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HomeMy WebLinkAbout04913 - HARRIS REALTY APPRAISAL AD 162 VILLAS TM 29077 48 BARISTO TM 30941 Page 1 of I Cindy Berardi From: Carrie Rovney Sent: Friday, May 02, 2008 11:29 AM To: Cindy Berardi Subject: RE: Harris Realty Appraisal I spoke with Marcus regarding these contracts. Marcus has instructed me to close all of these agreements. Tkan6l I Ccn m Rovney re,16c From: Cindy Berardi Sent: Tuesday, April 29, 2008 2:09 PM To: Carrie Rovney Subject: Harris Realty Appraisal Which contract(s) did you just close out for the above company? I have the following contracts open: A4775 re Mountain Gate A4913 re The Villas in Old Palm Springs and 48 @ Baristo A4944 re AD 164 Mountain Gate II A5111 re CFD No 1 Palm Springs Classic A5309 re CFD No 2005-2 Escena Thanks. Cindy gcrardi Dcputy[iFy cicrk OFf1ce of the 0 3 clerk city of Palm Springs P.O-)pox 27-r3 calm Springs,[A 92262 (76o) )Z -8)55 [m�.pja•ard iC�Pa msPrin�S_cagov 5/2/2008 Harris Realty • •Assess. Eng. Services for AD # CITY OF PALM SPRINGS AGREEMENT #4913 CM signed 7-14-04 CONTRACT SERVICES AGREEMENT -\ - THIS CONTRAf SERVICES AGREEMENT(herein"Agreement"),is made and entered into this `�v—day of � r 200 Il , by and between the CITY OF PALM SPRINGS, a municipal corporation,(herein"City")and Harris Reai{y Appraisal, (IAerein "Contractor"). The term Contractor includes professionals performing in a consulting capacity. The parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference,which services may be referred to herein as the"services"or"work"hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality,fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Contractors Proposal. The Scope of Service shall include the Contractor's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement,the terms of this Agreement shall govern. 1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses,permits and approvals as may be required by lawforthe performance of the services required by this Agreement. Contractor 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 necessaryforthe Contractors performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor (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, Contractor warrants that Contractor has,or will,investigate the site and is orwill be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Contractor discover any latent or unknown conditions,which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Contractor shall adopt reasonable methods during the life 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 shall be responsible for all such damages,to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City'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. Unless hereafter specified, neither party shall be responsible for the service of the other. 1003/001/25316 v4 ] •;�'d�;°i:�i�e'i 5��'u �';:'' �:�k�'�i-.� • 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement,to orderextra work beyond that specified in the Scope of Services ormake changes by altering,adding to or deducting from said work. No such extra work maybe undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in(i)the Contract Sum,and/or(ii)the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to five percent(5%)of the Contract Sum or$25,000;whichever is less,or in the time to perform of up to one hundred eighty(180)days maybe approved by the Contract Officer. Any greater increases,taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the"Special Requirements"attached hereto as Exhibit"B"and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit"B"and any other provisions of this Agreement, the provisions in Exhibit"B"shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement,the Contractor shall be compensated in accordance with the"Schedule of Compensation'attached hereto as Exhibit"C"and incorporated herein by this reference, but not exceeding the maximum contract amount of Twenty Thousand Dollars ($20,000) (herein "Contract Sum"), except as provided in Section 1.8. The method of compensation may include (i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of completion of the services, (iii)payment for time and materials based upon the Contractor's rates as specified in the Schedule of Compensation,but not exceeding the Contract Sum or (iv) such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs,telephone expense,transportation expense approved by the Contract Officer in advance,and no other expenses and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. 