Professional Service Agreement with Tierra Right of Way Services, LTD

CE
PROFESSIONAL SERVICES AGREEMENT
(Not Construction Related)
Between City of Glendale and
Tierra Right of Way Services, Ltd.

This Professional Services Agreement ("Agreement") is entered into and effective between CITY OF GLENDALE,
an Arizona municipal corporation ("City") and Tierra Right of Way Services, Ltd., an Arizona corporation, authorized
to do business in the State of Arizona, ("Consultant") as of the iit “day of March, 2024 (“Effective
Date”).

RECITALS

A. City intends to undertake a project for the benefit of the public and with public funds that is more fully set
forth in Exhibit A, Project (the Project");

B. City desires to retain the professional services of Consultant to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit B, Project Scope of Work (“Scope”);

Cc. Consultant desires to provide City with professional services (“Services”) consistent with best consulting or
architectural practices and the standards set forth in this Agreement, in order to complete the Project; and
D. City and Consultant desire to memorialize their agreement with this document.
AGREEMENT

The parties hereby agrce as follows:

1. Key Personnel; Other Consultants and Subcontractors.
11 Professional Services. Consultant will provide all Services necessary to assure the Project is

completed timely and efficiently consistent within Project requirements, including, but not limited
to, working in close interaction and interfacing with City and its designated employees, and working
closely with others, including other consultants or contractors, retained by City.

1.2 Project Team.
a. Project Manager.

(1) Consultant will designate an employee as Project Manager with sufficient training,
knowledge, and experience to, in the City's opinion, complete the project and handle
all aspects of the Project such that the work produced by Consultant is consistent
with applicable standards as detailed in this Agreement; and

(2) The City must approve the designated Project Manager.
b. Project Team.

1 The Project Manager and all other employees assigned to the Project by Consultant
i ig ploy gn i y
will comprise the "Project Team."

(2) Project Manager will have responsibility for and will supervise all other employees
assigned to the Project by Consultant.

c. Discharge, Reassign, Replacement.

(1) Consultant acknowledges the Project Team is comprised of the same persons and
roles for each as may have been identified in Exhibit A.

(2) Consultant will not discharge, reassign, replace or diminish the responsibilities of
any of the employees assigned to the Project who have been approved by City

10/05/2023

d.

without City's prior written consent unless that person leaves the employment of
Consultant, in which event the substitute must first be approved in writing by City.

(3) Consultant will change any of the membets of the Project Team at the City's request
if an employee's performance does not equal or exceed the level of competence that
the City may reasonably expect of a person performing those duties, or if the acts
or omissions of that person ate detrimental to the development of the Project.

Subcontractors. Consultant shall not engage any subcontractor for the work or services to
be performed under this Agreement.

Schedule. The Services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with the Project.

Consultant’s Work.
31 Standard. Consultant must perform Services in accordance with the standards of due diligence, care,

3.2

3.3

3.4

and quality prevailing among consultants having substantial experience with the successful furnishing
of Services for projects that are equivalent in size, scope, quality, and other ctitetia under the Project
and identified in this Agreement.

Licensing, Consultant warrants that:

a

Consultant currently holds all appropriate and required licenses, registrations and other
approvals necessary for the lawful furnishing of Services ("Approvals"); and

Neither Consultant nor any Subconsultant has been debarred or otherwise legally excluded
from contracting with any federal, state, or local governmental entity ("Debarment").

(1) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments, or to examine Consultant's contracting ability.

(2) Consultant must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of the Consultant to notify City as
required will constitute a material default under the Agreement.

liance.

Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other standards
and criteria designated by City.

Consultant must not disctiminate against any employee or applicant for employment on the
basis of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender
identity or expression, genetic characteristics, familial status, U.S. military veteran status or
any disability. Consultant will require any Sub-contractor to be bound to the same
requirements as stated within this section. Consultant, and on behalf of any subcontractors,
wartants compliance with this section.

Coordination; Interaction.

a.

For projects that the City believes requires the coordination of various professional services,
Consultant will work in close consultation with City to proactively interact with any other
professionals retained by City on the Project ("Coordinating Project Professionals").

Subject to any limitations expressly stated in the Project Budget, Consultant will meet to
review the Project, Schedule, Project Budget, and in-progress work with Coordinating
Project Professionals and City as often and for durations as City reasonably considers
necessaty in order to ensure the timely work delivery and Project completion.

