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HomeMy WebLinkAboutItem 28 - On -Call Right -of -Way Specialty ServicesPublic Works Agency www.santa-ana.org/pw Item # 28 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 17, 2022 TOPIC: On -Call Right -of -Way Specialty Services AGENDA TITLE Approve Agreements with Desmond, Marcello & Amster, LLC, Donna Desmond Associates, Paragon Partners, Monument, and Hodges Lacey & Associates, LLC for Various On -Call Right -of -Way Specialty Services in an Amount Not to Exceed $148,000 for a Three -Year Term (Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute agreements with Desmond, Marcello & Amster, LLC, Donna Desmond Associates, Paragon Partners, Monument, and Hodges Lacey & Associates, LLC to provide right-of-way business goodwill appraisal services, property management, and furniture, fixtures, and equipment appraisal services in a shared aggregate amount not to exceed $148,000 for each specialty area, for a three-year term beginning May 17, 2022 and expiring May 16, 2025, with an option for two, one-year extensions, subject non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On November 4, 2021, the Public Works Agency released Request for Proposals (RFP) No. 21-131, by which it sought the services of qualified firms to provide right-of-way (ROW) specialty services including Business Goodwill Appraisal Services; Furniture, Fixtures, and Equipment Appraisal (FF&E); and Property Management on an as -needed or "on -call" basis for the Public Works Agency. The RFP was advertised on the City's online procurement management and publication system, with proposals due on November 30, 2021. Six proposals were received and evaluated by a selection committee. Based on criteria outlined in the RFP, the following summarizes the responding firms and their ranking: On -Call Right -of -Way Specialty Services May 17, 2022 Page 2 Firm City Specialty Areas Desmond, Marcello & Amster, LLC ElSegundo Business Goodwill Donna Desmond Associates Los Angeles Business Goodwill Paragon Partners Cypress Property Management Monument Irvine Property Management Desmond, Marcello & Amster, LLC ElSegundo FF&E Hodges Lacey & Associates, LLC Thousand Oaks FF&E Approval of the recommended action will authorize two not -to -exceed aggregate agreements for each ROW specialty areas: Desmond, Marcello & Amster, LLC and Donna Desmond Associates have been selected to provide business goodwill appraisal services; Paragon Partners and Monument will provide property management services; and lastly Desmond, Marcello & Amster and Hodges Lacey & Associates, LLC will provide FF&E Appraisal Services. Their proposals demonstrated the firms have the necessary capacity and expertise to complete the required services on an as -need basis. The firms' rates are reasonable and within industry standard, the teams' qualifications are appropriate, and the proposals were determined to provide the best value for the City. ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. FISCAL IMPACT The following table summarizes the projects with funds budgeted and available for expenditure on the right-of-way acquisition and relocation services to be provided by the agreements in Fiscal Year 2021-2022: Fiscal Accounting Unit - Fund Accounting Unit - Y Year Account No. Description Account No. Amount (Project No.) Description Measure M Measure M2 2021-22 03217663-66220 Street Competitive Street, $37,500 (18-6901) Construction Improvements Other Than Building Warner Ave -Tustin 2021-22 05917668-66220 Select Street Community Facilities $12,500 (18-6901) Construction District, Improvements Other Than Building New Transportation New Transportation 2021-22 03517660-66220 System System Improvement- $20,000 (17-6883) Improvement- Area F, Improvements Area F Other Than Building On -Call Right -of -Way Specialty Services May 17, 2022 Page 3 Fiscal Accounting Unit - Fund Accounting Unit - Y Year Account No. Description Account No. Amount (Project No.) Description Measure M Measure M2 2021-22 05917661-66220 Street Competitive Street, $60,000 (11-6741) Construction Improvements Other Than Building Total $130,000 Any unused agreement amounts may be utilized by projects not listed above by following the established on -call services process during FY 2021-22 and for the remaining agreement term. CIP Engineering may also utilize operating funds in the Contracts Services — Professional Accounting Unit (08617613-62300) under these agreement. Prior to utilizing the on -call services for any future task orders without accounts identified above, City staff must receive Finance and Management Services Agency approval of project activities to be used to ensure funds are available and under the shared $148,000 aggregate total for each contract. Upon successful completion of the fiscal review, a corresponding Notice to Proceed containing the specific scope and maximum expenditure for the task order will be issued. EXHIBIT(S) 1. Agreement with Desmond, Marcello & Amster, LLC for On -Call Right -of -Way Services —Business Goodwill Appraisal Services 2. Agreement with Donna Desmond Associates for On -Call Right -of -Way Services —Business Goodwill Appraisal Services 3. Agreement with Paragon Partners for On -Call Right -of -Way Services —Property Management 4. Agreement with Monument for On -Call Right -of -Way Services —Property Management 5. Agreement with Desmond, Marcello & Amster, LLC for On -Call Right -of -Way Services —Furniture, Fixtures, and Equipment Appraisal Services 6. Agreement with Hodges Lacey & Associates, LLC for On -Call Right -of -Way Services —Furniture, Fixtures, and Equipment Appraisal Services Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Approved By: Kristine Ridge, City Manager AGREEMENT TO PROVIDE ON -CALL RIGHT OF WAY SERVICES: BUSINESS GOODWILL APPRAISAL SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 17th day of May, 2022 by and between Desmond, Marcello, & Amster, LLC. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On December 6, 2021, the City issued Request for Proposal (RFP) No. 21-131, by which it sought a qualified consultant having special skill and knowledge in the field of business goodwill appraisal services on an as needed basis. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that Consultant is able and willing to provide the services described in the scope of work that was included in RFP 21-131. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 21-131, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of the highest ranking firms to provide business goodwill appraisal services on an on -call basis under RFP 21-131. The total compensation for these services provided by all such consultants selected under RFP 21-131 shall not exceed the shared aggregate amount of One Hundred Forty -Eight Thousand Dollars and Zero Cents ($148,000) during the term of the Agreement, including any extension periods. b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on May 16, 2025, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for up to two (2) one-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Minimum Scope and Limit of Insurance Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non - owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions): insurance appropriate to the Consultant's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. 5. Broader Coverage: if the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). 2. Primary Coverage: For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects 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 excess of the Consultant's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation that any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require theConsultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies (applicable only to professional liability): i. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. 8. Verification of Coverage: Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. 10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 To Consultant: Madeleina Mamaux, ASA, CFA Desmond, Marcello, & Amster, LLC 222 Pacific Coast Highway, 1 Oth floor El Segundo, CA 90245 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO Deputy City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager DESMOND, MARCELLO & AMSTER, LLC: Ke,� -- $ late, farAvg-l(_ EXHIBIT A Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL RIGHT-OF-WAY SERVICES: GOODWILL, FF&E, & PROPERTY MANAGEMENT RFP NO.21-131 INTRODUCTION/PROJECT BACKGROUND The City of Santa Ana is issuing this Request for Proposals (RFP) to seek qualified firms to provide On -Call Right -of -Way Services: Goodwill, FF&E, & Property Management on an as - needed or "on -call" basis. It is the City's goal to select one or more firms to enter into an agreement(s) with to provide as needed property management services for capital improvement projects (CIP). The capital improvement projects needing the right-of-way services include, but are not limited, to Warner Avenue, Bristol Street, Fairview Street, and Grand Avenue Street Improvements. The services being considered for contract are the following "Specialty Areas": Specialty Areas Maximum Contract Aggregate Amount I. Property Management Services $148,000 IL Business Goodwill Appraisal Services $148,000 III. Furniture, Fixtures and Equipment Appraisal $148,000 Services Consultants are encouraged to prepare proposals for the multiple specialty areas listed above, however; it is not required to propose on more than one Specialty Area. Each Specialty Area shall be submitted individually in response to the RFP. From the proposals received, it is the City's goal to select one to two firms for each of the specialty services (I, II, and III). The City will enter into separate agreements (the "Agreement") with each of these firms. Work will be assigned by Contract Task Orders. As tasks are identified, they will be distributed among these firms based upon their ability to perform the required work within the project schedule and budget constraints. A detailed scope of work and corresponding fee will be outlined when a specific task is assigned to a consultant. The City reserves the right to distribute the work in any manner which will best serve the City's interests. Interested firms who provide more than one right of way service are welcome to submit proposals for all Specialty Areas. However, the firm providing the Specialty Service for the selected parcels will not be selected for a different Specialty Service for the same parcels. City of Santa Ana RFP 21-131 Page Al-1 MINIMUM QUALIFICATIONS Consultants must demonstrate the minimum qualifications as established in the California Department of Transportation (Caltrans) Right of Way Manual, which can be accessed at: http://www.dot.ca. og v/hq/row/rowman/manual/index.htm. Consultants must demonstrate ability to have successfully negotiated and closed escrow on acquisition of parcels and minimized the eminent domain process on similar projects. DESCRIPTION OF WORK Consultants under contract with the City of Santa Ana will provide support to City of Santa Ana staff or their designee on an as -needed basis. The Consultants shall be thoroughly familiar with the Statement of Work prior to submitting a response to this Request for Proposal (RFP). • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience with State and federally funded projects. All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • Work may include, but is not be limited to, the following: 0 onsite review of the project area o review of existing records o conducting research and performing analysis o information gathering o negotiations o developing strategies o prepare memos and letters o attend community meetings as needed • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has total responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of the Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub -consultants. The Consultant shall review all work performed by its sub -consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. Sub -consultant markup is not allowed in this contract. • The Consultant shall have a Quality Control Plan in effect during the entire time work is being performed under the Agreement. The Quality Control Plan shall establish a process whereby work products are independently checked, corrected and back checked. All project related correspondences and documents shall be maintained and bound in City of Santa Ana RFP 21-131 Page Al-2 appropriate project files. Additionally, all electronic files shall conform to the City's file naming system. • The Consultant shall diligently work on each assignment and complete each task in accordance with the schedule and accommodate the City's needs. • The Consultant's work will be subject to inspection and audit by City, County, State and Federal representatives • Consultant's Project Manager and critical staff must attend the monthly meetings with City Staff and other consultants requested by the City to review project progress, the schedule and any critical issues/items and the follow up action items necessary. All status reports must be submitted ahead of the meetings. • Consultant must prepare a Weekly Status report and submit to the City. Format and specific items of each status report must be reviewed and approved by the City. • Consultant must maintain electronic files of all the project parcels and correspondence including all reports generated by other related consultants required to perform acquisition/relocation and property management services. • All electronic submittals of files must be through a shared folder. Consultant must upload and keep current the project parcel information and files in the shared folder established for the project. • Consultant must prepare electronic files of the parcels according to the Caltrans Review Process for right-of-way Certification. • Project files including copies of all correspondences, reports, documents, and electronic files shall be submitted to the City when requested and electronically updated as requested by the City. • All work, including reports, analysis, data, and intellectual properties developed during the life of the Agreement shall become the properties of the City. • The Consultant will receive written notification of the award of the contract. Upon such notification, the Consultant will proceed with the services required by the Agreement. City of Santa Ana RFP 21-131 Page Al-3 SPECIALITY AREA: I PROPERTY MANAGEMENT SERVICES Consultant will coordinate all of the property management tasks with City staff and the demolition contractor as deemed necessary. Consultant shall provide post acquisition property management services during the transition from occupancy to demolition. This includes the coordination of utility connections and disconnections, preparing and facilitating short-term rental agreements, rent collections, providing eviction services, property maintenance and security, preparing and issuing notices to vacate in accordance with state law, coordination of final asbestos and lead surveys, and monitoring the demolition of structures and removal of underground storage tanks or other environmental concerns. The property management consultant is required to inspect all City owned properties and to confirm tenancy of occupants. Property Management duties shall include but not limited to: • Review existing leases, licenses, franchises, easements, permits and other agreements for City properties. • Negotiate and draft new agreements or make revisions to existing agreements for approval by the City. • Collect rent and calculate tenant rental adjustments, increases and operating expenses for approval by City. Calculate the market rent for hold over tenants for owners that will not vacate the property within 3 days after closure of escrow and provide rental agreements to be executed for both parties and include in the escrow documents. • Coordinate with escrow companies for transfer of leases, security deposits and rents prior to close of escrow. • Schedule, coordinate, and perform property maintenance tasks with qualified vendors. • Perform periodic site inspection visits for subject properties as required by the City to ensure site security from vandalism. • Meet and inspect the City properties post -acquisition to ensure conformance with appropriate regulations. • Prepare and submit weekly status reports for all properties being managed. Report shall include at a minimum, property address, owner's name, tenant's name and contract rent amount, notices, vacancy date and demolition. • Maintain and update tenant databases. • Coordinate with City's acquisition/relocation consultant for post -acquisition Property Management of City properties. • Act as Property Management Liaison between the tenants and City. • Coordinate with all utility companies for transfer and disconnection including but not limited to City Water Department, SCE, Gas Company, Waste Management and cable and telephone utilities. • Coordinate the removal of meters with utility companies in a timely manner to ensure scheduled demolition of structures. • Provide security services as needed. Security service may be required to deter the City of Santa Ana RFP 21-131 Page Al-4 vandalism of vacant properties. Hours may vary depending on the need for day or night time security. • Provide comprehensive maintenance services including the yard and site maintenance. • Coordinate vacancy of the properties with acquisition/relocation consultant. • Coordinate fencing and boarding up of buildings after vacancy as necessary for security prior to demolition. • Arrange for board up if there was any break- in of the original board up. • Coordinate and provide access to properties, with demolition contractor. • Coordinate eviction of tenants if necessary with City staff. • Coordinate with escrow companies for transfer of tenant information upon closure of escrow. Trust Account Consultant shall establish a separate checking account in the name of City and Consultant with the City to be co-owner of the account and have full access at a bank approved by City and conform to the following policies: 1. At the creation of the account, Consultant shall document all tenancies that currently exist at City -owned properties and provide the following information for each: tenant name, monthly rent amount, security deposit amount, beginning date of tenancy, and ending date of tenancy. This report shall be updated monthly to reflect any new tenants. 2. Within three (3) days of receipt, Consultant shall deposit all proceeds received on behalf of City into account, including but not limited to rent, security deposits, and any amount that may become due by tenants. 3. Funds may only be withdrawn by Consultant to pay property management related expenditures, including without limitation repairs, utilities, and maintenance, in an amount up to $1,000. Expenditures in excess of $1,000 must be approved by City. 4. Non -emergency expenditures above $1,000 must be bid competitively to ensure property management funds are spent efficiently. The operating reserve amount in the account shall be $5,000 per parcel. Consultant is required to remit funds above the operating reserve amount after subtracting the projected expenses on a monthly basis. The funds shall be remitted by Consultant to City via ACH or wire within fifteen (15) days of the most recently completed month. On monthly basis, the Consultant should remit an itemized statement identifying revenues and expenditures collected and/or incurred during the period as noted in Section (7) below. 5. All expenditures, regardless of amount, must be supported by itemized invoice that tracks expenditures by tenant and corresponding City approval if applicable. 6. Changes to the rental information, such as addition of tenants, and/or rental termination, must be approved by the Public Works Agency. Within ten (10) days of such approval, Consultant shall confirm all changes in writing to City's Public Works and Finance and Management Agencies. 7. Consultant is required to maintain books and records in compliance with generally accepted accounting principles. On a monthly basis or upon City's request, Consultant City of Santa Ana RFP 21-131 Page Al-5 shall provide a listing of the following: a. Rental income by tenant (identify property address) b. Expenditures by category (e.g., utilities, maintenance, property management fees, etc.) 8. Consultant shall make available all books and records related to the services provided to City Finance staff or an independent Certified Public Accounting firm acting on behalf of City. 9. City maintains the right, either by itself or through a CPA firm acting on its behalf, to conduct an examination of Consultant's books and records related to above -referenced service. The examination may be conducted on annual basis or upon City's discretion on reasonable notice. Weekly Status Reports Consultant shall provide to the City weekly status reports relating to the management and operation of the premises for the preceding calendar week. These documents shall include the following, but are not limited to: • Proper records with respect to leasing, management, and operation of the premises (i.e. receipts, disbursements, etc.) • Contractor competitive bids • Tenant information, owner's information, beginning date of tenancy, ending tenancy and vacate date, rent amount, security deposit, past due rents, 90-day notice dates, fencing, board up, testing dates, utility shut offs and meter removal dates. • Status report must also include inspection dates and any action items needed during the inspection and follow up of the action items. City of Santa Ana RFP 21-131 Page Al-6 SPECIALITY AREA: II BUSINESS GOODWILL APPRAISAL SERVICES Consultant shall perform professional and technical Loss of Goodwill Appraisal services on an as -needed basis to prepare reports for use during ROW negotiations for the project and settlement during condemnation proceedings. The Loss of Goodwill reports are to be prepared in accordance with all applicable regulations as determined by the City. These may include, but are not limited to local, state and federal regulations, policies, procedures, manuals, and standards including. Consultant has total responsibility for the accuracy and completeness of the Loss of Goodwill Appraisal Reports and other work performed pursuant to this Agreement and prepared for this Project and shall check all such material accordingly. Reports will be reviewed by the City for conformity with General Goodwill Appraisal standards and coordination with State procedures. Consultant shall, throughout the life of the Agreement retain within Consultant's firm a staff of qualified personnel to perform each of the work listed below. Consultants shall be responsive and maintain excellent working relationships with property owners, tenants, and City staff. Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. Consultants shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. Consultant services shall include providing: • Budgetary Estimates of Goodwill Loss Budgetary estimates are used by public agencies in planning and preparing a project budget. Consultant's estimates of goodwill loss will be based upon a "drive by" site inspection of the subject businesses, limited market research, and any publicly available data. In addition, these estimates will take into consideration Consultant's experience in preparing goodwill loss appraisals of comparable businesses, as well as our knowledge of relevant statutes and case law, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a brief letter. • Goodwill Loss Acquisition Appraisals During the early stages of property acquisition, Consultant can provide preliminary estimates of goodwill loss. Acquisition appraisals are based upon data, which may be provided by the business' ownership at its discretion. Such information may include: leases; background on the business provided via owner/management interviews; historical and prospective financial data; and information about proposed relocation sites. In addition, Consultant shall perform basic transactional research in light of our understanding of the business' operations and financial condition. Consultant will also coordinate with real estate and fixtures and equipment appraisers to avoid duplication of compensation. Further, Consultant's analyses will be guided by relevant statutory and case law pertaining to compensation for loss of goodwill. City of Santa Ana RFP 21-131 Page Al-7 Consultant shall perform the following tasks: • Preparation of Preliminary Estimates • Preparation of Complete Loss of Goodwill Appraisals • Perform field work as necessary • Attend Pre -submission Review Conferences as required • Prepare Correspondence • Make presentations to city staff as needed • Perform special studies within the scope of Consultant's expertise. • Coordinate with other ROW consultants as necessary • Coordinate with City -hired Real Estate appraisers and FF&E appraisers as required. City of Santa Ana RFP 21-131 Page Al-8 SPECIALITY AREA: III FURNITURE, FIXTURES, MACHINARY AND EQUIPMENT (FFME) APPRAISAL SERVICES Consultant shall complete work under the direction of City staff. Consultant shall, throughout the life of the Agreement retain within Consultant's firm a staff of qualified personnel to perform each of the work listed below. Consultants shall be responsive and maintain excellent working relationships with property owners, tenants, and City staff. Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. Consultants shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. Consultant services will include providing: • Budgetary Estimates of Fixtures and Equipment Values Budgetary estimates are used by public agencies in planning and preparing a project budget. Consultant's estimates of fixtures and equipment values will be based upon a "drive by" site inspection of the subject businesses, limited market research, and any publicly available data. In addition, the estimates take into consideration Consultant's experience in preparing fixtures and equipment appraisals of comparable businesses, as well as knowledge of relevant statutes and case laws, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a spreadsheet of estimates and a summary report. • Fixtures and Equipment Appraisals Consultant will provide a fully contained appraisal report, in triplicate and a digital file, of the improvements pertaining to the realty and major movable equipment of each business appraised. The report will include an estimate of the fair market value in place and liquidation value of all appropriate items and will be prepared in conformance with Article 3 of the California Code of Civil Procedure, Sections 1263.205 and 1263.210. (Compensation for losses in connection with movable personal property is included in the California Code of Regulations, Title 25, Sections 6090 and 6092.) Appraisal procedures will be guided by the USPAP. The improvements pertaining to the realty and major movable equipment for businesses that occupy multiple properties shall be clearly delineated by property address. In preparing each comprehensive appraisal, Consultant will: inspect the business' facility; prepare an inventory of the improvements pertaining to the realty and major movable equipment; coordinate appraisal activities with the real estate appraiser to avoid duplication of compensation; interview the business' owner/manager regarding the business' history, operations and tangible assets owned; and utilize generally accepted valuation methodology to determine the fair market value in place and liquidation value of the appropriate items owned by the business. Furniture, Fixtures and Equipment Appraisals tasks may include: • Inspect the business facility and perform field work as necessary • Prepare separate inventories for the Fixture and Immovable Equipment and Movable City of Santa Ana RFP 21-131 Page Al-9 Personal Property. • Coordinate appraisal activities with the real estate appraiser and /or Goodwill appraiser to avoid duplication of compensation • Interview the business owner regarding the history, operation and tangible assets owned. • Prepare report utilizing accepted valuation methodology to estimate the replacement cost, fair market value in place and salvage value of the appropriate items owned by each business operation. Perform Special Studies as required by the City within the scope of Consultant's expertise. • Attend meetings and present the reports and findings if necessary. PAYMENT AND INVOICING: Selected Consultant shall invoice the City based on time and material according to the City's standard invoice template. Tasks and hours shall be clearly identified and all rates must match those included in the approved agreement. City shall retain ten percent (10%) of the invoice amount from each payment until the completed Project has been accepted by the City. Each invoice must include a Consultant Progress Report that contains tasks and activities completed and summary of work in the next month period. Certificate of insurance must be current in order for invoices to be processed. CITY RESPONSIBILITIES: The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. • Facilitate meeting spaces and coordination with City staff • Access to City facilities CONSULTANT RESPONSIBILITIES: • Provide all required insurance as outlined in Attachment 2 of this RFP. • Submit renewal of Certificate of Insurance 30 days before expiring. • Ensure Certificate of Insurance is current when submitting invoices. SPECIAL REQUIREMENTS (ATTACHMENT 4) This project may utilize California Department of Transportation (Caltrans) funds and shall therefore comply with all state and federal requirements. The below referenced forms included in Attachment 4 (Additional Provisions) of the Appendix must be completed in their entirety and submitted with your proposal: • LAPM Exhibit 10-H: Sample Cost Proposal • LAPM Exhibit 10-01: Consultant Proposal DBE Commitment • LAPM Exhibit 10-02: Consultant Contract DBE Commitment (include within Fee Proposal hard copy package) City of Santa Ana RFP 21-131 Page Al-10 • LAPM Exhibit 10-K: Consultant Certification of Contract Costs and Financial management System (include within Fee Proposal hard copy package) for Speciality Area A only. Please reference Caltrans Local Assistance Procedure Manual, Consultant Selection, Chapter 10, for further instructions and guidelines pertaining to the completion of these forms: https://dot.ca. gov/-/media/dot-media/programs/local-assistance/documents/Igpm/ch l O.pdf COMPLIANCE WITH REQUIREMENTS OF FUNDING AGENCY: This agreement may be funded with state and/or federal grant funds administered by Caltrans. Proposer shall comply with all requirements as they pertain to the use of these funds. Refer to Attachment 4 for Caltrans required forms, including Exhibit 10-H — Sample Cost Proposal (H2 for On -Call Contracts) in the Appendix of this RFP. DISADVANTAGED BUSINESS ENTERPRISES (DBE) GOAL: The Agency has established a DBE goal for this Contract. Proposers are encouraged to obtain DBE participation for this contract. Refer to Exhibit 10-I — Notice to Proposers DBE Information included in the Appendix of this RFP. Proposers must submit Exhibits 10-01 & 10-02 — Consultant Proposal & Contract DBE Commitment to demonstrate compliance with Agency's DBE goal. CONSULTANT AUDIT AND REVIEW PROCESS: (Speciality Area A - Acquisition/Relocation only) Prior to contract award and dependent on contract award amount, the selected Consultant(s) shall be subject to an audit or review by Caltrans' Audit and Investigations (A&I), other state audit organizations, or the federal government. The selected Consultant(s) shall complete Exhibit 10-K — Consultant Annual Certification of Indirect Costs and Financial Management System for all prime and sub -consultants in the Appendix of this RFP. To independently download any of the Caltrans Exhibits required per this RFP, visit: https:Hdot. ca. goy/pro grams/local-assistance/forms/local-assistance-procedures-manual-forms City of Santa Ana RFP 21-131 Page Al-11 EXHIBIT B (5 ��, � 6 f j f4 L November 29, 2021 Desmond, Marcello & Amster, LLC Valuation and Litigation Consultants 222 Pacific Coast Highway, 101" Fla El Segundo, CA 90245 44 Montgomery St., Ste 300 Sari Francisco, CA 94104 www.dmavalue.com City of Santa Ana Tel: (310) 216-1400 Attn: Kenny Nguyen Public Works Agency; M-36 20 Civic Center Plaza; Ross Annex Santa Ana, CA 92701 Re: ON -CALL RIGHT-OF-WAY SERVICES: GOODWILL, FF&E, & PROPERTY MANAGEMENT RFP NO: 21-131 Dear Mr. Nguyen: Desmond, Marcello & Amster, LLC (°DM&A") is responding to RFP No: 21-131 to provide the City of Santa Ana Public Works Agency with services in Specialty Area: II Business Goodwill Appraisal Services. Attached herein is DM&A's proposal and qualifications. I'm assured that you will find our firm is thoroughly qualified to meet the City of Santa Ana Public Works Agency's appraisal needs. Please contact me with any questions or additional requests. am DM&A's "Managing Partner" and am an authorized representative who can make legally binding commitments for DM&A. Respycifully submitted, . Ill Madeleine Mamaux, ASA, CFA Managing Partner Desmond, Marcello & Amster, LLC .tx . 1. STATEMENT OF QUALIFICATIONS a) Cover Letter: See previous page. b) Contract Agreement Statement: DM&A concurs with the provisions contained in the Agreement attached to RFP No: 21-131 as Attachment 2 in the Appendix. c) Firm and Team Experience: Since 1968, DM&A has provided clients in both the public and private sectors with expertise in the valuation of closely -held businesses, professional practices, and tangible and intangible assets, such as goodwill and furniture, fixtures, machinery and equipment (FFME). DM&A has completed thousands of goodwill loss appraisals under the Goodwill Loss Statute, §1263.510 of the California Eminent Domain Law, for both government agencies and private parties. The valuation analysts at DM&A work in conjunction with condemning agencies, business owners, attorneys, relocation agents, acquisition agents, developers, FFME appraisers, and real estate appraisers to provide defensible goodwill loss opinions. Since the enactment of the California Eminent Domain Law of 1976, DM&A has been a leader in providing litigation support for goodwill loss condemnation cases. DM&A has vast experience with the loss of goodwill, and FFME appraisal aspects of right-of-way issues for public works projects. FFME appraisal has been an integral part of DM&A's services for over 30 years. Our capability for valuation of assets under §1263.205 of the California Code of Civil Procedure reflects the depth of our experience with the statute and breadth of the industry knowledge. DM&A's Goodwill Valuation Department consists of six appraisers. The FFME Department consists of a dedicated project manager and two appraisers. This multi -disciplinary capability enables DM&A to address complex valuation issues involving both appraisal disciplines. The size of our professional staff also enables DM&A to accommodate large projects and tight deadlines. DM&A has the capability and flexibility to adjust to projects ranging from emergency turnaround status to extremely complex in nature. Our collaborative business approach allows DM&A to have a level of quality control and responsiveness that is unique in our market. DM&A can assist clients in various phases of a project, from early planning through final resolution in court proceedings. Major categories of services include budgetary estimates, comprehensive appraisals for eminent domain proceedings, review of reports, and litigation support, including expert testimony. DM&A's appraisers have testified at deposition and at trial on many occasions, with our experts having been involved in most of the published cases involving loss of business goodwill. DM&A's approach to the appraisal process is thorough, collaborative, and professional. Our appraisers recognize the importance of a detailed approach to any assignment, and are cognizant of our role as representing our clients. Our professionals have extensive experience in interviewing business owners, and make efforts to address their concerns and needs. DM&A has bilingual professionals to interface with business owners speaking Spanish. DM&A's qualifications are the result of experience gained in the preparation of thousands of appraisals of tangible and intangible assets in a wide range of industries and business types. In addition, DMM each staff member has extensive experience in the eminent domain and property acquisition process, and detailed understanding of relevant statutory and case law. DM&A's appraisal reports fully comply with the Uniform Standards of Professional Appraisal Practice (USPAP) and applicable regulatory and professional procedures. Our appraisers have completed coursework on USPAP and regularly attend seminarslwebinars to keep up to date on USPAP and industry issues. c) Firm and Team Experience: Proiect Manager/Principal Agent: RESUME OF MADELEINE MAMAUX, CFA, ASA MANAGING PARTNER GOODWILL APPRAISAL PROFESSIONAL BACKGROUND Ms. Mamaux began her business valuation career as a financial analyst at DM&A from 1989 to 1991. Having earned an MBA and gaining significant analytical experience in the investment industry, she rejoined DM&A in 1997 as a valuation manager. Ms. Mamaux became a principal at the firm in 2001 and has been a Partner since 2007. Ms. Mamaux's has completed business valuation assignments for purposes including goodwill loss in eminent domain matters, estate tax, partnership and corporate dissolution, shareholder buyouts, mergers and acquisitions, strategic planning, and financing. Businesses valued by Ms. Mamaux operate in diverse industries such as wholesaling, food processing, technology, media, manufacturing, transportation, waste management, retail, real estate, and agriculture. During her years away from DM&A, Ms. Mamaux analyzed investment opportunities in fixed - income securities for Teachers' Insurance and Annuity Association (TIAA), the nation's largest private pension fund. She also held an analytical position at Fitch Investors Service, an international bond -rating agency, where she was responsible for assigning credit ratings to large multinational companies. PROFESSIONAL AFFILIATIONS Ms. Mamaux is a Chartered Financial Analyst and is a member of the CFA Institute and the CFA Society Los Angeles. Additionally, Ms. Mamaux is a Senior Member of the American Society of Appraisers in the Business Valuation discipline and a member of the International Right of Way Association (iRWA). Ms. Mamaux regularly participates in seminars and panel presentations with a variety of organizations regarding business valuation and goodwill loss analysis and concepts. EDUCATION Mr. Pigrom graduated from Loyola Marymount University in June 2002 with a bachelor's degree in business administration with an emphasis in business law and a minor in history. Ms. Mamaux graduated magna cum laude with a bachelor's degree from Claremont McKenna College. She majored in economics and mathematics and was elected to Phi Beta Kappa. She holds a master's degree in business administration from The Wharton School of the University of Pennsylvania, graduating with distinction with a degree in finance. DIVIM DEPOSITION AND COURT TESTIMONY Ms. Mamaux has provided expert testimony at trial and arbitration in various California and Federal jurisdictions. She has also provided deposition testimony on numerous occasions pertaining to her opinions of business value, loss of goodwill, and economic damages. Details pertaining to her testimony experience are available upon request. RESUME OF KEVIN BLAIR, ASA PARTNER GOODWILL APPRAISAL PROFESSIONAL BACKGROUND Mr. Blair joined DM&A in 2006 and became a Partner in 2021. He has prepared hundreds of goodwill loss appraisals for a variety of clients throughout California including Caltrans, California High Speed Rail Authority, Los Angeles County Metropolitan Transportation Authority, Orange County Transportation Authority, San Gabriel Valley Council of Governments, Riverside County Transportation Commission, and San Bernardino County Transportation Authority, among others. The businesses appraised by Mr. Blair over the past 15 years span across the retail, commercial, agricultural, and industrial sectors, including the appraisal of the loss of goodwill of billboards, gas stations, liquor stores, restaurants, auto repair facilities, auto and truck dealerships, metal fabrication shops, rail and trucking services, bank branches, wholesale/distribution centers, waste collection, hotels/motels, and machining shops. Mr. Blair has been designated as an expert with regards to loss of goodwill in various eminent domain matters. Additionally, he has participated in mediations and provided litigation support services. At DM&A, Mr. Blair has managed projects encompassing fixtures and equipment and goodwill loss appraisals for numerous businesses within an acquisition area. He also spearheads the firm's responses to public agencies' requests for proposals/qualifications. Mr. Blair has given presentations to various IRWA chapters and attorney groups. The subject of the presentations have included Goodwill 101; Business Damages and Partial Acquisitions; Acquiring Commercial Property: When Appraisal and Relocation Issues Overlap; Expert Insights on Eminent Domain Trials; and Appraisal in the COVID Era. In additional to eminent domain related appraisal services, Mr. Blair has completed business valuation assignments for a variety of tax and litigation purposes, including, gift and estate tax, bankruptcy/receivership, partnersh1plcorporate dissolution, marital dissolution, economic damages, fraud, and breach of contract. He has been engaged on projects by financial institutions and intermediaries to advise on transactions and financing. EDUCATION Mr. Blair holds a Bachelor of Arts degree from Claremont McKenna College (2006). He majored in economics with a leadership sequence. PROFESSIONAL AFFILIATIONS Mr. Blair is a Senior Member of the American Society of Appraisers in the Business Valuation discipline. nnM Mr. Blair is a member, and past President, of Chapter 2 (San Francisco/Santa Rosa) and member of Chapter 1 (Los Angeles) of the International Right of Way Association (IRWA). He was recognized by his peers in IRWA as 2017 Young Professional of the Year — Western Region, 2018 Professional of the Year — Chapter 2, and 2019 Sophie Yore Award Recipient — Chapter 2. c) Firm and Team Experience: Organizational Chart and Assigned Team Goodwill Eric Lietzow, Patricia Francis CPA/ABV Controller Principal - Goodwill Ricardo Goni Silvia Tauber, Principal - CPA rnnr %AA1I Team: Madeleine Mamaux and Kevin Blair will serve as Project Managers. Ms. Mamaux can be contacted at mmamaux agdmavalue.com or (310) 490-6084 if necessary. Mr. Blair can be contacted at kblair(abdmavalue.com or (415) 926-6996 if necessary. Wesley Nutten, Ricardo Goni, Eric Lietzow, and Silvia Tauber will provide additional goodwill appraisal services for assignments under this project. Up to 50% of each team member's time can be devoted to the project. DM&A commits to dedicating all labor hours necessary to complete appraisal assignments for this project at the highest of quality in a timely and efficient manner. d) Understanding of Need: DM&A has worked with nearly every major California public agency in providing eminent domain and right of way specialty appraisal services. In performing business valuation/goodwill loss appraisal services to the City of Santa Ana Public Works Agency, DM&A will perform the necessary research, investigation, and analysis to provide written appraisal reports in compliance with the standards of the Uniform Standards of DMM Professional Appraisal Practice (USPAP) as it pertains to business valuations. DM&A takes the following steps in the goodwill valuation process: • Communicate with the City of Santa Ana Public Works Agency management and/or representatives to ascertain the scope of the assignment and provide responsive proposals for each task order; • Should the City request a budgetary estimate rather than an appraisal report, DM&A will perform virtual or drive -by site inspections, research the business, perform preliminary industry and market research, and provide a brief letter outlining its preliminary estimates regarding business goodwill; • Communicate with the subject business and/or representatives to commence the data gathering process', • Review and analyze the financial statements of the subject business, including internal income statements and balance sheets as well as tax returns; • Interview the owners and/or managers of the subject business and/or a review of deposition transcripts. Such interviews/depositions are intended to provide DM&A with a thorough understanding of the business' products, operations, management, employees, marketing, competition, and industry, as well as an understanding of recent financial trends and outlook; • Conduct site and area inspections of both the subject location and the business' relocation site, if applicable; • Review leases and other contracts pertinent to the business' operations; • Coordinate with other professionals, such as fixtures and equipment appraisers, real estate appraisers, and relocation consultants, to avoid duplication of compensation; • Research the business' industry, economic factors affecting the business, and the marketplace for sales of businesses similar to the subject; • Advise relocation consultant regarding the suitability of potential relocation sites and consult on which site(s) will result in the least goodwill loss; • Investigate the impacts of the taking and/or of relocation, if applicable, on the business' revenues and profits in the "after" condition taking into consideration potential betterment; • Implement valuation methods, such as the Income Approach (i.e., Discounted Cash Flow Method, Capitalization of Cash Flow Method) and Market Approach (i.e., Discretionary Cash Flow Multiplier Method, EBITDA Multiplier Method), to determine the value of the business' goodwill in both the before condition and in the after condition. The selection of the appropriate methods depends on the nature of the business and its marketplace in light of DM&A's market research; 0 Prepare of a valuation report in compliance with USPAP; Attend any required meetings or conferences with the client regarding appraisal questions, such as "Pre -submission Review Conferences and/or make presentations to City staff as needed. Additionally, DM&A can perform special studies within the scope of the firm's expertise if requested by the City; • Provide expert testimony and litigation support, as required; and • Maintain files in accordance with USPAP e) Relevant Project Experience: Project 1: Projects: Various projects, incl. LAX Automated People Mover, Gold Line Foothill Extension Phase 2B, East San Fernando Light Rail Transit, West Santa Ana Branch Transit Corridor, Crenshaw/LAX, Westside Subway, and Rosecrans/Marquardt Projects Timeframe. 2016-present Location: Los Angeles County, CA Client: Los Angeles County Metropolitan Transit Authority Client Contact: Craig Justesen, Director of Real Property Mgmt & Development — Real Estate, JustesenC@Metro.net, (213) 922-7051 Description: Prepared dozens of loss of goodwill and FFME appraisals in both the acquisition and litigation phase for partial and full acquisitions. Business types appraised spanned across retail, office, manufacturing, and distribution sectors. DM&A provided expert witness testimony and litigation support services on several matters. Project 2: Projects: Various projects, incl. Orangethorpe, Lakeview, and State College Grade Separation Projects Timeframe: 2011-2019 Location: Orange County, CA Client: Orange County Transportation Authority Client Contact: Gary Weisberg, Esq. (Outside Counsel), Woodruff, Spradlin & Smart, (714) 415-1065, gweisberg@wss-law.com Description: Prepared dozens of loss of goodwill and FFME appraisal in both the acquisition and litigation phase for partial and full acquisitions. Business types appraised spanned across retail, office, manufacturing, and distribution sectors. Project 3: Projects: SR-91 Widening Project Timeframe: 2011-2018 Location: Riverside County, CA Client: Riverside County Transportation Authority Client Contact: Gregory Snarr, Esq. (Outside Counsel), Best, Best & Krieger, (951) 826-8202, Gregory.snarr@bbklaw.com Description: Prepared approximately 12 loss of goodwill and 40 FFME appraisals in both the acquisition and litigation phase for partial and full acquisitions. Examples of business types appraised included self -storage, hotels, beverage distributor/warehouse, cabinetry store, mobile home park, sports bar, motorsports dealership, boat product store, property management company, and equipment rental store. Project 4: Projects: Various Grade Separation Projects Ti meframe: 2010-present Location: Los Angeles County, CA Client: San Gabriel Valley Counsel of Governments (formerly Alameda Corridor East) Client Contact: Alan Sozio, Esq., Burke Williams & Sorensen, LLP (Outside Counsel), (213) 236-2819, asozio@bwslaw.com Description: Valued the goodwill loss of approximately 20 businesses for partial and full acquisitions. Expert testimony and litigation support was provided on several. Business types included gas stations, car washes, fast food restaurants, pallet wholesaler, fuel wholesaler, and beverage distributor, among others. Project 5: Project: California High Speed Rail Project Timeframe: 2013-present Location: Fresno/Madera, CA Client: California High Speed Rail Authority/Caltrans Legal Client Contact: Meredith Denzler, Esq., California Dept of Transportation — Legal Division, (619) 688-2531, Mereditli.denzler@dot.ca.gov Description: Prepared dozens of loss of goodwill and FFME appraisal in both the acquisition and litigation phase for both partial and full acquisitions. Business types appraised spanned across retail, manufacturing, and agricultural sectors. f) References: Reference 1: Craig Justesen, Director of Real Property Mgmt & Development -- Real Estate, Los Angeles County Metropolitan Transit Authority, JustesenC@Metro.net, (213) 922-7051 Relevant Projects: See Above Reference 2- Meredith Denzler, Esq., California Dept of Transportation — Legal Division, (619) 688-2531, Meredith.denzler@dot.ca.gov Relevant Projects: See Above Reference 3: Gary Weisberg, Esq. (Outside Counsel), Woodruff, Spradlin & Smart, (714) 415-1065, .g_weisberggwss-4aw. corn Simin Yazdan, Sr. Real Property Agent, Orange County Transportation Authority, syazdan(gDocta.net Relevant Projects: See Above 11I 2) SCOPE OF SERVICES AND SCHEDULE As previously indicated, DM&A has been providing goodwill appraisal services for 45 years. The firm's goodwill department specializes in preparing goodwill appraisals for eminent domain/right of way matters on behalf of public agencies. DM&A is active in the International Right of Way Association and the American Society of Appraisers, and its staff members attend continuing education courses on both eminent domain and appraisal subject matters. As a result, DM&A and its staff is informed and up-to-date on happenings within California eminent domain and goodwill appraisal. Having six goodwill appraisers allows DM&A to tackle large projects for which many businesses need to be appraised and efficiently prepare all necessary appraisals in a cost-effective manner. The firm has experience appraising the goodwill of businesses across all industries and sectors, allowing it to meet any and all needs encountered by the City of Santa Ana Public Works Agency. Additionally, DM&A has performed preliminary budgetary estimates of goodwill loss on numerous occasions and can assist with this task should the City prefer this in lieu of or prior to a complete appraisal report. As such, DM&A is well -positioned to perform all appraisal assignments under the scope of work outlined in Attachment f of this RFP. 3) FEE PROPOSAL The fee proposal has been submitted separate and concurrent with this technical proposal. o DMM 4) CERTIFICATIONS The following forms are signed and included on the subsequent pages: Attachment 3-1: Non -Collusion Affidavit Attachment 3-2: Non -Lobbying Certification Attachment 3-3: Non -Discrimination Certification LAPM Exhibit 10-H: Sample Cost Proposal LAPM Exhibit 10-01: Consultant Proposal DBE Commitment LAPM Exhibit 10-02: Consultant Contract DBE Commitment (incl. in Fee Proposal) Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature pgrtion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are capion d thatAmaking a false certifi�on may subject the certifier to criminal prosecution. Signed State of California County of S w,� 0 V ' and worn t (or affirmed) before me on this -l+{hday of lY 201 b T$' y _ 4 n�, ,�(�.�Ci�proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Nota Public Signature KRYSTAL CUTLER Notary public - California QMy San Diego County DCommission # 2288981 Comm. Expires May 18, 2023 Notary Public Seal City of Santa Ana RFP 21-131 Page A3-1 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: I. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Desmond, Marcello & Amster, LLC Signed and Printed Name: Title Managing Partner Date 11 /29/2021 Madeleine Mamaux City of Santa Ana RFP 21-131 Page A3-2 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP 21-131 Page A3-3 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Managing Partner Firm: Desmond, Marcello & Amster, LLC Date: 11 /29/2021 City of Santa Ana RFP 21-131 Page A3-a Appendix ATTACHMENT 4 CALTRANS ATTACHMENTS Please see below. City of Santa Ana RFP 21-131 Page Aa-1 Local Assistance Procedures Manual EXHIBIT 10-112 Cost Proposal EXHIBIT 10-1-12 COST PROPOSAL Pagel of SPECIFIC RATE OF COMPENSATION (USE FOR ON -CALL OR AS -NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Note: Mark-ups are Not Allowed Consultant Desmond, Marcello & Amster, LLC Project No. RFP 21-131 Contract No. For Combined Rate For Home Office Rate For Field Office Rate 0 Prime Consultant ❑ Subconsultant Participation Amount $ NIA ❑ 211 Tier Subconsuitant Date 11129/2021 Fringe Benefit % + General &Administrative % = Combined ICR% OR Fringe Benefit %ti + General &Administrative % Fringe Benefit % + General &Administrative % BILLING INFORMATION — Home Office ICR% = Field Office ICR% Fee = % CALCULATION INFORMATION Name/Job Title/Classification' Hourly Billing Rates2 Effective Date of Hourly Rate Actual or Avg. % or $ Hourly Range - Straight3 0T(1.5x) OT(2x) From To Hourly Rate4 Increase for Classifications Only Kevin Blair/Partner/Goodwill 225 01/0112022 12131/2022 $225.00 Not Applicable 01/0112023 12/31/2023 $231.7 3.0% Appraisal pp 01 /01/2024 12/31/2024 $238.7 3.0% Madeleine Mamaux/Managing 01/01/2022 12/3112022 $325.0 Not Applicable Partner/Goodwill Appraisal 325 01101/2023 12/31/2023 $334.7 3.0% $344.7 3.0% Ricardo Goni/Principal/ 250 01/0112022 12/31/2022 $250.0 Not Applicable Goodwill Appraisal 01/01/2023 12131/2023 $257.5 3.0% 01/01/2024 12/31/2024 $262.2 3.0% Eric Lietzow/Principal/ 275 01/01/2022 12/31/2022 $275.0 Goodwill Appraisal 01/01/2023 12/31/2023 $283.2 3.0% 01/01/2024 12/31/2024 $291.7 3.0% Silvia Tauber/Sr. Analyst/ 01/01/2022 12/31/2022 $140.0 Goodwill Appraisal 140 01/01/2023 12/31/2023 $144.2 3.0% 01/01/2024 12/3112024 $148.5 3.0% (Add pages as necessary) Wesley Nutten/Partner/ 395 Goodwill Appraisal 01/01/2022 12131 /2022 01101 /2023 12/31/2023 01101 /2024 12/31/2024 $395.00 $406.85 3.0% $419.06 3.0% Page 4 of 9 January 2020 Local Assistance Procedures Manual EXHIBIT 14-H2 Cost Proposal NOTES: 1. Key personnel must be marked with an asterisk (") and employees that are subject to prevailing wage requirements must be marked with two asterisks ().AII costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. 3. Billing rate = actual hourly rate' (1 + ICR) - (1+ Fee). Indirect cost rates &hail be updated on an annual basis in accordance with the consultant's annual accounting period and established by a cognizant agency or accepted by Caltrans. All costs must comply with the Federal cost principles for reimbursement. 4. For named employees and key personnel enter the actual hourly rate. For classifications only, enter the Average Hourly Rate for that classification. EXHIBIT'10-H2 COST PROPOSAL Page2of3 SPECIFIC RATE OF COMPENSATION (USE FOR ON -CALL OR AS -NEEDED CONTRACTS) (CONSTRUCTION ENGINEERING AND INSPECTION CONTRACTS) Consultant Desmond, Marcello & Amster, LLC D Prime Consultant 0 Subconsultant Project No, REP 21-131 Contract No. Date 11/29/2021 SCHEDULE OF OTHER DIRECT COST ITEMS Add additional pages as necessary Description of Item Quantity Unit Unit Cost Total Mileage Costs $ 0.00 Equipment Rental and Supplies $ 0.00 Permit Fees $ 0.00 Plan Sheets $ 0.00 Test $ 0.00 Vehicle $ 0.00 Subconsultant 1: Subconsultant 2: Subconsultant 3: Subconsultant 4.