2.2 Method of Payment. Unless some other method of payment is specified in the Schedule of Compensation,in any month in which Contractor wishes to receive payment,no later than the first(1s1)working day of such month, Contractor shall submit to the City in the form approved by the City's Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Contractor 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" attached hereto as Exhibit "D", if any, and incorporated herein by this reference. When requested by the Contractor,extensions to the time period(s)specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty(180) days cumulatively. 3.3 Force Majeure. 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 the Contractor,including,but not restricted to,acts of God or of the 1003/001/25316 v4 2 0 i public enemy,unusually severe weather,fires,earthquakes,floods,epidemics,quarantine restrictions,riots,strikes,freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10)days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer 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 Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one(1)year from the date hereof, except as otherwise provided in the Schedule of Performance(Exhibit"D"). 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respectto the work specified herein and make all decisions in connection therewith: Jim Harris It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore,the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein,any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience,knowledge,capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred,assigned,conveyed,hypothecated orencumbered voluntarilyor byoperation of law,whetherfor the benefit of creditors or otherwise,without the prior written approval of City. 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 Contractor, 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 the Contractor or any surety of Contractor of any liability hereunder without the express consent of City. The City's policy is to encourage the awarding of subcontracts to persons orentities with offices located within the jurisdictional boundaries of the City of Palm Springs and,if none are available,to persons orentities with offices located in the Coachella Valley("Local Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is not a Local Subcontractor,the Contractor shall submit evidence to the City that such good faith efforts have been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to a particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts and 1003/001/25316 v4 3 subcontracts hereunder for the period specified in Section 6.2. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner,mode or means by which Contractor,its agents or employees,perform the services required herein,except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at anytime or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in anyway or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or ajoint venturer or a member of any joint enterprise with Contractor. 5.0 INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance. The Contractor shall procure and maintain,at its sole cost and expense,in a form and content satisfactory to City,during the entire term of this Agreement including any extension thereof,the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least$1,000,000 bodily injury and property damage including coverages forcontractual liability,personal injury,independent contractors,broad form property damage,products and completed operations.The Commercial General Liability Policy shall name the Cityof Palm Springs as additional insured in accordance with standard ISO additional insured endorsementform CG2010(1185) or equivalent language. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in an amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. (c)Business Automobile Insurance.A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of$1,000,000 bodily and property damage. Said policy shall include coverage for owned, non-owned, leased and hired cars. (d)Additional Insurance.Additional limits and coverages,which may include professional liability insurance,will be specified in Exhibit"B" All of the above policies of insurance shall be primary insurance and issued by companies whose rating satisfies the requirements in Section 5.4 of this agreement. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. In the event any of said policies of insurance are canceled,the Contractor shall,prior to the cancellation date,submit new evidence of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements, or binders are approved by the City. The contractor agrees that the provisions of this Section 5.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or person for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 10031001/25316 A 4 5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them, and each of them, harmless from any and all actions, suits, claims, damages to persons or property, losses, costs, penalties,obligations,errors,omissions or liabilities, (herein "claims or liabilities")that may be asserted or claimed by any person,firm or entity arising out of or in connection with the negligent performance of the work,operations or activities of Contractor, its agents,employees,subcontractors, or invitees, provided for herein,or arising from the negligent acts or omissions of Contractor hereunder,or arising from Contractor's negligent performance of or failure to perform any term,provision,covenant or condition of this Agreement,whetheror not there is concurrent passive or active negligence on the part of the City, its officers,agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers,agents or employees,who are directly responsible to the City, and in connection therewith: (a) Contractorwill defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys'fees incurred in connection therewith; (b) Contractorwill promptly pay anyjudgment rendered againstthe City,its officers,agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work,operations or activities of Contractor hereunder;and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers,agents or employees are made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work,operation or activities of Contractor hereunder, Contractor agrees to pay to the City,its officers,agents or employees,any and all costs and expenses incurred by the City, its officers,agents or employees in such action or proceeding,including but not limited to,legal costs and attorneys'fees. 5.3 Performance Bond. Concurrently with execution of this Agreement,Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City,which secures the faithful performance of this Agreement,unless such requirement is waived bythe Contract Officer. The bond shall contain the original, notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer or Suretv. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California,rated"A"or better in the most recent edition of Best 's Key Rating Guide or in the Federal Register, unless such requirements are waived by the City Manager or designee of the City Manager due to unique circumstances. In the event the City Manager determines that the work or services to be performed under this Agreement create an increased or decreased risk of loss to the City,the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the City Manager or designee; provided that the Contractor shall have the right to appeal a determination of increased coverage by the City Manager to the City Council of City within ten (10)days of receipt of notice from the City Manager. 6.0 REPORTS AND RECORDS 6.1 Reports. Contractor 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. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques,or events that may orwill materially increase ordecrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the 1003/001/25316 v4 5 0 0 Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services,the estimated increased or decreased cost estimate for the project being designed. 