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HomeMy WebLinkAbout25F - AGMT - ON-CALL RIGHT-OF-WAY SRVSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: FEBRUARY 4, 2014 TITLE: AGREEMENTS FOR ON -CALL RIGHT -OF -WAY SPECIALTY SERVICES CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For 106IiPf '9 91 "5 01 FILE NUMBER Authorize the City Manager and Clerk of the Council to execute on -call right -of -way specialty services agreements, subject to nonsubstantive changes approved by the City Manager and City Attorney, for: 1) real property appraisal services; 2) furniture /fixtures and equipment appraisal services; 3) business goodwill appraisal services; 4) acquisition, relocation, and property management service; and 5) right -of -way program management services, in the not -to- exceed amounts noted below: 1) Real Property Appraisal Services Kiley Company $200,000 Hennessey & Hennessey, LLC $200,000 2) Furniture, Fixtures, Equipment Appraisal Services Desmond, Marcello, and Amster, LLC $200,000 Hodges Lacy & Associates, LLC $200,000 3) Business Goodwill Appraisal Services Donna Desmond Associates $300,000 Desmond, Marcello, and Amster, LLC $300,000 4) Acquisition, Relocation, and Property Management Services Overland, Pacific & Cutler, Inc $500,000 HDR Engineering, Inc $500,000 5) Right -of -Way Program Management Services APA Engineering, Inc. $200,000 DISCUSSION During the last few years, expenditures for professional right -of -way services have averaged about $1.3 million per year. Approval of this recommended action will give the City access to qualified right -of -way consultants with special skills and knowledge in their respective fields. 25F -1 Agreements for On -Call Right -of -Way Specialty Services February 4, 2014 Page 2 These services will be utilized as needed to appraise, acquire, and manage real property required for projects in the City's Capital Improvement Program, including the Warner and Grand Avenue widening projects. The Capital Improvement Programs adopted in the last five budget years included an average of $11.6 million in right -of -way funding per year. Additionally, the City recently applied for $31.9 million in Measure M2 right -of -way funding for the Bristol Street Project, Phases III and IV. The recommended firms will also assist City staff with other miscellaneous right -of -way tasks, such as deed research, property acquisition cost estimates, and evaluating City -owned surplus properties. The contracts will give the City the flexibility to respond to specific right -of -way service needs that may arise during the term of the agreement. Each agreement will be for a 15- month period, expiring on June 30, 2015. If additional time is needed, the term of the agreement may be extended by a writing executed by the City Manager. On November 26, 2013, the Public Works Agency released a Request for Proposals (RFP) to qualified consulting firms to provide on -call right -of -way specialty services. Twenty -four proposals were received and evaluated by a review committee from the Public Works Agency, Community Development Agency, and the City Attorney's Office. Each firm was rated according to its qualifications, experience, references, and capacity to perform the required work. Following is the list of the firms and their respective scores: 1) Real Property Appraisal Services (Received ten proposals; top four are listed) 1. Kile Company 89 2. Hennessey & Hennessey, LLC 89 3. Lid and and Associates, Inc 85 4. Overland, Pacific & Cutler, Inc 85 2) Furniture, Fixtures, Equipment Appraisal Services 1. Desmond, Marcello, and Amster, LLC 89 2. Hodges Lacy & Associates, LLC 85 3. Hjelmstrom and Associates 79 3) Business Goodwill Appraisal Services 1. Donna Desmond Associates 93 2. Desmond, Marcello, and Amster, LLC 90 25F -2 Agreements for On -Call Right -of -Way Specialty Services February 4, 2014 Page 3 4) Acquisition, Relocation, and Property Management Services (Received six proposals; top four are listed) 1. Overland, Pacific & Cutler, Inc 95 2. HDR Engineering, Inc 91 3. Epic Land Solution, Inc 89 4. Paragon Partners, Ltd 83 5) Right -of -Way Program Management Services 1. APA Engineering, Inc 90 2. HDR Engineering, Inc 88 3. Thomas Zia and Associates 74 Based on their ratings, staff recommends that the following firms be retained for the respective on -call right -of -way specialty services: 1) Kiley Company and Hennessey & Hennessey, LLC; 2) Desmond, Marcello, and Amster, LLC, and Hodges Lacy & Associates, LLC; 3) Donna Desmond Associates and Desmond, Marcello, and Amster, LLC; 4) Overland, Pacific & Cutler, Inc., and HDR Engineering, Inc.; and 5) APA Engineering, Inc. Through a separate RFQ process, in January 2014 the City awarded agreements to Lidgard and Associates and Overland, Pacific & Cutler, Inc., for real estate appraisal services to be provided to the Community Development Agency — Housing Division, in the amount of $25,000 for a three - yearterm. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funding for these on -call right -of -way services will be allocated as needed from various CIP projects. Edwin "William" Talvez, P.E. Interim Executive Director Public Works Agency EWG /KN APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 25F -3 Agreements for On -Call Right -of -Way Specialty Services February 4, 2014 Page 4 Exhibits: Agreements: 1. Real Property Appraisal Services - Kiley Company 2. Real Property Appraisal Services - Hennessey & Hennessey, LLC 3. FF &E and Business Goodwill Appraisal Services - Desmond, Marcello, and Amster, LLC 4. FF &E Appraisal Services - Hodges Lacy & Associates, LLC 5. Business Goodwill Appraisal Services - Donna Desmond Associates 6. Acquisition, Relocation, and Property Mgmt. Services - Overland Pacific & Cutler, Inc. 7. Acquisition, Relocation, and Property Management Services - HDR Engineering, Inc. 8. Right -of -Way Program Management —APA Engineering, Inc. 25F -4 AGREEMENT FOR PROVISION OF THIS AGREEMENT, made and entered into this 4th day of February, 2014 by and between Kiley Company (hereinafter "Consultant ") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of real property appraisal services. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide all labor, materials, tools, equipment, services and incidental customary work required to fully and adequately provide real property appraisals, as set forth in City's Request for Proposals 13 -075 — On -Call Right of Way Specialty Services, attached as Exhibit A, as more specifically described in Consultant's Proposal, attached as Exhibit A -1. All attached Exhibits are incorporated by this reference. Consultant services shall be provided on an on -call basis at the written request of the Executive Director of Public Works, or his designee. 2. OWNERSHIP OF MATERIALS This Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B, attached hereto and incorporated by reference. The total sum to be expended by City under this Agreement shall not exceed $200,000.00 during the term of this Agreement. itbTA b. Invoices i. The Consultant shall submit a monthly invoice by the fifteenth of the month to the City for the services rendered in the prior month. ii. All invoices for work performed under this Agreement shall be submitted in a format approved by the City. Invoices shall include the following information at a minimum: a. Consultant's invoice number b. Beginning and ending dates for services c. City project number and /or name (if applicable) d. Work site address /location (if applicable) e. Tasks or deliverables completed, and percent of total services completed c. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2015, unless terminated earlier in accordance with Section 14, below. The term of this Agreement may be extended by a writing executed by the City Manager. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 25F -6 b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. iii. Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims "), which may arise from or in any manner related (directly or indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects in worlananship and /or materials) or Consultant's presence or activities conducted performing the work (including the negligent and/or willful acts, errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 25F -7 S. LAWS AND REGULATIONS Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the services and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising wherefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714 - 647 -6956 With courtesy copy to: Executive Director of Public Works City of Santa Ana Attn: Design Engineering 20 Civic Center Plaza (M -36) P.O. Box 1988 Santa Ana, California 92702 25F -8 Fax 714 - 647 -5635 To Consultant: Kiley Company Elizabeth M. Kiley 2681 Dow Avenue, Suite E Tustin, California 92780 Fax 714 - 665 -6514 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the authorized representatives of the parties. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 25F -9 15. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, trailing, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. The parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 25F -10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR DAVID CAVAZOS Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney KILEY COMPANY RECOMMENDED FOR APPROVAL: EDWIN "WILLIAM" GALVEZ, P.E. ELIZABETH M. KILEY, MAI Interim Executive Director —PWA President 25F -11 25F -12 EXHIBIT A SCOPE OF SERVICES GENERAL REQUIREMENTS — RIGHT OF WAY SERVICES Consultants under contract with the City of Santa Ana will provide support to City of Santa Ana staff or designee on an as- needed basis. • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience working on State and Federally funded projects. All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • Any real estate appraiser provided by Consultant must be certified and a Member of the Appraisal Institute. • All acquisition agents and property managers, performing work for the City, must hold a valid California Real Estate License. Salespersons must be registered with California Department of Real Estate (DRE), as working solely under the Consultant's supervising broker of record. • Work may include, but not be limited to, the following: onsite review of the project area; review of existing records; conducting research and performing analysis; information gathering; negotiations; development of strategies. • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has full responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub - consultants. The Consultant shall review all work performed by its sub - consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. • The Consultant shall have a Quality Control Plan in effect during the entire time work is being performed under this Agreement. The Quality Control Plan shall establish a process whereby work product is independently checked, corrected and back checked. All Project related correspondence and documents shall be maintained and bound in appropriate project files. Electronic files shall conform to City's file naming system • Consultant shall diligently work on each assignment and complete each task in 25F -13 accordance with the schedule to accommodate the City's needs. • Consultant's work will be subject to inspection by City, County, State and Federal representatives. • Project files, including copies of all correspondence, reports, documents, and electronic files shall be submitted to the City as requested and electronically updated at least monthly. • All work, including reports, analysis, data, and intellectual property developed during the life of the Agreement shall become the property of the City. • The Consultant will receive written notification of the award of the contract. Upon on such notification, the Consultant will proceed with the services required by the Agreement. • The Consultant shall complete work under the direction of City staff. The Consultant will be expected to provide experienced and knowledgeable professional staff which will be responsive and maintain excellent working relationships with property owners, tenants, and City staff. The Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. The Consultant shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. REAL PROPERTY APPRAISAL SERVICES include: Consultant will provide appraisal services that include full and part take of residential property; commercial property; industrial property; easements; special use or zoned property; furniture, fixtures and equipment appraisals; review appraisals; and goodwill valuation. Appraisal Services shall be in accordance federal, state, and local regulations, policies, procedures and standards. Appraiser may perform the following tasks: • Real Estate Appraisals (full and partial takes) • Preparation of Appraisal Summary Statements to accompany City's Offer documents • Valuation of Agency's Landscape Setback requirements • Preparation of a detailed appraisal necessary for condemnation • Coordination with Fixtures and Equipment Appraisers • Coordination with Business Goodwill Appraisers • Communication with property owners • Prepare all necessary correspondence, letters and reports • Provide effective communication with engineers, planners, attorneys, and City staff • Comply with federal, state and local regulations • Create files and maintain all records • Provide condemnation consultations • Attend meetings /public hearings and conduct presentations 25F -14 • Provide expert witness testimony • Coordinate and review Phase I and Phase II Environmental Studies • Obtain appraisals for each acquisition prepared in accordance with the State of California Laws and Uniform Standards of Professional Appraisal Practice (USPAP). • Review appraisal report and prepare an Appraisal Summary Statement. Review Appraisals (Required For Federally Funded Projects) • Coordinate, direct and obtain review appraisals in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act (Uniform Act) and Caltrans guidelines. • Examine all appraisals and corresponding reports • Seek any corrections or revisions deemed appropriate. 25F -15 25F -16 EXHIBIT A -1 CONSULTANT'S PROPOSAL 25F -17 Exhibit A -1 Proposal for the City of Santa Ana On -Call Right of Way Specialty Services RFP NO. 13 -075 Specialty Area: (All Real Property Appraisal Services 25F -18 December 18, 2013 KILEYCoMPANY REAL ESTATE APPRAISERS ....... ............................... Celebra a Ing Over 20 Years December 18, 2013 City of Santa Ana Attn.: Kenny Nguyen Public Works Agency; 20 Civic Center Plaza, 3rd Floor, Ross Annex Santa Ana, CA 92702 Re: RFP NO. 13 -075; On -Call Right of Way Specialty Services Specialty Area: (Al) Real Property Appraisal Services Dear Mr. Nguyen: The Kiley Company is interested in submitting a proposal in response to RFP No. 13 -075 for On -Call Right of Way Specialty Services, received November 26, 2013. We are interested in providing Real Property Appraisal Services, as defined as Specialty Area Al in the RFP. After reviewing the RFP in its entirety, we accept and understand all the elements. If chosen by the City to be a part of the Consultant Team, we would be willing to enter into the agreement attached to the RFP, as well as comply with all license, insurance, and ordinance requirements. Elizabeth M. Kiley, Inc., DBA Kiley Company, is a certified Disadvantaged Business Enterprise (DBE), a Woman -Owned Business (WBE) and a Small Business Enterprise (SBE), The services we offer include right -of -way appraisals, environmental and mitigation appraisals, litigation appraisals, consulting, market rental surveys, leasehoWleased fee valuations, mass appraisals, surplus property valuations, highest and best use studies, and various other types of appraisal services. Elizabeth M. Kiley, Inc., DBA Kiley Company is an S- Corporation in the State of California. Our headquarters are centrally located in the city of Tustin, Orange County, California. Our address and contact information is as follows: Elizabeth M. Kiley, MAI President Kiley Company 2681 Dow Avenue, Suite E Tustin, CA 92780 bkiley(@kileyLompany.com www.kileycompany.com 714 -665 -6515 Phone 714 -665 -6514 Fax 2681 Dow Avenue, Suite E, Tustin, CA 92780 Phone: (71,4) 665 -6515 a Fca: (714) 665 -6514 m e -mail: bkilo3r@kilevaompany,com 25F -19 City of Santa Ana December 18, 2013 Page Two The following proposal, along with our company and appraiser qualifications, is attached for your consideration. With a team of appraisers and over 23 years in operation, we are well positioned to deliver the highest quality appraisal reports at a competitive price and in a timely manner. We look forward to the opportunity to be considered for your consultant team. Please feel free to contact me if you have any questions. Sincerely, M, Elicabet Kiley, MAI Certified General Real Estate A, Certificate No. AGO05391 Expiration Date: April 13, 2014 Kiley Company 25F -20 Proposal for RFP NO 13 -075 for Right of Way Consulting and Related Services Special Area; (A1) Real Property Appraisal Services Qualifications, Related Experience and References Qualifications Elizabeth M. Kiley, MAI began her career appraising properties in Southern California more than 30 years ago, in that capacity she worked on numerous redevelopment project appraisals and right -of -way appraisals. In 1990 she founded The Kiley Company. Since then, a number of public agency appraisals have been completed including the widening of jamboree Road, Imperial Highway, Main Street, Grand Avenue, and the 1 -5 Freeway. Appraisals were prepared for Cities of Santa Ana, Orange, Irvine, Riverside, Paramount, Cathedral City, as well as OCTA and Caltrans. Over the years, numerous other right -of -way projects have been completed which are summarized in our qualifications package. The services we offer include full and part take right -of way appraisals, easement valuations, environmental and mitigation appraisals, litigation appraisals, consulting, market studies, leasehold/leased fee valuations, mass appraisals, surplus property valuations, highest and best use studies, appraisal review services and expert witness testimony for many property types. Elizabeth M. Kiley, Inc., DBA The Kiley Company, is an S- Corporation in the State of California, Our headquarters are centrally located in Tustin, Orange County, California. Our financial position is good with no current or previous bankruptcies, litigations, or mergers. Our address and contact information is as follows: Elizabeth M. Kiley, MAI President 2681 Dow Avenue, Suite E Tustin, California 92780 bkilev@kileycompany.com www.kilevcompanv.com 714 - 665 -6515 Phone 714 -665 -6514 Fax Page 1 25F -21 Related Experience The following is a partial list of some of our appraisal experience working with cities and government agencies on both state and federally funded projects. We are currently on appraiser panels for the Orange County Transportation Authority (OCTA), as well as the Cities of Irvine, Orange and Riverside. We were also a selected firm working on the Tehachapi Renewable Transmission Project (TRTP) for Southern California Edison (SCE). • Full take of an office building, Santa Ana • Full take of a liquor store, Santa Ana • Part take of 13 properties for road widening, Main Street, Orange • Part take of 8 properties for 1 -57 widening for OCTA, Anaheim • Part takes for Kramer Boulevard and Placentia Avenue Grade Separation Project for OCTA, Placentia, Anaheim and Fullerton • Part takes of 40 properties and full take of 4 properties for Tyler Street Road Widening Project, Riverside • Part takes of 23 properties for the E Street improvement project for Omnibus, San Bernardino • Part takes of 45 large commercial properties, Main and Jamboree Road, Irvine • Part takes of 25 commercial properties for road widening, Jamboree, Irvine • Appraisal of multiple properties for grade separation for a railroad under - crossing at Jeffrey Road and Sand Canyon, Irvine • Appraisals for road widenings, jamboree Road and MacArthur Boulevard • Partial acquisition for a well site for the Irvine Ranch Water District, Tustin • Part takes of 5 commercial properties, El Toro Road and Moulton Parkway widening, City of Laguna Woods • Acquisition of environmentally sensitive land, Rancho Santa Margarita • Part take of vacant commercial land for Metrolink Rail Station, Tustin • Part takes of 23 residential and commercial properties, Yorba Linda • Two acquisition appraisals for industrial properties, Fountain Valley Redevelopment Agency • Part Takes of 13 Residential properties, Upland Page 2 25F -22 References Michael Daniels, MAI Principle Real Estate Officer Los Angeles County Metropolitan Transportation Authority One Gateway Plaza Los Angeles, CA 90012 danielsmCcD metro. net Re: Multiple partial acquisition and full takes for the Westside Subway and Crenshaw /LAZ projects in Los Angeles. • Rich Edmond County of Orange 300 North Flower Street, 6th Floor Santa Ana, CA 92703 (714)667 -9678 Richard.edmond @rchnd.ocgov.com Re: Appraisals relating to properties owned by the County of Orange and OCFCD. Mark Winters, SR/WA Real Property Representative City of Orange 300 East Chapman Avenue Orange, CA 92866 (714)744.5558 mwi me rsO ci tvofo ra n ge. org Re; Appraisal of part takes of 13 properties for the Main Street Widening Project in Orange. Completed January 2010. David Guder Project Manager, Corporate Real Estate Southern California Edison 14799 Chester Street Westminster, CA 92683 (714)934 -0853 David.guderjgsce.com Re: Appraisal of full and part takes of over 100 properties as part of the Tehachapi Renewable Transmission Project, Segments 6, 7, 8, 9 and 11. Tim Kirkham Right -of -Way Administrator, Development and Engineering City of Irvine 1 Civic Center Plaza Irvine, CA 92623 (949)724 -6422 tkirkham(@ci.irvine.ca.us Re: Appraisal of proposed easement acquisitions of four parcels for the Sand Canyon Avenue /Metrolink Grade Separation Project in Irvine. Also worked with CPS[ on this assignment. Page 3 25F -23 Proposed Staffing and Project Organization Proposed Staffing Our appraisal staff hold the following licenses and designations. A complete Statement of Qualifications for Elizabeth M. Kiley, MAI, who is the principle and serves as the project manager, is included in the attached qualifications package. Brief summaries of our staff appraisers resumes are also included in the attached package. • Elizabeth M. Kiley, MAI Certified General Real Estate Appraiser, Certificate No. AG005391 (Founded the Kiley Company 23 years ago) • Stephanie L. Kavanaugh Certified General Real Estate Appraiser, Certificate No. AG030565 (12 years with the Kiley Company) • Meredith McDonald Certified General Real Estate Appraiser, Certificate No. AG043409 (11 years with the Kiley Company) • Steven Botts Certified General Real Estate Appraiser, Certificate No. AG031456 (8 years with the Kiley Company) • Mark Thompson Certified General Real Estate Appraiser, Certificate No. AG006122 (Over 5 years with the Kiley Company) • Michelle Cappo Certified General Real Estate Appraiser, Certificate No. 3001300 (New to the Kiley Company) • Ellen Netzer Trainee Real Estate Appraiser, Certificate No. AT008864 (Over 10 years with the Kiley Company) Page 4 25F -24 Hourly Rates Each appraisal assignment is unique and our fees are determined by the complexity of each individual assignment. We will provide a bid for each individual assignment based on the scope of work for that specific project or property at the time of request. Changes to the fixed prices only occur as a result of client initiated changes in the scope of work. To get an idea of our fee schedule, our hourly rates for real property appraisal and consulting services are as follows, with rush requests requiring overtime being billed at one and one -half times our regular rates: Elizabeth M. Kiley, MAI Senior Staff Appraisers - Certified General Office Manager /Administrative Staff $200 for Appraisal $450 Court Related $90 for Appraisal Services $60 for Administrative Duties Key personnel will include Elizabeth M. Kiley, MAI on all projects and staff appraisers as needed for individual assignments which may be part of the contract. All Kiley Company appraisers are located at our headquarters in Tustin, California. When assigned, most projects are handled by one full -time appraiser and the principal with research and administrative staff available. It is not possible at this time to determine what assignments our team will be working on. Each assignment will be bid based on the scope of work at our hourly rates. All assignments are reviewed, analyzed, and supervised by Elizabeth M. Kiley, MAI. Key personnel will be available for the duration of the project and will not be removed or replaced without prior written concurrence of the Authority. The Kiley Company organization and staffing provides the client with excellent quality, report delivery, deadline compliance and direct access to the principle. We are large enough to reliably deliver multiple appraisal assignments on time and small enough to be flexible and cost effective. Our project organization chart is included on the following page. 25F -25 Pages Project Organization Michelle Conway OFFICEMANAGER Sarah Phillips PROJECT COORDINATOR Paul Kim MARKETRESEARCH ANALYST Ellen Netzer TRAINEE REAL ESTATE APPRAISER Elizabeth M. Kiley, MAI PRESIDENT CERTIFIED GENERAL REAL ESTATEAPPRAISER Stephanie L. Kavanaugh CEWTIFMV GENERAL SENIOR RIGHT OF WAY REAL ESTATEAPPRAISER Meredith McDonald CERTIFIED GENERAL SEMOR RIGHT OF WAY REAL ESTA TEAPPR41SER Steven Botts CERTIFIED GENERAL SENIOR RIGHT OF WAY REAL ESTA TEAPPRAISER Mark Thompson CERTIFIED GENERAL REAL ESTATEAPPRAISER Michelle Cappo CERTIFIED GENERAL RFAL ESTA TFAPPRAISER 1611gpp'IpIny Page 6 Statement of Understanding and Work Plan Statement of Understanding We have reviewed the RFP and understand that the City of Santa Ana is seeking to establish a team of consultants for various specialty areas related to right -of -way projects. We would like to be considered for Specialty Area: (At) Real Property Appraisal Services. We are confident that our ability to deliver complete and accurate appraisals, with individual assignment details being given on an as- needed basis. As outlined in the Scope of Work for Specialty area (A1), we will be able to perform the following tasks: • Real Estate Appraisals for fill and partial takes • Prepare Appraisal Summary Statements • Evaluate Agency's Landscape Setback requirements • Prepare detailed appraisals or consultations for condemnation appraisals • Coordinate with Fixtures and Equipment Appraisers • Coordination with Business Goodwill Appraisers • Communicate with property owners • Prepare all necessary correspondence, letters and reports • Provide effective communication with all parties involved in transaction • Comply with federal, state and local regulations • Create files and maintain all records • Provide condemnation consultations • Attend meetings /public hearings and conduct presentations • Provide expert witness testimony • Coordinate and review of Phase I and Phase 11 Environmental Studies • Obtain appraisals for each acquisition prepared in accordance with State of California Laws and the Uniform Standards of Professional Appraisal Practice (USPAP) • Review appraisal report and prepare an Appraisal Summary Statement • Coordinate, direct and obtain review appraisals in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act (Uniform Act) and Caltrans guidelines • Seek any corrections or revisions deemed appropriate 25F -27 Pagel Work Plan Each appraisal request is unique, but most require the standard appraisal methodology established by the Appraisal Institute. Regulations and guidelines for the preparation of appraisal reports will be followed. Each report will be: • Written by an appraiser that is licensed and certified as required by the State of California; • Made in compliance with Uniform Standards of Professional Appraisal Practice, The Code of Professional Ethics, the Standards of Professional Practice of the Appraisal Institute, Eminent Domain Laws, State and Federal Uniform Relocation Assistance and Real Property Acquisition Policies, Caltrans Right of Way Manual Chapter 7, and any other appropriate regulations as applicable; • Completed with Appraisal Summary Statement with attachments that conform to the requirements of California Government Code, Section 7267.2; and • Completed with a description of all real property items, pertinent property data, date of value, discussions of highest and best use, narrative explanation of approaches to value, summary and tabulation of market data, analysis of market data, and conclusions of value, including severance damages and benefits, if applicable. All assignments will be completed under a comprehensive internal project management framework which ensures the highest quality analysis, client communication, and on time delivery. All assignments are reviewed by the principal throughout the project to ensure appropriate valuation practices. We will maintain work files with all information gathered during the assignment and will submit them to the City on request. The generic framework for appraisals is as follows: • Receipt of authorization • Review of scope of work by principal and appraiser • Review of material received by the principal and appraiser • Clarification of any questions with client by principal and appraiser • Letter of Intent to Appraise by principal and appraiser • Collection of market data by principal and appraiser • Inspection of the subject property by principal and appraiser 25F -28 Page 8 • Inspection of comparable sales data by appraiser • Description of property and project by principal and appraiser • Determination of highest and best use by principal and appraiser • Develop approaches to value by principal and appraiser • Reconciliation of approaches to value by principal and appraiser • Part Takes • Review of damages and special benefits by principal and appraiser • Consideration of existing easements by principal and appraiser • Appraisal of the after value by principal and appraiser • Valuation of any TCE by principal and appraiser • Conclusion and compensation by principal and appraiser • Communicate findings to client by principal and appraiser • Attendance of any meetings during project by principal and appraiser Project Schedule Although approximate, our schedule usually proceeds as listed below. For appraisals that require completion within a shorter time period, adjustments can be made to complete the appraisal within a shorter time frame. • Receipt of authorization to proceed • First week- market research and preliminary analysis • Second week- site inspections • Third week- analysis and valuation report write -up • Fourth week- report preparation, completion, and delivery to client Error Free Submissions With over 23 years in operation and a team of appraisers, the Kiley Company is excellent at meeting deadlines. Additionally, quality control is always a priority and involves multi level process: • Principal involvement throughout the appraisal process, including: determination of the scope of work, comparable sales selection, meetings, analysis and conclusions • All reports are sent to outside, professional proof readers • All reports are read and reviewed in detail by principal prior to delivery 25F -29 Page 9 Projects Back to Schedule With over 23 years of appraisal project management experience, the Kiley Company operation and format generally prevent delays from our firm. However, general project delays or changes can occur. Our mid -sized organization provides direct communication with the principal who can instantly solve and redirect staff if necessary. Additional staff is available to support if time or issues require. We have a clear advantage over the single practitioner who may not be able to add staff to fast track or redirect projects, Client service is always a priority. Strengths as Appraisers As a local business that has been in Orange County for over 23 years, the Kiley Company is extremely familiar with the Southern California area. The Kiley Company team is also able to confidently take on various types of appraisals, ranging from smaller assignments to larger and more complicated assignments due to the level of experience of our principal appraiser, Elizabeth M. Kiley, MAI. She and her team have completed a wide range of valuations for acquisition and right -of -way services and feel comfortable managing multiple assignments concurrently. Our particular strengths include, but are not limited to: • Experience- 23 years of business is Orange County • Expertise- MAI, and State Certified General Designations • Quality- Established project management and quality control • Delivery- Licensed appraisal staff to complete projects on time • Communication- Principal is active in all assignments • Cost- Efficiency of organization provides cost savings to clients • DBE, WBE and SBE Certifications assists client in meeting diversity goals Fee Proposal Please see our fee proposal in the separate enclosed envelope. Certifications Please also see the following attached forms included in the RFP: • Exhibit C -1: Non - Collusion Affidavit • Exhibit G2: Non - Lobbying Certification 25F -30 Page 10 APPENDIX EXHIBIT C -1: NON - COLLUSION AFFIDAVIT CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL RIGHT OF WAY SPECIALTY SERVICES RFP NO.: 13-075 NON - COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non - collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non - collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the cVrti f'kef to criminal prosecution. Signed State of California \ 1 County of \ \_./'/ � Subscribed and sworn to (or affirmed) before me on this day of VCGeW 2012, by zc be }�I 1�1 K1 Jay proved to me on the basis of satisfactory evidence to be the persons) who appeared before me. � KEVtN CANN4N COMM..,t983i51 ,,j � a* NOTARYPUBI.IGCAIJF'pANIA OWWrE COUNTY �y ++1 Tenn E%p.Ozn. t5, 2015 Notary Public Signature Notary Public Seal THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP 13 -075 Pa a 28 25 F -31 25F -32 _ APPENDIX EXHIBIT C -2: NON - LOBBYING CERTIFICATION CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL RIGHT OF WAY SPECIALTY SERVICES RFP NO.: 13 -075 The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for Influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. if any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities ". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Kin U i,h rn UI � YI Signed and Printed Name: i t Title fra Gl("o Date Lai \" 2.0e THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP 13 -075 Page 29 25F -33 25F -34 APPENDIX Qualifications Package Appraiser License DBE, WBE and SBE Certifications 25F -35 25F -36 L] E ' ' s Y STATEMENT OF QUALIFICATIONS Kiley Company offers real estate appraisal, review and consulting services in Southern California including Orange, Los Angeles, Riverside, San Bernardino and San Diego Counties. Services include appraisals and valuations for lending purposes, limited reports, market surveys, rental surveys and general consulting. Mass appraisals and multiple property acquisitions from negotiations to close of escrow are available. Condemnation valuations, acquisition reports and expert witness testimony are major components of our practice. In 2003, a separate small apartment appraisal division was added as well as an appraisal review division. Our areas of real estate expertise include: • Vacant Land ■ Apartments and Condominiums • Residential Subdivisions ■ Leasehold and Leased Fees • Office Buildings • Retail Centers • Industrial Buildings • Auto Dealerships • Acquisitions • Distressed Properties • Eminent Domain • Tax Appeals • Mass Appraisals • Redevelopment and Reuse Kite Company 25F -3F THE MAI DESIGNATION The MAI professional membership designation is awarded by the Appraisal Institute to individuals who have extensive experience in the appraisal of commercial and industrial properties, as well as residential and other types of real estate. MAI members must fulfill stringent education requirements, obtain applicable work experience and demonstrate skill in the intricacies of real estate valuation. MAI members are committed to practicing their profession according to a strict Code of Professional Ethics and Standards of Professional Appraisal Practice. Additionally, MAI members must hold a college degree and demonstrate their ability to prepare appraisal reports which meet the standards of the Appraisal Institute. To maintain their status, MAI members also fulfill continuing education requirements. The requirements for education hours, courses and experience substantially exceed those of the State of California for Certified General Real Estate Appraiser licensing. The MAI designation is a symbol of assurance of the highest caliber appraisal services. 25F -38 ELIZABETH M. IGLEY, MAI STATEMENT OF QUALIFICATIONS EMPLOYMENT Appraiser /Consultant/President, 1990 to Present Elizabeth M. Kiley, Inc., DBA Kiley Company, Tustin, CA Assistant Vice President/Senior Appraiser, 1984 to 1989 Interstate Appraisal Corporation, Newport Beach, CA Chief Appraiser /Commercial Underwriter, 1982, 1983 to 1984 Cambridge Capital Group, Santa Ana, CA Appraiser, 1982 to 1983 Harold Davidson & Associates, Los Angeles, CA Senior Appraiser, 1979 to 1981 Bank of America NT & SA, Riverside /San Bernardino District, CA EDUCATION Bachelor of Science, Business Administration, 1974 San Diego State University, San Diego, CA Aapraisal Courses Appraisal Principles; Appraisal Procedures; Income Capitalization; Advanced Income Capitalization; Standards of Professional Practice A, B & C; Report Writing and Valuation Analysis; Litigation Valuation; Case Studies in Real Estate Valuation; Mold, Pollution and the Appraiser; The Nuts and Bolts of Green Building for Appraisers; USPAP Professional Seminars 2011 Estate Tax Changes; Update on Climate Change Regulations Affecting Local Governments; Litigation Valuation; Condemnation- Partial Takes and Super Funds Sites; Property Acquisition, Appraisal, and Relocation in an Upside Down Market; Appraising in a Declining or Changing Market; Appraising Apartments; Leasehold Valuation; Easement Valuation; Appraising in the New Regulatory Climate; Feasibility Analysis and Highest and Best Use; Faculty Training Seminar; Federal and State Law and Regulation Workshop; Service Station; Restaurant Seminar; OCTA Partial Take Appraisal Workshop; Moderator E- commerce Panel, 2000 Summer Conference EXPERIENCE COMMercial High -rise, mid -rise and garden offices; community and neighborhood shopping centers; single tenant NNN properties; convenience stores; restaurants and fast -food stores; auto dealerships; service stations; bank branches; special -use properties; valuation of fee simple, leased fee, and leasehold interests Industrial Existing and proposed multi - tenant industrial parks; single- tenant buildings; research and development buildings; and self - storage facilities Ki12�5F -3a9y ELIZABETH M. IQLEY. MAI (Continued) Residential Apartments; proposed subdivisions; condominium complexes; apartment conversions and CBD lofts; mass appraisal for acquisitions VacarrtLand Planned community developments; business parks; industrial subdivisions; commercial sites; agricultural land; desert land; and Indian Trust property Liti ag tion Whole and partial take condemnation appraisals; redevelopment agency analyses; ground lease negotiations; bankruptcy appraisals; foreclosures; partnership valuations; estate tax valuations; and contaminated properties Public Agency Railway corridors; transmission line easements, easement upgrades, and electrical substations; open space valuations; water tank sites; libraries; fire stations; correctional institutions; freeway widenings; railroad grade separations QUALIFICATIONS MAI Designation No. 8339, Appraisal Institute Certified General Real Estate Appraiser, Certificate No. AG005391, State of California Expert Witness, Superior Court of California, Los Angeles and Riverside Districts Expert Witness, U. S. District Court, Los Angeles Expert Witness, U. S. Bankruptcy Court, Central District, Los Angeles and Orange Counties Qualified Instructor, Appraisal Principles Course, Appraisal Institute Qualified Instructor, Legal Consideration in Appraisal, Cal State Fullerton AFFILIATIONS &L rtdsal lnsliCUCe Elected Regional Representative, 2011; Public Relations Chair, 2003; Moderator for Summer Program, 2000; Executive Committee Member, 1995 to 1996; Member National Public Relations Committee, 1994 to 1996; Assistant Secretary, 1994; Public Relations Chair, 1993; Representative, Regional Committee, 1992 to 1996; Program Chairperson, Orange County, 1991; Co- chair, Highest and Best Use Seminar, 1991; Co- chair, Easement Valuation Seminar, 1990 Commercial Real Estate Women 4CREW- Orange County Regional Conference Chair, 1998; First Vice President, Marketing Publications Chair, 1994 to 1996; Network President, 1991; Membership Chair, 1990; Program Chair International Right- ofWavAssociation Public Agency Liaison, 2011 Member, Board of Directors 2009 and 2010 1997; Second Vice President, 1995; Lunch Program Chair, 1993; Chapter '1990 Presenter for 2010 Spring Seminar - How Energy is Changing Land Use and Values Vile Compan 15F -4d r SAMPLE PROJECT LIST RIGHT-0F -WAY Part takes of over 100 parcels for SCE, Tehachapi Renewable Transmission Project Full takes of 15 parcels for the SR -91 Corridor Improvement Project, Corona Part and full takes of 19 parcels for the SR -91 Widening Project, Anaheim Part takes of 20 properties related to the Ominitrans sbX E Street Project, San Bernardino Part takes for OCTA, SR -57 Freeway Widening, Placentia and Anaheim Part takes for OCTA, Kramer Boulevard and Placentia Avenue Grade Separation near the Burlington Northern Santa Fe (BNSF) Railroad Tracks, in Placentia, Anaheim and Fullerton . Grade separation for railroad under - crossing at Jeffrey Road and Sand Canyon, Irvine Part take of vacant commercial land for Metrolink Rail Station, Tustin Acquisition of environmentally sensitive open space, Rancho Santa Margarita Part takes of 23 residential & commercial properties, Yorba Linda Part takes of 45 large commercial properties, Main & Jamboree Road, Irvine Part takes of 3 commercial properties, Bristol Street, Costa Mesa Part takes of 5 commercial properties, El Toro Road & Moulton Parkway, Laguna Woods Part takes of 4 commercial properties, Harbor Boulevard, Costa Mesa Part take of vacant commercial land for Metrolink Rail Station, Tustin Part takes of 25 commercial properties for road widening, Jamboree Road, Irvine Part takes of 6 commercial properties for road widening, Huntington Beach Part takes of 4 industrial properties for storm drainage, Rialto Part takes of commercial and residential properties for new off ramp, San Clemente Full take for post office site, Pomona Redevelopment Agency Full and part takes of residential and commercial properties for a proposed off -ramp for CalTrans, Cabazon LITIGATION Re -use appraisal of auto sales center, Westminster Redevelopment Agency Apartment/condominium conversion of 325 unit complex, U.S. Bankruptcy Court 3 industrial buildings, U.S. Bankruptcy Court 95,000 square foot retail center, U.S. Bankruptcy Court Historical valuation of commercial land, Superior Court Historical valuation of commercial land for tax appeal, Irvine Historical valuation of 20 -unit apartment complex, Redondo Beach Industrial building with land contamination, Santa Ana Foreclosure of residential subdivision, Rialto Foreclosure of residential subdivision, Chino Hills Foreclosure of auto service center, Fontana 7 properties, 16 dates of value, Superior Court 45,000 square foot retail center, U.S. Bankruptcy Court Raw land, Superior Court 240 unit apartment complex, U.S. Bankruptcy Court 54 unit subdivision, U.S. Bankruptcy Court Easement Valuation, Land fill, Superior Court Fair market rental valuation, Superior Court Ground lease rental dispute mobile home park, Anaheim Unit apartment complex, condemnation, code violations, Chino Kit 541 SAMPLE PROJECT LIST(Continued) RESIDENTIAL SUBDIVISIONS 98 Proposed Homes, Monterey Hills 25 Proposed Homes, Santa Clarita 40 Proposed Homes, Lancaster 121 Lots, Playa Del Rey 10 Luxury Homes, Rancho Santa Fe 100 Lots, Orange 82 Proposed Homes & Lots, Castaic 11 Proposed Homes, Whittier 15 Proposed Homes & Lots, Irvine 16 Homes, Placentia Proposed Homes, Stevenson Ranch 9 Proposed detached condominiums, Tustin Proposed Homes & Lots, Santa Clarita 21 Proposed Homes & Lots, Fullerton 56 Homes & Lots, Calabasas 11 Luxury Homes with docks, Long Beach 39 Homes and Lots, Rubidoux 25 Homes and Lots, Dana Point 53 Proposed Homes and Lots, Anaheim Hills 161 Proposed Townhomes, Newport Beach 15 Condominiums, Indio 119 Lots, Moreno Valley 34 Homes and Lots, Perris 144 Homes and Lots, Corona 64 Homes and 256 Lots, Laguna Niguel 11 Luxury Homes, Rancho Cucamonga 126 Homes and Lots, Rancho California 212 Homes and Lots, Corona 33 Residential Lots & Homes, San Marcos 12 Homes, Highland 3 Subdivisions, Murrieta Subdivision, Cypress 196 Lots, Rancho Cucamonga 52 Homes, Thousand Oaks RETAIL / COMMERICAL Power Center, Irvine Sub - regional mall, Rancho Palos Verdes Sub - regional mall, Rosemead Neighborhood shopping center, La Mirada Neighborhood shopping center, Covina Proposed shopping center, Highland Strip retail center, Lake Forest Home Depot, Santa Ana Strip retail center, El Toro K -Mart Center, Westminster K -Mart Center, Laguna Hills Target/Von's Pavilion Center, Westminster Price Savers, Stanton Neighborhood shopping center, Hemet Brea Super Blocks I & II Retail /office complex, Temecula Retail center leasehold, Orange Huntington Oaks Shopping Center, Monrovia Bank branch, Anaheim Commercial land, Pasadena Retail /office /theater complex, San Juan Capistrano Best Products Center, Torrance Culver Center, Culver City Neighborhood Center, Fountain Valley Sylmar Square, Sylmar Millers Center, Rancho Cucamonga Neighborhood Center, Gardena Food 4 Less, Rialto & Corona Rite Aid Drugstores Neighborhood Center, Temecula OFFICES 3 -Story building, Anaheim 8 -Story building, Irvine Spectrum 4 -Story building, Irvine Spectrum 5 office buildings, Santa Ana Business park, Hesperia Multi- tenant office park, Moreno Valley Office/bank building, Newport Beach Office /bank building, Lakewood 2 Office buildings, Culver City & Downey Historical renovation, Stevens Square, Tustin Medical office, Tustin Two office buildings, Orange Single tenant office, Newport Beach Office complex, Rancho Bernardo 2 -Story office building, Placentia Single tenant office, San Bernardino tclte�5F P4� SAMPLE PROJECT LIST (Continued) INDUSTRIAL 400,000 square foot R &D, Irvine Pepsi -Cola Plant, Buena Park Single- tenant industrial building, Commerce Multi - tenant complex, Irvine Multi- tenant complex, San Dimas Business park, Walnut Multi- tenant complex/lots, Moreno Valley Multi- tenant business park, Westlake Multi- tenant business park, Brea Industrial building, Santa Ana Industrial building, Anaheim R & D building, Irvine Auto service center, Mission Viejo Auto service center, Ontario Auto service center, Upland Multi- tenant business park, Temecula Multi - tenant business park, Victorville 2 Industrial buildings, Santa Fe Springs Multi- tenant business park, Redondo Beach Industrial Building, Monrovia 100,000 square foot bldg, Rancho Cucamonga 100,000 square foot, City of Industry APARTMENTS / CONDOMINIUMS Loft conversion, Los Angeles Condominium conversion, Laguna Niguel Condominium conversion, Santa Ana 101 unit senior housing, Oxnard 325 Units, Laguna Niguel 304 Units, Riverside 400 Units, Huntington Beach 74 Units, Anaheim 154 Units, Garden Grove 100 Units, Rialto 62 Units, Redlands 63 Units, La Mesa 98 Units, Tustin 13 Units, Beverly Hills 15 Units, Century City 24 Units, Beverly Hills 310 Units, Vista 256 Units, Santa Ana 130 Units, Anaheim SPECIAL USE PROPERTIES Mass appraisal and acquisition services, 70 properties, Riverside County 12 Service stations for Exxon Service Stations for Shell Oil Service Stations & Equipment Health Club Marina and private club Medical laboratory Mini- storage facility, Huntington Beach Desert land Ranches Easement valuation Ground lease valuations Mobil home park, ground lease SO acre medical manufacturing facility Utility substation site SCE Easement, Gardena SCE Easement, The Desert Water Tank Easement, La Puente Metrolink/Rail stations Excess land transportation corridor &70 DEALERSHIPS Tustin Dodge 14 Auto Drive, Irvine MacHoward Leasing Brea Nissan Caliber Motors, Anaheim Westminster Geo Simi Valley, Buick Alhambra GMAC Pomona Auto Ma11 MCPeck Dodge, Anaheim Ford West, Artesia Huntington Beach Chrysler Jeep Hummer MacPherson Ford. Tustin MacPherson Infinity, Tustin MacPherson Toyota, Tustin MacPherson Leasing, Tustin Tuttle Click Ford, Irvine Tuttle Click Chrysler, Irvine San Bernardino Chevrolet Fullerton Dodge Tustin Cadillac 101 1 ell Company f0 -43 PARTIAL LIST OF CLIENTS FINANCIAL INSTITUTIONS American Security Bank AVIVA Capital Management Bank of California Bank of Montreal Bank of the West Broadway Federal Bank California Bank & Trust California Republic Bank Cathay Bank Central Pacific Bank Commercial Bank East West Bank First Foundation Bank GE Capital Corporation GMAC Commercial Mortgage Golden State Bank Housing Capital Company IMPAC Multi Family Lending ING Johnson Capital JP Morgan Chase Morgan Stanley Nationwide Insurance Company NorthMarq Capital Orange County's Credit Union Pacific Mercantile Bank Pacific Western Bank Plaza Bank PNC Real Estate Finance ProAmerica Bank P.P.M. America Prudential Mortgage Capital Company RBC Builder Finance Santa Clara Valley Bank Sanwa Business Credit Corporation Stancorp Financial Group Sun Life Insurance Company Sunwest Bank The Private Bank of California US Bank Wedbush Bank WestCap Corporation PUBLIC ENTITIES CA Department of Transportation (CALTRANS) Cathedral City City of Hawaiian Gardens City of Indian Wells City of Irvine City of La Canada Flintridge City of Laguna Hills City of Lake Forest City of La Palma City of Orange City of Paramount City of Pomona City of Riverside City of San Clemente City of San Juan Capistrano City of Santa Ana City of Stanton City of Tustin City of Upland City of Yorba Linda City of Westminster Colton Joint Unified School District County of Orange Irvine Ranch Water District (IRWD) Los Angeles County Metropolitan Transportation Authority (LA Metro) Los Angeles Department of Water & Power (LADWP) Morongo Indian Tribe Omnitrans Orange County Transportation Authority (OCTA) Riverside County Transportation Commission (RCTC) Redlands Unified School District San Bernardino Associated Governments (SANBAG) San Bernardino County Economic Development Agency (EDA) San Gabriel Valley Water Company San Jacinto Unified School District Snowline Joint Unified School District Southern California Edison TLG Group Real Estate /Public Finance Wildan K;1e 5P Z OTHER CLIENTS ATTORNEYS Anaheim Mercedes Best Best & Krieger ARCO Brobeck, Phleger & Harrison Brandywine Development GB Richard Ellis In -house Counsel California Property Specialists, Inc Darling, Hall & Rae Catellus Residential Group Feld Law Office CBRE Capital Markets, Inc. Ferruzzo & Ferruzzo Century Life of America Gibson, Dunn & Crutcher Corman Leigh Communities Morrison & Foerster EPIC Land Solutions, Inc. Newmeyer & Dillion Equiva Services, LLC O'Melveny & Myers LLP Exxon Corporation Rutan & Tucker Fieldstone Development Snell & Wilmer First Regional Capital Advisors Urland, Morello, Dunn & Maynard Forecast Homes Voss, Cook & Thel Granite Homes Winthrop Couchot Greystone Homes Wilson Turner Kosmo LLP HDR Engineering, Inc Woodruff, Spradlin & Smart Interstate Consolidated Industries Land Grant Development Low Income Investment Fund MacPherson Automotive Melia Homes Mercy House McGaw, Inc. Overland, Pacific & Cutler, Inc. Paragon Homes Paragon Partners Pepsi Bottling Polygon Homes Rite Aid Corporation Sakioka Farms Shell Oil Company Spectrum Land Services Tuttle Click Automotive Union Oil Company Young Homes Kflgygpq Mr. Bill Mock Right -of -Way Administrator Orange County Transportation Authority 550 South Main Street Orange, CA 92863 (714) 560 -5737 Re: Various right -of -way projects Mr. Robert Enriquez Senior Right-of-Way Agent CalTrans- District 12 100 South Main Street Los Angeles, CA 90012 (213) 897 -0780 Re: Freeway and Road Widenings Mr. Tim Kirkham, Right -of -Way Administrator City of Irvine 1 Civic Center Drive Irvine, CA 92713 (949) 724 -6422 Re: Partial Acquisitions for Road Widening Mr. Mark Winters SR/WA Real Property Representative Public Works Department 300 East Chapman Avenue Orange, CA 92866 (714) 744 -5558 Re: Partial Acquisitions Mr. Ray Armstrong President Overland, Pacific & Cutler, Inc. 100 West Broadway, Suite 500 Long Beach, CA 90802 (800) 400 -7356 Re: Partial Acquisitions for Road Widenings Mr. Joe Perez, Director of Community & Economic Development City of Paramount 16400 Colorado Avenue Paramount, CA 90723 (562) 220 -2038 Re: Industrial and Residential Sites Mr. David Guder Project Manager, Corporate Real Estate Southern California Edison 14799 Chestnut Street Westminster, CA 92619 (714) 453 -5358 Re: Open Space/ Transmission Line Appraisals Mr. Rich Edmond �p County of Orange 300 North Flower Street, 6th Floor tfi c Santa Ana, CA 92703 (]�-7 (714) 834 -2594 v� Re: Excess Land Valuation and Part -Takes Mr. Robert Jacobson Treasury Manger Irvine Ranch Water District 15600 Sand Canyon Avenue Irvine, CA 92619 (949) 453 -5358 Re: Land Valuation /Partial Acquisitions for Road Widening Mr. Joseph P. Peterson President Spectrum Land Services 725 Town & Country Road, Suite 410 Orange, CA 92868 (714) 568 -1800 Re: Various Right -of -Way Projects Mr. Raymond M. Fong Deputy Executive Director of Redevelopment City of Pomona Redevelopment Agency 505 South Garey Avenue Pomona, CA 91769 (909) 620 -2410 Re: Various Redevelopment Projects Mr. Ken Rosenfield City of Laguna Hills 24035 El Toro Road Laguna Hills, CA 92653 (949) 707 -2655 Re: El Toro Road Part -Takes K11Y5F 46 Mr. Mark Rebal Executive Vice President/Chief Credit Officer California Republic Bank 1400 Newport Center Drive, Suite 150 Newport Beach, CA 92660 (949) 290 -9710 Re: Office and Industrial Mr. Norman Kallan Senior Vice President, Chief Review Appraiser Housing Capital Company 3200 Bristol Street, Suite 800 Costa Mesa, CA 92626 (714) 433 -2300 Re: Residential Subdivisions; Reviews Ms. Nancy Pepper Vice President, Real Estate Group Commercial Bank One Pointe Drive, Suite 100 Brea, CA 92821 (714) 482 -2203 Re: Residential Subdivisions Mr. Al Degrassi Senior Vice President Plaza Bank 19900 MacArthur Boulevard, Suite 190 Irvine, CA 92612 (949) 225 -6134 Re: Commercial Properties Mr. Larry Lake President Lake Development Group, Inc. 20241 S.W. Birch Street, Suite 102 Newport Beach, CA 92660 (949) 221 -0060 Re: Retail and Commercial Properties Mr. Cameron Brown Coordinator, Facilities Planning Services Redlands Unified School District (909) 748.6730 Re: Commercial Land Valuation Mr. Craig Rommel Senior Vice President WestCap Corp 18012 Sky Park Circle, Suite 100 Irvine, CA 92614 (949) 756 -2520 Re: Office, Industrial and Retail Mr. William Landy, MAI Senior Commercial Review Appraiser Bank of the West 1977 Saturn Street Monterey Park, CA 91755 (323) 727 -3975 Re: Subdivisions, Commercial Properties Ms. Sharon Kline Senior Vice President CBRE Capital Markets, Inc. 3501 Jamboree Road, Suite 500 Newport Beach, CA 92660 (949) 509 -2115 Re: Commercial, Restaurants and Retail Mr. Chris Froboese, MAI Consultant, Chief Appraiser Sunwest Bank 22431 Antonio Parkway Rancho Santa Margarita, CA 92688 (949) 858 -5600 Re: Retail, Commercial Properties, Proposed Single - Family Residences Ki1L gr -4 / Thomas Ferruzzo, Esq. James J. Ferruzzo, Esq. Ferruzzo & Ferruzzo, LLP 3737 Birch Street, Suite 400 Newport Beach, CA 92660 (949) 608 -6900 Teresa Farrell, Esq, Andrea Neuman, Esq. Joseph Busch, III, Esq. Gibson, Dunn & Crutcher, LLP 3161 Michelson Drive Irvine, CA 92712 (949) 451 -3800 Craig Boss, Esq. Wally Rosval, Esq. CB Richard Ellis (in -house counsel) 533 Fremont Avenue, 7th Floor Los Angeles, CA 90071 (213) 613 -3430 Richard L. Stack, Esq. Darling, Hall & Rae 520 South Grand Avenue, Los Angeles, CA 90071 (213) 683 -5281 John Dietrich Partner Atkinson, Andelson, Loya, Rudd & Romo 3450 14`h Street, Suite 420 Riverside, CA 92501 (951) 683 -1122 Doug Dennington, Esq, Neila Bernstein Dave Cosgrove, Esq. Rutan & Tucker, LLP 611 Anton Boulevard, 14th Floor Costa Mesa, CA 92626 (714) 641 -5100 Paul J. COUchot, Esq. Sean A. O'Keefe, Esq. Winthrop Couchot, P.C. 660 Newport Center Drive, 4th Floor Newport Beach, CA 92660 (949) 720 -4100 Pamela Zylstra, Esq. Attorney of Law 7th Floor 28672 Vista Ladera, F -610 Laguna Niguel, CA 92677 (949) 388 -1330 Jane Samson, Esq. Newmeyer & Dillion LLP 895 Dove Street, 5th Floor Newport Beach, CA 92660 (949) 854 -7000 William Lobel, Esq. Irell & Manella, LLP 840 Newport Center Drive, Suite 400 Newport Beach, CA 92660 (949) 760 -0991 Richard Feld Feld Law Office 20241 S.W. Birch Street, Suite 102 Newport Beach, CA 92660 (949) 660 -8040 Ki1L 6r -4ii CALIFORNIA UNIFIED CERTIFICATION PROGRAM DISADVANTAGED BUSINESS ENTERPRISE CERTIFICATE KILEY COMPANY 2681 DOW AW p ll TUSTIN, CA 92780 Owner :ELIZABETH KILEY Business Stmetare: CORPORATION This certificate acknowledges that said firm is approved by the California Unified C: riitleadon Program (CUCP) as a Disadvantagedllusleess Enterprise ()DE) as defined by the U.S. Department of Transportation (DOT) CFR 49 Part26, as may be amended, for the followingNAIC6 codes: NAICS Coda(s) • Indicates primary NAICS code • 531320 Offices of Real Estato Appraisers Work Category Code(s) H6531 REAL ESTATE APPRAISERS &BROKERS Licenses CERTIFYING AGENCY: UCP F3nttNumber: 832 DEPARTMENT OF TRANSPORTATION !'-^ fj 1823 14TH STREET, MS 79 SACRAMENTO, CA 958140000 "' September 29, 2007 (916) 324 -1700 €2TCP OFFICER It is CllCP' >p.lky.dabjed to promoteandnWntmn• lewl plapftfdd for DBEsk Ca0W to on FedenN4R mnkuk.We engtt oondisarinnnadon ht t enard and a dminktrauon oM. S.DOT W0.4emkaek hued en mexcnolromepte ar49CFR pum rl and 34 25F -49 SUPPLIER CLEARINGHOUSE CERTIFICATE OF ELIGIBILITY CERTIFICATE EXPIRATION DATE: 07 -11 -2016 The Supplier Clearinghouse for the Utility Supplier Diversity Program of the California Public Utilities Commission hereby certifies that it has audited and verified the eligibility of: Elizabeth M. Kiley, Ine., dba Kiley Company of Tustin, California as a H'BE pursuant to Commission General Order 156, and the temis and conditions stipulated in the Verification Application Package. This Certificate shall be valid only with the Clearinghouse seal affixed hereto. Eligibility must be maintained at all times, and renewed within 30 days of any changes in ownership or control. Failure to comply may result in a denial of eligibility. The Clearinghouse may reconsider certification if it is determined that such status was obtained by false, misleading or incorrect information. Decertification may occur if any verification criterion under which eligibility was awarded later becomes invalid due to Commission ruling. The Clearinghouse may request additional information or conduct on- site visits during the term of verification to verify eligibility. This certification is valid only for the period that the above named firm remains eligible as determined by the Clearinghouse. Utility companies may direct inquiries concerning this Certificate to the Clearinghouse at 800- 359 -7998 in Los Angeles. VON: 7EN00025 25F -50 Determination Date., 0711 -2013 10. March 1, 2013 Los Angeles County One Gateway Plaza 217.922.200o Tel Metropolitan Tlansportation Authority Los Angeles, CA 90012 -2952 metmnet Elizabeth M. Kiley Elizabeth M. Kiley, Inc. dba Kiley Company 2661 Dow Ave., Suite E Tustin, CA 92780 Re: Small Business Enterprise Certification Dear Ms. Kiley: Metro Fife * 6177 We are pleased to advise you that after careful review of your application and supporting documentation, the Los Angeles County Metropolitan Transportation Authority (Metro) has determined that your firm meets the eligibility standards to be certified as a Small Business Enterprise (SSE) as required under the Metro SBE Program. Your firm will be listed in the Metro SBE database of certified SSEs under the following specific areas of expertise: NAICS (2007) Description Size Standard 531320 Offices of Real Estate Appraisal $22.41 million Your SBE certification is good for five years from the date of this letter and applies only for the above NAICS 2007 codes. Requests for additional or revised NAICS 2007 codes must be made in writing to Metro. After the five -year certification period, your entire file will be reviewed In order to ascertain continued SBE certification status. You will be notified of the pending SBE status review and any documentation updates necessary prior to the expiration date. Should any changes occur that could affect your certification status, such as changes in your firm's name, business /mailing address, ownership, management or control, or failure to meet the applicable business size standards or personal net worth standard, please notify Metro immediately. SSE certification is subject to review at any time. Metro reserves the right to withdraw this certification If at any time it is determined that certification was knowingly obtained by false, misleading, or Incorrect information. Metro also reserves the right to request additional information and /or conduct on -site visits at any time during the certification period. The firm thereby consents to the examination of its books, records, and documents by the Metro. Congratulations, and thank you for your interest In Metro's SBE Program. I wish you every business success and should you have any questions, please contact us at 213 -922 -2600. For information on Metro contracting opportunities, please visit our website at www.metro.net. Sincerely, 'Shirley Wong Certification Representative Diversity & Economic Opportunity Department C \Oncuumnvvd 4tttilµdyaruiuvlUly UuuimnalalCGRTIFICRTIUMfnb Wud1W. Yl,inry W„va,0 FYnuaLL'ttmbe0 M.W @y, YR dYV S,}rytympauy SG4dw SmaN Buxlnesr CediBletina UR& Ono Gateway Plaza, Mall snip 99.54, loo Angeles, CA 90912.2952 Fh:213- 922 -2600 Nw213422.7660 25F -51 feel] 25F -52 EXHIBIT B FEESCHEDULE Fee Proposal Each appraisal assignment is unique and our fees are on a fixed price basis determined by the complexity of each individual assignment, We will provide a bid for each Individual assignment based on the scope of work for that specific project or property at the time of request. Changes to fitted prices oniy occur as a result of client Initiated changes in the scope of work To get an idea of our fee schedule, our hourly rates for real property appraisal and consulting services are as follows, with rush requests requiring overtime being billed at one and one -half times our regular rates: 25F -53 25F -54 AGREEMENT FOR PROVISION OF PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this 4th day of February 2014 by and between Hennessey & Hennessey, LLC, a California Limited Liability Company (hereinafter "Consultant ") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of real property appraisal services. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. hr undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall provide all labor, materials, tools, equipment, services and incidental customary work required to fully and adequately provide real property appraisals, as set forth in City's Request for Proposals 13 -075 — On -Call Right of Way Specialty Services, attached as Exhibit A, as more specifically described in Consultant's Proposal, attached as Exhibit A -1. All attached Exhibits are incorporated by this reference. Consultant services shall be provided on an on -call basis at the written request of the Executive Director of Public Works, or his designee. 2. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B, attached hereto and incorporated by reference. The total sum to be expended by City under this Agreement shall not exceed $200,000.00 during the term of this Agreement. L7Fi7bLG b. Invoices i.. Consultant shall submit a monthly invoice by the fifteenth of the month to the City for the services rendered in the prior month. ii. All invoices for work performed under this Agreement shall be submitted in a format approved by the City. Invoices shall include the following information at a minimum: (a) Consultant's invoice number (b) Beginning and ending dates for services (c) City project number and /or name (if applicable) (d) Work site address /location (if applicable) (e) Tasks or deliverables completed, and percentage ( %) of total services completed. c. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2015, unless terminated earlier in accordance with Section 14, below. The term of this Agreement may be extended by a writing executed by the City Manager and the Consultant. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insured's provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non - owned automobiles. 25F -56 c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Contractor shall maintain all insurance required above in fall force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. iii. Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims "), which may arise from or in any manner related (directly or indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects in workmanship and/or materials) or Consultant's presence or activities conducted performing the work (including the negligent and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 8. LAWS AND REGULATIONS Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the services and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising wherefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, 25F -57 pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714 - 647 -6956 With courtesy copy to: Executive Director of Public Works City of Santa Ana Attn: Design Engineering 20 Civic Center Plaza (M -36) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -5635 To Consultant: Hennessey & Hennessey, LLC Sharon A. Hennessey, MAI 17602 17"' Street, Suite 102 -246 Tustin, CA 92780 -7915 Fax 714 - 730 -0221 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United 25F -58 States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the authorized representatives of the parties. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. The parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 25F -59 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. FIUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: EDWIN "WILLIAM" GALVEZ, P.E. Interim Executive Director Public Works Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager HENNESSEY & HENNESSEY, LLC SHARON A. HENNESSEY (Title) 25F -60 EXHIBIT A SCOPE OF SERVICES GENERAL REQUIREMENTS — RIGHT OF WAY SERVICES Consultants under contract with the City of Santa Ana will provide support to City of Santa Ana staff or designee on an as- needed basis. • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience working on State and Federally funded projects. All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • Any real estate appraiser provided by Consultant must be certified and a Member of the Appraisal Institute. • All acquisition agents and property managers, performing work for the City, must hold a valid California Real Estate License. Salespersons must be registered with California Department of Real Estate (DRE), as working solely under the Consultant's supervising broker of record. • Work may include, but not be limited to, the following: onsite review of the project area; review of existing records; conducting research and performing analysis; information gathering; negotiations; development of strategies. • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has full responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub - consultants. The Consultant shall review all work performed by its sub - consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. • The Consultant shall have a Quality Control Plan in effect during the entire time work is being performed under this Agreement. The Quality Control Plan shall establish a process whereby work product is independently checked, corrected and back checked. All Project related correspondence and documents shall be maintained and bound in appropriate project files. Electronic files shall conform to City's file naming system. Consultant shall diligently work on each assignment and complete each task in accordance with the schedule to accommodate the City's needs. 25F -61 • Consultant's work will be subject to inspection by City, County, State and Federal representatives. • Project files, including copies of all correspondence, reports, documents, and electronic files shall be submitted to the City as requested and electronically updated at least monthly. • All work, including reports, analysis, data, and intellectual property developed during the life of the Agreement shall become the property of the City. • The Consultant will receive written notification of the award of the contract. Upon on such notification, the Consultant will proceed with the services required by the Agreement. • The Consultant shall complete work under the direction of City staff. The Consultant will be expected to provide experienced and knowledgeable professional staff which will be responsive and maintain excellent working relationships with property owners, tenants, and City staff. The Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. The Consultant shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. REAL PROPERTY APPRAISAL SERVICES include: Consultant will provide appraisal services that include full and part take of residential property; commercial property; industrial property; easements; special use or zoned property; furniture, fixtures and equipment appraisals; review appraisals; and goodwill valuation. Appraisal Services shall be in accordance federal, state, and local regulations, policies, procedures and standards. Appraiser may perform the following tasks: • Real Estate Appraisals (full and partial takes) • Preparation of Appraisal Summary Statements to accompany City's Offer documents • Valuation of Agency's Landscape Setback requirements • Preparation of a detailed appraisal necessary for condemnation • Coordination with Fixtures and Equipment Appraisers • Coordination with Business Goodwill Appraisers • Communication with property owners • Prepare all necessary correspondence, letters and reports • Provide effective communication with engineers, planners, attorneys, and City staff • Comply with federal, state and local regulations • Create files and maintain all records • Provide condemnation consultations • Attend meetings /public hearings and conduct presentations • Provide expert witness testimony • Coordinate and review Phase I and Phase II Environmental Studies • Obtain appraisals for each acquisition prepared in accordance with the State of California Laws and Uniform Standards of Professional Appraisal Practice (USPAP). • Review appraisal report and prepare an Appraisal Summary Statement. 25F -62 Review Appraisals (Required For Federally Funded Projects) Coordinate, direct and obtain review appraisals in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act (Uniform Act) and Caltrans guidelines. Examine all appraisals and corresponding reports Seek any corrections or revisions deemed appropriate. 25F -63 25F -64 EXHIBIT A -1 CONSULTANT'S PROPOSAL 25F -65 Exhibit A -1 Proposal for RFP No. 13 -075 On -Call Right of Way Specialty Services in the Specialty Area of (Al) Real Property Appraisal Services City of Santa Ana Attn: Mr. Kenny Nguyen Public Works Agency 20 Civic Center Plaza, 3 Floor, Ross Annex Santa Ana, California 92702 December 18, 2013 25F -66 HENNESSEY & HENNESSEY LLC A California Limited Liability Company Real Estate Appraisers 17602 17`^ Street, Suite 102 -246 - Tustin, California 92780 (714) 730 -0744 -fax (714) 730 -0221 e -mail: hhllc @ca.rr.com Joseph A. Hennessey, SR /WA Sharon A. Hennessey, MAI, SR /WA Senior Member, International Right of Way Association Member of the Appraisal Institute (Retired) Certified General Real Estate Appraiser Senior Member, International Right of Way Association December 18, 2013 City of Santa Ana Attn: Mr. Kenny Nguyen, Project Manager Public Works Agency 20 Civic Center Plaza, 3 d Floor, Ross Annex Santa Ana, CA 92702 Subject: RFP No. 13 -075, On -Call Right of Way Specialty Services Specialty Area (A1) Real Property Appraisal Services Dear Mr. Nguyen: Hennessey & Hennessey LLC (Hennessey & Hennessey) is pleased to submit our proposal to provide On -Call Right of Way Specialty Services in the Specialty Area of (A1) Real Property Appraisal Services. The submission requirements of this Request for Proposal are provided in the attached document and its appendices. In addition to the information contained in the attached proposal, the following requested information is provided: A. The offeror is: Hennessey & Hennessey LLC, a California Limited Liability Company 17602 17" Street, Suite 102 -246 Tustin, California 92780 -7915 Telephone: (714) 730 -0744 Fax: (714) 730 -0221 E -mail: hhllc(oca.rr.com Contact: Sharon A. Hennessey, MAI, Manager Hennessey & Hennessey is a Certified Underutilized Disadvantaged Business Enterprise (UDBE). Hennessey & Hennessey acknowledges receipt of Addendums 1 and 2 to this solicitation Hennessey & Hennessey appreciates the opportunity to submit this proposal for On -Call Right of Way Specialty Services in the Specialty Area of (A1) Real Property Appraisal Services. We encourage you to contact our references to verify the quality and timeliness of our past performance with other agencies. Please contact me if you have any questions or need clarification on any items in this proposal. Respectfully submitted, HENNESSEY & HENNESSEY LLC by Sharon A. Hennessey, MAI, SR/WA Member /Manager 25F -67 Qualifications, Related Experience and References of Contractor 1. Company Profile Hennessey & Hennessey LLC (Hennessey & Hennessey), an Orange County firm with an office in the City of Tustin, provides real estate appraisal and consulting services for government agencies and private entities throughout California. Founded in 1979 as an independent appraisal firm, Hennessey & Hennessey transitioned from an association of real estate appraisers to a California Limited Liability Company in 1999. Currently, there is a staff of four. Hennessey & Hennessey is an Underutilized Disadvantaged Business Enterprise (UDBE) certified by the California Unified Certification Program (CUCP). 2. Financial Condition Hennessey & Hennessey has provided competent, quality services and products to its clients since 1979. The result has been long -term client relationships and the growth of new business relationships due to recommendations from satisfied clients. The firm has been financially sound since its inception, and there are no conditions that may impede its ability to complete this contract. 3. Experience Performing Work of a Similar Nature For more than 30 years, Hennessey & Hennessey's primary emphasis has been appraisal for eminent domain purposes for public agencies, specializing in appraising properties for negotiated acquisitions and litigation. Hennessey & Hennessey has a complete understanding of the process and complexity involved in eminent domain law. This ensures that our reports meet the requirements of the law and the guidelines of the review agency, and provide a useful tool with comprehensive information for the acquisition agent, particularly in cases of partial acquisitions. Our work includes appraising all types of real property— commercial, retail, office, mixed use, industrial, multi - family and single - family residential, agricultural, and special use properties, and vacant land. We also produce narrative appraisals for full and partial acquisitions of vacant and improved parcels along freeway, railroad, flood control and easement corridors. Many of our appraisals are for multiple- parcel right of way projects. Hennessey & Hennessey has successfully completed projects that are required to meet Caltrans standards for the City of Santa Ana and other agencies. Additionally, Hennessey & Hennessey has appraised properties for budgetary estimates, market studies, negotiations, estate planning, franchise fee negotiations, and litigation matters, and has reviewed appraisals prepared by other firms for similar projects. Hennessey & Hennessey also has assisted in the preparation of right of way cost estimates for project study reports and has provided expert testimony in court cases. The Hennessey & Hennessey staff actively participates in professional associations and regularly attends educational classes and seminars to remain abreast of the changes in the right of way and appraisal fields. This enables our firm to continually provide the technical expertise required by our clients. We always strive to honor our time commitments to meet the needs of our clients. Hennessey & Hennessey has successfully completed hundreds of full take and part take right of way appraisal assignments for governmental agencies and private entities. These assignments have included complex partial and full takings from commercial, industrial, agricultural, residential, and special purpose properties, as well as valuations of temporary construction easements and permanent easements for various purposes. Hennessey & Hennessey also has valued vacant land for full and partial takings, and surplus real property for disposition evaluations. With this background of varied appraisal experience and knowledge of appraisal review requirements in accordance with USPAP and federal requirements, Hennessey & Hennessey is well qualified to Proposal for On -Call Right of Way Specialty Services RFP No. 13 -075, City of Santa Ana 25F -68 review appraisals. We have completed hundreds of appraisal reviews similar in nature and complexity to the appraisal assignments listed above. To document our ability to perform the types of assignments to be completed under the proposed contract and the expertise of our staff and subcontractors, brief descriptions of previously completed appraisals and appraisal reviews are presented below. The key personnel responsible for the completion of these projects will be performing the services to be assigned under the proposed contract. Hennessey & Hennessey has performed appraisals subject to review by the State of California Department of Transportation ( Caltrans). These appraisals must meet Caltrans appraisal guidelines, the Uniform Appraisal Standards for Federal Land Acquisition, and the Uniform Standards of Professional Appraisal Practice. Hennessey & Hennessey is familiar with the requirements for appraisals and appraisal reviews for federally and state funded projects, including those pursuant to Title 25, California Code of Regulations §6000, et seq., §7260 et seq. of the California Government Code, 42 U.S.C. 4601, et seq. (Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970), and Code of Federal Regulations, Title 49, Part 24 (Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally Assisted Programs). City of Santa Ana • Bristol Street Widening Project - 2010. Appraised a multi- tenant retail building and a multi - tenant office building for full takes, a multi- tenant retail center for a partial acquisition involving a cut and reface of the building, and a billboard. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano • Bristol Street Widening Project - 2009. Appraised a duplex, a single - family residence, a multi- tenant strip retail building, and a multi- tenant office building for the street widening. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano • McFadden Avenue Widening Project - 2009. Appraised a partial taking from a liquor store and an apartment building. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano • Bristol Street /Warner Avenue Improvement Project - 2009. Appraised a liquor store and a tire store for full takes. Appraised a large retail shopping center for a partial taking. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano • Bristol Street Widening Project - 2005 to 2008. Appraised 22 properties, including 2 fast food restaurants, grocery and convenience markets, a restaurant, a residential property, 3 office buildings, a church, a strip retail center, and 13 single - family residences. One was a partial taking; the balance were full takes. Key Personnel: Sharon A. Hennessey, MAI, SR/WA; Geri IC Fasley, MAI, IHSC; and Joseph S. Montano City of Anaheim • Katella Smart Street Remnants - 2013. Appraised nine residential land parcels for potential disposition as excess land. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano Proposal for On -Call Right of Way Specialty Services RFP No. 13 -075, City of Santa Ana 25F -69 Gene Autry Way Extension - 2006 and 2013. Appraised seven properties required for extension of the street, including the full take of an auto parts store and the partial acquisitions of a hotel complex, an office and warehouse development, a bus yard, and three mobile home parks. Key Personnel: Sharon A. Hennessey, MAI, SR/WA; Geri KC Easley, MAI, ISHC; and Joseph S. Montano • Katella Avenue Improvement Project - 2012. Appraised 12 properties, including commercial and industrial buildings, a restaurant, and vacant land zoned for multi -use purposes in conjunction with the street improvement project. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano • Douglass Road Widening Project - 2010 -2011. Appraised six properties for a road widening project. The properties were improved with two retail centers, a restaurant, an industrial park, and two industrial buildings. The appraisals considered the cut and refacing of the restaurant and the retail buildings, as well as various partial takings and easements. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, Susan D. Taylor, and Joseph S. Montano • Brookhurst Street Widening Project - 2010. Appraised 23 single - family residences required for the street widening project. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano City of Garden Grove Euclid Street and Trask Avenue Improvement Project - 2009. Valued a service station. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, Susan D. Taylor, and Joseph S. Montano Euclid Street On -Ramp Project - 2008. Estimated the just compensation for the partial acquisition of a convenience market property. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano Harbor Boulevard and Lampson Avenue Widening Project - 2008. Appraised partial acquisitions of four commercial properties. The parcels were improved with a fast food restaurant, a convenience store, and two retail buildings. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano City of Ontario Quiet Home Project - 2012 and 2013. Reviewed three appraisal reports of industrial land and single - family residences prepared by other firms to determine their accuracy and compliance with state and federal guidelines. Appraised six properties, including single- and multi - family residences, a church, and vacant industrial land for potential acquisition. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano Orange County Transportation Authority • Avenida Pico, San Clemente, 1 -5 HOV Widening - 2013. Appraised ten properties, including a post office, service stations, a fast food restaurant, two churches, a duplex, and residential land for road widening purposes. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, Susan D. Taylor, and Joseph S. Montano • Lakeview Avenue Grade Separation Project, Anaheim and Placentia - 2011 -2012. Appraised 12 properties improved with commercial, office, industrial, business park, and residential uses, and sections of railroad and flood control corridors for the grade separation project. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, Susan D. Taylor, and Joseph S. Montano Proposal for On -Call Right of Way Specialty Services RFP No. 13 -075, City of Santa Ana 25F -70 • Anaheim Regional Transportation Intermodal Center (ARTIC) Property - 2011. Appraised a maintenance yard with office and service buildings for internal asset evaluation purposes and possible ground lease negotiations. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, Susan D. Taylor, and Joseph S. Montano • Auto Center Drive, Buena Park - 2012. Reviewed five appraisals of vacant land prepared by other firms to determine their accuracy and compliance with state and federal guidelines. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano • OCTA Bus Service Facility - 2010. Appraised a bus service facility for perpetual easements to be acquired by the OCWD from an OCTA -owned property. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano Riverside County Transportation Commission • 91 - Corridor Improvement Project - 2011 -2013. Appraised or reviewed appraisals prepared by other firms for 120 properties. The appraisals included full and partial acquisitions of single- and multi - family residences, railroad and flood control corridors, industrial office and commercial buildings, service stations, and vacant land. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, Susan D. Taylor, and Joseph S. Montano • Arlington Station - 2013. Appraisal of excess land for possible disposition. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano • 91 HOV Project - Vine Street between 12t' to 14" Streets and 14'" to 15'" Streets - 2010. Appraised four commercial and three industrial properties for partial acquisitions in conjunction with the freeway widening. The takings involved numerous fee and easement acquisitions and temporary severance damages. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, Susan D. Taylor, and Joseph S. Montano • 91 /HOV Project - SR -91 between Central Avenue and Arlington Avenue - 2010. Appraised a 3.84 -acre vacant commercial parcel for the freeway widening project. The partial taking involved fee and permanent easement acquisitions. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano • Riverside- Downtown Metrolink Station - 2010. Appraised the Downtown Metrolink Station for internal asset valuation purposes. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, Susan D. Taylor, and Joseph S. Montano • SR 91 /HOV Project - 2009 and 2010. Reviewed eight reports prepared by another firm to determine their accuracy and compliance with state and federal guidelines. The appraisals were for partial takings from commercial and industrial parcels. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano • Citrus Business Park - 2009. Reviewed an appraisal of a 16.47 -acre industrial parcel to determine if the report complied with Federal Transit Authority guidelines. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano • SR -74/1 -215 Project - 2009. Appraised a 7.28 -acre shopping center, a portion of which was required for the interchange project. The assignment involved numerous fee and easement takings, as well as reconfiguration of the parking lot and relocation of a freeway- oriented sign. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano Proposal for On -Call Right of Way Specialty Services RFP No. 13 -075, City of Santa Ana 25F -71 Overland Pacific & Cutler • 1-13/1-21S Devore junction /Goods Movement Improvement Project - 2012 -2013. Reviewed 62 appraisals prepared by other firms to determine their accuracy and compliance with state and federal guidelines. The property types included open space, horse stables, residential, industrial, commercial, and railroad and flood control corridors. Key Personnel: Sharon A. Hennessey, MAI, SR/WA; Barbara L. Zachry, MAI; and Joseph S. Montano • Interstate 10: Tippecanoe Avenue Interchange Project - 2011 -2013. Appraised nine properties for the reconstruction of the 1- 10/Tippecanoe Avenue /Anderson Street interchange. The properties appraised included a service station, fast food restaurants, office and commercial buildings, and vacant land. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, Susan D. Taylor, and Joseph S. Montano • 1 -215 Bi- Counties HOV Lane Gap Closure Project - 2011 -2013. Reviewed 33 appraisals of industrial buildings, vacant land, and railroad and flood control corridors prepared by other firms to determine their accuracy and compliance with state and federal guidelines. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano • Begonia Street Project - 2010. Appraised two multi - family properties to be acquired by the City of Ontario Housing Authority for affordable housing. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano • 91 CIP - 2010. Reviewed two appraisal reports prepared by another firm to determine their accuracy and compliance with state and federal guidelines. The appraisals were for acquisition of a single - family residence and an industrial building. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano • California Oaks Interchange Modification Project - 2009. Reviewed six appraisal reports prepared by another firm to determine their accuracy and compliance with state and federal guidelines. The appraisals were of partial takings from commercial properties. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano • Nason Street and Fir Street Freeway Interchange Improvement Project - 2009. Reviewed six appraisal reports prepared by another firm to determine their accuracy and compliance with state and federal guidelines. The appraisals were of industrial and commercial parcels. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, and Joseph S. Montano HDR Engineering • Raymond Avenue Grade Separation Project, Fullerton - 2012 -2013. Reviewed 17 appraisal reports prepared by other appraisal firms to determine the accuracy and completeness of the reports and to ensure that the reports complied with state and federal guidelines. The property types included industrial buildings, an auto repair shop, a business park, and industrial land. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, Susan D. Taylor, and Joseph S. Montano California Property Specialists, Inc. • Tustin Rose Grade Separation Project - 2010. Reviewed ten appraisals prepared by other appraisal firms to determine their accuracy and compliance with state and federal guidelines. The property types included industrial buildings, an auto auction facility, a shopping center, residential land, and a flood control channel. Key Personnel: Sharon A. Hennessey, MAI, SR/WA, Susan D. Taylor, and Joseph S. Montano Proposal for On -Call Right of Way Specialty Services RFP No. 13 -075, City of Santa Ana 25F -72 • Sand Canyon Avenue Grade Separation Project - 2009. Appraised two commercial properties and one industrial property to be acquired by the City of Irvine. Key Personnel: Sharon A. Hennessey, MAI, SMA, Susan D. Taylor, and Joseph S. Montano 4. Subcontractors Subcontractor Document All Stars Project Function Document 30100 Town Center Drive, #C -349 preparation, editing, Laguna Niguel, CA 92677 proofreading Contact: Karen Herb Telephone: (949) 443 -0171 Email: karen @document- allstars.com Geri Easley, MAI, ISHC Easley & Associates 130 S. Chaparral Court, Ste. 210 Anaheim Hills, CA 92808 Contact: Geri K. Easley Telephone: (714) 974 -7672 Email: gkeasley @sbcglobal.net 5. References City of Anaheim Ms. Natalie Meeks, R.C.E. Director of Public Works Public Works Department P.O. Box 3222 Hennessey & Hennessey's Experience with Subcontractor Hennessey & Hennessey has subcontracted all its document preparation and editing services to Document All Stars since 1980. Document All Stars is a UDBE (Woman Owned- UDBE), certified by the CUCP /DOT in 2002. Real property Hennessey & Hennessey and Easley & appraiser Associates work together on an as- needed basis in the appraisal of restaurants, motels, and commercial properties to be acquired by public agencies. Anaheim, CA 92803 (714) 765 -5148 Project function: Project Manager Orange County Transportation Authority Ms. Simin Yazdan 550 S. Main Street P.O. Box 14184 Orange, CA 92863 (714) 560 -5758 Project function: Project Manager Proposal for On -Call Right of Way Specialty Services RFP No. 13 -075, City of Santa Ana Riverside County Transportation Commission Ms. Gina Gallagher Project Manager P.O. Box 12008 Riverside, CA 92502 (951) 787 -7141 Project function: Project Manager Overland, Pacific & Cutler, Inc. Mr. Joey Mendoza Managing Director - Transportation 1 Jenner, Suite 200 Irvine, CA 92618 (949) 951 -5263 Project function: Project Manager 25F -73 Staffing and Project Organization Hennessey & Hennessey is a highly qualified real estate appraisal firm with the experience and technical skills to accomplish any given assignment. The staff members to be assigned to the contract that is the subject of this proposal have experience in appraising all types of real property for public projects. Effective organization and management of the project team, including subconsultants, over the entire course of the project is the key to successful accomplishment of the intended objectives. Accordingly, Hennessey & Hennessey proposes that the team be under the direction of a single Project Manager who will be directly responsible to the City for execution of the Work Plan. The Project Manager will have full management, scheduling, and financial responsibility for the project. The Project Manager will also be responsible for ensuring that the City's needs are met in a responsive and timely manner, that work efforts are fully coordinated, and that the work is performed at the highest technical level. 1. Education, Experience, and Applicable Professional Credentials of Project Staff Sharon A. Hennessey, MAI, SR /WA Proposed position: Project manager /senior appraiser; valuation analysis and expert witness testimony Location: Tustin Current assignments: 11 Commitment to that/those assignments: 80% Availability for this assignment: 90% Years with H &H: 25+ years Ms. Hennessey has more than 25 years of experience appraising real property with an emphasis on eminent domain and litigation appraisals. Her work has included appraisals of all types of real estate, including industrial, commercial, retail, office, mixed use, and residential properties, as well as unimproved land, for full and partial acquisitions for right of way purposes. Ms. Hennessey has appraised properties for right of way projects for the cities of Anaheim, Costa Mesa, Fullerton, Garden Grove, Huntington Beach, Lake Forest, Laguna Niguel, Mission Viejo, Ontario, Riverside, Santa Ana, and Upland. She has also completed appraisal assignments for the Orange County Transportation Authority, the Riverside County Transportation Commission, the Eastern Foothills Transportation Corridor Agencies, and water and school districts, as well as property and right of way acquisition and engineering firms. Ms. Hennessey is qualified as an expert witness in the Superior Court of Orange County. She holds the MAI designation from the Appraisal Institute and the SR/WA designation from the International Right of Way Association. She is a California Certified General Real Estate Appraiser (No. AG003323). Ms. Hennessey is a Senior Member, a Past President, and a former member of the Board of Directors of the Orange County Chapter of the International Right of Way Association. She holds a Bachelor of Arts degree from the University of California at Berkeley. In addition to performing the necessary valuation tasks and report preparation, Ms. Hennessey will be the designated Project Manager and Primary Contact for all assignments under this contract. She will have full management, scheduling, and financial responsibility for performance of the assigned projects. She has a thorough understanding of the complexities of these types of projects and the importance of building and maintaining rapport and a cooperative working relationship with all agencies involved. Proposal for On -Call Right of Way Specialty Services RFP No. 13 -075, City of Santa Ana 25F -74 Barbara L. Zachry, MAI Proposed position: Senior appraiser; research and valuation analysis Location: Tustin and San Diego Availability for this assignment: 80% Current assignments: 1 Years with H &H: 1 year Commitment to that/those assignments: 90% Ms. Zachry has 40 years' experience in appraising real property, with an emphasis on eminent domain and litigation appraisals. Her appraisal work encompasses the valuation of all types of real estate, including mixed use, commercial, office, retail, and residential properties, as well as vacant land, for full and partial right of way acquisitions. She served as President of the Orange County Chapter of the International Right of Way Association in 2002 and was a member of the Board of Directors of the IRWA and the Southern California Chapter of the Appraisal Institute from 2000 to 2002. Ms. Zachry is qualified as an Expert Witness for the Orange County Superior Court. She holds a Masters of Arts degree from California State University Fullerton. She is qualified to appraise all types of real estate, as well as