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HomeMy WebLinkAbout00532C - DOZIER APPRAISAL COMPANY SUNRISE PARK AND VILLAGE GREEN APPRAISAL SERVICES Revised, 3/23/07 PROFESSIONAL SERVICES AGREEMENT Real Estate Appraisal Services for Two (2) City-Owned Properties in Palm Springs, California THIS PROFESSIONAL, SERVICES AGREEMENT (hereinafter "Agreement") is made and entered into, to be effective this Ist day of February, 2005, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY Of PALM SPRINGS, a public body, corporate and politic (hereinafter referred to as "Agency") and Dozier Appraisal Company, a Real Estate Appraisal and Consultation Company ("Consultant"). Agency and Consultant are sometimes hereinafter individually referred to as "Party" and are hereinafter collectively referred to as the"Parties." RECITALS A. Agency requires Real Estate Appraisal Services for two (2) City-Owned Properties in Palm Springs, CA ("Project"). B. Consultant has submitted to Agency a proposal to provide Real Estate Appraisal and Consulting services to Agency pursuant to the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified to provide the necessary services to Agency for the Project and desires to provide Such services. D. Agency desires to retain the services of Consultant for the Project. NOW, TLILRE0 ORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant agrees to perform the professional services set forth in the Scope of Services described in Exhibit "A," which is attached hereto and is incorporated herein by reference (hereinafter referred to as the "Services" or "Work")- As a material inducement to the Agency entering into this Agreement, Consultant represents and warrants that Consultant is a provider of first class work and professional services and that Consultant is experienced in performing the Work and Services contemplated herein and, in light of such status and experience, Consultant covenants that it shall follow the highest professional standards in performing the Work and Services required heremider. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized as high quality among well-qualified and experienced professionals performing similar work under similar circumstances. 52,1762.1 L u.Vtiv fy� x.;u. ��hEu J V Revised: 3/23107 1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) the Agency's Request for Proposals; and, (4) the Consultant's signed, original proposal submitted to the Agency ("Consultant's Proposal"), which shall all be referred to collectively hereinafter as the "Contract Documents." The Agency's Request for Proposals and the Consultant's Proposal, which are both attached hereto as Exhibits "B" and "C," respectively, are hereby incorporated by reference and are made a part of this Agreement. The Scope of Services shall include the Consultant's Proposal. All provisions of the Scope of Services, the Agency's Request for Proposals, and the Consultant's Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (I") the provisions of the Scope of Services (Exhibit "A")- (2"d) the provisions of the Agency's Request for Proposal (Exhibit `B"); (P) the terms of this Agreement; and, (0) the provisions of the Consultant's Proposal (Exhibit "C"). 1.3 Compliance with Law. Consultant warrants that all Services rendered hereunder shall be performed in accordance with all applicable federal, state, and local laws, statutes, and ordinances and all lawful orders, rules, and regulations promulgated thereunder. 1.4 Licenses, Permits, Fees and Assessments. Consultant represents and warrants to Agency that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services required by this Agreement. Consultant represents and warrants to Agency that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Consultant to perform the Work and Services under this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the Work and Services required by this Agreement, and shall indemnify, defend, and hold harmless Agency against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against Agency hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services hereunder. Should the Consultant discover any latent or unknown conditions that will materially affect the performance of the Services hereunder, Consultant shall immediately inform the Agency of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Agency. 1.6 Care of Work. Consultant shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components thereof to prevent losses or damages, and 524762.1 2 Revised: 3/23/07 shall be responsible for all such damages,to persons or property, until acceptance of the Work by the Agency, except such losses or damages as may be caused by Agency's own negligence. 1.7 Further Responsibilities_ of Parties. Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. 1.8 Additional Services. Agency shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from such Work. No such extra work may be undertaken unless a written order is first given by the Agency to the Consultant, incorporating therein any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii)the time to perform this Agreement, which adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to twenty- five percent (25%) of the Maximum Contract Amount or $25,000, whichever is less, or in the time to perform of up to thirty (30) days, may be approved by the Executive Director, or his designee, as may be needed to perform any extra work. Any greater increases, occurring either separately or cumulatively, must be approved by the Palm Springs City Council. It is expressly understood by Consultant that the provisions of this section shall not apply to the services specifically set forth in the Scope of Services or reasonably contemplated therein, regardless of whether the time or materials required to complete any work or service identified in the Scope of Services exceeds any time or material amounts or estimates provided therein. 