6.2 Records. Contractor shall keep,and require subcontractors to keep,such books and records as shall be necessary to perform the services required by this Agreement and 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 times during normal business hours of City,including the right to inspect,copy,audit and make records and transcripts from such records. Such records shall be maintained for a period of three(3)years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required 6.3 Ownership of Documents. All drawings,specifications, reports, records,documents and other materials prepared by Contractor,its employees,subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement.Contractor shall have no claim forfurther employment or additional compensation as a resultofthe exercise by City 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 uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and the City shall indemnify the Contractor for all damages resulting therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 6.4 Release of Documents. The drawings, specifications, reports, records,documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publiclywithout the prior written approval of the Contract Officer. 7.0 ENFORCEMENT OF AGREEMENT 7.1 California Law, This Agreement shall be construed and interpreted both as to validity and 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. Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement,the injured party shall notify the injuring party,in writing,of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party;provided that if the default is an immediate dangerto the health,safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action,and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses,costs,liabilities,or damages suffered by City,and(ii) all amounts for which City may be liable to third parties, by reason of Contractor's acts or omissions in performing orfailing to perform Contractor's obligation under this Agreement. In the event that any claim is made by a third party,the amountor validity of which is disputed by Contractor,or any indebtedness shall exist which shall appear to be the basis for a claim of lien,City may withhold from any payment due,without liability for interest because of such withholding,an amount sufficient 1003/001/25316 v4 6 to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are 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. 7.6 Legal Action. In addition to any other rights or remedies,either party may take legal action,in law or inequity,to cure,corrector 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. 7.7 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement,the Contractor and its sureties shall be liable for and shall pay to the City the sum of ($0) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit"D"). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 Termination Prior to Expiration Of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time,with or without cause, upon thirty(30)days written notice to Contractor,except that where termination is due to the fault of the Contractor,the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time, with or without cause, upon sixty(60)days written notice to City,except that where termination is due to the fault of the City,the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractorshall immediately cease all services hereunderexcept as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section,the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement,City may,after compliance with the provisions of Section 7.2,takeover the work and prosecute the same to completion by contractor otherwise,and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated(provided that the City shall use reasonable efforts to mitigate such damages),and City may withhold any payments to the Contractor forthe purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.10 Attorneys'Pees. If either party to this Agreement is required to initiate ordefend or made a parry to any action or proceeding in anyway connected with this Agreement,the prevailing party in such action or proceeding,in addition to any other relief which maybe granted,whether legal or equitable,shall be entitled to reasonable attorney's fees. 1003/001/25316 A 7 • • Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action,taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest, No officer or employee of the City shall have any financial interest,director 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 is,directly or indirectly,interested,in violation of any State statute or regulation. The Contractor warrants that it has not paid orgiven and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of,any person or group of persons on account of race,color,creed,religion,sex,marital status,national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race,color,creed,religion,sex,marital status, national origin, or ancestry. 