance, and any other documents required or
requested-by the City on applicable City forms.
4. Contact each property owner or owners designated representative,
to present the written offer in person (when practical) and deliver
appraisal report and required brochures. Maintain follow-up
contacts and secure the necessary instruments upon acceptance of
the offer for the closing. If circumstances do not allow the Provider .
to contact each property owner' or owner's designated
representative to present the documents in person, the City must
be contacted for instructions.
S: Provide a copy of the appraisal report for -the subject property
exclusively to the property owner or authorized representative: at
the time of the offer. Maintain original signed receipt of appraisal
for billing purposes.
6. Respond-to property owner.inquiries verbally and in writing within _
two (2) business days.
7. Prepare a separate negotiator.contact report for each parcel; . .
8. All original project and parcel file documents must be kept in the
Provider office. Maintain.parcel files, of original documentation
related to the purchase of the real property or property interests.
9. Advise property owner.of the Administrative Settlement process.
Transmit to the City any written counter offer from property owriers
including supporting documentation, and Provider recommendation
with regard to Administrative Settlements in accordance with City
policy and.procedures.
10.' Prepare and deliver final offer letter, documents of conveyance a.s
necessary:.
11. Appear and provide Expert-Witness testimony as a Provider when
requested.
12. Securinga Right of Entry or Possession and Use Agreement is part of
general Negotiation Services.
XII Relocation Service's (if applicable as determined by the City)
1.. Notify all properly-owners and potential displacee's of eligibility for
relocation assistance and provide them with information about
relocation assistance at time of initial contact. .
2. Locate, evaluate, and maintain files on comparable available
housing to complete forms required by the City.
3. Calculate replacement housing supplement benefits as agreed upon .
by the City.
4. Compute .and submit 'the request for relocation housing/rental
supplement to the City on appropriate forms with photos attached.
5. Provide 90=day notice to vacate simultaneous with the deliver
y of
relocation benefits package.
6.. Provide 30-day notice once property has been'acquired.
7.. Notify the City Office immediately if displacee does not move after
30-day notice expires.
8. .Perform a decent, safe, and sanitary inspection of the replacement
housing in accordance with City policy. .
9. Request moving estimates from moving companies as needed.
10: Coordinate moves with displaced homeowners and with moving
companies in accordance with City procedures.
11. Maintain relocation contact logs.
12. Attend'closings on replacement property if requested by any party
involved, and assure supplemental payment is properly distributed.
13. Process and compute increased interest payments as required.
14. Prepare all relocation payment claim submissions for all displacees
on parcel.
15. Deliver payment in accordance with City guidelines.
Xlll Condemnation Support Services (Pre-Hearing Support)
1. Upon receipt of a copy of the final offer, request an updated title
commitment for Eminent Domain from the Title Company.
2. Use the information from the Title Commitment to join .all
interested parties on forms. ("Condemnation Form")'acceptable to
the City and its attorney. Spouses of owners must be joined.
.3. Upon completion of the Condemnation Form, prepare a packet
containing 2. copies each of the following documents:
Condemnation Form, Commitment, Negotiator's Reports, Appraisal
Acknowledgment, signed and.sealed property description; and plat, .
Final Offer Letter, any correspondence from the land owner or
representatives, one original copy of 'the appraisal report, and any
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'FEE SCHEDULE- PAYMENT MILESTONES:
Fee for Introductory Letter - $150 per parcel
Payment made on per parcel basis
$150 payment upon delivery of introductory letter to landowners
Fee for Title and Closing Service - $1,050 per parcel
Payment made on per parcel basis .
$100 payment milestone paid upon securing initial title commitment or securing
update title commitment.
$400 payment milestone paid upon submission of acceptable. payment package
or issuances of final offer letter:
$400 payment milestone paid upon attending closing.
$150 payment milestone paid upon issuance of title policy or alternative method
acceptable by the City (i.e.; Attorney's Certificate).
Fees charged by the selected title company for title commitments, escrow and
closing services, and title insurances are not included in the above fees. Direct
title company services fees will either be billed directly to the City or treated as a
pass-through cost with no mark-up.