For projects not involving Coordinating Project Professionals, Consultant will proactively
interact with any other contractors when directed by City to obtain or disseminate timely
information for the proper execution of the Project.

2
10/05/2023

4.

3.5

Work Product.

a. Ownership. Upon receipt of payment for Services furnished, Consultant grants to City
exclusive ownership of and all copyrights, if any, to evaluations, reports, drawings,
specifications, project manuals, surveys, estimates, reviews, minutes, all "architectural work"
as defined in the United States Copyright Act, 17 U.S.C § 101, ef seg., and other intellectual
work product as may be applicable ("Work Product").

(1) This grant is effective whether the Work Product is on paper (e.g., a "hard copy"),
in electronic format, or in some other form.

(2) Consultant warrants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third-party
proprietary interests.

b. Delivery. Consultant will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.

c. City Use.
(1) City may reuse the Work Product at its sole discretion.

(2) In the event the Work Product is used for another project without further
consultations with Consultant, the City agrees to indemnify and hold Consultant
harmless from any claim arising out of the Work Product.

@) In such case, City will also remove any seal and title block from the Work Product.

Compensation for the Project.

41

4.2

4.3

Compensation. Consultant's compensation for the Project, including those furnished by its
Subconsultants or Subcontractors will not exceed $96,900 as specifically detailed in Exhibit D
("Compensation").

Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.

a Adjustments to Compensation require a written amendment to this Agreement and may
require City Council approval.

b. Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by the Consultant without prior written authorization from the City.

c Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in the
Exhibits and accompanying attachments, the provisions of this Agreement shall take priority
and govern the conduct of the parties.

Expenses. City will reimburse Consultant for certain out-of-pocket expenses necessarily incurred by
Consultant in connection with this Agreement, without mark-up (the “Reimbursable Expenses”),
including, but not limited to, document reproduction, materials for book preparation, postage,
courier and overnight delivery costs incurred with Federal Express or similar cattiers, travel and cat
mileage, subject to the following:

a. Mileage, airfare, lodging and other travel expenses will be reimbursable only to the extent
these would, if incurred, be reimbursed to City of Glendale personnel under its policies and
procedures for business travel expense reimbursement made available to Consultant for
review prior to the Agreement’s execution, and which policies and procedures will be
furnished to Consultant;

b. The Reimbursable Expenses in this section are approved in advance by City in writing; and

10/05/2023

c The total of all Reimbursable Expenses paid to Consultant in connection with this
Agreement will not exceed the “not to exceed” amount identified for Reimbursable Services
in the Compensation.

5. Billings and Payment.
5.1 Applications.
a. Consultant will submit monthly invoices (each, a "Payment Application") to City's Project
Manager and City will remit payments based upon the Payment Application as stated below.
b. The period covered by each Payment Application will be one calendar month ending on the
last day of the month.
5.2 Payment.
a. After a full and complete Payment Application is received, City will process and remit
payment within 30 days.
b. Payment may be subject to or conditioned upon City's receipt of:
(1) Completed work generated by Consultant and its Subconsultants; and
(2) Unconditional waivers and releases on final payment from all Subconsultants as City

may reasonably request to assure the Project will be free of claims arising from
required performances under this Agreement.

5.3 Review and Withholding. City's Project Manager will timely review and certify Payment Applications.

a. Tf the Payment Application is rejected, the Project Manager will issue a written listing of the
items not approved for payment.

b. City may withhold an amount sufficient to pay expenses that City reasonably expects to incur
in correcting the deficiency or deficiencies rejected for payment.

6. Termination.

6.1 Eor Convenience. City may terminate this Agreement for convenience, without cause, by delivering
a written termination notice stating the effective termination date, which may not be less than 15
days following the date of delivery.

a. Consultant will be equitably compensated for Services futnished prior to receipt of the
termination notice and for reasonable costs incurred.

b. Consultant will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of the
required items to the City.

6.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cute any breach of this
Agreement within seven days after receipt of written notice specifying the breach.

a. Consultant will not be entitled to further payment until after City has determined its damages.
If City's damages resulting from the breach, as determined by City, are less than the equitable
amount due but not paid Consultant for Services furnished, City will pay the amount due to
Consultant, less City's damages, in accordance with the provisions of Sec. 5.

b. If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay
the difference to City immediately upon demand; however, Consultant will not be subject to
consequential damages more than $1,000,000 or the amount of this Agreement, whichever
is greater.