9.0 MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, document, consent, approval,or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City,to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263. In the case of the Contractor, it should be addressed to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration:Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement maybe amended at anytime by the mutual consent of the parties by an instrument in writing. 9.4 Severability. In the event that anyone or more of the phrases,sentences,clauses,paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses,paragraphs,orsections ofthis Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder 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. 1003/001/25316 A 8 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i)such party is duly organized and existing,(ii)they are duly authorized to execute and deliverthis Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement,and(iv)the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. IN WITNESS WHEREOF,the parties have executed and entered into this Agreement as of the date first written above CITY OF PALM SPRINGS AfLFES f-' �1 6�) /rrul a municipal /corporation r� By: City Clerk City Mange APPROVED AS TO FORM: By: Attorney t.;�.rrj'-I ( Phf(=' ", ii'1 h CO IN ....m_ .t ool HARRIS REALTY APPRAISAL in,uu 0 CONTRACTOR: Check ongge::4fndiviydual_Partnership_Corporation By: ;,. >''�ter9 F."?a -"a'=- i�afd By: Signature(notarized) Signature(notarized) Na e Name: Title: '� Title: (This Agreement must be signed in the above space by This Agreement must be signed in the above space by one of the following:Chairman of the Board,President one of the following:Secretary,Chief Financial Officer or or any Vice President) any Assistant Treasurer) Slate of6lL;'P�6;v41./,ll�e�r —. State of } County of r i /) 'i e-" C- }ss County of }sa r,z rs On /7 � i � before me, On before C O X/7G f r f'� me, , personally p �� i} -/...� Y j appeared personally appeared �p G�9tt��] '� >�.✓ f /�d/, - personally personally ]mown to me (or proved to the on the basis of satisfactory ]mown to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose natne(s�is/tare subscribed to evidence)to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me thal;heFsthe/they the within instrument and acknowledged to me that he/she/they executed'tSS�same it )ii/her/their authorized capacity(ies),and executed the same in his/her/their authorized capacity(ies),and thatb�hi�flier/their signature(s)on the instrumentihe person(s), that byhis/her/theirsignature(s)on the instrument the person(s), or the`efitityupon behalfofivhich the person(s)acted,ege utedthe or the entityupon behalf of which the person(s)acted,executed the instrument. instrument. WITNESS m}v}ian and official seal. ( � / WITNESS my hand and official seal. Signatu>' e: tl � A f?�r_' / ✓ c-'`Q' `- Signature: N CINDY r',V.0 °�'�'rg. • Cammisskun*f U'51511 _ ufr�;Pmq.�.d z VNo run/Pt,ee4c-.-Ccauta,nia ' GTonge County ` �l Se1p P on7n.f s't F �7.3 79rk@ 1003/001/25316 vA 9 EXHIBIT"A" SCOPE OF SERVICES The Contractor will derive the"as is"bulk sale market value of two proposed developments,Zone 1 identified as Tract Map 29077, a 6.54± acre 47 single family home subdivision also known as "The Villas in Old Palm Springs'; and Zone 2 identified as Tract Map 30941, a 4.5 acre± 48-unit condominium development also known as"48 @ Baristo", "Subject Property" assuming the completion of infrastructure to be financed by the City of Palm Springs Assessment District 162 ("District"). The"date of value"will be February 1,2004.The scope of work will include the preparation of a full appraisal and a detailed summary appraisal to be included in the offering document for the District's bonds. The format,substance and quality of the appraisal and summary will be of a type used in connection with land secured financings,and will include as part of the closing documents for the bonds, a certificate that the City is authorized to use the appraisal in the Bond Official Statement,that the information regarding the appraisal is properly presented in the Official Statement,and that the appraisal summary is complete and accurate. The Contractor will also participate in conference calls and/or meetings in the weeks/months preceding distribution of the draft appraisal and maybe asked to provide insight on the probable value of the property at various stages of development. 