Fee for Survey P.ermission.- $450 per parcel
Payment made on per parcel basis
$450 payment milestone upon securing civil survey permission from landowner
or tenant.
$4500 ayment milestone upon securing geotechnical survey permission from
landowner or tenant.
$450 payment milestone upon providing necessary information to City necessary
to support legal efforts to gain legal access to conduct civil and/or geotechnical
survey.
Fee for Appraisal Impact Study
$18,000 payment milestone paid upon delivery of complete and acceptable
Appraisal Impact Study.
Fee for Appraisal Market Study
$12;000 payment milestone paid upon delivery of complete and acceptable
Appraisal Market. Study.
Fee for Initial Appraisal Services
Payment made on per.parcel basis - See Attached Fees
Payment. milestone paid upon delivery of complete and acceptable Appraisal
Report.
Fee for [Negotiation/Condemnation Support Service - $3,900 per parcel
Payment made on per parcel basis
$1,200 payment milestone paid upon presentation of initial offer.
$1,500 payment milestone paid upon. presentation of final offer with Cit
concurrence or acceptable payment submission with clear title or confirmation
that title will be clear by receipt of payment.
$1,200 payment milestone paid upon the completed closing of the parcel or..
delivery of Condemnation Form acceptable to the City and its attorney.
Fee for Residential Relocation Assistance Service - $5,500'p& parcel
Payment made on per Displacee basis
$2,000 payment milestone paid upon;:
Submitting completed moving plan and proof of providing relocation
benefits package/documentation of preliminary contact with Displacee
which must include the Displacee name and certificate of eligibility. A
photo identification of the Displacee is not necessary.
Delivery of computation, submittal and approval of replacement housing
supplement to City.
$2,000 payment milestone, paid upon
:Submitting memorandum to City reporting the actual date the Displacee
vacated parcel. This assumes the replacement housing has been
acquired and the move was monitored.
$1,500 payment milestone paid upon;
Transmittal of memorandum to the City stating that-all relocation
assistance has been completed.
Submittal of completed file to City with documents filed by date of
activity. Completed file documents must contain all contacts with the
Displacee, completed claim forms, copies of all payment submissions for
relocation assistance, and signed form (in checklist format, as directed
by the City) by displacee'verifying move is completed and all benefits
have been explained to them.
City Of Denton
Hourly Rates for Services
Ac 'uisition Personnel
Hourly Rate
-Principal/Partner
$ 125.00
Project Manager .
$ 85.00
Agent
$ 60.00
Admin. Support
$ 40.00
Appraisal Personnel
Principal
$ 175.00
MAI
$ 150.00
Certified Appraiser
$ 125.00
Staff Appraiser
$ 95.00
Automobile Mileage .
$ 0.51 per mile/current IRS rate
Miscellaneous Expense
Cost
The above hourly rates are inclusive of all employee cost
including food and lodging.
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ATTACHMENT A
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session.
OFFICE USE ONLY
This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a
Date Received
person who has a business relationship as defined by Section 176.001(1-a) with a local governmental
entity and the person meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity
not later than the 7th business day after the date the person becomes aware of facts that require the
statement to be filed. See Section 176.006, Local Government Code.
A person commits an offense if the person knowingly violates Section 176.006, Local Government
Code. An offense under this section is a Class C misdemeanor.
Name of person who has a business relationship with local governmental entity.
A WS J 4 S P
z
❑ Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date the originally filed questionnaire becomes incomplete or inaccurate.)
3 Name of local government officer with whom filer has an employment or business relationship.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business
relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the
filer of the questionnaire?
0 Yes 0 No
B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the
local government officer named in this section AND the taxable income is not received from the local governmental entity?
0 Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer
serves as an officer or director, or holds an ownership of 10 percent or more?
= Yes 0 No
D. Describe each affiliation or business relationship. p pr l
4
Signature of person doing business with the governmental entity Date
Adopted 06!2912007
PAGE 33 OF BID #467-