- Subconsultant 5: Note: Add additional pages if necessary. NOTES: 1 , List other direct cost items with estimated costs. These costs should be competitive in their respective industries and supported with appropriate documentation. 2. Proposed ODC items should be consistently billed regardless of client and contract type. 3. Items when incurred for the same purpose, in like circumstance, should not be included in any indirect cost pool or in the overhead rate. 4. Items such as special tooling, will be reimbursed at actual cost with supporting documentation (invoice). 5. Items listed above that would be considered "tools of the trade" are not reimbursable as other direct cost. 6. Travel related costs should be pre -approved by the contracting agency and shall not exceed current State Department of Personnel Administration rules, Page 5 of 9 7V� Local Assistance Procedures Manual EXHIBIT 1M2 Cost Proposal 7 If mileage is claimed, the rate should be properly supported by the consultant's calculation of their actual costs for company vehicles. In addition, the miles claimed should be supported by mileage logs. 8. If a consultant proposes rental costs for a vehicle, the company must demonstrate that this is its standard procedure for all of their contracts and that they do not own any vehicles that could be used for the same purpose. 9. The cost proposal format shall not be amended. All costs must comply with the Federal cost principles. 10. Add additional pages if necessary. 11. Subconsultants must provide their own cost proposals. Page 6 of 9 January 2020 Local Assistance Procedures Manual EXHIBIT 10-H2 Cost Proposal EXHIBIT 10-1-12 COST PROPOSAL Page 3 of 3 Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 7, Generally Accepted Accounting Principles (GAAP) 8. Terms and conditions of the contract 9. Tide 23 United States Code Section 112 - Letting of Contracts 10. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 11. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Service 12. 48 Code of Federal Re ulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Prime Consultant or Subconsultant Certifying: Madeleine Name: Mamaux Signature Email: mmamaux(cD-dmavalue.com Title*: Managing Partner Date of Certification (mm/ddlyyyy). 11/29/2021 Phone Number: 310-216-1400 Address: 222 Pacific Coast Highway, 10th Floor, El Segundo, CA 90245 * An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has auth ority to represent the financial information utilized to establish the cost proposal for the contract. ust services the consultant Is Business Goodwill Appraisal Services under the oroaosed contract: Page 7of9 January 2020 Local Assistance Procedures Manual Exhibit 10-01 Consultant Proposal DBE Commitment EXHIBIT 10-01 CONSULTANT PROPOSAL DBE COMMITMENT I. Local Agency: City of Santa Ana Public Works Agency 2. Contract DBE Goal: 3. Project Description: 4. Project Location: 5. Consultant's Name: Desmond, Marcello & Amster, LLC 6. Prime Certified DBE: 11 7. Description of Work, Service, or Materials Supplied 8. DBE Certification Number 9. DBE Contact Information ° 10. DBE /° usiness Goodwill Appr iisal N/A NIA 0 Local Agency to Complete this Section 11. TOTAL CLAIMED DBE PARTICIPATION Q 17. Local Agency Contract Number: 18. Federal -Aid Project Number: 19. Proposed Contract Execution Date: 20. Consultant's Ranking after Evaluation: IMPORTANT: Identify all DBE firms being claimed for credit, Local Agency certifies that all DBE certifications are valid and information on this form is complete and accurate. regard ess of tier. Written confirmation f each listed DBE is qu11/29/2021 ;1,,rp, parer's Signatur 13. pate Madeleine Mamaux 310-216-1400 14. Preparer's Name 15. Phone Managing Partner 16. Preparees Title DISTRIBUTION: Original -- Included with consultant's proposal to local agency. ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654- 38B6 or write Records and Forms Management, 1120 N Street, MS-B9, Sacramento, CA 95814. LPP 18-01 Page 1 of 2 January 2019 Local Assistance Procedures Manual Exhibit 10-01 Consultant Proposal DBE Commitment INSTRUCTIONS — CONSULTANT PROPOSAL DBE COMMITMENT CONSULTANT SECTION 1. Local Agency - Enter the name of the local or regional agency that is funding the contract. 2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement. 3. Project Location - Enter the project location as it appears on the project advertisement. 4. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc.). 5. Consultant's Name - Enter the consultant's firm name. 6. Prime Certified DBE - Check box if prime contractor is a certified DBE. 7. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant's own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms. 8. DBE Certification Number - Enter the DBE's Certification Identification Number. All DBEs must be certified on the date bids are opened. 9. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also, enter the prime consultant's name and phone number, if the prime is a DBE. 10. DBE % - Percent participation of work to be performed or service provided by a DBE. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation. 11. Total Claimed DBE Participation % - Enter the total DBE participation claimed. If the total % claimed is less than item "Contract DBE Goal," an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM). 12. Preparer's Signature - The person completing the DBE commitment form on behalf of the consultant's firm must sign their name. 13. Date - Enter the date the DBE commitment form is signed by the consultant's preparer. 14. Preparer's Name - Enter the name of the person preparing and signing the consultant's DBE commitment form. 15. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 16. Preparer"s Title - Enter the position/title of the person signing the consultant's DBE commitment form. LOCAL AGENCY SECTION 17. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 18. Federal -Aid Project Number - Enter the Federal -Aid Project Number. 19. Proposed Contract Execution Date - Enter the proposed contract execution date. 20. Consultant's Ranking after Evaluation — Enter consultant's ranking after all submittals/consultants are evaluated. Use this as a quick comparison for evaluating most qualified consultant. 21. Local Agency Representative's Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate. 22. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative. 23. Local Agency Representative's Name - Enter the name of the Local Agency Representative certifying the consultant's DBE commitment form. 24. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 25. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the consultant's DBE commitment form. LPP 18-01 Page 2 of 2 January 2019 EXHIBIT C (9 Rj 6 ((\j 4 -C FEE PROPOSAL DESMOND, MARCELLO & AMSTER, LLC SPECIALTY AREA II BUSINESS GOODWILL APPRAISAL DM&A'S STANDARD HOURLY RATE SCHEDULE Title Staff Member Standard Rate BUSINESS GOODWILL APPRAISAL Managing Partner Madeleine Mamaux $325 Partner Wesley Nutten 395 Principal Ricardo GoN 250 Principal Eric Lietzow 275 Partner Kevin Blair 225 Analyst Silvia Tauber 140 FURNITURE, FIXTURES, MACHINERY & EQUIPMENT APPRAISAL Partner Marcus Pigrom 225 Appraiser Raul Bermudez 125 Appraiser Ryan Nutten 125 Examples of typical fee ranges by assignment type include: Non -Complex Moderately Complex Very Complex $5,000 to $8,000 $8,000 to $10,000 $10,000 to $15,000 The above fee ranges are for acquisition appraisals. They assume full cooperation of business owners, no material delays, and no litigation support. DM&A's business goodwill appraisals are very business specific with fees for appraisal services primarily impacted by business type and the complexity of the business' operations. DM1M Local Assistance Procedures Manual Exhibit 10-02 Consultant Contract DBE Commitment 1. Local Agency: - 3. Project Description: 4. Project Location: _ EXHIBIT 10-02 CONSULTANT CONTRACT DBE COMMITMENT City of Santa Ana Public Works Agency 2. Contract DBE Goal: On —Call 5. Consultant's Name: Desmond Marcella R Amster I I C 6. Prime Certified DBE: ❑ 7. Total Contract Award Amount: 8. Total Dollar Amount for ALL Subconsultants: 9. Total Number of ALL Subconsultants: 10. Description of Work, Service, or Materials Supplied 11. DBE Certification Number 12. DBE Contact Information 13. DBE Dollar Amount Business Goodwill Appraisal N/A N/A 0 Local Agency to Complete this Section $ 20. Local Agency Contract Nsimhor• 14. TOTAL CLAIMED DBE PARTICIPATION 21. Federal -Aid Project Number: 22. Contract Execution nata- Local Agency certifies that all DBE certifications are valid and information on IMPORTANT: Identify all DBE firms being claimed for credit, this form is complete and accurate. regardless of tier. Written confirmation of each listed DBE is requir �0__ 11 /29/2021 23. Local Agency Representative's Signature 24. Date 15. Preparer's Signature 16. Date Madeleine Mamaux 310-216-1400 25. Local Agency Representative's Name 26. Phone 17. Preparer's Name 18. Phone Managing Partner 27. Local Agency Representative's Title 19. Preparer's Title DISTRIBUTION: 1. Original — Local Agency 2. Copy — Caltrans District Local Assistance Engineer (DLAE). Failure to submit to DLAE within 30 days of contract execution may result in de -obligation of federal funds on contract. ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654- 3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814. Page 1 of 2 July 23, 2015 Local Assistance Procedures Manual Exhibit 10-02 Consultant Contract DBE Commitment INSTRUCTIONS — CONSULTANT CONTRACT DBE COMMITMENT CONSULTANT SECTION 1. Local Agency - Enter the name of the local or regional agency that is funding the contract. 2. Contract DBE Goal - Enter the contract DBE goal percentage as it appears on the project advertisement. 3. Project Description - Enter the project description as it appears on the project advertisement (Bridge Rehab, Seismic Rehab, Overlay, Widening, etc). 4. Project Location - Enter the project location as it appears on the project advertisement. 5. Consultant's Name - Enter the consultant's firm name. 6. Prime Certified DBE - Check box if prime contractor is a certified DBE. 7. Total Contract Award Amount - Enter the total contract award dollar amount for the prime consultant. 8. Total Dollar Amount for ALL Subconsultants — Enter the total dollar amount for all subcontracted consultants. SUM = (DBEs + all Non -DBEs). Do not include the prime consultant information in this count. 9. Total number of ALL subconsultants — Enter the total number of all subcontracted consultants. SUM = (DBEs + all Non -DBEs). Do not include the prime consultant information in this count. 10. Description of Work, Services, or Materials Supplied - Enter description of work, services, or materials to be provided. Indicate all work to be performed by DBEs including work performed by the prime consultant's own forces, if the prime is a DBE. If 100% of the item is not to be performed or furnished by the DBE, describe the exact portion to be performed or furnished by the DBE. See LAPM Chapter 9 to determine how to count the participation of DBE firms. 11. DBE Certification Number - Enter the DBE's Certification Identification Number. All DBEs must be certified on the date bids are opened. 12. DBE Contact Information - Enter the name, address, and phone number of all DBE subcontracted consultants. Also, enter the prime consultant's name and phone number, if the prime is a DBE. 13. DBE Dollar Amount - Enter the subcontracted dollar amount of the work to be performed or service to be provided. Include the prime consultant if the prime is a DBE. See LAPM Chapter 9 for how to count full/partial participation. 14. Total Claimed DBE Participation - $: Enter the total dollar amounts entered in the "DBE Dollar Amount" column. %: Enter the total DBE participation claimed ("Total Participation Dollars Claimed" divided by item "Total Contract Award Amount"). If the total % claimed is less than item "Contract DBE Goal," an adequately documented Good Faith Effort (GFE) is required (see Exhibit 15-H DBE Information - Good Faith Efforts of the LAPM). 15. Preparer's Signature - The person completing the DBE commitment form on behalf of the consultant's firm must sign their name. 16. Date - Enter the date the DBE commitment form is signed by the consultant's preparer. 17. Preparer's Name - Enter the name of the person preparing and signing the consultant's DBE commitment form. 18. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 19. Preparer's Title - Enter the position/title of the person signing the consultant's DBE commitment form. LOCAL AGENCY SECTION 20. Local Agency Contract Number - Enter the Local Agency contract number or identifier. 21. Federal -Aid Project Number - Enter the Federal -Aid Project Number. 22. Contract Execution Date - Enter the date the contract was executed. 23. Local Agency Representative's Signature - The person completing this section of the form for the Local Agency must sign their name to certify that the information in this and the Consultant Section of this form is complete and accurate. 24. Date - Enter the date the DBE commitment form is signed by the Local Agency Representative. 25. Local Agency Representative's Name - Enter the name of the Local Agency Representative certifying the consultant's DBE commitment form. 26. Phone - Enter the area code and phone number of the person signing the consultant's DBE commitment form. 27. Local Agency Representative Title - Enter the position/title of the Local Agency Representative certifying the consultant's DBE commitment form. Page 2 of 2 July 23, 2015 AGREEMENT TO PROVIDE ON -CALL RIGHT OF WAY SERVICES: BUSINESS GOODWILL APPRAISAL SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 17th day of May, 2022 by and between Donna Desmond Associates ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On December 6, 2021, the City issued Request for Proposal (RFP) No. 21-131, by which it sought a qualified consultant having special skill and knowledge in the field of business goodwill appraisal services on an as needed basis. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that Consultant is able and willing to provide the services described in the scope of work that was included in RFP 21-131. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 21-131, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Consultant is one of the highest ranking firms to provide business goodwill appraisal services on an on -call basis under RFP 21-131. The total compensation for these services provided by all such consultants selected under RFP 21-131 shall not exceed the shared aggregate amount of One Hundred Forty -Eight Thousand Dollars and Zero Cents ($148,000) during the term of the Agreement, including any extension periods. b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on May 16, 2025, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for up to two (2) one-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Minimum Scope and Limit of Insurance Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non - owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if Consultantprovides written verification it has no employees). 4. Professional Liability (Errors and Omissions): insurance appropriate to the Consultant's profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. Broader Coverage: if the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). 2. Primary Coverage: For any claims related to this contract, the Consultant's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects 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 excess of the Consultant's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to subrogation that any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require theConsultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Claims Made Policies (applicable only to professional liability): i. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least one (1) year after completion of the contract of work. iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of one (1) year after completion of work. 8. Verification of Coverage: Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. 10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5635 To Consultant: Donna Desmond, President Donna Desmond Associates 265 S. Beverly Glen Boulevard Los Angeles, CA 90024 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney r By: Bran on Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager DONNA DESMOND ASSOCIATES: Donna Desmond President Digitally signed by Donna Desmond Date: 2022.05.03 18:47:44-07'00' EXHIBIT A Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL RIGHT-OF-WAY SERVICES: GOODWILL, FF&E, & PROPERTY MANAGEMENT RFP NO.21-131 INTRODUCTION/PROJECT BACKGROUND The City of Santa Ana is issuing this Request for Proposals (RFP) to seek qualified firms to provide On -Call Right -of -Way Services: Goodwill, FF&E, & Property Management on an as - needed or "on -call" basis. It is the City's goal to select one or more firms to enter into an agreement(s) with to provide as needed property management services for capital improvement projects (CIP). The capital improvement projects needing the right-of-way services include, but are not limited, to Warner Avenue, Bristol Street, Fairview Street, and Grand Avenue Street Improvements. The services being considered for contract are the following "Specialty Areas": Specialty Areas Maximum Contract Aggregate Amount I. Property Management Services $148,000 IL Business Goodwill Appraisal Services $148,000 III. Furniture, Fixtures and Equipment Appraisal $148,000 Services Consultants are encouraged to prepare proposals for the multiple specialty areas listed above, however; it is not required to propose on more than one Specialty Area. Each Specialty Area shall be submitted individually in response to the RFP. From the proposals received, it is the City's goal to select one to two firms for each of the specialty services (I, II, and III). The City will enter into separate agreements (the "Agreement") with each of these firms. Work will be assigned by Contract Task Orders. As tasks are identified, they will be distributed among these firms based upon their ability to perform the required work within the project schedule and budget constraints. A detailed scope of work and corresponding fee will be outlined when a specific task is assigned to a consultant. The City reserves the right to distribute the work in any manner which will best serve the City's interests. Interested firms who provide more than one right of way service are welcome to submit proposals for all Specialty Areas. However, the firm providing the Specialty Service for the selected parcels will not be selected for a different Specialty Service for the same parcels. City of Santa Ana RFP 21-131 Page Al-1 MINIMUM QUALIFICATIONS Consultants must demonstrate the minimum qualifications as established in the California Department of Transportation (Caltrans) Right of Way Manual, which can be accessed at: http://www.dot.ca. og v/hq/row/rowman/manual/index.htm. Consultants must demonstrate ability to have successfully negotiated and closed escrow on acquisition of parcels and minimized the eminent domain process on similar projects. DESCRIPTION OF WORK Consultants under contract with the City of Santa Ana will provide support to City of Santa Ana staff or their designee on an as -needed basis. The Consultants shall be thoroughly familiar with the Statement of Work prior to submitting a response to this Request for Proposal (RFP). • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience with State and federally funded projects. All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • Work may include, but is not be limited to, the following: 0 onsite review of the project area o review of existing records o conducting research and performing analysis o information gathering o negotiations o developing strategies o prepare memos and letters o attend community meetings as needed • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has total responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of the Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub -consultants. The Consultant shall review all work performed by its sub -consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. Sub -consultant markup is not allowed in this contract. • The Consultant shall have a Quality Control Plan in effect during the entire time work is being performed under the Agreement. The Quality Control Plan shall establish a process whereby work products are independently checked, corrected and back checked. All project related correspondences and documents shall be maintained and bound in City of Santa Ana RFP 21-131 Page Al-2 appropriate project files. Additionally, all electronic files shall conform to the City's file naming system. • The Consultant shall diligently work on each assignment and complete each task in accordance with the schedule and accommodate the City's needs. • The Consultant's work will be subject to inspection and audit by City, County, State and Federal representatives • Consultant's Project Manager and critical staff must attend the monthly meetings with City Staff and other consultants requested by the City to review project progress, the schedule and any critical issues/items and the follow up action items necessary. All status reports must be submitted ahead of the meetings. • Consultant must prepare a Weekly Status report and submit to the City. Format and specific items of each status report must be reviewed and approved by the City. • Consultant must maintain electronic files of all the project parcels and correspondence including all reports generated by other related consultants required to perform acquisition/relocation and property management services. • All electronic submittals of files must be through a shared folder. Consultant must upload and keep current the project parcel information and files in the shared folder established for the project. • Consultant must prepare electronic files of the parcels according to the Caltrans Review Process for right-of-way Certification. • Project files including copies of all correspondences, reports, documents, and electronic files shall be submitted to the City when requested and electronically updated as requested by the City. • All work, including reports, analysis, data, and intellectual properties developed during the life of the Agreement shall become the properties of the City. • The Consultant will receive written notification of the award of the contract. Upon such notification, the Consultant will proceed with the services required by the Agreement. City of Santa Ana RFP 21-131 Page Al-3 SPECIALITY AREA: I PROPERTY MANAGEMENT SERVICES Consultant will coordinate all of the property management tasks with City staff and the demolition contractor as deemed necessary. Consultant shall provide post acquisition property management services during the transition from occupancy to demolition. This includes the coordination of utility connections and disconnections, preparing and facilitating short-term rental agreements, rent collections, providing eviction services, property maintenance and security, preparing and issuing notices to vacate in accordance with state law, coordination of final asbestos and lead surveys, and monitoring the demolition of structures and removal of underground storage tanks or other environmental concerns. The property management consultant is required to inspect all City owned properties and to confirm tenancy of occupants. Property Management duties shall include but not limited to: • Review existing leases, licenses, franchises, easements, permits and other agreements for City properties. • Negotiate and draft new agreements or make revisions to existing agreements for approval by the City. • Collect rent and calculate tenant rental adjustments, increases and operating expenses for approval by City. Calculate the market rent for hold over tenants for owners that will not vacate the property within 3 days after closure of escrow and provide rental agreements to be executed for both parties and include in the escrow documents. • Coordinate with escrow companies for transfer of leases, security deposits and rents prior to close of escrow. • Schedule, coordinate, and perform property maintenance tasks with qualified vendors. • Perform periodic site inspection visits for subject properties as required by the City to ensure site security from vandalism. • Meet and inspect the City properties post -acquisition to ensure conformance with appropriate regulations. • Prepare and submit weekly status reports for all properties being managed. Report shall include at a minimum, property address, owner's name, tenant's name and contract rent amount, notices, vacancy date and demolition. • Maintain and update tenant databases. • Coordinate with City's acquisition/relocation consultant for post -acquisition Property Management of City properties. • Act as Property Management Liaison between the tenants and City. • Coordinate with all utility companies for transfer and disconnection including but not limited to City Water Department, SCE, Gas Company, Waste Management and cable and telephone utilities. • Coordinate the removal of meters with utility companies in a timely manner to ensure scheduled demolition of structures. • Provide security services as needed. Security service may be required to deter the City of Santa Ana RFP 21-131 Page Al-4 vandalism of vacant properties. Hours may vary depending on the need for day or night time security. • Provide comprehensive maintenance services including the yard and site maintenance. • Coordinate vacancy of the properties with acquisition/relocation consultant. • Coordinate fencing and boarding up of buildings after vacancy as necessary for security prior to demolition. • Arrange for board up if there was any break- in of the original board up. • Coordinate and provide access to properties, with demolition contractor. • Coordinate eviction of tenants if necessary with City staff. • Coordinate with escrow companies for transfer of tenant information upon closure of escrow. Trust Account Consultant shall establish a separate checking account in the name of City and Consultant with the City to be co-owner of the account and have full access at a bank approved by City and conform to the following policies: 1. At the creation of the account, Consultant shall document all tenancies that currently exist at City -owned properties and provide the following information for each: tenant name, monthly rent amount, security deposit amount, beginning date of tenancy, and ending date of tenancy. This report shall be updated monthly to reflect any new tenants. 2. Within three (3) days of receipt, Consultant shall deposit all proceeds received on behalf of City into account, including but not limited to rent, security deposits, and any amount that may become due by tenants. 3. Funds may only be withdrawn by Consultant to pay property management related expenditures, including without limitation repairs, utilities, and maintenance, in an amount up to $1,000. Expenditures in excess of $1,000 must be approved by City. 4. Non -emergency expenditures above $1,000 must be bid competitively to ensure property management funds are spent efficiently. The operating reserve amount in the account shall be $5,000 per parcel. Consultant is required to remit funds above the operating reserve amount after subtracting the projected expenses on a monthly basis. The funds shall be remitted by Consultant to City via ACH or wire within fifteen (15) days of the most recently completed month. On monthly basis, the Consultant should remit an itemized statement identifying revenues and expenditures collected and/or incurred during the period as noted in Section (7) below. 5. All expenditures, regardless of amount, must be supported by itemized invoice that tracks expenditures by tenant and corresponding City approval if applicable. 6. Changes to the rental information, such as addition of tenants, and/or rental termination, must be approved by the Public Works Agency. Within ten (10) days of such approval, Consultant shall confirm all changes in writing to City's Public Works and Finance and Management Agencies. 