1003/001/25316 A 10 EXHIBIT"B" SPECIAL REQUIREMENTS Section 5.1(b) Worker's Compensation Insurance. The Contractor does not have employees and therefore does not carry worker's compensation insurance. The Contractor will write a letter to the City stating that if at any time during the course of this engagement the Contractor gets an employee,the Contractor will obtain worker's compensation insurance in an amount which fully complies with the statutory requirements of the State of California and which includes$1,000,000 of employers liability. Section 5.3 Performance Bond, The City will waive the requirement that the Contractor deliver a performance bond in the sum of the amount of this Agreement. 1003/001/25316 d3 EXHIBIT"C' SCHEDULE OF COMPENSATION 1 � `n of it The Contractor will submit an invoice and will get paid upon delivery s Final Appraisal. Such invoice shall be all inclusive of the Scope of Services described in EXHIBIT B, including the delivery of a certificate stating that the City is authorized to use the appraisal in the Bond Official Statement, that the information regarding the appraisal is properly presented in the Official Statement, and that the appraisal summary is complete and accurate even if such certificate is delivered after delivery of the Final Appraisal. 1003/001/25316 v3 EXHIBIT 'D" SCHEDULE OF PERFORMANCE Unless otherwise modified by the City and/or its financial advisor to dates later than dates shown below,the schedule of performance is as such: • Immediately upon execution of this Agreement:Begin assembling information of the"The Villas in Old Palm Springs" and "48 @ Baristo", Zones 1 and 2,AD 162 project; • When scheduled:Attend disclosure meeting with City's financial advisor, underwriter and developer; • September 15, 2004: Circulate first draft of Appraisal with September 1, 2004 date of value; • Week of September 20-24: Participate in working group conference call/meeting reviewing draft Appraisal; • September 24, 2004: Finalize Appraisal. 1003/00125316 0 07/07/2004 10:53 9498512055 PAGE 01 FACSIMILE TRANSMISSION Date: July 7, 2004 To: City of Palm Springs Attention: Marcus Fuller Senior Civil Engineer FAX Phone: (760) 322-8325 Reference: Insurance Certificates From: HARRIS REALTYAPPRAISAL 5100 Birch Street Suite 200 Newport Beach, CA 92660 James B. Harris, MAI FAX Phone: (949) 851-2055 This message is intended for the use of the individual or entity to which it is addressed and may contain jnformation that is privileged and confidential. If you are not the! intended recipient, or the employee or agent responsible for delivering the message to the intended recipient, you are hereby notified that any dissemination, copying or distribution of copying of this communication Is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone and return the original message to us at the above address via the U.S. Postal Service. 'Thank you. Message: Marcus, Attached are the certificates for Harris Realty Appraisal. If you have any questions, please give me a call. Jim Harris, MAI Total Number of Pages Including Cover Letter: 5 If you do not receive all pages of this transmission, please call our office at (949) 851.1227. Thank you. 07/07/2004 10:53 9498512055 PAGE 02 Policy Number DECLARATIONS PAGE ENDED APR222004 92-BH-4079 9 STATE FARM GENERAL INSURANCE COMPANY 31303 AGOURA RD,WESTLAKE VILLAGE,CA 91363.0001 A STOCK COMPANY WITH HOME OFFICES IN 61-001viNGTON,ILLINOIS Named Insured and Mailing Address 8251-P416 S JUDY SEMLEp LUTC,Agent HARRIS,JAMES B& LGE ik E i7252 CANNON,BERRI J Jill Town&Country Rd.,Ste.48 DBA HARRIS REALTY ADVISORS& Orangge,CA 82868 CANNON APPRAISAL SERVICES Fbone:(714)547-IWFax:gi4) 47•l8(Jl 5100 BIRCH ST STE 200 judysernler.corn NEWPORT BEACH CA 92660-2160 Cov A -Inflation Coverage Index:N/A BUSINESS POLICY•SPECIAL FORM 3 Cov B -Consumer Price Index: 186.2 AUTOMATIC RENEWAL - If the POLICY PERIOD is shown as 12 MONTHS, this polic will be renewed automaticall sub ect to the premiums, rules