7. Conflict. Consultant acknowledges this Agreement is subject to A-R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating, negotiating,

10/05/2023

sccuring, drafting, or creating the Agreement on City's behalf is also an employee, agent, or consultant of any
other patty to this Agreement.

8. Insurance. For the duration of the term of this Agreement, Consultant shall procure and maintain insurance
against claims for injuries to persons or damages to property which may arise from or in connection with the
performance of all tasks or work necessary to complete the Project as herein defined. Such insurance shall
cover Consultant, its agent(s), representative(s), employee(s) and any subcontractors.

8.1

8.2
|
|

8.3

Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:

a

Commercial General Liability (CGL): Insurance Services Office Form CG 00 01, including
products and completed operations, with limits of no less than $1,000,000 per occurrence
for bodily injury, personal injury, and property damage. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this project/location or the general
ageregate limit shall be twice the required occurrence limit.

Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1
(any auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.

Professional Liability. Consultant must maintain a Professional Liability insurance covering
errors and omissions arising out of the work or services performed by Consultant, or anyone
employed by Consultant, or anyone for whose acts, mistakes, errors and omissions
Consultant is legally liability, with a liability insurance limit of $1,000,000 for each claim and
a $1,000,000 annual aggregate limit.

Worker’s Compensation: Insurance as required by the State of Arizona, with Statutory
Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injury or disease.

Indemnification.

a.

To the fullest extent permitted by law, Consultant must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an "Indemnified
Party," collectively, the "Indemnified Parties") for, from, and against any and all claims,
demands, actions, damages, judgments, settlements, personal injury (including sickness,
disease, death, and bodily harm), property damage (including loss of use), infringement,
governmental action and all other losses and expenses, including attorneys’ fees and litigation
expenses (each, a "Demand or Expense” collectively "Demands or Expenses") asserted by a
third-party (i.e. a person or entity other than City or Consultant) and that arises out of or
results from the breach of this Agreement by the Consultant or the Consultant’s negligent
actions, ertors or omissions (including any Subconsultant or Subcontractor or othet person
or firm employed by Consultant), whether sustained before or after completion of the
Project.

This indemnity and hold harmless provision applies even if a Demand or Expense is in part
due to the Indemnified Party's negligence or breach of a tesponsibility under this Agreement,
but in that event, Consultant will be liable only to the extent the Demand or Expense results
from the negligence or breach of a responsibility of Consultant or of any person or entity
for whom Consultant is responsible.

Consultant is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.

Other Insurance Provisions. The insurance policies required by the Section above must contain, or

be endorsed to contain the following insurance provisions:

a.

The City, its officers, officials, employees and volunteers ate to be covered as
additional insureds of the CGL and automobile policies for any liability atising from or in

5
10/05/2023

8.4

8.6

8.7

8.8

connection with the performance of all tasks or work necessary to complete the Project as
herein defined. Such liability may arise, but is not limited to, liability for materials, parts or
equipment furnished in connection with any tasks, or work performed by Consultant or on
its behalf and for liability arising from automobiles owned, leased, hired or borrowed on
behalf of the Consultant. General liability coverage can be provided in the form of an
endorsement to the Consultant’s existing insurance policies, provided such endorsement is
at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37, if later

tevisions are used.

b. For any claims related to this Project, the Consultant’s insurance coverage shall be
ptimary insurance with respect to the City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by the City, its officers, officials, employees or
volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it.

c. Each insurance policy required by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.

Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of
no less than A: VII, unless the Consultant has obtained prior approval from the City stating that a
non-conforming insurer is acceptable to the City.

Waiver of Subrogation. Consultant hereby agrees to waive its rights of subrogation which any
insurer may acquire from Consultant by virtue of the payment of any loss. Consultant agrees to
obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’
Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City for all work
performed by the Consultant, its employees, agent(s) and subcontractor(s).

Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Consultant shall
furnish the City with original certificates and amendatory endorsements, or copies of any applicable
insurance language making the coverage required by this Agreement effective. All certificates and
endorsements must be received and approved by the City before work commences. Failure to obtain,
submit or secure the City’s approval of the required insurance policies, certificates or endotsements
ptior to the City’s agreement that work may commence shall not waive the Consultant’s obligations
to obtain and verify insurance coverage as otherwise provided in this Section. The City reserves the
right to require complete, certified copies of all required insurance policies, including any
endorsements or amendments, required by this Agreement at any time during the Term stated herein.