2. COMPENSATION 2.1 Maximum Contract Amount. For the Services rendered pursuant to this Agreement, Consultant shall be compensated by Agency in accordance with the Schedule of Compensation, which is attached hereto as Exhibit "D" and is incorporated herein by reference, but not exceeding the maximum contract amount of Seventeen Thousand Three Hundred Dollars, ($17,300.00) (hereinafter referred to as the "Maximum Contract Amount"), except as may be provided pursuant to Section 1.8 above. The method of compensation shall be, as set forth in Exhibit"D." Compensation for necessary expenditures for reproduction costs, telephone expenses, and transportation expenses must be approved in advance by the Contract Officer designated pursuant to Section 42 and will only be approved if such expenses are also specified in the Schedule of Compensation. The Maximum Contract Amount shall include the attendance of Consultant at all Project meetings reasonably deemed necessary by the Agency. Consultant shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Consultant hereby acknowledges that it accepts the risk that the services identified in the Scope of Services may be more costly and/or time-consuming than Consultant anticipates, that Consultant shall not be entitled to additional compensation therefore, and that the provisions of Section 1.8 shall not be applicable to the services identified in the Scope of Services. The maximum amount of Agency's payment obligation under this section is the amount specified herein. If the Agency's maximum payment obligation is reached before the Consultant's Services under this Agreement are completed, consultant shall nevertheless complete the Work 5b{]fi2 1 3 Revised: 3/23/07 without liability on the Agency's part for further payment beyond the Maximum Contract Amount. 2.2. Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation (Exhibit "D"), in any month in which Consultant wishes to receive payment, no later than the tenth (10) working day of such month, Consultant shall submit to the Agency, in a form approved by the City's Finance Director, an invoice for services rendered prior to the date of the invoice. Such requests shall be based upon the amount and value of the services performed by Consultant and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the Agency, Agency shall use reasonable efforts to make payments to Consultant within forty-five (45) days after receipt of the invoice or a soon thereafter as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Changes in Scone. In the event any change or changes in the Scope of Services is requested by the Agency, the Parties shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional professional fees. An amendment may be entered into: (a) to provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; and/or (b) to provide for additional services not included in this Agrecment or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 2.4 Appropriations. This Agreement is subject to and contingent upon finds being appropriated therefore by the Palm Springs City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the Agency. 3. SCHEDULE OF PERFORMANCE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services to be performed by Consultant is all essential condition of this Agreement. Consultant shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon Schedule of Performance (Exhibit "E"). 3.2 Schedule of Performance. Consultant shall commence the Services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Schedule of performance, which is attached hereto as Exhibit "E" and is incorporated herein by reference. When requested by Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the Agency shall not be obligated to grant such an extension. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of 5247621 4 Revised 3/23/07 the Consultant (financial inability excepted), including, but not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the Agency, if Consultant, within ten (10) days of the commencement of such delay, notifies the Executive Director in writing of the causes of the delay. The Executive Director shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the Executive Director Such delay is justified. The Executive Director's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against the Agency for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agrcement pursuant to this section. 3.4 Term. Unless earlier terminated as provided elsewhere in this Agreement, this Agreement shall commence upon the effective date of this Agreement and continue in full force and effect until completion of the Services but not exceeding three (3) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "E") and pursuant to Section 3.2 above, unless extended by mutual written agreement of the Parties. 4. COORDINATION OF WORK 4.1 Representative of Consultant. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the Services to be performed under this Agreement and make all decisions in connection therewith: Raymond L. Dozier, MAI, President. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for Agency to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services performed hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the Executive Director of Agency, and is subject to change by the Executive Director. It shall be the Consultant's responsibility to ensure that the Contract Officer is kept fully informed of the progress of the performance of the Services, and the Consultant shall refer any decisions which must be made by Agency to the Contract Officer- Unless otherwise specified herein, any approval of Agency required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the Agency required hereunder to carry out the terns of this Agreement. 4.3 Prohibition Ar4ainst Subcontracting or Assilzriments. The experience, knowledge, capability, expertise, and reputation of Consultant, its principals and employees, were a substantial inducement for Agency to enter into this Agreement. Therefore, Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, voluntarily or by operation of law, without the prior written consent of Agency. Consultant shall not contract with any other entity to perform the Services required under this 5247G21 5 Revised. 3/23107 Agreement without the prior written consent of Agency. If Consultant is permitted to subcontract any part of this Agreement by Agency, Consultant shall be responsible to Agency for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and Agency. All persons engaged in the Work will be considered employees of Consultant. Agency will deal directly with and will make all payments to Consultant. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of Agency. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such Unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant from any liability hereunder without the express written consent of Agency. 4.4 independent Contractor. A. The legal relationship between the Parties is that of an independent contractor, and nothing herein shall be deemed to make Consultant an Agency employee. During the performance of this Agreement, Consultant and its officers, employees, and agents shall act in an independent capacity and shall not act as Agency officers or employees. The personnel performing the Services Under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither Agency nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of its officers, employees, or agents, except as set forth in this Agreement. Consultant, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at Agency's offices. Agency shall have no voice in the selection, discharge, supervision, or control of Consultant's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Consultant shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, Unemployment compensation, workers' compensation, and other similar matters. Agency shall not in any way or for any purpose be deemed to be a partner of Consultant in its business or otherwise a joint venturer or a member of any joint enterprise with Consultant. B. Consultant shall not incur or have the power to incur any debt, obligation, or liability against Agency, or bind Agency in any manner. C. No Agency benefits shall be available to Consultant, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Consultant as provided for in this Agreement, Agency shall not pay salaries, wages, or other compensation to Consultant for the performance of Services under this Agreement. Agency shall not be liable for compensation or indemnification to Consultant, its officers, employees, or agents, for injury or sickness arising out of performing Services hereunder. If for any reason any court or governmental agency determines that the Agency has 524767.1 6 Revised. 3/23/07 financial obligations, other than pursuant to Section 2 and Subsection 1.8 herein, of any nature relating to salary, taxes, or benefits of Consultant's officers, employees, servants, representatives, subcontractors, or agents, Consultant shall indemnify Agency for all such financial obligations. 5. INSURANCE 5.1 Types of Insurance. Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory io Agency, the insurance described herein for the duration of this Agreement, including any extension thereof, or as otherwise specified herein, against claims which may arise from or in connection with the performance of the Work hereunder by Consultant, its agents, representatives, or employees. In the event the Executive Director determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the Agency, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Executive Director or his designee. Consultant shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided pursuant to this Agreement shall be on an occurrence basis. The minimum amount of insurance required hereunder shall be as follows: A. Errors and Omissions Insurance. Consultant shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form professional liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-millions dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. (1) Consultant shall either: (a) certify in writing to the Agency that Consultant is unaware of any professional liability claims made against Consultant and is unaware of any facts which may lead to such a claim against Consultant; or (b) if Consultant does not provide the certification pursuant to (a), Consultant shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the rendition of services pursuant to this Agreement. (2) If the policy of insurance is written on a "claims made" basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Consultant shall obtain continuing insurance coverage for the prior acts or omissions of Consultant during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended "tail" coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the Executive Director. (3) In the event the policy of insurance is written on an "occurrence" 524762 1 7 Revised: 3l23107 basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers' Compensation insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Consultant agrees to waive and obtain endorsements froth its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the Agency and to require each of its subcontractors, if any, to do likewise colder their workers' compensation insurance policies. ]f Consultant has no employees, Consultant shall complete the Agency's Request for Waiver of Workers' Compensation Insurance Requirement form. C. Commercial General liability Insurance. Consultant shall obtain and maintain, in ful l force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damagc including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. D. Business Automobile Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars, L. Employer Liability Insurance. Consultant shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the Executive Director prior to commencing any work or services under this Agreement. Consultant guarantees payment of all deductibles and self-insured retentions. Agency reserves the right to reject deductibles or self-insured retentions in excess of$10,000, and the Executive Director may require evidence of pending claims and claims history as well as evidence of Consultant's ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of 510,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Consultant pursuant to this Agreement: 52d?52 1 O Revised. 3/23/07 5.3.1 For any claims related to this Agreement, Consultant's covcragc shall be primary insurance as respects Agency and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self insurance maintained by the Agency and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. 5.3.2 Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to Agency and its officers, council members, officials, employees, agents, and volunteers. 5.3.3 All insurance coverage and limits provided by Consultant and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the Cull extent of the policies. Nothing contained in this Agreement or any other agreement relating to the Agency or its operations shall limit the application of such insurance coverage. 5.3.4 None of the insurance coverages required herein will be in compliance with these requirements if they include any limiting endorsement which substantially impairs the coverages set forth herein (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the Executive Director and approved in writing. 5.3.5 Consultant agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay commencement of the Project. It is Consultant's obligation to ensure timely compliance with all insurance submittal requirements as provided herein. 5.3.6 Consultant agrees to ensure that subcontractors, and any other parties involved with the Project who are brought onto or involved in the Project by Consultant, provide the same minimum insurance coveragc required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the Agency for review. 5.3.7 Consultant acknowledges and agrees that any actual or alleged failure on the part of the Agency to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on the Agency nor does it waive any rights hereunder in this or any other regard. 52,17621 9 Revised: 3/23/07 5.3.8 Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expirations. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to Agency no later than ten (10) days prior to expiration of the lapsing coverage. 5.3.9 Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 5.3.10 The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this section. 5.3.11 Consultant agrees to provide immediate notice to Agency of any claim Or loss against Consultant arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. Agency assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Agency, or to reduce or dilute insurance available for payment of potential claims. 5.3.12 Consultant agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages resulting from the Consultant's activities or the activities of any person or person for which the Consultant is otherwise responsible. 5.4 Sufficiency of Insurers. Insurance required herein shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless such requirements are waived in writing by the Executive Director or his designee due to unique circumstances. 5.5 Verification of Coyera e. Consultant shall furnish Agency with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the Agency before work commences. Agency reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions 5247621 10 Revised. 3123/07 and Workers' Compensation politics. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the Community Redevelopment Agency of the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The Cotmmunity Redevelopment Agency of the City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City Of Palm Springs Community Redevelopment Agency Contract Na_," or 'for any and all irork performed with the Agency"may be included in this statement). 