a d forms I effect for each succeeding policy period. If his policy is terminated, we vvi giv�you and the Mortgagee/Liennholder wren notice in compliance wish the policy provisions or as required bylaw. Policy Period: 12 Months The policy period begins and ends at 12:01 am standard time at the Effective Date: JUN 23 2004 premises location. Expiration Date: JUN 23 2005 Named Insured: Individual Your policy is amended APR 22 2004 Location of Covered Premises: ADDL INSURED NAME &ADDRESS DELETED 5100 BIRCH ST STE 200 NEWPORT BEACH CA 92660.2160 Other items shown are effective with the olic '$ 2004ic renewal Coverages &Property Limits of Insurance ccupancy: e Section I A Buildings Excluded B Business Personal Property 31,900 C Loss of income- 12 Months Actual Loss Section 11 Deductibles-Section L Business Liability 2,000 000 Products-Completed Operations 4:000,000 (PCO)Aggregate General Agg regale (Other $ 4,000,000 Than PCOOII In vase of loss under this policy, the deductible will applied to each occurrence and will be deducted from i amount of the loss. Other deductibles may apply - refer policy. Forms Options, and Endorsements Endorsement Premium None Special Form 3 FP-6143 Amendatory Endorsement FE-6205 Discounts Applied: Debris Removal Endorsement FE-6451 Renewal Year Policy Endorsement PE-6506.2 Years in Business Business Policy Endorsement FE-6464 Claim Record Real Estate Agents Endorsement FE-6405.1 Additional Insured Endorsement FE-6494 Continued on Reverse Side of Page Prepared OTHER LIMITS AND EXCLUSIONS MAY APPLY-REFER T YO R POLICY APR 23 2004 Countersi e 0 D FP-8030.2C BM5T By 06/1993 c -- - Agent Your policy consists of this page,any endorsements JUDY SEML and the policy form.PLEASE KEEP THESE TOGETHER. (714)547.166 (oi121 07/07/2004 10:53 9498512055 PAGE 03 • CERTIIFICATE OF INSURANCE Producer: Issue Daly(1611812004 This Certificate is Issued as a matter of information only and LIA131LITY INSURANCE ADMINISTRATORS confers no rights upon die Certificate Holder,This Certificate P.O. Box 019 does not amend,extend or alter the coverage afforded by the Santa Barbara,CA 93102-1319 policy below. Insured; 101175 COMPANY AFFORDING COVERAGE NAkRN kf,Al.l'Y APPRAISAL. Ilunes R. Harrk. MAI Liberty Insurance Underwriters,Inc. ,5100 Rirclh Street, Suite 200 Newport Beach, CA 92660 � Fax Number 949-851-2055 Authorized Representative This is to certify mat the policy of insurance listed Wow has been issued to the Insured named above for the policy period indicated, Notwithstanding any rcquir0mcnt,term of condition of any contract or other document with respect to which this C'eeiNalc may be issued or may pertain,the insurance afforded by the policy described herein is subject to all the terms, oxclusions and conditions of such policy. Limits shown may have been reduced by paid claims. TYPE OF msui INCE POLICY NUMBER EFFFCTNF AATR EXPIRATION GATE LIMITS Prol'cssional Liability LIU003120-003 05104/2(104 05/04/2003 General Aggregate F 11000,000 F,ach Claim $ 11000,000 i Description of ODcrations/Locations/Special Items; REAL. ESTATE APPRAISERS PROFESSIONAL LIABILITY INSURANCE EVIDENCE OF INSURANCE Ccriificate Holder Cancellatlont taty of Huntington Beach Should the above described policy be cancelled before the Attn:Gus Duran.Department ol'Econaniic Development expiration date thereof,the issuing Company will endeavor to 2000 Main Street mail 30 days notice,except 10 days notice for nonpayment of Huntington Beach,CA 92648 premium,Co the certificate holder named(0 the left.However, failure to mail such,notice shall Impose no obligation or liabitity of any kind upon the Company,its agents or representatives. LIA0001 (11/97) Insured Copy 07/07/2004 10:53 * 9498512055 PAGE 04 StCENTUIRY 1NSU ftylE *** INSURE9PY KXX 011204-358-010-2 spil-st.com 1-800211-SAVE AMENDED DECLARATION EFFECTIVE DATE 02/02/04 UMBRELLA POLICY DECLARATION PAGE WEN/fRACHEDIGTHE•EREGNALUMERA PO YWUAF,DSCLAMNS Caml6Te FhICY AND ARMS. REASON FOR AMENDMENT 9'HE aMRENT MS of YGVR CovnPAGE3 AND LIM11 DF Lu ILM AMMMNG m DO ar_=oD DELETE CAR PEP 9022892 rHUM 02/02/04 M.E1 ,02/02/05 12 MO _ NAMED INCUR ANn AUM& S JAMES HARRIS BERRI HARRIS 5109 BIRCH ST STE 200 NEWPORT BEACH CA 92660 LIMITS•OF LIA'f31LITV •POLICY PREMIUMS L PEB9pN VRRE C fIA81LICe SIIRm RElF2lIlON 'BASIC POLICY PRE DDITI PREMIUM Am l*lAp6ES • EACR OCN CE EACH ACR CCCLIWIENCE