7. Consultant is required to maintain books and records in compliance with generally accepted accounting principles. On a monthly basis or upon City's request, Consultant City of Santa Ana RFP 21-131 Page Al-5 shall provide a listing of the following: a. Rental income by tenant (identify property address) b. Expenditures by category (e.g., utilities, maintenance, property management fees, etc.) 8. Consultant shall make available all books and records related to the services provided to City Finance staff or an independent Certified Public Accounting firm acting on behalf of City. 9. City maintains the right, either by itself or through a CPA firm acting on its behalf, to conduct an examination of Consultant's books and records related to above -referenced service. The examination may be conducted on annual basis or upon City's discretion on reasonable notice. Weekly Status Reports Consultant shall provide to the City weekly status reports relating to the management and operation of the premises for the preceding calendar week. These documents shall include the following, but are not limited to: • Proper records with respect to leasing, management, and operation of the premises (i.e. receipts, disbursements, etc.) • Contractor competitive bids • Tenant information, owner's information, beginning date of tenancy, ending tenancy and vacate date, rent amount, security deposit, past due rents, 90-day notice dates, fencing, board up, testing dates, utility shut offs and meter removal dates. • Status report must also include inspection dates and any action items needed during the inspection and follow up of the action items. City of Santa Ana RFP 21-131 Page Al-6 SPECIALITY AREA: II BUSINESS GOODWILL APPRAISAL SERVICES Consultant shall perform professional and technical Loss of Goodwill Appraisal services on an as -needed basis to prepare reports for use during ROW negotiations for the project and settlement during condemnation proceedings. The Loss of Goodwill reports are to be prepared in accordance with all applicable regulations as determined by the City. These may include, but are not limited to local, state and federal regulations, policies, procedures, manuals, and standards including. Consultant has total responsibility for the accuracy and completeness of the Loss of Goodwill Appraisal Reports and other work performed pursuant to this Agreement and prepared for this Project and shall check all such material accordingly. Reports will be reviewed by the City for conformity with General Goodwill Appraisal standards and coordination with State procedures. Consultant shall, throughout the life of the Agreement retain within Consultant's firm a staff of qualified personnel to perform each of the work listed below. Consultants shall be responsive and maintain excellent working relationships with property owners, tenants, and City staff. Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. Consultants shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. Consultant services shall include providing: • Budgetary Estimates of Goodwill Loss Budgetary estimates are used by public agencies in planning and preparing a project budget. Consultant's estimates of goodwill loss will be based upon a "drive by" site inspection of the subject businesses, limited market research, and any publicly available data. In addition, these estimates will take into consideration Consultant's experience in preparing goodwill loss appraisals of comparable businesses, as well as our knowledge of relevant statutes and case law, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a brief letter. • Goodwill Loss Acquisition Appraisals During the early stages of property acquisition, Consultant can provide preliminary estimates of goodwill loss. Acquisition appraisals are based upon data, which may be provided by the business' ownership at its discretion. Such information may include: leases; background on the business provided via owner/management interviews; historical and prospective financial data; and information about proposed relocation sites. In addition, Consultant shall perform basic transactional research in light of our understanding of the business' operations and financial condition. Consultant will also coordinate with real estate and fixtures and equipment appraisers to avoid duplication of compensation. Further, Consultant's analyses will be guided by relevant statutory and case law pertaining to compensation for loss of goodwill. City of Santa Ana RFP 21-131 Page Al-7 Consultant shall perform the following tasks: • Preparation of Preliminary Estimates • Preparation of Complete Loss of Goodwill Appraisals • Perform field work as necessary • Attend Pre -submission Review Conferences as required • Prepare Correspondence • Make presentations to city staff as needed • Perform special studies within the scope of Consultant's expertise. • Coordinate with other ROW consultants as necessary • Coordinate with City -hired Real Estate appraisers and FF&E appraisers as required. City of Santa Ana RFP 21-131 Page Al-8 SPECIALITY AREA: III FURNITURE, FIXTURES, MACHINARY AND EQUIPMENT (FFME) APPRAISAL SERVICES Consultant shall complete work under the direction of City staff. Consultant shall, throughout the life of the Agreement retain within Consultant's firm a staff of qualified personnel to perform each of the work listed below. Consultants shall be responsive and maintain excellent working relationships with property owners, tenants, and City staff. Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. Consultants shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. Consultant services will include providing: • Budgetary Estimates of Fixtures and Equipment Values Budgetary estimates are used by public agencies in planning and preparing a project budget. Consultant's estimates of fixtures and equipment values will be based upon a "drive by" site inspection of the subject businesses, limited market research, and any publicly available data. In addition, the estimates take into consideration Consultant's experience in preparing fixtures and equipment appraisals of comparable businesses, as well as knowledge of relevant statutes and case laws, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a spreadsheet of estimates and a summary report. • Fixtures and Equipment Appraisals Consultant will provide a fully contained appraisal report, in triplicate and a digital file, of the improvements pertaining to the realty and major movable equipment of each business appraised. The report will include an estimate of the fair market value in place and liquidation value of all appropriate items and will be prepared in conformance with Article 3 of the California Code of Civil Procedure, Sections 1263.205 and 1263.210. (Compensation for losses in connection with movable personal property is included in the California Code of Regulations, Title 25, Sections 6090 and 6092.) Appraisal procedures will be guided by the USPAP. The improvements pertaining to the realty and major movable equipment for businesses that occupy multiple properties shall be clearly delineated by property address. In preparing each comprehensive appraisal, Consultant will: inspect the business' facility; prepare an inventory of the improvements pertaining to the realty and major movable equipment; coordinate appraisal activities with the real estate appraiser to avoid duplication of compensation; interview the business' owner/manager regarding the business' history, operations and tangible assets owned; and utilize generally accepted valuation methodology to determine the fair market value in place and liquidation value of the appropriate items owned by the business. Furniture, Fixtures and Equipment Appraisals tasks may include: • Inspect the business facility and perform field work as necessary • Prepare separate inventories for the Fixture and Immovable Equipment and Movable City of Santa Ana RFP 21-131 Page Al-9 Personal Property. • Coordinate appraisal activities with the real estate appraiser and /or Goodwill appraiser to avoid duplication of compensation • Interview the business owner regarding the history, operation and tangible assets owned. • Prepare report utilizing accepted valuation methodology to estimate the replacement cost, fair market value in place and salvage value of the appropriate items owned by each business operation. Perform Special Studies as required by the City within the scope of Consultant's expertise. • Attend meetings and present the reports and findings if necessary. PAYMENT AND INVOICING: Selected Consultant shall invoice the City based on time and material according to the City's standard invoice template. Tasks and hours shall be clearly identified and all rates must match those included in the approved agreement. City shall retain ten percent (10%) of the invoice amount from each payment until the completed Project has been accepted by the City. Each invoice must include a Consultant Progress Report that contains tasks and activities completed and summary of work in the next month period. Certificate of insurance must be current in order for invoices to be processed. CITY RESPONSIBILITIES: The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. • Facilitate meeting spaces and coordination with City staff • Access to City facilities CONSULTANT RESPONSIBILITIES: • Provide all required insurance as outlined in Attachment 2 of this RFP. • Submit renewal of Certificate of Insurance 30 days before expiring. • Ensure Certificate of Insurance is current when submitting invoices. SPECIAL REQUIREMENTS (ATTACHMENT 4) This project may utilize California Department of Transportation (Caltrans) funds and shall therefore comply with all state and federal requirements. The below referenced forms included in Attachment 4 (Additional Provisions) of the Appendix must be completed in their entirety and submitted with your proposal: • LAPM Exhibit 10-H: Sample Cost Proposal • LAPM Exhibit 10-01: Consultant Proposal DBE Commitment • LAPM Exhibit 10-02: Consultant Contract DBE Commitment (include within Fee Proposal hard copy package) City of Santa Ana RFP 21-131 Page Al-10 • LAPM Exhibit 10-K: Consultant Certification of Contract Costs and Financial management System (include within Fee Proposal hard copy package) for Speciality Area A only. Please reference Caltrans Local Assistance Procedure Manual, Consultant Selection, Chapter 10, for further instructions and guidelines pertaining to the completion of these forms: https://dot.ca. gov/-/media/dot-media/programs/local-assistance/documents/Igpm/ch l O.pdf COMPLIANCE WITH REQUIREMENTS OF FUNDING AGENCY: This agreement may be funded with state and/or federal grant funds administered by Caltrans. Proposer shall comply with all requirements as they pertain to the use of these funds. Refer to Attachment 4 for Caltrans required forms, including Exhibit 10-H — Sample Cost Proposal (H2 for On -Call Contracts) in the Appendix of this RFP. DISADVANTAGED BUSINESS ENTERPRISES (DBE) GOAL: The Agency has established a DBE goal for this Contract. Proposers are encouraged to obtain DBE participation for this contract. Refer to Exhibit 10-I — Notice to Proposers DBE Information included in the Appendix of this RFP. Proposers must submit Exhibits 10-01 & 10-02 — Consultant Proposal & Contract DBE Commitment to demonstrate compliance with Agency's DBE goal. CONSULTANT AUDIT AND REVIEW PROCESS: (Speciality Area A - Acquisition/Relocation only) Prior to contract award and dependent on contract award amount, the selected Consultant(s) shall be subject to an audit or review by Caltrans' Audit and Investigations (A&I), other state audit organizations, or the federal government. The selected Consultant(s) shall complete Exhibit 10-K — Consultant Annual Certification of Indirect Costs and Financial Management System for all prime and sub -consultants in the Appendix of this RFP. To independently download any of the Caltrans Exhibits required per this RFP, visit: https:Hdot. ca. goy/pro grams/local-assistance/forms/local-assistance-procedures-manual-forms City of Santa Ana RFP 21-131 Page Al-11 EXHIBIT B ORIGINAL DONNA DESMOND ASSOCIATE'S RESPONSE TO THE CITY OF SANTA ANA PUBLIC WORKS AGENCY REQUEST FOR PROPOSALS No. 21-131 FOR ON -CALL RIGHT OF WAY SPECIALTY SERVICES: GOODWILL, FF&E & PROPERTY MANAGEMENT RESPONSE FOR: SPECIALTY AREA II — BUSINESS GOODWILL APPRAISAL SERVICES Date of Submittal: December 13, 2021 Donna Desmond A 5 5 0 C I A T L 5 U7� Donna Desmond A S S o C I A T E 5 265 S. Beverly Glen Blvd., Los Angeles, CA 90024 (310) 475-1114 • ddesmond@donnadesmond.com December 13, 2021 City of Santa Ana Attn. Mr. Kenny Nguyen Public Works Agency; M-36 20 Civic Center Plaza; Ross Annex Santa Ana, CA 92701 Re: Response to RFP No. 21-131 for On -Call Right of Way Specialty Services: Goodwill, FF&E & Property Management City of Santa Ana Public Works Agency To Whom It May Concern: Submitted herein is Donna Desmond Associates' ("DDA"), a California corporation, response to the City of Santa Ana's Request for Proposal No. 21-131 for On —Call Right of Way Specialty Services. DDA is responding specifically to provide Specialty Area II - Business Goodwill Appraisal Services. DDA is located at 265 S. Beverly Glen Boulevard, in Los Angeles. The contact person for this response is: Donna Desmond, ASA Donna Desmond Associates 265 S. Beverly Glen Boulevard Los Angeles, CA 90024 Tel. (310) 475-1114 ddesmond@donnadesmond.com The corporation's Federal Taxpayer ID Number is 95-4699391. Donna Desmond, ASA is the firm's President and Secretary. There are no other corporate officers. DDA is a business valuation appraisal firm that specializes in preparing goodwill loss studies for eminent domain purposes. The firm has been providing transportation agencies, cities and counties throughout the State of California with goodwill loss appraisal services since 1997. Thank you for the opportunity to submit this response to the Request for Proposal. It is our hope to provide business goodwill loss appraisal services to the City of Santa Ana in the future. 1 of 8 RESPONSE TO THE CITY OF SANTA ANA'S RFP FOR ON -CALL RIGHT OF WAY SPECIALTY SERVICES Mr. Kenny Nguyen December 13, 2021 Respectfully submitted, DONNA DESMOND ASSOCIATES 46 X�_ Donna Desmond, ASA Enclosures 2 of 8 RESPONSE TO THE CITY OF SANTA ANA'S RFP FOR ON -CALL RIGHT OF WAY SPECIALTY SERVICES nk 1 -STATEMENT OF QUALIFICATIONS B: CONTRACT AGREEMENT STATEMENT DDA has reviewed the sample agreement attached as Attachment 2 in the Appendix of the RFP. All terms of the agreement are acceptable with the exception of the following: Insurance Coverage Requirement for Errors & Omissions: I respectfully request a waiver of the $2,000,000 per claim with $2,000,000 aggregate coverage requirement. DDA has E&O insurance coverage of $1,000,000 per claim with $2,000,000 aggregate. It is difficult and expensive for a very small business to obtain the high level of coverage included within the sample agreement. DDA has had E&O coverage since 1997 and has never had a claim submitted. C; FIRM & TEAM EXPERIENCE Firm Description Donna Desmond Associates is a business valuation firm specializing in valuing goodwill loss in eminent domain proceedings pursuant to California Code of Civil Procedure section 1263.510. Donna Desmond has been providing condemning agencies and private parties throughout California with goodwill loss appraisal services since 1988. DDA was founded in 1997 and since that time has worked closely with condemning agencies and their consultants to provide comprehensive, well researched and defensible goodwill loss appraisals. The firm is organized as a California corporation and is a certified DBE. It has one office located at 265 S. Beverly Glen Boulevard in Los Angeles, California. Donna Desmond is the firm's sole employee and will be responsible for all services provided to the city. Goodwill loss appraisal services provided by Donna Desmond Associates include the following: o Preliminary Estimates for Budgetary Purposes o Goodwill Loss Appraisals o Litigation Support o Appraisal Review o Court Testimony Key Personnel - Donna Desmond, ASA Donna Desmond, President of Donna Desmond Associates, has specialized in business valuation since 1988. She has completed thousands of goodwill loss appraisal assignments for both public agencies and private parties throughout the State of California since 1988. Ms. Desmond has qualified as an expert in goodwill loss and business damages in the Superior Court of California in Los Angeles, Orange, Riverside, San Diego, San Bernardino, Kern, Santa Clara, Sonoma, San Mateo, San Francisco and Contra Costa counties and in the states of Nevada and Texas. Ms. Desmond has also testified in Federal District Court and has testified extensively in arbitration throughout California. Prior to founding DDA in 1997, she was a principal with Desmond, Marcello & Amster, responsible for appraisal management and testimony. 3 of 8 RESPONSE TO THE CITY OF SANTA ANA'S RFP FOR ON -CALL RIGHT OF WAY SPECIALTY SERVICES nk Ms. Desmond is a senior member of the American Society of Appraisers in the Business Valuation Discipline. This designation was attained in 1995. She is also a member of the International Right of Way Association. Ms. Desmond has written articles for International Right of Way Association newsletters and the California Redevelopment Journal. She is also a contributing author to the Handbook of Small Business Valuation Formulas, published in 1987 and revised in 1988. Ms. Desmond regularly gives seminars to public agencies, attorney groups, and right of way organizations relative to issues pertinent to goodwill loss in eminent domain actions and billboard appraisal. Ms. Desmond graduated with a bachelor's degree from the University of California, Los Angeles in 1986 and continues to attend professional education courses in appraisal, finance and accounting. Ms. Desmond will be directly responsible for all appraisal services provided to the City of Santa Ana. She is located out of an office in Los Angeles and will be available to commit 20 hours per week for appraisal preparation and litigation support for this project. Ms. Desmond will be available to provide goodwill loss appraisal services for the duration of the contract with the City of Santa Ana. No other person will replace Ms. Desmond. D. UNDERSTANDING OF NEED DDA is proposing to provide the City of Santa Ana with business goodwill loss appraisal services, including preparation of Budgetary Estimates and Acquisition Appraisals. DDA will also provide litigation support, as necessary. All appraisal services will be coordinated with City staff, relocation and acquisition consultants, real estate appraisers and fixture & equipment appraisers. All appraisal services will be performed in conformance with the Uniform Standards of Professional Appraisal Practice (USPAP) and will adhere to the California Code of Civil Procedure and all applicable current case law. E. RELEVANT PROJECT EXPERIENCE The following is a partial list of Donna Desmond Associates' public agency clients and assignments from the last five years: City of Santa Ana — 2007 — 2020, providing goodwill loss appraisal services and litigation support for businesses impacted by the Bristol Street Widening Project, as well as other projects throughout the City. Jason Gabriel (714) 647-5664 Orange County Transportation Commission (OCTA) — 2010 - ongoing, providing goodwill loss appraisals and litigation support for various projects including the 1-405 Widening Project, 1-5 Widening Project and the State Route 55 Improvement Project. Gary Weisberg (714) 415-1065 Los Angeles County Metropolitan Transportation Agency — 2005 — ongoing, providing goodwill loss appraisals and litigation support for the Purple Line, LAX/Crenshaw Line, Rosecrans/Marquardt Grade Separation Project and the Gold Line Construction Authority. Craig Justesen (213) 922-7051 4 of 8 RESPONSE TO THE CITY OF SANTA ANA'S RFP FOR ON -CALL RIGHT OF WAY SPECIALTY SERVICES nk Los Angeles World Airport (LAWA) — 2018 — ongoing, providing goodwill loss appraisals and litigation support for the Landside Access Modernization Program ("LAMP") including the Automated People Mover. David Graeler (310) 874-4802 Caltrans — 2010 - ongoing, providing goodwill loss appraisal services and litigation support for businesses impacted by the 1-5 Widening Project as well as other smaller projects throughout the State. Scott Friedel (619) 818-7381 County of Riverside — 2002 - ongoing, providing goodwill loss and billboard appraisal services in various project areas, including the Jurupa Road Grade Separation Project, Magnolia Avenue Grade Separation Project and the Temescal Canyon Road Improvement Project. Craig Olson (951) 955-4840 Riverside County Transportation Commission (RCTC) — 2001 - ongoing, providing goodwill loss appraisal services for various projects, including businesses impacted by the Highway 74 Realignment Project, the State Route 91 HOV Project and State Route 91 CIP. Mark Easter (951) 686-1450 San Bernardino County Transportation Authority (SBCTA) — 2010 — ongoing, providing goodwill loss appraisal services for numerous project areas including the Barton Road Interchange Project and the 1-10 Widening Project. Craig Farrington (714) 415-1065 San Diego Association of Governments (SANDAG) — 2000 — ongoing, providing goodwill loss appraisal services and litigation support for all line developments including preparing numerous preliminary goodwill loss estimates. Brad Kuhn (949) 833-7800 F. References DDA has been providing goodwill loss appraisal services to transportation agencies, cities and counties throughout California since 1997. Recent successfully completed similar projects include the following: CITY OF SANTA ANA Bristol Street Widening Project DDA has provided goodwill loss appraisal services for the Bristol Street Widening Project. DDA valued in excess of forty businesses and numerous billboards for this project. These appraisals were coordinated with the City Attorney's Office, outside condemnation counsel and staff. All appraisals were provided on time and within budget. Contact: Mr. John Funk Chief Assistant City Attorney City of Santa Ana City Attorney's Office 20 Civic Center Plaza Santa Ana, CA 92701 Telephone: (714) 430-4679 Email: ifunkasanta-ana.ora RIVERSIDE COUNTY TRANSPORTATION COMMISSION (RCTC) 5 of 8 RESPONSE TO THE CITY OF SANTA ANA'S RFP FOR ON -CALL RIGHT OF WAY SPECIALTY SERVICES nk State Route 91 Improvement Project DDA has provided RCTC and their legal counsel, Best, Best & Krieger LLP, with goodwill loss and billboard appraisal services and litigation support. Assignments have included appraisals of professional practices, restaurants, manufacturers, distributors, auto dealerships, billboards and retailers. DDA has both subcontracted to RCTC through its condemnation counsel and its right-of-way consulting firm. Contact. - Mr. Mark Easter Riverside Condemnation Counsel Best, Best & Krieger LLP 3750 University Avenue Box1028 Riverside, CA 92502 Telephone: (951) 686-1450 Fax: (951) 686-3083 Email: Mark. Easter(@bbklaw.com ORANGE COUNTY TRANSPORTATION AUTHORITY (OCTA) Various Transportation Projects During the past five years, DDA has provided OCTA with goodwill loss appraisal services for numerous active project areas, including the 1-405 Widening Project, 1-5 Widening Project and the State Route 55 Improvement Project. These projects have included valuing the loss of goodwill for over fifty businesses and providing litigation support and testimony. Services are provided to OCTA through its condemnation counsel, Woodruff, Spradlin & Smart. Contact. - Mr. Craig Farrington, Esq. Woodruff, Spradlin & Smart 555 Anton Boulevard, Suite 1200 Costa Mesa, CA 92626 Telephone: (714) 415-1016 email: cfarrington(cDwss-law.com 6 of 8 RESPONSE TO THE CITY OF SANTA ANA'S RFP FOR ON -CALL RIGHT OF WAY SPECIALTY SERVICES nk 2. SCOPE OF SERVICES & SCHEDULE In providing goodwill loss appraisal services, DDA proposes the following work process for each appraisal assignment: o Meet with project team to gain an understanding of the project and potential construction and acquisition impacts; o Provide preliminary estimates of goodwill for budgetary purposes; o Inspect each business facility; o Interview each business owner and management to determine history of operations and relocation needs; o Review each business' historical financial statements, tax returns and lease agreements; o Review all parcel appraisal reports and coordinate with real estate and fixtures and equipment appraisers to avoid duplication of compensation; o Coordinate with agency staff and legal counsel to discuss strategy and approach; o Coordinate with relocation agents to determine relocation options, feasibility of relocation, mitigation issues and to avoid duplication of compensation; o Perform market research to determine each business' marketability and external influences; o Implement valuation methodology, including market based and income based approaches, to determine business' goodwill value in the before condition; o Inspect potential or actual relocation site(s); o Review all relevant and available documentation from relocation sites, including leases, financial statements and unreimbursed capital expenditures; o Implement valuation methodology to determine the loss of goodwill suffered by each business, including giving consideration to betterment, if any; o Attend pre -submittal conferences with city staff, as requested; o Make presentations to city staff, as needed; o Prepare narrative appraisal reports for settlement negotiations or declaration of values for court submittal; and o Provide support in negotiations and litigation (as needed). 7 of 8 RESPONSE TO THE CITY OF SANTA ANA'S RFP FOR ON -CALL RIGHT OF WAY SPECIALTY SERVICES nk All of the above tasks would be completed by Donna Desmond. Budgetary estimates of goodwill loss can be completed within one to two weeks of request. Appraisal reports can be completed within four to six weeks of receiving all applicable documentation from the business owners. Goodwill loss appraisals are often delayed by business owners' reluctance to provide financial documents, including income tax returns. DDA works closely with project staff and the relocation consultants to ensure business owners understand the necessity of providing such documentation. Further, DDA continues to engage the business owners in order to provide a level of comfort with the process. 3. FEES Donna Desmond Associates' fees are highly competitive within the industry. Donna Desmond provides all appraisal services personally to her clients. Therefore, less experienced staff members are not performing appraisal tasks or billing hours for bringing the responsible appraiser up to speed. Ms. Desmond performs all site inspections, owner interviews and meetings with the client and their agents. Unnecessary additional staff members do not provide these services, avoiding duplicative billing. As a result, the appraisal process is streamlined, typically resulting in a more cost effective fee structure for appraisal services, quicker turnaround time and a high level of quality. Fees are included within the separate envelope labeled FEE PROPOSAL. 4. CERTIFICATIONS Attachment 3-1: Non -Collusion Affidavit Attachment 3-2: Non -Lobbying Certification Attachment 3-3: Non -Discrimination Certification Caltrans Exhibits 8 of 8 RESPONSE TO THE CITY OF SANTA ANA'S RFP FOR ON -CALL RIGHT OF WAY SPECIALTY SERVICES nk Appendix ATTACHMENT 3-1: NON -COLLUSION AFFIDAVIT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The a e Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signattirepgqliov thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cauti at makirWcertification may subject the certifier to criminal prosecution. Signed State of California County of I as 4nsz,._le-5 Subscribed and swom to (or affin-ned) before me on this _La day of 90 c 20?�. , by Oylyra LV"4 j2e5ol&a.31proved to me on the basis of satisfactory evidence to be the person(s) who appeared before m . SZOZ TZ 130 saltdq wura� AW uo ZOLUIZ r issl WIX _ AwnoD saiaBuV sal _ I eiuuople7 - xiq% Fjmw PJV16131YS OVONH3W Notary PLIWC Signature Notary Public Seal City of Santa Aria RFP 21-131 Page A3-1 Appendix ATTACHMENT 3-2: NON -LOBBYING CERTIFICATION CERTIFICATIONS The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the snaking of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Donna Desmond Assn Signed and Printed Name: Title President Date 12/8/2021 City of Santa Ana RFP 21-131 Page A3-2 Appendix ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION CERTIFICATIONS The undersigned consultant or corporate officer, during the perfonr►ance of this contract, certifies as follows: I. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP 21-131 Page AM