Consultant’s failure to obtain, submit or secure the City’s approval of the required insurance policies,
certificates or endorsements shall not be considered a Force Majeure or defense for any failure by
the Consultant to comply with the terms and conditions of the Agreement, including any schedule
for performance or completion of the Project.

Subcontractors. Consultant shall require and shall verify that all subcontractors maintain insurance
meeting all requirements of this Agreement.

Special Risk or Circumstatices. The City reserves the right to modify these insurance tequirements,
including any limits of coverage, based on the nature of the risk, prior experience, insurer, coverage
or other circumstances unique to the Consultant, the Project or the insurer.

E-verify, Records and Audits. To the extent applicable under A.R-S. § 41-4401, the Consultant warrants
their compliance and that of its subconsultants with all federal immigration laws and regulations that relate to
their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Consultant or
subconsultant’s breach of this warranty shall be deemed a material breach of the Agreement and may result
in the termination of the Agreement by the City under the terms of this Agreement. The City retains the legal
right to randomly inspect the papers and records of the other party to ensure that the other party is complying
with the above-mentioned warranty. The Consultant and subconsultant warrant to keep their respective
papers and records open for random inspection during normal business hours by the other party. The parties
shall cooperate with the City’s random inspections, including granting the inspecting party entry rights onto

10/05/2023

10.

11.

their respective properties to perform the random inspections and waiving their respective tights to keep such
papers and records confidential.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the patties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a
boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.

Uyghur Forced Labor Prevention Act (UFLPA). Consultant certifies that it does not currently, and during
the term of this Agreement, will not use:

a. the forced labor of ethnic Uyghurs in the People’s Republic of China;

b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and

c. any contractors, subcontractors or suppliers that use the forced labor or any goods or
services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.

Attestation of PCI Compliance. When applicable, the Consultant will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Consultant with oversight responsibility.

Notices.

13.1 A notice, request or other communication that is required or permitted under this Agreement (each
a "Notice") will be effective only if:

The Notice is in writing; and

b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).

c Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, if:

(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier

service; or
(2) As of the next business day after receipt, if received after 5:00 p.m.
d. The burden of proof of the place and time of delivery is upon the Party giving the Notice.
e. Digitalized signatures and copies of signatures will have the same effect as original signatures.
13.2 Representatives.

a. Consultant. Consultant's representative (the "Consultant's Representative") authorized to
act on Consultant's behalf with respect to the Project, and his or her address for Notice
delivery is:

Tierra Right of Way Services, LTD.

Attn: Leslie Findlay
11022 N. 28th Drive, Suite 155
Phoenix, Arizona 85029

10/05/2023

14.

City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:

City of Glendale

c/o Jayme Chapin, PE

City of Glendale

5850 West Glendale Ave, #315
Glendale, Arizona 85301

With required copy to:

City Managet City Attorney

City of Glendale City of Glendale

5850 West Glendale Avenue 5850 West Glendale Avenue

Glendale, Arizona 85301 Glendale, Arizona 85301

Concutrent Notices.

(1) All notices to City's representative must be given concurtently to City Manager and
City Attorney.

(2) A notice will not be deemed to have been received by City's representative until the

time that it has also been received by the City Manager and the City Attorney.

(3) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designee(s) and their
respective addresses for notices.

Changes. Consultant or City may change its representative or information on Notice, by
giving Notice of the change in accordance with this section at least ten days prior to the
change.

Financing Assignment. City may assign this Agreement to any City-affiliated entity, including a non-profit
corporation or other entity whose primary purpose is to own or manage the Project.

Entire Agreement; Survival; Counterparts; Signatures.

15.1

15.2

Integration. This Agreement contains, except as stated below, the entire agreement between City
and Consultant and supersedes all prior conversations and negotiations between the patties regarding
the Project or this Agreement.

a.

Neither Party has made any representations, wattanties or agreements as to any matters
concerning the Agreement's subject matter.

Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.

The solicitation, any addendums and the response submitted by the Contractor are
incorporated into this Agreement as.if attached hereto. Any Contractor response modifies
the original solicitation as stated. Inconsistencies between the solicitation, any addendums
and the response or any excerpts attached as Exhibit A and this Agreement will be resolved
by the terms and conditions stated in this Agreement.

Interpretation.

a.

The parties fairly negotiated the Agreement's provisions to the extent they believed necessary
and with the legal representation they deemed appropriate.

The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.

The Agreement will be interpreted in accordance with the laws of the State of Arizona.

8
10/05/2023

17.

18.

19,

15.3

15.4

15.5

15.6

15.7

Term.

16.1

16.2

Survival. Except as specifically provided otherwise in this Agreement, each watranty, representation,
indemnification and hold harmless provision, insurance requirement, and evety other right, remedy
and responsibility of a Party, will survive completion of the Project, or the earlier termination of this
Agreement.

Amendment. No amendment to this Agrecrnent will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.

Remedies. All rights and remedies provided in this Agreement are curnulative and the exercise of
any one or more tight or remedy will not affect any other rights or remedies under this Agreement
ot applicable law.

Severability. If any provision of this Agreement is voided or found unenforceable, that determination
will not affect the validity of the other provisions, and the voided or unenforceable provision will be
reformed to conform with applicable law.

Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.

Extensions. The term of this Agreement commences upon the effective date and continues for a
one year initial period. There are no automatic extensions or renewals of this Agreement.

Extension for Procurement Process. Upon the expiration of the Term of this Agreement, including
the initial term and any renewals, at the City’s sole discretion, this Agreement may be extended on a
month-to-month basis for a maximum of six (6) months to allow for the City to complete its
procurement process to select a vendor to provide the setvices/materials similar to those provided
under this Agreement. The City will notify the Contractor in writing of its intent to extend the
Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension
provided under this subsection will continue under the same terms and conditions as in effect
immediately prior to the expiration of the then-current term.

Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.

Cooperative Use of Contract. This agreement may be extended for use by other governmental agencies
and political subdivisions of the State. Any such usage by other entities must be in accord with the ordinances,
charter, rules and regulations of the respective entity and the approval of the Contractor and City. For a list

of SAVE members, click on the following link: hetp:/ (www.me

az.gov/ business /purchasing/save

Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.

Exhibit A Project

Exhibit B Scope of Work
Exhibit C Schedule
Exhibit D Compensation

(Signatures appear on the following page.)

10/05/2023

The parties enter into this Agreement effective as of the date shown above.

ATTEST:

Julie K. Bower (SEAL)
City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

10

City of Glendale,
an Arizona municipal corporation

By: Don Bessler
Its: Director

Tierra Right of Way Services, Ltd.,
an Arizona corporation

Leslie Findlay
Its: Authorized Representative

10/05/2023

EXHIBIT A
Professional Services Agreement

PROJECT

See attached.

EXHIBIT B
Professional Services Agreement

SCOPE OF WORK

See Attached.

EXHIBIT C
Professional Services Agreement

SCHEDULE

See Attached.

EXHIBIT D
Professional Services Agreement

COMPENSATION

METHOD AND AMOUNT OF COMPENSATION
Not to exceed $96,900.00.
NOT-TO-EXCEED AMOUNT

The total amount of compensation paid to Consultant for full completion of all work required by the Project during
the entire term of the Project must not exceed $96,900.00.

DETAILED PROJECT COMPENSATION

See Attachment.

Cost Proposal for: The City of Glendale
Project: 83 Avenue Reconstruction — Glendale Avenue to Northern Avenue
Date: Revised January 30, 2024

PROJECT UNDERSTANDING

Tierra understands that The City of Glendale (“Glendale”) is planning the 83" Avenue Reconstruction
Project between Glendale Avenue and Northern Avenue. To complete the project, Glendale needs to
acquire right of way from 13 private property owners. The right of way will consist of a partial fee
acquisition from each property owner. Title reports and appraisals have already been obtained; however,
they are approximately 1 year old. Glendale (“client”) has requested that Tierra provide a Scope of Work
(SOW) for acquisition activity on 12 private parcels. The private parcels are listed on the “Project Exhibit”
attached to this proposal. One of the property owners is Salt River Project and Tierra was advised Glendale
staff will work directly with Salt River Project to acquire the needed right of way. Client has identified that
no Federal Funds are being utilized on this project; however, Tierra makes it a common practice to follow
the Uniform Relocation and Real Property Acquisition Policies Act of 1970, as amended (the Uniform Act).
Unless otherwise directed by client, Tierra intends to follow the Federal regulations. We have provided
below, a “menu” of services that can be included or excluded depending on client and Project needs.
Within the scope of this proposal, Tierra has identified costs for the services to be provided by Tierra and
its subconsultants. Those services are as follows:

e = Title Report

e Appraisal

e Review Appraisal

e Acquisition Services—Tierra to perform these services.

SCOPE OF WORK

Task 1. Title Report

Client advised Tierra that Title Reports have been obtained for the project and reports are approximately
12 months old. Title reports are condition of title records and remain current until a condition of the
property changes. To confirm condition of title accuracy, title report updates should be requested. Some
title companies will update a 12 month old report at no fee, while others may charge a new report fee. As
a reference, Tierra typically uses Security Title, who charges $650 per title report.

Unless directed otherwise, Tierra will utilize title reports obtained from client for document preparation,
negotiation, escrow and recording services. Escrow and title insurance fees will vary based on the value
of the land to be acquired, but not on any damages opined by the Appraiser.

Activities Tierra will perform under this task include the following;

= Once the Scope of Work is approved and a Purchase Order has been signed, Tierra’s Agents will
perform an in-depth review of the title report and the Schedule B items to make sure there are
no pre-existing issues that would delay the client from successfully closing escrow or obtaining
the necessary rights on the properties. If issues are noted, Tierra will bring said issues to the
client’s attention immediately upon taking notice of the issue(s).

# 23PRO0-003.00

January 30, 2024

Task 1 Deliverables:
The following items are the deliverables for this task:

= N/A

Task 1 Assumptions:
Our SOW presumes that there will be no deviation from the following assumptions relating to this task:

"Title reports will be provided by Client and any fees associated with the reports will be incurred
by Client.

= Client may request, under separate estimate, additional in-depth research on issues (if identified);
costs are in addition to those noted herein.

= If parcel count increases and additional title commitments are needed, Tierra will be given the
opportunity to submit a revised scope of work to cover the cost of additional title commitments,
or client will pay for additional title commitments outside of this scope of work.

= Title reports are prepared by others. Any delay in commencement of project due to delay of these
items shall not be Tierra’s responsibility.

Task 2. Appraisals

Client has advised Tierra that appraisals have been obtained for the project and are approximately 12
months old. Appraisal reports reflect an opinion of value at the time the report is prepared. In locations
such as Glendale, market conditions can change rapidly, causing values to increase or decrease. Due to
the appraisals’ age, updated reports should be requested. Appraisers’ fees for updated appraisals vary
per appraisal and on market volatility.

Unless directed otherwise, Tierra will utilize appraisal reports obtained from client for document
preparation and negotiation.

Activities Tierra will perform under this task include the following:

= Once Tierra receives the Appraisal report, we will review it in detail to make sure it is complete
and accurate.

Task 2 Deliverables:
The following items are the deliverables for this task:

= N/A

Task 2 Assumptions:
Our SOW presumes that there will be no deviation from the following assumptions relating to this task:

= Appraisal reports and/or Appraisal updates will be provided by Client and any fees associated with
the reports will be incurred by Client.

= If parcel count increases and additional appraisal reports are needed, Tierra will be given the
opportunity to submit a revised scope of work to cover the cost of additional appraisal reports, or
client will pay for additional appraisal reports outside of this scope of work.

= If, during ordering of additional reports, it is discovered that there are common/contiguous
ownerships, the reports for those contiguous/common ownerships will be combined and will
result in a net reduction of the total number of appraisal reports to be ordered/completed.

= Appraisal reports are prepared by others. Any delay in commencement of project due to delay of
these items shall not be Tierra’s responsibility.

TRW # 23PRO0-003.00
January 30, 2024

Task 3. Review Appraisals
It is unknown if review appraisals will be needed for the project. At this point, Tierra will not include
Review Appraisals in the bid.

The purpose of a review appraisal is to provide an independent review that an appraisal report meets
USPAP, URA and state appraisal regulations.

Note: When a government agency acquires property rights from a private property using federal funds,
the agency is required by the Uniform Act (aka the “URA,” 49 CFR Part 24) to have the appraisal reviewed
by an independent appraiser qualified to perform such reviews. It is paramount to provide these services
if an agency will use its power of eminent domain to acquire any property that is not acquired through
negotiations. To follow the URA, Tierra recommends that the services of a review appraiser be utilized.
This will give the City of Glendale peace of mind and will protect future federal funding of anticipated
project. This task is a precursor to Task 4 below.

Activities Tierra will perform under this task include the following;
= N/A

Task 3 Deliverables:
The following items are the deliverables for this task:

= N/A

Task 3 Assumptions:
Our scope of work contemplates that there will be no deviation from following assumptions relating to
this task:

= If necessary, Review Appraisals and/or Review Appraisal updates will be provided by Client and
any fees associated with the reports will be incurred by Client.

= If parcel count increases and additional appraisal reports are needed, Tierra will be given the
opportunity to submit a revised scope of work to cover the cost of additional Review Appraisals,
or client will pay for additional appraisal reports outside of this scope of work.

= If, during ordering of additional reports, it is discovered that there are common/contiguous
ownerships, the reports for those contiguous/common ownerships will be combined and will
result in a net reduction of the total number of appraisal reports to be ordered/completed.

= Review Appraisals are prepared by others. Any delay in commencement of project due to delay
of these items shall not be Tierra’s responsibility.

Task 4. Private Parcel Acquisition Services

Tierra will directly provide all acquisition services. Acquisition services include the
coordination/performance of the following items: preparation of all offer letters, purchase agreements,
and conveyance documents; review of any project plans; and negotiations with each property owner in
the project limits. At this time, the client has identified to Tierra that there are 12 private parcels. In
addition to the items listed above, Tierra’s services will include the maintenance of detailed contact notes
and the coordination of activities and services stated in Tasks 1-3 herein. Should negotiations stall or no
longer be viable, Tierra will discuss the issue with the client and make recommendations to client on how

TRW # 23PRO0-003,00
January 30, 2024

we feel it is best to proceed from that point. If terms cannot be reached with the private owner(s), Tierra
will close its file(s) and return them to the client for completion.

Activities Tierra will perform under this task include the following:

Tierra Agents will prepare the offer packages using the client’s forms and will submit the
completed packages to the client for review and approval prior to making the offer to the
property owner(s).

Tierra will present and negotiate the offers to the property owner(s).

Once an offer is accepted/signed, Tierra Agents will open escrow with the title company
and work with them to clear any pending issues so escrow can close successfully.

Tierra Agents will request the funds from the client necessary to close escrow.

Once the property has closed escrow and been recorded, Tierra Agents will begin the file
closeout process.

If negotiations are not successful, Tierra will make recommendations to the client on how
best to proceed. If terms cannot be agreed upon, Tierra will turn over the file and all
applicable data pertaining to the file, so that the client may complete the
acquisition(s)/application(s).

Task 4 Deliverables:
The following items are the deliverables for this task:

Private parcel acquisition file, in hardcopy and/or electronic format, whichever client
prefers, containing all relevant documents, communications, and plans relating to each
acquisition.

Task 4 Assumptions:
Our SOW presumes that there will be no deviation from the following assumptions relating to this task:

Tierra will make up to five attempts to negotiate in good faith with each property owner and
secure their approval/acceptance of the client’s offer. If an agreement can be
reached/negotiated, Tierra will make recommendations to the client on how best to move
forward. If the client and Tierra cannot agree on additional efforts and fees, Tierra will close its
file and deliver it to the client for completion.

The client will provide standard template forms to be used on the project. If the client does not
have template forms, Tierra can provide said forms, tailored to the client, at an additional cost.
If negotiations stall or are no longer viable, Tierra will make recommendations on how best to
move forward. If terms cannot be agreed upon, the client will not unreasonably delay Tierra from
closing and turning over the file for completion by the client.

Should Tierra’s assistance be required with a parcel after it has been turned over for completion
by the client, Tierra will bill the client at Tierra’s hourly rates (included herein) for the actual hours
worked. Said hours are not a part of this estimate.

Mileage has not been included in this contract. Mileage will be billed at the current Internal
Revenue Service (IRS) rate, as incurred.

TRW # 23PRO0-003.00
January 30,

PROJECT SCHEDULE

Table 1 indicates Tierra’s anticipated schedule to complete the SOW. This schedule anticipates receiving
Notice to Proceed no later than March 1, 2024.

Table 1. Schedule
Wdays | days | 120 days

150 days | 180 days | 210 days | 240 days | 270days | 300 days | 330 days | 360 days

390 days | 420 days

S0days

| |

COST ESTIMATE

Table 2 provides a summary of Tierra’s estimated costs to complete the SOW herein. The first column
identifies the task from the SOW, the second column identifies the billing type, and the third column
identifies the total cost to complete the task.

Table 2. Cost Summary

Task Number: Billing Type: Task Cost:

1—Title Reports Fixed Fee: N/A N/A

2—Appraisals Fixed Fee, N/A N/A

3—Review Appraisals Fixed Fee, N/A N/A

4 —Private Parcel Time and Materials

Acquisition Services (cost breakdown by type below) $96,900.00
Total Estimated Project Cost: $96,900.00

Tierra’s Hourly Rates
Division Director
Division Manager
Project Manager
Senior Agent

Admin

$175 per hour, billed in 1/10-hour increments.
$150 per hour, billed in 1/10-hour increments.
$130 per hour, billed in 1/10-hour increments.
$115 per hour, billed in 1/10-hour increments.

$70 per hour, billed in 1/10-hour increments.

Acquisition Services - Task 4, Cost by Type Breakdown

Task 4—Private Parcel Acquisitions

Cost is assumed per Acquisition. Currently, we anticipate there to be one acquisition.

Division Director $175/hour x .2/hour = $35.00
Division Manager $150/hour x 1/hour = $150.00
Project Manager $130/hour x 6/hours = $780.00
Senior Agent $115/hour x 60/hours = $6,900.00
Admin $70/hour x 3/hours = $210.00

Total—Private Parcel Acquisitions

$8,075.00/Parcel X 12 Parcels = $96,900.00

TRW # 23PRO0-003.00
January 30, 2024

Project and Cost Assumptions
Tierra’s proposed cost to provide the services contemplated in this proposal are based on the following
standard assumptions:

>

>

Vv

Vv

Properties are to be acquired in accordance with the Uniform Act, with the exception of review
appraisals.

lf the client has eminent domain rights, Tierra will suggest that the client exercise those rights as a
means to keep the project moving forward (in the event negotiations have stalled or are no longer
viable).

The client will not unreasonably delay Tierra from preparing its file for delivery to the client for
initiation of eminent domain proceedings (if applicable).

All mileage expenses will be invoiced to the client at the IRS established rate on the day the expense
was incurred. Mileage will be billed on the monthly invoice to the client. Other expenses relating to
travel will be invoiced to the client at the rates established in the current General Services
Administration (GSA) schedule for the time the expense was incurred.

Title reports, appraisal reports, review appraisals, and legal descriptions are being prepared by others.
Any delay in commencement of project due to delay of these items shall not be Tierra’s responsibility.
Any delay in project design or design changes will delay Tierra's project schedule.

Any review of materials required by the client and produced by Tierra for an acquisition will be done
in a timely manner and shall not exceed five business days. Relocations are not anticipated at this
time. However, should relocations come into play, Tierra reserves the right to amend this fee
accordingly to cover those services.

The safety of our employees is extremely important. The nature of the SOW to be performed can
produce highly emotional responses from the people we are tasked with acquiring property from or
relocating. Our cost provides for a single Agent to perform the work requested. Should highly volatile
or unsafe situations be encountered in our contemplated SOW, a secondary Agent may need to be
assigned to accompany the primary Agent and ensure the safety of our employees. Should this occur,
the client will be notified, and any additional costs associated with sending two Agents to perform the
SOW will be provided to the client before work continues.

If the client's lead Monitor/Manager changes, existing policy and procedure will not change.

Project plans are complete and available at the time the client provides Notice to Proceed to the
consultant for acquisition activities.

The owner of a mobile/manufactured home, recreational vehicle, or travel trailer to be acquired has
the title in his/her possession. If they do not have this in their possession, there may be additional
fees that Tierra will need to charge to the client.

The costs for survey and preparation of legal descriptions are not included within the consultant's
sOW.

The costs for escrow closing services are not included within the consultant's SOW.

Tierra's cost assumes no more than five attempts to successfully complete each acquisition. Should
additional attempts be required, a new cost estimate will be provided to the client, and work related
to that acquisition will cease.

Once a file has been transmitted to the client for condemnation, any further requests for information
from the client's attorney shall be invoiced at the current hourly billing rate for the Tierra employee
providing the information.

This estimate assumes that there are no more than two legal owners of a single property within the
project limits.

TRW # 23PRO0-003.00
January 30, 2024