S 11000,000 S 250.00 $ 192.00 ".1140,00 .s 232.00 YOU AGREE THAT PRIMARY INSURANCE IS IN FORCE AND WILL CONTINUE TO BE IN FORCE_FOR ALL EXPOSURES COVERED BY THIS POLICY FOR AT LEAST THE LIMITS SHOWN BELOW,SUBJECTTO FORM TOE-79,IF APPLICABLE. AUTOMOBILE LIABILITY. BODILY INJURY- $ 250,000 EACH PERSON OFF-ROAD RECREATIONAL VEHICLE LIABILITY S 500,000 EACH OCCURRENCE PROPERTY DAMAGE— S 50.000 EACH OCCURRENCE COMPREHENSIVE PERSONAL LIABILITY BODILY INJURY AND PROPERTY $ 100,000 EACH OCCURRENCE DAMAGE COMBINED --------'ADDITIONAL CHARGES -=------ AUTOMOBILES 2 40.00 RESIDENCES I INCLUDED 1-4 FAMILY RENTALS .00 OFF-ROAD VEHICLES .00 YOUTHFUL OPERATORS .00 §E*gE REMINDER: ALL PRIMARY LIMITS MUST BE IN FORCE AS NOTED ABOVE XXX TCE-79 05/02 \ n .-- �s-�- 01/12/04 pAaSinENT DAM- PLEASE RfVIEW THIS DOCUMENT CAREFULLY AS IT REPRESENTS CONFIRMATION OF CHANGES TO THE POLICY THAT YOU REQUESTED, FOR CUSTOMER CARE CALL 1-800-443-3100 CLAIMS SERVICE PHONEI 1-800-322-8200 - STATEMENT OF ACCOUNT FOR POLICY 9022892 RETURN PREMIUM . . . . . . . . . . . 9 40.13OCR PRIOR BALANCE . . . . . 5 272.00 OUTSTANDING BALANCE . . . . . . . . .. S 232.00 AMOUNT DUE 02/02/04 . . . .. . . . $ 232.00 THANK YOU FOR LETTING US SERVE VOU 0710t12004 10:53 9498512055 PAGE 05 gist w-en><ury 1nS1IAd 1FIN 1NSUREpArPY ** �� 1-800 2175AVE RENEWAL DECLARATION DFFER EFFECTIVE 05/01/04 AUTOMOBILE POLICY DECLARATION PAGE IN THE EVENT PAYMENT IS NOT RECEIVED BY THE RENEWAL 73:01 M.PACIFIC TIME BOVE, YOUR POLICY BECOMES NULL AND EFFECTIVE DATE NOTED AP 3Z62238 FROM05/01/0 o 11/01,104 IVOID. NAMED INSURED AND ADDRESS LOSS PAYEE ANTI/Oft AaOIT1ONAL INSURED ADORESSESEE REVERSE) ** EVIDENCE OF INSURANCE ** CNTY OF ORANGE/CEO PURCHASING JAMES B HARRIS 1300 S GRAND AVE RA BERRI J HARRIS SANTA ANA CA 92705 5100 BIRCH ST STE 200 NEWPORT BEACH CA 92660 *0f EVIDENCE OF INSURANCE ** CITY OF LA/DEBT MANAGEMENT GRP 200 N MAIN ST RMN 1500 LOS ANGELES CA 90012 When attached to the Personal Auto Policy,These declarallonz commicte the r,.flcv and re resent the eurrenl status of your covers es and limns of llabflltv. ar, 1 2001 MBNZ CLK3Z0 WDDLJ65031T003,56 W M(;D 9Z62p 000006 3 2004 BMW X5 3.01 5UXFA13574LU21480 W MCD 92620 ODOOIS a .:' 3 JAMES HARRIS 40 0 coo 1 BERRI CANNON 37 0 GOD COVERgGF,IS PROVIDED WHERE A PREMIUM ANDALIMIT OF LIABILITY PRESHOWN FOR YHE COVERAGE ';�.�p��::.UiS'v�..........,Pi�.•'�ii'"�"`� ':'�'Is:�M1 W �,I A 9odlly Injury .-1m4wA rFAO PER VENUE FRM Re S 100,000 Each Person $300,000 Each ACCHRAt 117 _ 78 __ e. propeny Damago ;„ 30,000 Each Person 63 66 C._MRdlcalPaenls S 5,000 Each PAM011 64 57 D Uninsured Motorist S 100,000 Lich Parton $500,000 Each ACdWent 24 21 DAMAGE TO YOUR VEHICLE d2 ACTOACASHE COMPREHENSIVE O,Ded.VALUO LESS _Dad. !3 74 ocpucnOLE F.COLLISION S 500 DAd. S Doe,3 00 Berl,S DI.UNINSURED MOTORIST-PO J. ADDITIONALEQVIPMENT ; 1,900 TOTALS TOTALb 1,00I TOTAL ; TOTAL NRST$10"15 AUTOMATICALLY INCLUDED WITH COMPREHENSIVE OR ; 0 INCI„ f INCL. ; 0 INCL, S INCL. CULL1s10N, ADDITIo0AL CI)WRACE IS OPTIGNW. 0„PDD'L 0 ADD'L ; ADD'L G, TOWING 6LABDR B,SIf C—�15i�TO1119i'Ij...AaF „„� lea". 11"ItMel rrxL rurL M, RENigL REIMBURSEMENT ' rt i EIn•i l:Ir•:�, .., m;• r;•;,it°in�i,"'I � 1060.00 ,,, 'ill' :.. . PRESIDENT DATE STATEMENT OF ACCOUNT FOR POLICY 3262238 TOTAL PREMIUM . . . . . . . . . . . . . . . . $1060.00 CHOOSE tHE PAYMENT PLAN YOU PAY IN FULL91060 00 05/81/04 12-PAY PLAN $ 534.00 05/81/04 9aY Al 534,00 07/01/04 F i1I 24-PAY PLAN ; 269.00 05/01/04 1nXn1j1j1 II ppp ; 269.09 06/01/04 ��YIIII�III�II��II�IIIIIIII S 269.00 07 01104 ; 26 .00 06 0 0 ...T•'`.,i 1.lN'l 7 N INCLUDES $4 PER PAYMENT SERVICE CHARGE Pot Dust— Cero cart 1-Artrt-54s-3L00, or visit zLst.tom to make Polity chnn9a9, Pay your Pr-cl", OM Karol Register today,' 21st Century Insumnr. Cnmaenv A'9A1 ua+_ . --- CONTRACT ABSTRACT Contract Company Name: Harris Realty Company Contact: Jim Harris Summary of Services;%Assessment Engineering Services for AD#162 Contract Ri'ice: f$20100_0 --'/ Funding Sou\rce'.--1f0=4505-43200 Contract Term: One Year Contract Administration Lead Department: Public Works & Engineering Contract Administrator: David Barakian/Marcus Fuller Contract Approvals To Be Appr ved by City Manager Agency Approval Date: ®�\ n/a 1 Agreement Number: TBA by Clerk d Contract Compliance Exhibits: Signatures: Insurance: Bonds: Contract prepared by: Submitted on: By: