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HomeMy WebLinkAboutResolution No. 2010-091 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2010- • , ( I A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, APPROVING THE PROFESSIONAL SERVICES CONTRACT BY AND BETWEEN THE CITY OF THE COLONY AND HALFF ASSOCIATES FOR EASEMENT ACQUISITION SERVICES FOR UTILITY RELOCATION ON MAIN STREET (F.M. 423), WHICH IS ATTACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT "A"; AUTHORIZING THE CITY MANAGER TO EXECUTE THE CONTRACT; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City and Consultant have entered into a Contract such that the Consultant is to provide the following services: EASEMENT ACQUISITION SERVICES FOR UTILITY RELOCATION ON MAIN STREET (F.M. 423); and WHEREAS, the City has determined that it is in the best interest of the City to enter into the Contract with Halff Associates, which is attached hereto and incorporated herein by reference as Exhibit "A," under the terms and conditions provided therein; and WHEREAS, with this Contract the City of The Colony is agreeing to pay the sum not to exceed $355,850 for such work. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS THAT: Section 1. The Professional Services Contract, which is attached hereto and incorporated herein as Exhibit "A", having been reviewed by the City Council of the City of The Colony, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved for a total amount not to exceed $355,850. Section 2. The City Manager is hereby authorized to execute the Contract on behalf of the City of The Colony, Texas. Section 3. This Resolution shall take effect immediately from and after its adoption and it is so resolved. PASSED, APPROVED and EFFECTIVE this 19th day of October, 2010. ATTEST: ~-Z5- . T e;McCo-46y, Mayor Ji f Ct of The Colony, Tex s Christie Wilson, City Secretary III APPROVED AS TO FORM: v; Jeff Moore, City Attorney i i STATE OF TEXAS § CITY OF THE COLONY, TEXAS § AGREEMENT FOR PROFESSIONAL SERVICES COUNTY OF DENTON § This Agreement for Professional Services ("Agreement") is made by and between the City of The Colony, Texas, a municipal corporation located in Denton County, Texas ("City"), and Halff Associates, Inc. ("Professional") (individually, each a "Party" and collectively, "Parties"), acting by and through the Parties' authorized representatives. Recitals: WHEREAS, City desires to engage the services of Professional as an independent contractor and not as an employee in accordance with the terms and conditions set forth in this Agreement; and WHEREAS, Professional desires to render professional services for City for FM 423 Utility Relocation Project - Easement Acquisition Services ("Project") in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, in exchange for the mutual covenants set forth herein and other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as follows: Article I Employment of Professional Professional will perform as an independent contractor all services under this Agreement to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of Professional's profession, both public and private, currently practicing in the same locality under similar conditions including but not limited to the exercise of reasonable, informed judgments and prompt, timely action. Article II Term 2.1 The term of this Agreement shall begin on the last date of execution hereof by all parties hereto (the "Effective Date") and shall continue until completion of the services provided by Professional to City under this Agreement. 2.2 Professional may terminate this Agreement by giving thirty (30) days prior written notice to City. In the event of such termination by Professional, Professional shall be entitled to compensation for services satisfactorily completed in accordance with this Agreement prior to the date of such termination. 2.3 City may terminate this Agreement by giving ten (10) days prior written notice to Professional. In the event of such termination by City, Professional shall be entitled to compensation for services satisfactorily completed in accordance with this Agreement prior to the PROFESSIONAL SFRyicES AGREEMENT: FM 423 UTILITY RELOCATION PROJECT - EASEMENT ACQUISITION Page 1 date of such termination. Upon receipt of such notice from City, Professional shall immediately terminate working on, placing orders or entering into contracts for supplies, assistance, facilities or materials in connection with this Agreement and shall proceed to promptly cancel all existing contracts insofar as they are related to this Agreement. Article III Scope of Services 3.1 Professional shall perform the services specifically set forth in Exhibit A, attached hereto and incorporated herein by reference, entitled "Scope of Services". In case of conflict with the language of Exhibit A and the provisions of this Agreement, the provisions of this Agreement shall control. 3.2 The Parties acknowledge and agree that any and all opinions provided by Professional represent the best judgment of Professional. 3.3 Schematic Design Documents, Design Development Documents, Contract Documents, Drawings, Plans, Specifications and other documents, including those in electronic form, prepared by Professional and its consultants, agents, representatives, and/or employees in connection with the Project ("Project Documents") are intended for the use and benefit of City. Professional and its consultants, agents, representatives, and/or employees shall be deemed the authors of their respective part of said Project Documents. Notwithstanding the foregoing, City shall be provided a license to possess and utilize all Project Documents for the purposes of acquiring real property and constructing, maintaining and operating improvements City shall have full authority to authorize contractor(s), subcontractors, sub-subcontractors, City consultants, and material or equipment suppliers to reproduce applicable portions of the Project Documents to and for use in their execution of the work or for any other purpose. Professional shall, upon completion of the services provided under this Agreement, or upon earlier termination of this Agreement, provide City with reproductions of all materials, reports, and exhibits prepared by Professional pursuant to this Agreement, and shall provide same in electronic format if requested by City. Any re-use of the Project Documents by the City on any other project not contemplated or included under this Agreement shall be at the City's sole risk, without liability to Professional. Article IV Schedule of Work 4.1 Professional agrees to commence services upon written direction from City and to complete the tasks set forth in Exhibit A, Scope of Services, in accordance with a work schedule established by City (the "Work Schedule"), which is attached hereto and incorporated as Exhibit B. 4.2 In the event Professional's performance of this Agreement is delayed or interfered with by acts of City or others, Professional may request an extension of time for the performance of same as hereinafter provided, and City shall determine whether to authorize any increase in fee or price, or to authorize damages or additional compensation as a consequence of such delays, within a reasonable time after receipt of Professional's request. PROFESSIONAL SERVICES AGREEMENT: FM 423 UTILITY RELOCATION PROJECT - EASEMENT ACQUISITION - Page 2 4.3 No allowance of any extension of time, for any cause whatsoever, shall be claimed or made by Professional, unless Professional shall have made written request upon City for such extension not later than five (5) business days after the occurrence of the cause serving as the basis for such extension request, and unless City and Professional have agreed in writing upon the allowance of such additional time. Article V Compensation and Method of Payment 5.1 City shall pay Professional for the services specifically as set forth in Exhibit A by payment of a fee not to exceed $ 355,850.00 as specifically outlined in Exhibit B. 5.2 Each month Professional shall submit to City an invoice supporting the amount for which payment is sought. Each invoice shall also state the percentage of work completed on the Project through the end of the then submitted billing period, the total of the current invoice amount, and a running total balance for the Project to date. 5.3 Within thirty (30) days of receipt of each such monthly invoice, City shall make monthly payments in the amount shown by Professional's approved monthly invoice and other documentation submitted. 5.4 Professional shall be solely responsible for the payment of all costs and expenses related to the services provided pursuant to this Agreement including, but not limited to, travel, copying and facsimile charges, reproduction charges, and telephone, internet, e-mail, and postage charges, except as set forth in Exhibit A. 5.5 Nothing contained in this Agreement shall require City to pay for any services that is unsatisfactory as reasonably determined by City or which is not performed in compliance with the terms of this Agreement, nor shall failure to withhold payment pursuant to the provisions of this section constitute a waiver of any right, at law or in equity, which City may have if Professional is in default, including the right to bring legal action for damages or for specific performance of this Agreement. Waiver of any default under this Agreement shall not be deemed a waiver of any subsequent default. Article VI Devotion of Time, Personnel, and Equipment 6.1 Professional shall devote such time as reasonably necessary for the satisfactory performance of the services under this Agreement. City reserves the right to revise or expand the scope of services after due approval by City as City may deem necessary, but in such event City shall pay Professional compensation for such services at mutually agreed upon charges or rates, and within the time schedule prescribed by City, and without decreasing the effectiveness of the performance of services required under this Agreement. In any event, when Professional is directed to revise or expand the scope of services under this Agreement, Professional shall provide City a written proposal for the entire costs involved in performing such additional services. Prior to Professional undertaking any revised or expanded services as directed by City under this PROFESSIONAL SERVICES AGREEMENT: FM 423 UTILITY RELOCATION PROJECT - EASEMENT ACQUISITION - Page 3 Agreement, City must authorize in writing the nature and scope of the services and accept the method and amount of compensation and the time involved in all phases of the Project. 6.2 It is expressly understood and agreed to by Professional that any compensation not specified in this Agreement may require approval by the City Council of the City of The Colony and may be subject to current budget year limitations. 6.3 To the extent reasonably necessary for Professional to perform the services under this Agreement, Professional shall be authorized to engage the services of any agents, assistants, persons, or corporations that Professional may deem proper to aid or assist in the performance of the services under this Agreement. The cost of such personnel and assistance shall be borne exclusively by Professional. 6.4 Professional shall furnish the facilities, equipment, telephones, facsimile machines, email facilities, and personnel necessary to perform the services required under this Agreement unless otherwise provided herein. Article VII Relationship of Parties 7.1 It is understood and agreed by and between the Parties that in satisfying the conditions and requirements of this Agreement, Professional is acting as an independent contractor, and City assumes no responsibility or liability to any third party in connection with the services provided by Professional under this Agreement. All services to be performed by Professional pursuant to this Agreement shall be in the capacity of an independent contractor, and not as an agent, servant, representative, or employee of City. Professional shall supervise the performance of its services and shall be entitled to control the manner, means and methods by which Professional's services are to be performed, subject to the terms of this Agreement. As such, City shall not train Professional, require Professional to complete regular oral or written reports, require Professional to devote his full-time services to City, or dictate Professional's sequence of work or location at which Professional performs Professional's work, except as may be set forth in Exhibit A. 7.2 Professional shall be responsible for the professional quality, technical accuracy, and the coordination of all designs, drawings, specifications, plans, and other services furnished by Professional under this Agreement. Professional shall, without additional compensation, correct or revise any errors or deficiencies in the Project Documents and other services provided under this Agreement. Neither City's review, approval, nor acceptance of, nor payment for any of, the services provided under this Agreement, shall be construed to operate as a waiver of any rights under this Agreement, and Professional shall be and remain liable to City in accordance with applicable law for actual damages to City caused by Professional's negligent performance of any of the services furnished under this Agreement. Article VIII Insurance 8.1 Before commencing work, Professional shall, at its own expense, procure, pay for and maintain during the term of this Agreement the following insurance written by companies PROFESSIONAL, SF,RVICEs MFE•EMENr: FM 423 UTILITY RELOCATION PROJECT - EASEMENT AC UISITION - Page 4 approved by the state of Texas and acceptable to City. Professional shall furnish to the City Manager certificates of insurance executed by the insurer or its authorized agent stating coverages, limits, expiration dates and compliance with all applicable required provisions. Certificates shall reference the project/contract number and be addressed as follows: City of The Colony, Texas Attention: City Manager 6800 Main Street The Colony, Texas 75056 A. Commercial General Liability insurance, including, but not limited to Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors and Contractual Liability, with minimum combined single limits of $1,000,000 per occurrence, $1,000,000 Products/Completed Operations Aggregate, and $1,000,000 general aggregate. Coverage must be written on an occurrence form. The General Aggregate shall apply on a per project basis. B. Workers' Compensation insurance with statutory limits; and Employers' Liability coverage with minimum limits for bodily injury: 1) by accident, $100,000 each accident, and 2) by disease, $100,000 per employee with a per policy aggregate of $500,000. C. Business Automobile Liability insurance covering owned, hired and non- owned vehicles, with a minimum combined bodily injury and property damage limit of $1,000,000 per occurrence. D. Professional Liability Insurance to provide coverage against any claim which the Professional and all professionals engaged or employed by the Professional become legally obligated to pay as damages arising out of the performance of professional services caused by error, omission or negligent act with minimum limits of $2,000,000 per claim, $2,000,000 annual aggregate. NOTE:If the insurance is written on a claims-made form, coverage shall be continuous (by renewal or extended reporting period) for not less than thirty-six (36) months following completion of this Agreement and acceptance by City. 8.2 With reference to the foregoing required insurance, Professional shall endorse applicable insurance policies as follows: A. A waiver of subrogation in favor of City, its officials, employees, and officers shall be contained in the Workers' Compensation insurance policy. B. The City, its officials, employees and officers shall be named as additional insureds on the Commercial General Liability policy, by using endorsement CG2026 or broader. PROFESSIONAL SERVICES AGREEMENT: FM 423 UTILITY RELOCATION PR03F,CT - EASEMENT ACQUISITION -Page 5 C. All insurance policies shall be endorsed to the effect that City will receive at least thirty (30) days notice prior to cancellation, non-renewal, termination, or material change of the policies. 8.3 All insurance shall be purchased from an insurance company that meets a financial rating of B+VI or better as assigned by A.M. Best Company or equivalent. Article IX Right to Inspect Records 9.1 Professional agrees that City shall have access to and the right to examine any directly pertinent books, documents, papers and records of Professional involving transactions relating to this Agreement. Professional agrees that City shall have access during normal working hours to all necessary Professional facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Professional reasonable advance notice of intended audits. 9.2 Professional further agrees to include in subcontract(s), if any, a provision that any subcontractor agrees that City shall have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further, that City shall have access during normal working hours to all such subcontractor facilities and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section. City shall give any such subcontractor reasonable advance notice of intended audits. Article X Miscellaneous 10.1 Entire Agreement. This Agreement and any and all Exhibits attached hereto constitutes the sole and only agreement between the Parties and supersedes any prior or contemporaneous understandings, written agreements or oral agreements between the Parties with respect to the subject matter of this Agreement. 10.2 Authorization. Each Party represents that it has full capacity and authority to grant all rights and assume all obligations granted and assumed under this Agreement. 10.3 Assignment. Professional may not assign this Agreement in whole or in pant without the prior written consent of City. In the event of an assignment by Professional to which the City has consented, the assignee shall agree in writing with the City to personally assume, perform, and be bound by all the covenants and obligations contained in this Agreement. 10.4 Successors and Assigns. Subject to the provisions regarding assignment, this Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and assigns. PROFESSIONAL SERVICES AORFEMENP' FM 423 UTILITY RELOCATION PROJECT - EASEMFNT ACQUISITION - Page 6 10.5 Governing Law and Exclusive Venue. The laws of the State of Texas shall govern this Agreement, and exclusive venue for any legal action concerning this Agreement shall be in a District Court with appropriate jurisdiction in Denton County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 10.6 Amendments. This Agreement may be amended only by the mutual written agreement of the Parties. 10.7 Severability. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision in this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. 10.8 Survival of Covenants and Terms. Any of the representations, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination, including, but not limited to, Section 3.3, Article X, and, in particular, Sections 10.13 and 10.14. 10.9 Recitals. The recitals to this Agreement are incorporated herein. 10.10 Notice. Any notice required or permitted to be delivered hereunder maybe sent by first class mail, overnight courier or by confirmed telefax or facsimile to the address specified below, or to such other Party or address as either Party may designate in writing, and shall be deemed received three (3) days after delivery set forth herein: If intended for City: With Copy to: Troy Powell Gordon Scruggs, P.E., CFM City Manager Director of Engineering City of The Colony City of The Colony 6800 Main Street 6800 Main Street The Colony, Texas 75056 The Colony, Texas 75056 If intended for Professional: Halff Associates, Inc. Attn: Gary Leuba, SR/WA 1201 N. Bowser Richardson, TX 75081 10.11 Counterparts. This Agreement may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of any number of copies hereof each signed by less than all, but together signed by all of, the Parties hereto. PROFESSIONAL SERVICES AGREEMENT: FM 423 UTILITY RELOCATION PROJECT - EASF,MENT ACQUISITION - Page 7 10.12 Exhibits. The exhibits attached hereto are incorporated herein and made a part hereof for all purposes. 10.13 Professional's Liability. Acceptance of the Project Documents by City shall not constitute nor be deemed a release of the responsibility and liability of Professional, its employees, associates, agents or subcontractors for the accuracy and competency of their designs, working drawings, specifications or other documents and work; nor shall such acceptance be deemed an assumption of responsibility by City for any defect in the Project Documents or other documents and work prepared by Professional, its employees, associates, agents or sub-consultants. 10.14 Indemnification. PROFESSIONAL AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS (INCLUDING COURT COSTS, REASONABLE ATTORNEY'S FEES AND COSTS OF INVESTIGATION) AND ACTIONS BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY TO THE EXTENT CAUSED BY PROFESSIONAL'S NEGLIGENT PERFORMANCE OF SERVICES UNDER THIS AGREEMENT OR BY REASON OF OF THE WILLFUL MISCONDUCT ON THE PART OF PROFESSIONAL, ITS OFFICERS, DIRECTORS, SERVANTS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, SUCCESSORS OR PERMITTED ASSIGNS (EXCEPT WHEN SUCH LIABILITY, CLAIMS, SUITS, COSTS, INJURIES, DEATHS OR DAMAGES ARISE FROM OR ARE ATTRIBUTED TO THE NEGLIGENCE OF THE CITY). IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, THE PROFESSIONAL, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR PROCEEDINGS AT PROFESSIONAL'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY. PROFESSIONAL'S OBLIGATIONS UNDER THIS SECTION SHALL NOT BE LIMITED TO THE LIMITS OF COVERAGE OF INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY PROFESSIONAL UNDER THIS AGREEMENT. 10.15 Conflicts of Interests. Professional represents that no official or employee of City has any direct or indirect pecuniary interest in this Agreement. Any misrepresentation by Professional under this section shall be grounds for termination of this Agreement and shall be grounds for recovery of any loss, cost, expense or damage incurred by City as a result of such misrepresentation. 10,16 Default. If at any time during the term of this Agreement, Professional shall fail to commence the services in accordance with the provisions of this Agreement or fail to diligently provide services in an efficient, timely and careful manner and in strict accordance with the provisions of this Agreement or fail to use an adequate number or quality of personnel to complete the services or fail to perform any of Professional's obligations under this Agreement, then City shall have the right, if Professional shall not cure any such default after thirty (30) days written notice thereof, to terminate this Agreement. Any such act by City shall not be deemed a waiver of any other right or remedy of City. If after exercising any such remedy due to Professional's nonperformance under this Agreement, the cost to City to complete the services to be performed PROFESSIONAL SFRVICEs AGREEMENT' PM 423 UTILITY RELOCATION PROJECT- EASEMENT ACOUISITION Page 8 under this Agreement is in excess of that part of the contract sum which as not theretofore been paid to Professional hereunder, Professional shall be liable for and shall reimburse City for such excess costs. 10.17 Confidential Information. Professional hereby acknowledges and agrees that its representatives may have access to or otherwise receive information during the furtherance of Professional's obligations in accordance with this Agreement, which is of a confidential, non- public or proprietary nature. Professional shall treat any such information received in full confidence and will not disclose or appropriate such Confidential Information for Professional's own use or the use of any third party at any time during or subsequent to this Agreement. As used herein, "Confidential Information" means all oral and written information concerning the City, its affiliates and subsidiaries, and all oral and written information concerning City or its activities, that is of a non-public, proprietary or confidential nature including, without limitation, information pertaining to customer lists, services, methods, processes and operating procedures, together with all analyses, compilations, studies or other documents, whether prepared by Professional or others, which contain or otherwise reflect such information. The term "Confidential Information" shall not include such information that is or becomes generally available to the public other than as a result of disclosure to Professional, or is required to be disclosed by a governmental authority under applicable law. 10.18 Remedies. No right or remedy granted or reserved to the Parties is exclusive of any other right or remedy herein by law or equity provided or permitted; but each right or remedy shall be cumulative of every other right or remedy given hereunder. No covenant or condition of this Agreement may be waived without written consent of the Parties. Forbearance or indulgence by either Party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Agreement. 10.19 No Third Party Beneficiary. For purposes of this Agreement, including the intended operation and effect of this Agreement, the Parties specifically agree and contract that: (1) this Agreement only affects matters between the Parties to this Agreement, and is in no way intended by the Parties to benefit or otherwise affect any third person or entity notwithstanding the fact that such third person or entity may be in contractual relationship with City or Professional or both; and (2) the terms of this Agreement are not intended to release, either by contract or operation of law, any third person or entity from obligations owing by them to either City or Professional. EXECUTED this day of c , 2010. City of The Colony, Texas By: Cit ager A sj: City Secretary PRoFEssloNAL SERVICFs AGREEMENT: FM 423 UTILITY RFI OCATION PROJECT- EASEMENT ACQUISITION - Page 9 2010. EXECUTED this day of Professional By: Nance: n Title: Attest: Secretary PROI'ESSIONAT SERVICES AGREEMENT: FM 423 UTILITY RI:I OCATION PROJECT- EASEMENT ACQUISITION -Page 10 Exhibit A Scone of Services Professional agrees to commence services upon written direction from City and to complete project in accordance with the attached Halff Associates, Inc. scope of services found in "Exhibit C". I ~I i I Exhibit B Work Schedule Budget Requirements: The services will be completed on a per parcel basis for Title, Appraisal and Acquisition Tasks. Condemnation Support services will be billed on a time and materials basis, as needed. The total not to exceed cost for the project is $ 355,850.00. No work outside the approved scope of work should be performed by Consultant without prior written approval and Change Order to the contract. A detailed breakdown of the fees for each of the parcels is attached in Exhibit D. Partial payment will be made to Consultant as outlined in the Payment Schedule located in Exhibit E. Schedule: The services outlined in this proposal will be completed within 240 calendar days after notice to proceed from The City of The Colony for all parcels that can be acquired by successful negotiation and closure and that don't require the eminent domain process. Exhibit C ff _ III. Right of Way and Easement Acquisition Services SERVICE REQUIREMENTS OF HALFF: Services shall include, but are not limited to the fallowing activities: A. Project Administration 1. Negotiation of the Scope of Services for each Work Authorization 1.1 Halff will visit project site with The Colony personnel. 2. Communication 2.1 Provide monthly summaries of project expenses including amounts authorized, amounts paid and budget forecasting or with an increased frequency as required by The Colony Office. 2.2 Maintain current status reports of all parcel and project activities and provide weekly to The Colony Office in a farm approved by that office. 2.3 Provide schedule of all areas of work indicating anticipated start and end dates. 2.4 Participate in monthly project review meetings at dates and times determined by The Colony Office. 2.5 Prepare initial property owner contact list for use by The Colony Office in distribution of Halff introduction letters or as determined necessary by that office. 3. File Management 3.1 Primary project and parcel files will be kept in The Colony Office. Working files will be kept in Halff's project administrative office, but docurnents generated or received by Halff will be forwarded to The Colony as they are generated or received by Halff. 3.2 Prepare invoices utilizing The Colony standard payment submissions farms with supporting documentation. 3.3 Maintain records of all payments including, but not limited to, warrant number, amount, and date paid, etc. 3.4 Maintain copies of all correspondence and contacts with property owners, 4. Parcel Priority - The parcel' acquisition and appraisal processes will be prioritized by, but not limited to, the following factors: 4.1 Possible Condemnation Parcels: Parcel 1 - Ron Renee aka Ron Green Parcel 2 - Lakeridge, Ltd, Parcel 4 - Autozone, Inc. Page 1 of 10 Parcel 13 - McDonald's Corporation Parcel 16 - H.K. Jin, Inc. Parcel 21 - Colony PPC, L.P. Parcel 22 - Cypress/FC The Colony I, L.P. Parcel 23 - Michael Curtis Parker Parcel 27 - Diana K. Herndon and Elizabeth K. Bump Parcel 30 - RG Kolony 121, Ltd. Parcel 31 - Wachovia Bank 4.2 Complex Issues (Such as title curative work including, but not limited to, releases of lien, subordination of lien agreements, probate, etc.) 4.3 Uncomplicated Parcels B. Title and Closing Services (combined) 1. Secure preliminary title commitment or preliminary title search, and 5- year sales data from Title Company that will be providing title insurance. 1.1 The Colony has the option to provide the initial title commitment at the beginning of the project and therefore Halff would not be eligible for the first payment milestone for Title and Closing Services. However, if Halff has to secure an updated title commitment, Halff becomes eligible for the first payment milestone for Title and Closing Services. 1.2 The charges from the Title Company for the preliminary title commitments will be paid by The Colony and are not included in Halff's negotiated fee schedule. 2. 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 Colony and are not included in Halff's negotiated fee schedule. 3. Secure title insurance for all parcels acquired, insuring acceptable title to The Colony. Written approval by The Colony required for any exception. The charges from the Title Company for the title insurance will be paid by The Colony and are not included in Halffs negotiated fee schedule. 4. The curative services necessary to provide clear title to The Colony is the responsibility of Halff and is included in the negotiated fee schedule for this service. Note: Halffs curative services do not include costs/expenses that qualify as payment of incidental expenses to transfer real property to The Colony. 5. Halff 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 Colony. 6. Halff provides closing services in conjunction with the Title Company and at the discretion of The Colony may be required to attend closings. Page 2 of 10 7. 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. 8. Halff shall cause the recordation all original instruments immediately after closing at the respective County Clerk's Office, except for donations which must be forwarded to The Colony for acceptance by The Colony prior to recording. The cost of the recording fees and filing fees are paid by The Colony and are not included in Halff's negotiated fee schedule. C. Initial Appraisal 1. Halff will subcontract with the following real estate appraisers. 1.1 John M. Dean, John M. Dean & Associates 1.2 Tracy Law, Henry S. Miller Commercial 1.3 Kevin Angel, AR/WS Appraisal 2. Secure written permission from the owner to enter the property from which real estate is to be acquired. If Halff, after diligent effort, is unable to secure the necessary letter of permission from the property owner, a waiver must be obtained in writing from The Colony. Maintain permission letters with appraisal reports. 3. Prepare and conduct personal pre-appraisal contact with interest owner(s) for each parcel using acceptable forms. 4. Contact property owners or their designated representative to offer opportunity to accompany the appraiser on the appraiser's inspection of subject property. Maintain record of contact in file. 5. Prepare complete appraisal report for each parcel utilizing TxDOT forms. These reports shall conform to TxDOT's policies and procedures along with the Uniform Standards of Professional Appraisal Practices. 6. As necessary, prepare written notification to The Colony of any environmental concerns associated with the right of way to be acquired, which could require environmental re-mediation. 7. All completed appraisals will be administratively reviewed by The Colony and recommended for approval by The Colony or its assigns. 8. As necessary, the appraiser will coordinate with the review appraiser regarding revisions, comments, or additional information that may be required. S. As necessary, the appraiser will prepare and give testimony as an Expert Witness in eminent domain proceedings through the Special Commissioners Hearing. The cost of the appraiser's preparation, appearance and testimony as an expert at the hearings will be billed on an hourly basis as referenced in the Fee Proposal Worksheet. The appraiser is eligible for a work assignment and additional fees not associated with the contract. Page 3 of 10 10. As necessary, the appraiser will be available for pre-trial meetings as directed by The Colony. The cost of the appraiser's preparation and expert witness testimony for trial is not part of the Fee Proposal Worksheet and the appraiser is eligible for a work assignment and additional fees not associated with the contract. D. Initial Appraisal Review 1. Halff will subcontract with the following real estate appraisal reviewer. 1.1 William C. Coleman, Independent 2. Review all appraisal reports for each parcel to determine consistency of values, supporting documentation related to the conclusion reached, compliance with TxDOT policies and procedures and the Uniform Standards of Professional Appraisal Practices. 3. Prepare and submit to The Colony a "Tabulation of Values" (Form ROW- A-10), for approval of each appraisal. 4. The cost of the review appraiser preparing, appearing and giving testimony as an expert witness at the Special Commissioners Hearings is not part of the Fee Proposal Worksheet and the review appraiser is eligible for a work assignment and additional fees not associated with the contract. 5. As necessary, the review appraiser will be available for pre-trial meetings as directed by The Colony. The cost of the review appraiser's preparation and expert witness testimony for trial is not part of the t=ee Proposal Worksheet and the review appraiser is eligible for a work assignment and additional fees not associated with the contract. E. Appraisal Assumptions 1. Short-form appraisals will be prepared. The Short-form is useful in the following situations: • when improvements are not substantially impacted by the acquisition in a manner other than the minor replacement or reestablishment of items measurable by cost to cure; • for residential properties; • when value is based on market data comparable sales only; • for rural properties where damages are limited; and • in instances where arbitrary values are used to value improvements, e.g., assessed values. The Short-form may be inadequate for commercial properties, partial acquisitions where remainder enhancements may offset damages, or where the acquisition has substantial impact on the value of the remainder. Page 4 of 10 The Long-form is distinguished from the Short-form valuation format in that it documents the value of the whole property, the value of the part to be acquired and the values of the remainders before and after the acquisition. It provides for the utilization of the three approaches to value. If a particular approach to value is considered not applicable, the appraiser will state the reason why that approach does not apply. This form should be utilized in complex acquisitions involving significant improvements, damages, or enhancements and is recommended for eminent domain proceedings or where the other valuation formats are not appropriate. 2. The contractor will complete construction and return the area to service as soon as possible. The contractor will make the necessary pavement repair and landscape repair according to the plans. The owners will be allowed to pave, park and landscape over the easements, but no permanent structures, buildings, fences, etc. The City will retain the right to remove the improvements to access their utilities. 3. Utility easements are for water, sanitary sewer, and any other franchise utility that the City allows to use the space if any. All drainage easements are designated as drainage and are included in the TxDOT ROW acquisition. 4. The Colony will grandfather non-conformities or guarantee variances. 5. With TxDOT approval, copies of TxDOT appraisal reports shall be provided to the appraisers to ascertain damages already paid to avoid double damage compensation. F. Appraisal Updates 1. As necessary, the appraiser will prepare complete appraisal update for the parcel to be acquired utilizing TxDOT's appropriate forms. These reports shall conform to TxDOT policies and procedures along with the Uniform Standards of Professional Appraisal Practices. The cost of the appraiser's preparation of the appraisal update will be billed on an hourly basis as referenced in the Fee Proposal Worksheet. 2. As necessary, prepare written notification to The Colony of any environmental concerns associated with the right of way to be acquired, which could require environmental re-mediation. 3. All completed appraisals will be administratively reviewed by The Colony and recommended for approval by The Colony Engineer or assigns. 4. As necessary, the appraiser will coordinate with the review appraiser regarding revisions, comments or additional information that may be required. 5. As necessary, the appraiser will prepare and give testimony as an Expert Witness in eminent domain proceedings through the Special Commissioners Hearing. The cost of the appraiser's preparation, appearance and testimony as an expert at the hearings will be billed on an hourly basis as referenced in the Fee Proposal Worksheet. The Page 5 of 10 appraiser is eligible for a work assignment and additional fees not associated with the contract. 6. As necessary, the appraiser will be available for pre-trial meetings as directed by The Colony. The cost of the appraisers preparation and expert witness testimony for trial is not part of the Fee Proposal Worksheet and the appraiser is eligible for a work assignment and additional fees not associated with the contract. G. Review of Updated Appraisal 1. Halff will subcontract with the following real estate appraisal reviewer. 1.1 William C. Coleman, Independent 2. Review all updated appraisal reports for each parcel to determine consistency of values, supporting documentation related to the conclusion reached, compliance with TOOT policies and procedures and the Uniform Standards of Professional Appraisal Practices. 3. Prepare and submit to The Colony a "Tabulation of Values" (Form ROW- A-10), for approval of each updated appraisal. 4. The cost of the review appraiser preparing, appearing and giving testimony as an expert witness at the Special Commissioners Hearings is not part of the Fee Proposal Worksheet and the review appraiser is eligible for a work assignment and additional fees not associated with the contract. 5. As necessary, the review appraiser will be available for pre-trial meetings as directed by The Colony. The cost of the review appraiser's preparation and expert witness testimony for trial is not part of the Fee Proposal Worksheet and the review appraiser is eligible for a work assignment and additional fees not associated with the contract. H. Negotiation Services 1. Analyze preliminary title report to determine potential title problems, propose methods to cure title deficiencies. 2. Analyze appraisal and appraisal review reports and confirm The Colony'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 Colony on applicable forms. 4. Contact each property owner or owner's 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. Page 6 of 10 6. 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 business days. 7. Prepare a separate negotiator contact report for each parcel per contact. 8. Maintain parcel files of original documentation related to the purchase of the real property or property interests. 9. Advise property owner on the Administrative Settlement process. Transmit to The Colony any written counter offer from property owners including supporting documentation, and Halff recommendation with regard to Administrative Settlements in accordance with The Colony policy and procedures. 10. Prepare final offer letter, documents of conveyance as necessary. 11. Appear and provide Expert Witness testimony as a Provider when requested. 12. Securing a Right of Entry is part of general Negotiation Services. 13. Provide Landowner's Bill of Rights to property owner as mandated by State Law. I. 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. Prepare, if applicable, Bisection, Drainage Easement and/or Temporary Construction Easement clauses for the original set of Legal Descriptions supplied by The Colony. 3. Use the information from the Title Commitment to join all interested parties on the appropriate forms provided by The Colony. Spouses of owners must be joined. 4. Upon completion of the appropriate form, prepare a packet containing 2 copies each of the following documents: Form joining all interested parties, Commitment, Negotiator's Reports, Appraisal Acknowledgment, Pre-appraisal Contact Sheet, 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 real property records which are relevant to any unusual joinder or service issue. Submit packet to The Colony. 5. Upon receipt of concurrence for the Appraisal Witness, request the update of appraisal. 6. Upon receipt of packet prepared by The Colony which will include Petition for Condemnation, Lis Pendens, Order Appointing Page 7 of 10 Commissioners, Order Setting Hearing, Oath of Special Commissioner, and Notice of Hearings, Halff will file the original petition with the County Court at Law or other appropriate Court for a cause number to be assigned. 7. File the Lis Pendens including the cause number with the County Clerk's Office. 8. Send a copy of the condemnation petition to the Title Company and request an updated title commitment. The Title Company needs to make sure the appropriate parties were named in the petition and that no changes in title have occurred. 9. Upon assignment of a court, file the Order Appointing Commissioners with the judge, retaining a copy of the Order for the files. 10. Following appointment of Commissioners by the judge, secure the following documents: Oath of Commissioners signed by the Commissioners, Order Setting Hearing, 2 copies of the Notice of Hearing signed by the Commissioners. 11. File all originals with the court and send copies marked "copy" to The Colony. 12. If the updated appraisal does not change in value, set the Commissioners Hearing. If there is an increase in value, Halff will make a revised offer and a final offer letter and submit a copy of the final offer letter. 13. Send a written notice to The Colony so that a conference room or court room may be reserved for the hearing. 14. Coordinate the hearing date with The Colony Attorney, Appraiser, The Colony Engineer, three Commissioners, and a court reporter. 15. Coordinate a Pre-Hearing conference prior to the hearing (the day before or earlier) to discuss facts of the case with The Colony Attorney, Appraiser, and The Colony Engineer. 16. After the Hearing is set, serve Notices of Hearing to the indicated parties at least eleven (11) days prior to the Special Commissioners Hearing. If it is necessary to join a federal agency, be advised that they have an additional sixty (60) days after service of the Hearing to prepare. The scheduling of the Hearing must allow for this additional time. 17. Once the notices have been served, file the original notices with the court and send copies stamped "copy" to The Colony. 18. Send a reminder letter 2-3 weeks in advance to The Colony Attorney, appraiser, three commissioners, court reporter, and The Colony Engineer concerning Hearing dates. Page 8 of 10 J. Condemnation Support Services (Post Hearing Support) 1. For the hearing, prepare Summary form and commissioners time sheets. Submit Summary form to The Colony. 2. Obtain the signatures of commissioners on four (4) duplicate originals of the Award of Commissioners and file one with the court for the judge's signature within 48 hours of the Hearing. Have court clerk file-mark the four duplicate originals and retain three. 3. Give timesheets to Judge. The Judge determines the amount paid to the Commissioners. 4. Obtain and distribute 3 signed and file-marked copies of the Award as follows: 4.1 One file-marked copy to the title company with a request for a commitment. 4.2 One file-marked copy to The Colony Attorney. 4.3 One file-marked copy (or certified copy) to The Colony with the previously obtained Commitment to request submission for each commissioner's fee. 5. Send the Commitment and the file-marked Award to The Colony. The Colony will prepare the payment submission for each commissioner's fee. 6. File warrant in the registry of the court. File a Notice of Deposit with the court and send certified copies to each defendant notifying them of the date of the deposit. Note - The Date of Deposit is the Date of Take. 7. Take photograph of the interest to be acquired on the day of deposit for relocation verification. 8. Send written notices of the date of deposit to The Colony and all interested parties. 9. Appear as Expert Witness as requested. SERVICE REQUIREMENTS of The Colony: Services shall include, but are not limited to the following activities 1. Assurance of ROW Project Release. 2. Provide an approved Right of Way Map. 3. Provide timely reviews and approval of submissions. 4. Provide all necessary standard forms (e.g. easement documents) and brochures. 5. Process and issue all warrants for payment of approved purchase prices for each parcel, relocation payment, and incidental expense involved in the transfer of property to The Colony in accordance with State law. Page 9 of 10 6. Provide final approval for all appraisals, relocation supplements, and moving payments. 7. Provide a copy to Halff of their performance evaluation when completed. 8. May conduct surveys of property owners and displacees to determine quality of performance by Halff. 9. Initiate, coordinate, and administer environmental investigation surveys. 10. Will pay direct cost charged by the Title Company for preliminary title commitments, update title commitments and title insurance for all parcels assigned in the work authorization. 11. Will pay direct cost of incidental expenses required to transfer real property to The Colony, fees related to obtaining certified court documents, fees for recording court documents, filing the petition in eminent domain cases and any other recording fees for all original instruments. Page 10 of 10 Exhibit D D O Zv N -A+ O N Wq V T A (AT A W O~ N a A W W , 0 0~ N Nm -C~? oG An~-c~ w m m n~i o o m m P ~O o a O N p a O n o N< X D D a o n O p p A 2 .n m o o m o m D m o y - m N m G N m - - n n m 0 0 ~o o _ ~Q' o~c-a,N~N o 3_. °Am wo ° °o° °om off'' 0 0 0 - °o mx £i w - Pi O aX ~ r- N X o p.0. 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(2) 60% upon obtaining signed deed or issuance of final offer letter with County concurrence (3) 3017o upon recordation of instrument of conveyance and upon issuance of title policy or alternative method of acceptable by the County (i.e,; Attorney's Certificate). 2. Appraisal Services a. Payment (1) Per Parcel Basis b. Milestones -100% upon delivery of complete and acceptable appraisal report. 3. Appraisal Review Services a. Payment (1) Per Parcel Basis b. Milestones - 100% upon submission of "Tabulation of Values" (Form RONV-A-10). 4. Acquisition Tasks and Fees a, Payment (1) Per Parcel Basis b. Milestones (1) 259o' upon presentation of initial offer, (2) 45% upon presentation of final offer with County concurrence or on execution of deed, or payment submission. (3) 30% upon successful negotiation and all instruments are recorded. 5. Condemnation Support Services a. Fee for Condemnation Support Services (1) Payment made on per parcel basis (2) Milestones i. 509o' Payment Milestone upon receipt of the Texas Department of Transportation RTE-49. Page I of 2 FEE SCHEDULE PAYMENT STRUCTURE ii. 20% Upon setting the date for the Special Commissioners Hearing and providing the District R/W Office with a copy of the completed order setting the Hearing signed by all Special Commissioners, iii. 20% Upon service of the notice of Hearing. iv. 1001o Upon Notice of Deposit. Page 2 of 2