2. "This rnsttranee is primary and non-contrzbutoty over any insurance or self- insurance the Agency may have..." ("as respects City of Palm Springs Community Redevelopment Agency Contract Na._" or 'for any and all work performed with the Agency" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of Agency, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the Community Redevelopment Agency of the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the Agency before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them, C. INDEMNIFICATION To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless Agency and its officers, council members, officials, employees, agents and volunteers and all other public agencies whose approval of the Project is required, (individually "Indemnified Party'; collectively "Indemnified Parties") against any and all liabilities, claims,judgmcros, arbitration awards, settlements, costs, demands, orders, and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness, or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from 52A762 1 11 Revised 3/23/07 Consultant's negligent, reckless, or willful performance of or failure to perform any term, provision, covenant, or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness, or willful misconduct of the Agency, its officers, council members, officials, employees, or agents. Consultant shall reimburse the Indemnified Parties for any reasonable expenditures, including reasonable attorneys' fees, expert fees, litigation costs, and expenses that each Indemnified Party may incur by reason of Indemnified Claims. Upon request by an Indemnified Party, Consultant shall defend with legal counsel reasonably acceptable to the Indemnified Party all Claims against the Indemnified Party that may arise out of, pertain to, or relate to Indemnified Claims, whether or not Consultant is named as a party to the Claim proceeding. The determination whether a Claim "may arise out of, pertain to, or relate to Indemnified Claims" shall be based on the allegations made in the Claim and the facts known or subsequently discovered by the Parties. In the event a final judgment, arbitration award, order, settlement, or other final resolution expressly determines that Claims did not arise out of, pertain to, nor relate to the negligence, recklessness, or willful misconduct of Consultant to any extent, then Agency shall reimburse Consultant for the reasonable costs of defending the indemnified Parties against such Claims, except Agency shall not reimburse Consultant for attorneys' fees, expert fees, litigation costs, and expenses that were incurred dofcnding Consultant or any parties other than Indemnified Parties against such Claims. Consultant's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified hereunder are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7. REPORTS AND RECORDS 7.1 Accounting Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the Agency is greatly concerned about the cost of the Work and Services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Work or Services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of such fact, 52d762 1 12 Revised 3/23/07 circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Consultant, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of Agency and shall be promptly delivered to Agency upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by Agency of its full rights of ownership of the documents and materials hereunder. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Consultant will be at the Agency's sole risk and without liability to Consultant, and the Agency shall indemnify the Consultant for all damages resulting therefrom. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. Consultant shall ensure that all its subcontractors shall provide for assignment to Agency of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify Agency for all damages resulting therefrom. 7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Consultant in the performance of this Agreement shall be considered confidential and shall not be released by Consultant without Agency's prior written authorization. 7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of Agency, Consultant shall provide Agency, or other agents of Agency, such access to Consultant's books, records, payroll documents, and facilities as Agency deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Consultant's performance under this Agreement. Consultant shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by Agency hereunder. S. ENI+ORCEMENT OF AGRE>;IV ENT 8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 52,1762.1 ]3 Revised 3/23/07 8.2 Wernretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 8.3 Termination. Agency may terminate this Agreement for its convenience at any time, without cause, in whole or in part, upon giving Consultant thirty (30) days written notice. Upon Such notice, Agency shall pay Consultant for Services performed through the date of termination. Upon receipt of such notice, Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. Thereafter, Consultant shall have no further claims against the Agency under this Agreement. Upon termination of the Agreement pursuant to this section, Consultant shall submit to the Agency an invoice for work and services performed prior to the date of termination. In addition, the Consultant reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days written notice to the Agency, except that where termination is due to material default by the Agcncy, the period of notice may be. such shorter time as the Consultant may determine. 8.4 Default of Consultant. A. Consultant's failure to comply with any provision of this Agreement shall constitute a default. B. If the Executive Director, or his designee, determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or such longer period as Agency may designate, to cure the default by rendering satisfactory performance. In the event Consultant falls to cure its default within such period of time, Agency shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which Agency may be entitled at law, in equity, or tinder this Agreement. Consultant shall be liable for any and all reasonable costs incurred by Agcncy as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any Agency right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit Agency's right to terminate this Agreement without cause pursuant to Section 8.3. C. If termination is clue to the failure of the Consultant to fulfill its obligations under this Agreement, Agency may, after compliance with the provisions of Section 8.4.B, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the Agency shall use reasonable efforts to mitigate such damages), and Agency may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the Agency as 52,11621 14 Revised 3/23/07 previously stated. The withholding or failure to withhold payments to Consultant shall not limit Consultant's liability for completion of the Services as provided herein. 8.5 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing [tic terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions hereof. 8.6 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 8.7 Ueeal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.8 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses, including but not limited to reasonable attorney foes, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. 9. AGENCY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-liability of Agency Officers and Employee . No officer or employee of the Agency shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by the Agency or for any amount which may become due to the Consultant or to its SnCCeMr, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. No officer or employee of the Agency shall have any financial interest, direct or indirect, in this Agreement nor, shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in violation of any state statute or regulation. Consultant warrants that is has not paid or given and will not pay or give any third party any money or other consideration Revised: 3/23/07 in exchange for obtaining this Agreement. 9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant shall not discriminate against any employee or applicant for employment because oFrace, religion, color, sex, age, marital status, ancestry, or national origin. Consultant shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, or national origin. Such actions 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. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement. A. To the fullest extent permissible under law, and in lieu of any other warranty by Agency or Consultant against patent or copyright infringement, statutory or otherwise, it is agreed that Consultant shall defend at its expense any claim or suit against Agency on account of any allegation that any item furnished under this Agreement, or the normal use or sale thereof arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Consultant shall pay all costs and damages finally awarded in any such suit or claim, provided that Consultant is promptly notified in writing of the suit or claim and given authority, information and assistance at Consultant's expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Consultant. However, Consultant will not indemnify Agency if the suit or claim results from: (1) Agcncy's alteration of a deliverable, such that Agency's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Consultant when it is such use in combination which infringes upon an existing U.S. letters patent or copyright. B. Consultant shall have sole control of the defense of any such claim or suit and all negotiations for settlement thereof, Consultant shall not be obligated to indemnify Agency under any settlement made without Consultant's consent or in the event Agency fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Consultant's expense. If the use or sale of such item is enjoined as a result of the suit or claim, Consultant, at no expense to Agency, shall obtain For Agency the right to use and sell the item, or shall substitute an equivalent item acceptable to Agency and extend this patent and copyright indemnity thereto. 10.2 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission, and shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the 514762 1 16 Revised: 3/23/07 date of posting by the United States Past Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-tight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To Agency: City of Palm Springs Community Redevelopment Agency Attention: Executive Director &Assistant Secretary 3200 i .Tahquitz Canyon Way Palm springs, California 92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Consultant: Dozier Appraisal Company 73350 El Paseo, Suite 206 Palm Desert, CA 92260 Attention: Raymond L. Dozier, MAI Telephone: (760) 776-4200 Facsimile: (760) 776-4977 10.3 Cntire Agreement, This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter hereof. No amendments or other modifications of this Agreement shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees. 10.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 10.6 Third Party Beneficiary. Except as may be expressly provided for herein, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or othenvise, upon any entity or person not a party hereto. 10.7 Recitals, The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth herein and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 5247621 17 Revised 3/23107 10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agrccmcnt does not violate any provision of any other Agreement to which the Party for which he or she is Signing is bound. 52,1762.1 18 Revised, 3123/07 IN WITNESS WHEREOF, the Parties have executed and entered into this Agreement as of the date first written above. "AGENCY" COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, a public body, corporate and politic DAVID U. READY Executive Director _- ATTEST. APPROVED BY CITY MANAGER Assigtant`Sect'etary �'���d�ZQOB APPROV AS/TO FORM: I UGLAS C. FIOLLANd, Agency Counsel "CONSULTANT" Doz�pi; y ' By: Raymond L. Dozier, MAI, rest en By: Secretary 5247621 9 Revised: 3/23/07 EXI41BIT "A" SCOPE OF SERVICES (Note: This information is included in Exhibit C the Consultant's Proposal) 5'_1762_1 Revised: 3/23/07 EX BIT "S" AGENCY'S REQUEST FOR PROPOSALS (Note: This Project was sole sourced to the appraiser given their experience with past projects for the City of Palm Springs Community Redevelopment Agency and the fact that they are uniquely qualified to conduct this work;therefore,there is no RFP) :^_1761 i Revised: 3/23/07 PXHIBTT"C" CONSULTANT'S PROPOSAL 5247621 DOMER APPRAISAL COnI:'ANI' Resort and Urban D-operty Apprate.rs Valuation and Financial Consultants '3-S50 EL PASEG.SUU 306 FAL%f DESGR.T_CALIFC7ViN A 9-260 IZAY0.ipKn L.77f77.i#IL NIAI TEL.060)75-I'mo CCit7D-I£Q GI+Nu.AL APPILLTSLR F.L1 f760)T7G4977 LICE\SE 0 AG003590 E.Mal-ituLierap�-.kcJ�dc,rs eum. rehruaiy 20, 2CO® City of Palm Spiings ttn: Ms. Dzana Shay. Redevelopment Coordinator 3200 Tahcluitz Ca you Way Palm Springs, California 92263 FEZ SwIt'1ri=e park and Village Grep ararrai sals Ks. Shay: At ~roux ro=est, the foilowtiirxl is u breakdowari of t�sc costs aryl grand total for the appraisals of the 5=1,ise Ps_rk_ �IT4 Village Greer,: $ 9,5Go sunrise Park appraisal 7,9Co. village Green appraisal. $17,300 Total Call woe iT you need anything else. Verve � b� 5 L�--aia�sd L. �Paa7.er, Nl�A1 IiY1J:Sr u AGRsh oNT I" This agreement is made and entered into aTno g/b"s %teem Dozier Appraisal Company, 73-350 El Paseo, St =te 206, Palm Desert, CaliZorzia 92260, hereia rer referred. L•o as tlic Lp�ta�ser; a The City of Palm Springs, Attn: Mr. Cohn ic"vmo_d - City Attorney, P.C. Pox 2743, Palm Springs, Cali_o-nia 92263-2743, hereinafter will be referred to as the Client and the intended user of the appraisal. WOnesses, that whereas TpDraiser is a real estate appraisal d ±7 and Client is desirous of venaining their services regarding the "as is" PuubLiC WTIR2S'-T' VALUE of an testing public park (Sunrise Park) - The nark is currently Inproved with a public library, Leisure Centerypool, the Pavilion, Co-Gen plant, stadium, Mizell Center and the .Boys & Girls Club. The parts is located in the city of !palm Springs, California. NOW, TP...c^.'R2FOF.E, the Client and the Appraiser III consideration- of their mutual covenants herei— agree in respect of the performanca of professional services by the Prupraiser and the payment for those services by the Client, as sat forth below. Sactic'P. T- - scope of Services 1_1 --rj�e scope of services to be provided the Cl`_ent by the Appraiser shall he as zollow5-. The purpose of the appraisal is to estiinata the PIIBLIC ANTPPRST T, d,UE of the property' s REAL PpoP22,Tr z !NTZP-P ST" as if exchanged to another governmental agency as of the appraiser's date of -inspection (effective date of appraisal) _ Public Interest Value is defined as a value concept that relates the highest and bast use of a property to noneconomic uses such as corwe_—ation, preservation and ether uses for public purposes. 7-1so, the client has requested the appraisal makes an extraordinary as umption that the property will remain a 'Dark into perpetuity- Tke function or use of the appraisal is for- possible exchange of the p;mperty to another governmental agemcy.. The property rights being appraised establish the T,=nsF FEE INTEREST of all zuMµ G benefits ';LFt may be deTived from the property's present or possible uses, except. for existing d easements, rights-of-way of record, and existing leases_ The appraisal is to be made according to the current A-ifo= Stand—ds of Professional Appraisal practice (USPAP) ; phe requirement's of the Cade of Professional 'Ethics and Standards of Profes'sicnal Practice or the Appraisal T-PStit Ste. ��. DOZER a1PPl2:4AW COWNP WNY Film Is�er4'Caliineaia Sage 2 of 2 Mr. lch Raymond The client has -ecuestu-6 a C©MP ,T ann �SSa �x p�c-d i a SuMM-LRY RE?ORT .,ORMI whxcri will lead tie readc-r ce the annraiser's conclaisiens of value. 1.2 Time of Perfo=, e fir the finiehed apprazsal rezaort shall he two weeks from the anpraiser' s receipt of items T-P-quested in sLcLio-- 2 .1 of this agreement. Section 2 - 7nForcatiori to be Provided by Client 2.1 The fallo,ring stall he provided the ?pnraisea^ by the Client.: (a) survey, of anv (b) Prela.mzna�-y title report, it any: (c) APTg15 for the property (d) istfr-g leases encurheri ng part: fez Contractual leases regarding Stiad .uw use_ Secti©n 3 - A.rruau-nt of aavmenzi for Services and -�:_men es at the anpraisar 3.1 The ahove desc-1hed se" vices shall be provided the C_iene by the Appraise- for the followinc: (a) Total 'fee of $c,SOO far COMPLETE APPP,AISAI, repo,,ted i- a S1TY=AR= PEPatT FQtDAT completed by It-. Raymond aDo�ivr, tlnr_ Two renox% originals «ill be delivered tc the cliant- Section A - Method o£ Pa,,,nent -"_.l Total appza'sal fee is due upon completion and deli-venr of the xepores. N wITN�SS '<� MMF the psre-es hereto havE made and execu:a tbls Agreement of the day �-d gear written bsl! c CITY OF P LK SPRINGS O�IE_ _APR=T5F� CCiL=v by, M . Sa,-+a Ravmz ond, City Attorney P_aymond L. ➢czier, Agreem t Daze. Proposal ➢a D{777tVER.9PPF.P TAL iCL'Ml ABY Palm➢mcrT, Califumm i AC-RE�I�v'T This agreement is media and entered into among/between Dozier Appraisal Compa__ny, 73-3SC Rl PaseD, Spite 206, Palm Eesert, Cali�orn�a 522GO, hereinafter r?ferred to as =17e :oprazsarr a�d The City of Palm Springs, Attn: Mr. John Ra-Imond - City Attornsy, P.C. Eov 27,13, Palm Springs, California 3226?-2Ig3 , hereinafter will b= redaLxed to as the Client and the intEnded user of r_ha appraisal. -' f Witnesses, that whereas Appraiser is a real estate appraisal firm and Client is desirous of retaining their services regarding the "as is" PUBI.IC IIDI=ST VALUE and the "as zs" Y!nLUCRT V', k=, of an exisparg public park and tcurist attraction (village Green) . The nark is currently impro*red a historical Society pioneer house, Ruddy General Saone, Agua Caliente Museum, and a commercial building nousimg the Fudge Stare. The park is located on Palm Camy= Drive n the city of Palm sprigs, California. zow, the Client anal the Appraiser in consideration. of their mutual cDvenauts herei7 agree in respect of the of p=o-4E55-4onal services by uhe AppXai.sa= azrld the pakzrent for those services by the Client, as set forttn ]�elaca. Section I - Scape of Services 1.1 The scope of services to he provided the Client by the Appraiser- shall he as follcws: 6 The purpose of the appraisal is to asEi*nate the PUHLTC TNTEREST VI+7= of the property's Pa'S PPOPERTY T�7TL S'T as if e.cchanged to another gcvernmental agency as of the appraiser's data of inSnEction (effective date of appraisal) . Public Interest VaTua is defined as a value concept that relates the hi_gh_est and best use of a property to n6ae CiDP DLPiZC a8ss such as ccnservatfcn, LJra$ervation a_id other Lases for public purposTes. The client has rauuested he appraisal' makes an es.�raordinar assumption that tha property will remain a park iirto nerpe-tufty. Also, the clien't has r2q_uested a secaild YARIP= V= of the property' s REAL PRpaERmf ==ST is if sold to it's highest and bean use to a huyer as of the appraiser's data of inspection. The MAP T VALUE appraisal portion is to include a HYQ=T 'PTIC,�Ir MMITICLu that indicates any leases, deed restrictions or covenants that currezitly a ist oi- tha property are to he treated as if they did not exist. The f=tiorrn or use of the appraisal is for possible eacchange of the property to another govern.'nert-al agency. T a property rights being a,ppraieed establish the "LZMED FEE `�TR'�sT (Public interest value) and FEE SlNT_P�r8 (Yarka2 Value) of ail future benefits that may be derived from the property"s nreeent or possiale uses, except for e istng Gasemcnts, Yigl-its-of- +fay of recnrd, and Existing leases_ r . FG7=AFFWSAL Ct7aUFAY'" PAi7 Dyer., Glaama: i Page 2 of 2 1Lr. Zahn Raymo_sd, Citv �ttcrr_ey The appraisal is to be made aCCCrd=tG tc} the cur-r=t TkA-form StandaFds iOt PrOfeSSi.Cllal appraisal zra=Lce (USP,iP) : t'�e 9 xeguiremants 0Y the Cade of ?rafessioval Ethics and Standards of Professi0nal Practice of the ADcraisal Institute, Title clienr hes requested a CO u7LET'E _PPR1�_I5AL repG=tCd ir. a 5i1Nh7 RY RBPORx FO KAT which will lead the reade+- to zhe aupraiser' s CAP clusionS of vLn aE. 1.2 Time of Performaatce for the finished appraisal report shall be two t•3eeks from the a_nnraiser's receipt of hems reravested in section 2 .1 of this ag!-eevoserL. Serrt on 2 - lnformaticn to be Provided by Client 2.1 The following shall be provided the appraiser by tine Client.: (a) SurLay, if any; (b) Preliminary tit?e report, if any; (c) ALPhF's for the property (d) L7sting leases er_cu. cring p Lrk (e) Ruddy G=?_aral Store Covenants. Section v - motint of Pavment for Services and R,roezises of the Appraiser 3.7 The abovz. described se1-vices shall be provided the Client by the Appraiser for the fcllose_rg: (a) Total fee of $7, 800 �!ox =4PLETE RPPRA.1S7LL reporvt ld in a SL7MMIA-RIr REPORT FORMAT completed by M_-_ Ragsm9^d ti. Dozier, NLp7. Two report originals will he dl iVexed to the cliaZit. Section C - Meth0d of Pa,Zm-- lt 4-1 Total appra_s• o fee is due =oza completiar and delivery of the rencrts. r 1N 97I=SS T�RPOW the 'oarties hereto have ride and e.tiecsued thss Agreenent of the day and tear tarittr-_n be?ovr. L CITY OF ry�7q SPF.I GS 7OZ MR AYPRAISA_1, CO'YPP - 3�y. 1+Fr_ 4Tchn Raymond, City ^ttoraey Raymozid L. Eoeier M = r�graem t Date: Frop0sal Date_ 21C=R AF'PWS,4L Cr71LPANY Palm Deem, C omma Revised 3123/07 EXHIBIT "D" SCHEDULE OF COMPENSATION 524762.i Revised: 3/23/07 EXHIBIT "D" SCHEDULE OF COMPENSATION (Note: This information is included in Exhibit C the Consultant's Proposal) _1i1611 Revised: 3123107 EXHIBIT "E" SCHEDULE OF PERFORMANCE (Note: This information is included in Exhibit C the Consultant's Proposal) 5,i%U2 I