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HomeMy WebLinkAboutResolution - 2008-R0098 - Agreement - Mcdougal Realtors Inc. - 03/13/2008Resolution No. 2008-R0098 March 13, 2008 Item No. 4.24 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Professional Services Agreement by and between the City of Lubbock and McDougal Realtors, Inc. and all related documents. Said Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Executed by the City Council this 13th day of ATTEST: cca Garza, City Secretary APPROVED AS TO CONTENT: �Ia Deputy City Manager/Water Utilities Director APPROVED AS TO FORM: Richard K. Casner, First s t City Attorney Ao/ccd oes/Professional ServicesAgreement-Mc Douga1030408. res March 2008. 0001, Ok DAVID X MILLER, MAYOR Resolution No. 2008-R0098 March 13, 2008 Item No. 4.24 PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("Agreement") is entered into this 13th day of March 2008, by and between the City of Lubbock (the "City"), a Texas home rule municipal corporation, and McDougal Realtors, Inc. (the "Contractor"), a Texas corporation. WITNESSETH WHEREAS, Contractor has substantial skill and experience in researching land titles, reviewing land titles, negotiating the acquisition of rights of way and other interests in land, and other tasks and aspects related to the acquisition of water pipeline easements and rights of way, and is imminently qualified to perform such activities (the "Activities"); WHEREAS, Contractor has demonstrated competence and qualifications to perform the Services, as defined below, and will perform the Services for a fair and reasonable price; WHEREAS, the City desires to contract with Contractor to perform services related to the Activities and Contractor desires to provide the services related to same. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Contractor agree as follows: ARTICLE I Services 1.01 Contractor shall conduct all activities and within such time frames, as set forth on Exhibit "A", "Scope of Services", attached hereto (the "Services") Page 1 of 17 ARTICLE II Compensation and Term 2.01 The consideration to be paid for the Services to be provided the City as described in Article I shall be as provided in Exhibit "A" and Exhibit "B", attached hereto. This amount shall be invoiced to the City monthly as work is performed. 2.02 This Agreement shall expire on January 1, 2009. Additionally, the City may terminate this Agreement by providing written notice to Contractor at least thirty (30) days prior to the effective date of termination as provided in such notice. In the event this Agreement is so terminated, the City shall pay Contractor only for services actually performed by Contractor up to and including the date the Contractor is deemed to have received the City's notice of termination. ARTICLE III Independent Contractor 3.01 It is understood and agreed that Contractor is to perform the Services in a sound and professional manner and exercising the degree of care, skill and diligence in the performance of the Services as is exercised by a professionals under similar circumstances and Contractor hereby warrants to the City that the Services shall be so performed. Further, Contractor is and shall be considered at all times an independent contractor under this Agreement and/or in its service, hereunder. During the performance of the Services under this Agreement, Contractor and Contractor's employees or its approved subcontractors will not be considered, for any purpose, employees or agents of the City within the meaning or the application of any federal, state or local law or regulation, including without limitation, laws, rules or regulations regarding or related to Page 2 of 17 4.01 unemployment insurance, old age benefits, workers compensation, labor, personal injury or taxes of any kind. ARTICLE N Events of Default/Remedies a. City's Defaults/Contractor's Remedies. In the event the City shall default in the performance of any term or provision of this Agreement for any reason other than failure by Contractor to perform hereunder, Contractor may, if said default shall be continuing after five (5) days notice of such default is deemed received by the City, exercise any right or remedy available to it by law, contract, equity or otherwise. b. Contractor's Defaults/City's Remedies. In the event Contractor shall default in the performancc of any term or provision of this Agreement for any reason other than failure by the City to perform hereunder, the City may, if said default shall be continuing after five (5) days notice of such default is deemed received by Contractor, exercise any right or remedy available to it by law, contract, equity or otherwise, including without limitation, specific performance and/or the right to terminate this Agreement without additional notice. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. ARTICLE V Insurance/Indemnity 5.01 Contractor shall procure and carry, at its sole cost and expense through the life of this Agreement, insurance protection as hereinafter specified, in form and substance satisfactory to City, carried with an insurance company authorized to transact business in the state of Texas, covering all aspects and risks of loss of all operations in connection Fuge 7 of 17 with this Agreement, including without limitation, the indemnity obligations set forth herein. Contractor shall obtain and maintain in full force and effect during the term of this Agreement, commercial general liability, professional liability and automobile liability coverage with insurance carriers admitted to do business in the state of Texas. The insurance companies must carry a Best's Rating of A -VII or better. The policies will be written on an occurrence basis, subject to the following minimum limits of liability: Commercial General Liability: Combined Single Limit: Professional Liability: Combined Single Limit: Automobile Liability: Combined Single Limit for any auto $1,000,000 $500,000 $500,000 Per Occurrence The City shall be listed as a primary additional insured with respect to the Automobile Liability and Commercial General Liability and shall be granted a waiver of subrogation under those policies. Contractor shall provide a Certificate of Insurance to the City as evidence of coverage. The Certificate shall provide 30 days notice of cancellation. A copy of the additional insured endorsement and waiver of subrogation attached to the policy will be included in the Certificate. Contractor may subcontract from time to time during the course of this Agreement, if permitted by this Agreement, with certain parties to perform certain of the Services who are compensated as provided by agreement between Contractor and such subcontractors. Such subcontractors shall be specifically covered under the Commercial Page 4 of 17 General Liability and Professional Liability insurance policies of the Contractor. Such subcontractors shall not be covered under any form of workers' compensation insurance or non -subscriber insurance, but shall be independent contractors as defined by Texas law. Each such subcontractor retained by the Contractor as an independent contractor shall be required to sign an Affidavit of their independent contractor status and shall also execute a waiver of any and all claims against the City, and shall further indemnify the City from and against any and all claims, for personal injury or property damage, sustained while carrying out the terms of this Agreement. If at any time during the life of the Agreement or any extension hereof, Contractor fails to maintain the required insurance in full force and effect, Contractor shall be in breach hereof and all work under the Agreement shall be discontinued immediately. Contractor shall indemnify and hold City and City's elected officials, officers, agents, employees and independent contractors harmless, to the fullest extent permitted by law, from and against any and all claims, demands, damages, costs, liabilities and expenses, and including reasonable attorney's fees, as a result of, related to or arising from Contractor's use or occupation of City owned lands, and/or any matter related to Contractor's activities, performances, operations or omissions under this Agreement. The indemnity provided herein shall survive the expiration or termination of this Agreement. Page 5 i f 17 ARTICLE VI Miscellaneous 6.01 Contractor shall comply with all laws, statutes, regulations, ordinances, rules and any other legal requirement related to, in any way, manner or form, the performance of the Services contemplated herein. 6.02 Any notice required by this Agreement shall be deemed to be properly served, if (i) provided in person or by telephonic facsimile; or (ii) deposited in the United States mail by certified letter, return receipt requested, addressed to the recipient at recipient's address shown below, subject to the right of either party to designate a different address by notice given in the manner just described. Notice shall be deemed to be received when delivered if provided in person or by telephonic facsimile or, if deposited in the United States mail, as set forth above, three (3) days after depositing such notice in the United States mail, as set forth above. For City: Tom Adams, Deputy City Manager P.O. Box 2000 Lubbock, Texas 79457 Facsimile: (806) 775-2051 W/ copy to: Aubrey Spear, P.E. P.O. Box 2000 Lubbock, Texas 79457 Facsimile: (806) 775-3344 For Contractor: McDougal Realtors, Inc. Attention: Marc McDougal 4601 S. Loop 289 Lubbock, Texas 79424 Page 6 of 17 Facsimile. (80) 796-7874 6.03 THIS AGREEMENT IS TO BE CONSTRUED UNDER TEXAS LAW WITHOUT REGARD TO CONFLICT OF LAW RULES THAT WOULD DIRECT APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. THE OBLIGATIONS OF THE PARTIES CREATED BY THIS AGREEMENT ARE PERFORMABLE, AT LEAST IN PART, IN LUBBOCK COUNTY, TEXAS, VENUE FOR ANY ACTION BROUGHT PURSUANT TO THIS AGREEMENT, OR ACTIVITY CONTEMPLATED HEREBY, SHALL EXCLUSIVELY BE IN LUBBOCK COUNTY, TEXAS. 6.04 This Agreement represents the entire and sole agreement between the City and Contractor with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings, representations or other agreements, whether written or oral. This Agreement may not be modified or amended except in writing and duly executed by each party hereto. 6.05 Nothing contained herein shall be construed to imply a joint venture, joint enterprise, partnership or principal — agent relationship between Contractor and the City. 6.06 If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary to render it valid and enforceable so long as said modification is reasonably within the intent the parties as originally expressed. In the event such provision may not be so modified, the unenforeeability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in force and effect as if such provision had not been included in this Agreement. Page 7 of 17 6.07 Any and all documents, drawings and specifications prepared by Contractor as part of the Services hereunder, shall become the property of the City when Contractor has been compensated as set forth in Section 2.01, above. 6.08 A waiver by either City or Contractor of a breach of this Agreement must be in writing to be effective. In the event either party shall execute and deliver such waiver, such waiver shall not affect the waiving party's rights with respect to any other or subsequent breach. 6.09 Except as otherwise provided herein, neither City nor Contractor may assign or subcontract any part of the Services under this Agreement, in whole or in part, without the written consent of such assignment by the non -assigning party. The authority to consent to such assignment or subcontract is hereby delegated by the City Council of the City of Lubbock to the City Manager, or her delegee. City and Contractor each bind itself or himself, their legal representatives and permitted assigns in respect to all provisions of this Agreement. 6.10 Nothing in this Agreement shall be construed to provide any rights or benefits whatsoever to any party other than City and Contractor. 6.11 Contractor represents and warrants to City that it has taken all actions necessary to authorize the party executing this Agreement to bind, in all respects, Contractor to all terms and provisions of this Agreement, and that such person possesses authority to execute this Agreement and bind Contractor hereto. IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the date first written above. Page 8 of 17 McDougal Realtor's, Inc. By: Name: Marc : cDougal Title: President CITY OF LUBBOCK DAVID A. MIL R, MAYOR ATTEST: Reblecca Garza, City Secretary APPROVED AS TO CONTENT: Thomas Adams, Deputy City Manager APPROVED AS TO FORM: P Richard K. Casner, First Assistant City Attorney Richard/Professiona]ServicesAgreement McDougal.022808 Page 9 of 17 Resolution No. 2008—RU098 Exhibit A Scope of Services Lake Alan Henry Water Infrastructure Land Acquisition Services A. Project Background As part of the City of Lubbock's long-range water supply plan, construction was completed for Lake Alan Henry in 1993. The Lake is located approximately 65 miles southeast of Lubbock primarily in Garza County. In order for Lake Alan Henry to serve as a water supply, water transmission and treatment systems must be constructed. The Preliminary Engineering for the Lake Alan Henry Water Transmission and Treatment System was completed by Parkhill, Smith and Cooper, Inc. (Engineer) in association with Freese & Nichols, Inc. and Black & Veatch Corporation in November 2007. A preliminary raw water pipeline route and locations for pump stations were selected. B. Project Description This project includes a number of important components including land and right-of-way acquisition for the construction of a 50 -mile raw water pipeline from Lake Alan Henry to City of Lubbock, two 5 -acre booster pump station sites, a future third pump station site, and a 200 -acre water treatment plant and terminal storage site. Fifteen miles of distribution pipe line connecting to the Lubbock distribution system will be handled under a separate contract. Close coordination with the City of Lubbock and the Engineer, Parkhill, Smith and Cooper, is essential to the land acquisition process. C. Scope of Services Outline The Contractor shall provide services necessary to acquire title to the ROW, in form and substance acceptable to the City of Lubbock. Contractor will comply with all applicable laws, as provided in the Agreement, specifically including, but without limitation, Subchapter B, Chapter 402 of the Texas Government Code and Subchapter B, Chapter 21 of the Texas Property Code. Contractor's major activities with respect to the acquisition or land and Rights of Way shall include: Task 1 Appraisals Task 2 Property Costs and Pricing Task 3 Documentation Preparation Task 4 Title Information Task 5 Negotiation Task 6 Title Review for Oil & Gas Leases and Severed Mineral Rights Task 7 Closing Procedures Page 10 of 17 Task 8 Project Management Task 9 Condemnation — Additional Services D. Task Details Task 1 —Appraisals The Contractor shall develop representative information on the value of the proposed easement, considering both the construction easement and the permanent pipeline easement as it crosses various types of property. The representative information will be developed and presented to the City in a per rod form as well as any other form that the Contractor may recommend in order to expedite the process of acquiring right-of-way for the project. The Contractor shall develop and consider appropriate appraisals and land values in order to develop the representative information. The following specific types of land uses shall be considered in order to develop this representative information: a. Ranch — large tracts of land between Lake Alan Henry and Post, Texas b. Pasture — tracts of land in Lynn and Garza Counties below the Caprock c. Pasture — tracts of land in Lynn and Garza Counties on the Caprock d. Pasture — tracts of land in Lubbock County e. Pasture — tracts where the easement would be adjacent to state highways f, Semi -developed — tracts of land in Lynn and Garza Counties along U.S. 84 g. Farm / Suburban — tracts of land near the City of Lubbock's h. Dry Farm tracts of land in Lynn and Garza Counties used for dry land farming i. Dry Farm — tracts of land in Lubbock County used for dry land farming j. Irrigated Farm — tracts of in Lynn and Garza Counties used for irrigated farming k. Irrigated Farm — tracts of land in Lubbock County used for irrigated farming 1. Irrigated Farm — tracts where the easement would be adjacent to state highways m. Drip Irrigation Farm — tracts in Lynn and Garza Counties used for farming n. Drip Irrigation Farm — tracts in Lubbock County used for farming These services will be completed within 30 days of the City's authorization to proceed. Services will be compensated for on a lump sum basis as described in Exhibit B. Additional Services: If requested by the City, the Contractor will provide a written appraisal or will have an appraisal prepared for specific parcels to be acquired. The City shall furnish the Contractor the appropriate legal description and plat showing the property to be appraised. The Contractor shall use state certified appraisers that are approved by the Owner to prepare the written appraisals. Each appraisal will be reviewed by the Contractor for accuracy and adherence to sound appraisal principles. The appraisals will be submitted to the City with a recommendation as to the amount of just compensation to be offered for the purchase of each parcel. These additional services will be compensated for on a per parcel basis as a negotiated amendment to the contract. Page I I of 17 Task 2 — Property Costs & Pricing The Contractor shall provide a market study that will provide a range of prices to be approved by the City prior to negotiations with the property owners. The Market Study will be included as Basic Services in this contract. If condemnation proceedings become necessary, an appraisal may be required and will be charged as Additional Services as described in Task 1 - APPRASIALS. The Contractor will present to the City a copy of the market study for the City's approval. The offering price for properties will be based on the Market Study as indicated above. The City will establish the value to be used in negotiation and the range of negotiating authority to be given to the Contractor's agent. Services associated with this task will be compensated for on a lump sum basis as described in Exhibit B. Task 3 — Document Preparation The City will contract with an Engineer that will be responsible for all the surveying, for the preparation of the legal descriptions and plats on the parcels to be acquired. The Contractor will make a review of the legal descriptions and plats to determine that they are accurate and correct. The Contractor will prepare access licenses and acquisition documents to the City for their review. Acquisition documents consist of form of easement or conveyance documents. Access licenses consist of an agreement between the City and the respective landowners granting access to property for the purposes of surveying and other inspection related purposes. Once these documents are finalized, the Contractor will assemble the appropriate legal description and approved acquisition document for agents to use for acquisition. Services associated with this task will be compensated on a lump sum basis as described in Exhibit B. Task 4 — Title Information Title Policies will be purchased based on the Texas Title Insurance Premium Rates effective at the time of purchase. The Contractor will research and retrieve deeds for development of a list of affected landowners. The Contractor will furnish preliminary title information, including the property owner's name, a copy of deed, and a listing and description of easements affecting the property and furnish to the City and the Engineer. In addition, the Contractor shall, at the appropriate time as directed by the City, obtain and furnish to the Owner a Title Commitment for each property, including a review of liens or other exceptions reported in the Title Commitment. The Engineer with the Contractor's cooperation shall be responsible for the determination of the location and the effect of any utility easements. The Contractor shall report the results of the Title Commitment to the Engineer and City, recommending the disposition of the exceptions. The decision whether the reported exceptions are acceptable or must be eliminated will be the responsibility of the Engineer and City. Compensation for these services will be handled as indicated in Exhibit B. Page 12 or 17 Additional Services: Any action required to clear a title is not included in this Scope of Services for this project. If title clearance is necessary, it will be negotiated as an additional service by amendment to this contract. Task 5 — Negotiations The Contractor will provide the services of qualified right-of-way agents to secure the required right-of-way for the project(s). The City will provide the Contractor with right-of- way, descriptions, maps and plats; preliminary pipeline route location; and copies of aerial photography (if available) for use in the negotiating efforts. The Contractor will obtain permission from landowners to access properties, maintain written right of entry signed by the landowners for use by others needing access, review route and aerial maps with landowners for approval, and negotiate on behalf of the City. As necessary, Contractor shall negotiate the cost, if any, for the permission to access the properties. The Contractor will utilize the conveyance documents and other necessary forms as prepared and approved in accordance with the previously discussed in Task 3- DOCUMENT PREPARATION. The Contractor will provide a good faith effort to acquire all the rights-of-way through a negotiation process, which will generally consist of no less than three contacts with the property owner or his authorized representative. Generally, no more than five contacts will be necessary to reach an agreement with the property owner or to determine that further negotiations will be non productive and the eminent domain actions will be necessary to acquire the property. If absentee owners are involved, the negotiations may be conducted via telephone, fax, or by mail. If the schedule for acquisition of the right-of-way or other factors arises, which make it expedient, travel outside of the project area to meet with the absentee owners may be desirable. If such events arise, the travel must be specifically authorized by the City. If such travel is authorized the expenses involved including the agents time will be considered as additional services. Such expenses shall be limited to the IRS allowable charge for mileage applicable at the time of such travel, and per diem meal reimbursable of $55 per day. The initial offer made to the property owner will be based on the value approved as previously discussed in Tasks 1 and 2. All counter-offers by the property owner along with the Contractor's recommendations will be presented to the City for their consideration. The Contractor will be required to meet with City staff and or the City Council as necessary to present negotiation information. Meetings with the City Council will be held as scheduled for regular and special sessions. The City must approve such counter offers before the Contractor's agent will be authorized to agree to the requested changes. All monetary offers made to the property owners will be within the limits authorized by the City in the various stages of the negotiation. After reaching an agreement with the landowner on the consideration and all other terms of the transaction, the Contractor's agent will forward to the City a Memorandum of Agreement (MIA) executed by the property owner to be ratified by the City. This MIA sets forth the Page 13 of 17 compensation and any other terms and conditions agreed upon. The City will be responsible for obtaining the City's ratification and for returning the ratified MIA to the Contractor. The easement will then be signed and recorded. The payment to the property owner and the closing procedures will be in compliance with the procedures defined in Task 7 - CLOSING PROCEDURES. In the event these good faith efforts fail to produce a satisfactorily negotiated easement, the Contractor will recommend to the City that the City use its power of Eminent Domain to acquire the right-of-way. Services for this task will be compensated on a per man day not -to - exceed basis according to Exhibit B. Task 6 — Title Review for Oil & Gas Leases and Severed Mineral Rights The Contractor will review Title Commitment so as to ascertain if there are outstanding oil and gas leases that are effective and valid. The Contractor will also review Title Commitment in an attempt to discover whether property has all minerals severed. The Contractor will notify the City of such situations and work with the City to minimize liability or exposure for the City. Services for this task will be compensated on a per man day not -to - exceed basis according to Exhibit B. Task 7 — Closiny, Procedures The Contractor's agent will coordinate contacts with the City and Title Company to deliver any payments to the property owner and record the documents. The documents will be returned to the City after recording. Services for this task will be compensated on a per man day not -to -exceed basis according to Exhibit B. Task 8 — Proiect Mann ement Proactive communication with the City of Lubbock and the Field Engineering firm is critical to the success of this project All meetings, correspondence, and project coordination efforts will be performed under this task. Written documentation will be maintained for each property in a separate parcel file. The Contractor will include, as a minimum, the name, address and telephone number of the property owner and tenant, the property owner's verification of title information, the legal description and plat, the authorized negotiating price, and a copy of the right-of-way conveyance and curative documents. The Contractor will provide a monthly progress report on the acquisition, which will be submitted to the City. In addition, the Contractor will attend a monthly meeting conducted by the City to coordinate activities being conducted by the Contractor, the Engineer, and the City with respect to land and casement acquisition. Services in this task will be compensated for on a lump sum basis as described in Exhibit B. Task 9 — Condemnation — Additional Services As requested, the Contractor will provide the necessary services to assist the City and the City of Lubbock's use of its power of eminent domain in acquiring the right-of-way. The Contractor will submit property owner's names on those parcels where negotiations were Page 14 of 17 unsuccessful to the City. The City will be responsible for preparing and approving a resolution authorizing condemnation of the needed parcels. Upon request of the City's legal advisor the Contractor will request an updated title commitment from the Title Company. The Contractor will also be responsible for obtaining an appraisal report on each of the parcels requiring condemnation. The Contractor, upon receipt of the appraisal and updated title commitment will prepare a final offer letter for approval the City. At the request of the City, the Contractor will mail the final offer letter to the property owner. The Contractor will prepare and furnish to the City's legal advisor a "file package" consisting of updated title commitments, appraisal reports, right-of-way agent's reports, legal descriptions and any other information in the Contractor's files for the legal advisor's use in the required condemnation actions. The Contractor will assist the City's legal advisor in preparing for the special commissioners hearings as requested by the legal advisor. These additional services will be provided upon request of the City and amendment of this Agreement. E. Sequence of Work The Contractor will follow the following sequence of work in providing the above referenced services. 1. The Contractor will retrieve deeds from the courthouse and develop a preliminary list of landowners based on a land ownership map prepared by the Field Engineer's surveyor. The map will depict the approximate property lines shown in GIS format based on readily available Tax Appraisal Maps. 2. The Contractor and the Engineer will do a "windshield" survey of the easement route to determine whether there are any recommended route changes. The Engineer will update the GIS aerial maps and prepare map books for working drawings incorporating recommended and approved changes. 3. The Contractor will attend up to three (3) public meeting with land owners to answer questions and present the alignment. The City, Engineer and Contractor will gather landowner comments regarding the route, evaluate Iandowner comments, and make adjustments to the route where appropriate. 4. The Contractor will prepare legal access agreements and obtain written permission from landowners to access properties. At the City's option, the Contractor will obtain a Preliminary Title Report which provides additional property information for each tract (easements and subdivisions). 5. The Engineer will do preliminary staking of the easement route setting steel t -posts at 0.25 mile spacing tying into property comers and boundary surveys. Based on this information, the Engineer will update the aerial map book with the final alignment at 1" 200' scale and secure approval from the City of Lubbock. Based on this information The Page 15 of 17 Contractor will review the route and aerial maps with landowners and get preliminary approval of the easement route. 6. The Contractor will provide feedback from landowners to the Engineer so appropriate route adjustments can be made. Based on these adjustments, the Engineer's surveyor will prepare easement documents and stake the easement corners where appropriate. The Contractor will furnish acquisition documents to the City for review and approval. Once approved, the Contractor will assemble the appropriate legal descriptions and approved acquisition documents for agents to use during acquisition. 8. The Contractor will arrange for and provide the Final Title Work, including coordinating with the appropriate Title Company to provide a Title Commitment and Title Insurance for each property. The Engineer will prepare permit applications for railroad crossings, Corps of Engineer 404 water crossings, and other environmental permits as necessary. Page 16 of 17 Resolution No. 2008-80098 Exhibit B Methods of Compensation Lake Alan Henry Water Infrastructure Land Acquisition Services The Scope of Services described in Exhibit A will be compensated on the following basis: Task Description Fee Basis Unit Unit Rate Amount 1 Appraisals Lump Sutra 1 $12,500 $12,500 2 Propeq Costs & Pricing Lump Sum 1 $64,500 $64,500 3 Documentation Lump Sum 1 $64,500 $64,500 Preparation 4 Title Information Not -to -Exceed 120 $700 / man- $84,000 Title Insurance 1 day $150,000 — At Cost $150,000 5 Negotiations Not -to -Exceed 1,360 $700 / man- $952,000 da 6 Title Review for Oil & Not -to -Exceed 68 $700 / man- $47,600 Gas Leases and Severed day Mineral Rights 7 Closing Procedures Not -to -Exceed 130 $700/ man- $91,000 day 8 Project Management Lump Sum 1 $86_,000 $86,000 Total Contract Fee $1,552,100 Lump Sum amounts and "per day rates" account for and include Contractor's labor, overhead, profit, and direct expenses including automobile mileage, meals and other per diem expenses. Reimbursable expenses such as the cost of Title Policies and authorized travel expenses, as set forth Task 5, will be paid on an "at cost" basis. The portion of the Lump Sum and the Not -to -Exceed amount billed for Contractor's services will be based upon the proportion of the total services actually completed during the billing period as estimated by the Contractor and agreed upon by the City. The Total Contract Amount is conditioned on the authorization to proceed issued by March 31, 2008. If the contract exceeds the January 1, 2009 Contract Time through no fault of the Contractor, additional compensation will be negotiated at that time and will require a contract amendment. Additional Services authorized by the City will be negotiated and this contract amended prior to beginning such work. It is anticipated that all additional man -day work will be charged at $700 per man -day. Richard/ProfessionalSmicesAgreement McDougal final. 0122908 Page 17 of 17