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HomeMy WebLinkAboutLIDGARD AND ASSOCIATES, INC. -2017INSIAANCE ON FILE WORK MAY PROCEED UNTIL INSURA CE EXPIRE$ A-2017.012 `'- ' A AGREEMENT TO PROVIDE REAL PROPERTY CLEEKOFCOUNUL APPRAISAL CONSULTANT SERVICES DATE; ') , V-1 r D'a ( i THIS AGREEMENT is made and entered into this 17th day of January, 2017 by and between Lidgard and Associates, Inc. ("Consultant"), and the City of Santa Ana, a charter city and fnunicipal corporation organizedand existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in, the field of real property appraisal services. B. Consultant represents that it is able and willing to provide such services to the City, as described in the scope of work attached herein as Exhibit A. C. In undertalcing 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 OR SERVICES Consultant shall provide real estate appraisal consulting services, including preparation of studies and technical reports and other necessary services, on an as -needed basis, at the written direction of the Executive Director of the Commanity Development Agency, or his/her designee, in compliance with the Scope of Work, attached herein as Exhibit A to this Agreement. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or rnaximm-n 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 B. The total sum to be expended udder this Agreement, including any extension period, shall not exceed $30,000. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City aecounti.ng procedures, Payment need not be made for work that 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 stated above and continue through January 16, 2020, unless terminated earlier in accordance with Section. 16, below. The term of this Agreement may be extended for a single (2) two-year period upon a writing executed by the City Manager and the City Attorney, 4. 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-ernplcyee 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 secLuity taxes, unemployment insurance and similar taxes rolating to employees and shall be responsible for all applicable withholding taxes. 5. 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 dootanents 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 ride, 6. 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. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers <Lnd representatives as additional insured(s) andshall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) awne the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. ,Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Workers' Compensation Insurance. In accordance with the California, Tabor Code, Consultant, if Consra.ltant has any employees, is required to be insured against liability for 2 workers' compensation or to -.urdertake self insurance, Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. if Consultant is or employs a licensed professional such as an architect or engineer.- Professional ngineer:Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in U1 force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City, (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (3 0) days prior written notice to the City, (iv) Consultant shall supply City with a fully executed additional insured endorsement. f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultaant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEIV[NIFICATION Consultant agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives fronn liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, wid claims for property damage, which may arise from the negligence or w:illfcrl misconduct of the Constiiltant or its, subcontractors, agents, employees, or other persons acting on their behalf which relates to the sentices described in section 1 of this Agn en ent; and (2) from any claiin that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising •Born 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 fronn this Agreement. The Consultant fumlher agrees to indemnify, hold harmless, and pay all costs for the defense of the City, iinclu.ding fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity ofthis 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 fronn this Agreement. City -nay make all reasonable decisions with respect to its representation in any legal proceeding. Coxnsultwit's indemnification obligations ill this section shall survive expiration of this Agreement. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indeninity shall be limited, to the extent required by Civil Code Section 2782,$, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willf-itl misconduct of the Consultant 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Consultant under this Agreement, 9. 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 firral payment to Consultant ander this Agreement. 10. 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 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, 11. 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 the perfornlarice of services specified ander this Agreement, 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly givers 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 4 iia 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: To Consultant: Executive Director Community Development Agency City of Santa Ana 20 Civic Cantor Plaza (M-25) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 71.4-647-6549 Lidgard and Associates, Inc. 2592 North Santiago Boulevard Orange, CA 928671862 A party may change its address by giving notice in writing to the other party. Thereaftez, 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 tree (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, an"d addressed as set forth above. If sent by fax, corru"nunication 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 pu iposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter therein, 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 attacliments 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 teen -is or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the tcn- s and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreerneat acknowledges that no representations, Induxcements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant nmy not assign, transfer, delegate, or subcontract any interest htrein 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. 15. WAIVER No waiver of a 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, 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 runless the writing so specifies, 16. TERMINATION This .Agreement may be terminated by the City upon thirty (3 0) days written notice of ten-nination. 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 tennination., subject to the follom4ng conditions: a. As a condition of such payment, City may require Consultant to deliver to the City all worl,, product 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 saoh. purposes as the City deems appropriate. b. Payment need not be made for worl( that fails to nicot the standard of performance specified in the Recitals of this Agreement. 17, NONDISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex., marital status, sexual orientation., age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment -related activities or in connection with any activities 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. 18. JURISDICTION- 1IENUE 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 hirther agree that Orange County, California, shall be the vetnic for any action or proceeding that rrray be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Consultantshall, 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 watt-itsthat its signature herein below has the power, authority and right to bind their respective parties to each of the torins of this Agreoment, and shall indemnity City fully, including reasonable costs and atton-iey's fees, for any injuries or damages to City in the event that sucks 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 frilly set forth in the body of this Agreement, IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and yew, first above written. ATTEST, Maria'.D. Huizar Clerk of the Council L, I W. c a M, #110 1: 1� FM I Via x WA a' SONIA R. CARVALHO City Attorney By. Sol 4Ktu�il Assistant City Attorney RECOMMENDED FOR APPROVAL: 11<7 Roberk,, Mkez'l Deputy City Maager City Jvfana�. tEr"-(9- ...... 7 CITY OF SANTA ANA Gerardo Mouet Acting City Manager CONSULTANT: Lid.gard aad Asses; lac. T Scott Lidgayd President EX IIBIT A SCOPE OF SERVICES • Review of requirements by appraiser, 6 Collection and verification of relevant market data by appraiser; Interviews with knowledgeable professionals such as brokers, developers, owners and operators, as well as local government personnel regarding zeal property values, real estate taxes, and zoning and building code issues in the arca; • Review of material subinitted by the, city to appraiser; • Clarification of any questions with the city; Physical inspection of subject property by appraiser; Inspection of comparable sales by appraiser; • Description of property and project by appraiser; • Determination of highest and best use by appraiser; • Develop approaches to value by appraiser; Reconciliation of approaches to value by appraiser; • Communicate findings to the city via; 9 Preparation of appraisal reports, which includes the most pertinent data and analyses used in estimating tb.e final value conchisions; and > Preparation of appraisal reports with a summary in a format acceptable to the city, prepared in accordance with the requirements as set forth in ,Section 7267,2 of the Government Code, the Uniform Standards of Professional Appraisal Practice, and any other applicable County, State, and/or Federal. regLilation.s, guidelines and/or any other applicable statues for appraisal reports. E. EXHIBIT B FggE!ROPOSeAL The following fee schedule includes all expenses incurred in connection with the real estate appraisal service and will remain firm for the three-year contract perlod, In the event Lidgard ar,d Associates, Jnc, is authorized to engage appraisal services for specialized equipment items or business valuations, it is ass�imed that the fees for said services will be reimbursed. The consultant's billable rates will not include mark-ups for overhead and profit. Prggerty Type _ Partlal Take AcquisiClons: Vacant land: Noncomplex residential takes Complex residentiai takes: Single Parcel Multiple Parcel ssI nments Assigrimants $3,000- $3,600 $2,200 - $2,700 $2,500 - $3,000 $2,200 - $2,700 $3,000 - $4,000 $2,500 - $3,500 Noncomplex cornmemial takes: $4,300 - $5,000 $3,300 - $4,000 Complex cammerolal takes; $5,000 - $6,000 $4,000 - $5,000 Noncomplex industrial takes: Complex Industrial takes: Full Take Acquisiflons: Vacant land: Single family residential: Multiple family residential; 2-10 dvweWng units: 11-20 dwelling units: 30+ dwelling units: Commercial properties: Singe tenant buildings: Multipfe tenant buildhgs; $4,300 - $5,000 $3,300 - $4,000 $5,000 - $6,000 $4,000 - $5,000 $2,300 - $3,400 $2,500 - $3,000 $2,750 - $3,100 $2,600 - $2,850 $2,650 - $3,500 $2,400 - $3,000 $3,500 -- $4,500 $3,000 - $4,000 $51000+ $5,500+ $3,500 - $4,500 $3,00C - $4,000 $4,000 - $5,000 $3,500 - $4,500 The schedule for professional acquisition appraisal services will be based on the fee structure set forth below. In general, the hourly rate of the principal appraiser is $335. MarRet research associates and office staff are milled at hour)y rates of $195 and $135, respectively. Said rates are fully burdened, i.e. inclusive of overhead costs, general, administrative, and profit. As stated, Lidgard and Associates, Inc. is a fully staffed appraisal firm, and does 70t engage in the subcontracting of outside appraisal companies. A" EXHIBIT B FEE P! (Continued) The foregoing summary represents a general illustration of typical appraisal fees based on the various categorics of properties and scope of services. The appraisal fee for a specific appraisal assignment will be negotiated prior to commencement thereof. Court appearance fees and/or deposition appearance fees will be based upon an additional $375 per hour with a $1,50C per half day rrminimum in the forenoon or afternoon, Pretrial and pre deposition conferences, if any, will be based upon an additional $375 per hour. The hourly rate will be applied for file review, travel time, and additional investigation deemed necessary by legal counsel as part of litigation. 10