provide appraisal review services. Susan D. Taylor Proposed position: Associate; research, field work, preliminary valuation analysis, report writing, and editing Location: Tustin and Newport Beach Availability for this assignment: 90% Current assignments: 3 Years with H &H: 5 years Commitment to that/those assignments: 80% Ms. Taylor has more than 30 years' experience in commercial real estate, including real estate market analysis, planning, entitlements, development, construction, financing, asset management, and dispositions. She holds a Bachelor of Business Administration degree with a major in Real Estate and Urban Land Economics from the University of Wisconsin. Since 2008, Ms. Taylor has assisted with appraisals for full and partial acquisitions for numerous government agencies, cities, and engineering firms. Joseph S. Montano Proposed position: Associate appraiser; research, data collection, field work Location: Tustin Availability for this assignment: 75% Current assignments: 9 Years with H &H: 14 years Commitment to that/those assignments: 90% Mr. Montano joined Hennessey & Hennessey in 1999 and has been an Associate Appraiser since 2004. He has assisted in appraising properties for right of way projects in the cities of Anaheim, Garden Grove, Lake Forest, Riverside, and Santa Ana, and for the Orange County Transportation Authority, the Riverside County Transportation Commission, and water and school districts. He will provide data collection and field work services for assignments under this contract. Proposal for On -Call Right of Way Specialty Services RFP No. 13 -075, City of Santa Ana 25F -75 Subcontractors Hennessey & Hennessey proposes to use qualified subcontractors to assist with the valuation of real property as needed. The subcontractors will be directly responsible to the Project Manager and are highly qualified in their fields. They have the ability to complete their tasks at the highest technical level and in a timely manner. Following are brief descriptions of the subcontractors that may be utilized for any assignment. Karen Herb Document All Stars 30100 Town Center Drive, #0 -349 Laguna Niguel, California Telephone: (949) 443 -0171 Proposed function: Associate appraiser; research, data collection, field work Current assignments for H &H: ongoing, as needed Availability for this assignment: 50% Commitment to H &H assignments: as needed Subcontractor to H &H: 25+ years Hennessey & Hennessey has subcontracted all its document preparation and editing services to Document All Stars since 1980. Document All Stars is a Underutilized Disadvantaged Business Enterprise (Woman Owned -UDBE) certified by the CUCP /DOT since 2002. Geri K. Easley, MAI, ISHC Easley & Associates 130 S. Chaparral Court, Ste. 210 Anaheim Hills, California Telephone: (714) 974 -7672 Proposed function: Real estate appraiser; as- needed research and valuation analysis Current assignments for H &H: 1 Availability for this assignment: 50% Commitment to H &H assignments: 50% Subcontractor to H &H: 10+ years Ms. Easley has 30 years of commercial real estate consulting and appraisal experience. She has worked for three national firms: Laventhol & Horwath, Kenneth Leventhal & Company, and Landaur Associates, Inc. In 1992, Ms. Easley formed her own appraisal firm, Easley & Associates. Ms. Easley has special expertise in the appraisal of hotels, motels, and restaurants, and has appraised a variety of commercial, industrial, special purpose, and undeveloped properties. Her work includes full take and part take appraisals for numerous public agencies. Ms. Easley is a Certified General Real Estate Appraiser (No. AG01882) in the State of California. She holds the MAI designation from the Appraisal Institute, is a member of the International Society of Hospitality Consultants (ISHC), and has expert witness experience. 2. Resumes Resumes of Sharon A. Hennessey, MAI, SR/WA; Barbara L. Zachry, MAI, SR/WA; Susan D. Taylor; and Joseph S. Montano are presented on the following pages. Proposal for On -Call Right of Way Specialty Services RFP No. 13 -075, City of Santa Ana 25F -76 10 QUALIFICATIONS OF SHARON A. HENNESSEY, MAI, SR /WA Experience 1984 to Independent Fee Appraiser - Appraise vacant land, commercial, industrial, Complex Litigation Case Studies - 2013 Advanced Applications - 1996 Litigation Appraising: Specialized present residential, and special purpose properties for governmental agencies, Topics and Applications - 2013 corporations, law firms, and private parties. Certification California State Certified General Real Estate Appraiser - AG 003323 Expert Witness Qualified as an expert witness in the Orange County Superior Court Professional Member of the Appraisal Institute, Certificate No. 11108 Affiliations Senior Member of the International Right of Way Association, Registration Number 3975 2011 President of Chapter 67 International Right of Way Association, 1990 Appraisal Curriculum Overview - 2010 International Director of Chapter 67 International Right of Way Association, 1991 Standards of Professional Practice - Membership Chairman, International Right of Way Association, 1992 and 1993 1986, 1993, 2000, 2004, 2006, Hospitality Chairman, Southern California Chapter Appraisal Institute, 2008, 2012 1993 and 1994, 1995, 1996, and 1997 Hotel /Motel Valuation - 1997 Co- Education Chairman, Southern California Chapter Appraisal Institute, Highest & Best Use and Market 1998, 1999, 2000, 2001 Education Bachelor of Arts - University of California, Berkeley International Right of Way Association Partial List of Supplementary Courses: 403 Easement Valuation - 1990, 2013 Appraisal Institute Complex Litigation Case Studies - 2013 Advanced Applications - 1996 Litigation Appraising: Specialized The Appraisers Complete Review - Topics and Applications - 2013 1996 The Appraiser as an Expert Witness - Advanced Income Capitalization - 2000,2013 1993 Business Practice and Ethics - 2011 Report Writing and Valuation Analysis - Valuation of Detrimental Conditions - 1989 2011 Case Studies in Real Estate Valuation - Appraisal Curriculum Overview - 2010 1988 Standards of Professional Practice - Capitalization Theory & Techniques, 1986, 1993, 2000, 2004, 2006, Parts A and B - 1987 2008, 2012 Real Estate Appraisal Principles - 1985 Hotel /Motel Valuation - 1997 Basic Valuation Procedures - 1985 Highest & Best Use and Market Analysis - 1996 International Right of Way Association 403 Easement Valuation - 1990, 2013 101 Principles of Real Estate 104 Standards of Practice for the Right Acquisition - 1989 of Way Professional - 2012 401 Appraisal of Partial Acquisitions - 103 Ethics and the Right of Way 1988 Profession - 1992, 2004, 2008 901 Interpreting Engineering 206 Presentation Skills - 1992 Drawings - 1986 203 Communications in Real Estate 902 Property Descriptions - 1986 Acquisition - 1991 801 Land Titles - 1986 214 Skills of Expert Testimony - 1990 Santa Ana College and American River College Real Estate Practice - 1983 Legal Aspects of Real Estate - 1984 Real Estate Appraisal - 1984 Real Estate Principles - 1984 Real Estate Finance - "1984 Real Estate Appraisal II - 1986 Proposal for On -Call Right of Way Specialty Services RFP No. 13 -075, City of Santa Ana 25F -77 11 Representative Clients - Partial Listing Attorneys and Law Firms Best, Best & Krieger, LLP Bowie, Arneson, Kadi & Dixon Dreyfuss, Ryan, Weifenbach Durst & Landeros Fullerton, Lemann, Schaefer & Dominick Jones & Mayer Kindel & Anderson Lillick, McHose & Charles Corporate Clients Brother International California Property Specialists Inc. Continental Development Corp. Cutler & Associates DGA Consultants Diocese of Orange Hoag Foundation Individual Clients Leo Beus Carl Brandstetter Candace Campbell Samuel B. Corliss, Jr. Thomas W. Cosgrove Harbor Pine Creek Homeowners Assoc. John Iloulian Genji Kawamura Public Entities County of Orange City of Anaheim City of Corona City of Costa Mesa City of Fullerton City of Garden Grove City of Huntington Beach City of Laguna Niguel City of Lake Forest City of Mission Viejo City of Ontario City of Riverside Meserve, Mumper & Hughes Marjorie Mize Le Gaye, Esq. Nichols, Stead, Boileau & Kostoff Oliver, Vose, Sandifer, Murphy & Lee Palmieri, Tyler, Wiener, Wilhelm & Waldron Hughes Aircraft Company Kaiser Foundation Health Plan, Inc. Metzger & Associates, Inc. NBS /Lowry Engineers Overland, Pacific & Cutler, Inc. Overland Resources Kawamura Family Trust William E. Kibbie Paul Kiely Sang Moon Kim James Kindel Jr. Dorothy E. Lamb Andrea Lombard Rita M. Loosemore City of Santa Ana City of Torrance City of Upland Charter Calk USD Chino Unified School District Corona -Norco USD Covina - Valley USD Cucamonga School District Fullerton Joint Union High School District Magnolia School District Proposal for On -Call Right of Way Specialty Services RFP No. 13 -075, City of Santa Ana Sharon A. Hennessey, MAI, SR/WA page 2 Parker & Covert Redwine & Sherrill Richard L. Riemer, Law Offices of Rutan & Tucker Sheppard, Muller, Ricter & Hampton Wilson, Elser, Moskowitz, Edelman & Dicker Pacific Bell (SBQ Pacific Relocation Cons. Paragon Partners Poseidon Resources Psomas Robert Bein, William Frost & Assoc. Rockwell International Kim Vu Nguyen Steven H. Price Constance C. Quarre Jean L. Roane E.O. Rodeffer Larry L. Root Dwight C. Schroeder John P. Sheffield Orange USD Pajaro Valley USD Tustin USD Walnut Valley USD Mesa Consolidated Water District Murrieta County Water District Trabuco Canyon Water District Caltrans Eastern Transportation Corridor 25F -78 Sisters of the Sacred Heart Southern California Edison Universal Field Services Western Industrial Properties, Inc. Willdan Associates Yoram S. Shily Carl Stevens Katherine E. Thompson Tustin Village Community Association Charles E. Wheeler Ery Yoder Orange County Transportation Authority Riverside Transit Agency Riverside County Flood Control and Water Conservation District Riverside County Transportation Commission 12 QUALIFICATIONS OF BARBARA 1. ZACHRY, MAI Experience Independent Fee Appraiser; December 2007 to present Senior Appraiser - Donahue & Company, Inc., Newport Beach, California; 1986 -2007 Associate Appraiser - W.J. Carlson Associates, Fullerton, California, 1983 -1986 Real Property Agent - Willdan Engineering, Anaheim, California; 1979 -1983 Assistant Right of Way Agent - City of Fullerton, Engineering Division; 1974 -1979 Certification California State Certified General Real Estate Appraiser - AG 004184 Expert Witness Qualified Expert Witness, Orange County Superior Court Professional Member, Appraisal Institute, MAI Certificate No. 10575 Affiliations International Right of Way Association, Member No. 6747903 Education California University of California at Los Angeles, B. A. Degree, 1972 California State University Fullerton, M. A. Degree, 1974 Appraisal Institute Courses Real Estate Appraisal Principles Valuation Procedures Ethics and Standards of Professional Practice Capitalization Theory and Techniques - Part A Capitalization Theory and Techniques - Part B Case Studies in Real Estate Valuation Report Writing and Valuation Analysis Advanced Income Analysis - Course 510 Comprehensive Examination Advanced Study Seminars and Workshops Ongoing International Right of Way Association IRWA Course 214 Easement Valuation Seminar Guest Lecturer Southern California Edison and Speaker "Easement Valuation within Operating Railroad Corridors" County of Riverside, General Services Administration "Ethics in Condemnation Appraisal" Appraisal Institute Candidate's Night IRWA, Chapter 1, Valuation Conference 1998 "Burden of Proof Issues in Severance Damages after the Continental Case" IRWA, Chapter 1, Valuation Conference 2001 "The Appraiser as Advocate Arbitrator" IRWA Chapter 67 "Appraisal Integration in the Condemnation Process" Appraisal Institute Litigation Seminar 2003 "The Attorney /Appraiser Relationship in Limiting the Case" Representative Available upon request Clients Proposal for On -Call Right of Way Specialty Services 13 RFP No. 13 -075, City of Santa Ana 25F -79 QUALIFICATIONS OF SUSAN D. TAYLOR Experience Real Estate Consultant, Newport Beach, California; 1993 -1998 and 1999 - present • Prepared appraisals, feasibility studies, due diligence analyses, and market studies for acquisitions, financing, development, marketing programs, asset evaluations, and litigation. • Appraised mixed -use commercial projects, office complexes, business parks, hotels and motels, retail centers, industrial buildings, multi - family properties, auto dealerships and malls, service stations, day care centers, theaters, commuter rail stations, rail and utility corridors, residential subdivisions, acreage and land for development. • Underwrote commercial real estate loans and performed due diligence analyses for commercial mortgage backed securities. Property types evaluated include office and industrial buildings, high -rise and limited- service hotels, luxury resorts and spas, convention centers, mixed -use properties, shopping centers, retail buildings, restaurants, theaters, senior housing, assisted living and skilled nursing facilities, self- storage centers, condominium conversions, student and multi - family housing, value -added redevelopment projects, and historic building renovations. • Special projects included complex appraisals, analyses and plans for regional transportation improvements, redevelopment and community facilities districts, repositioning of distressed real estate, sites with environmental contamination, properties with construction defects, and tax appeals. • Added value by enhancing competitive advantages, developing and implementing effective marketing strategies, and providing innovative asset management solutions. • Clients include institutional and private investors, government agencies, lenders, property owners, developers, attorneys and appraisers. Vice President, VHB Associates, Costa Mesa, California; 1998 -1999 • Directed the acquisition, bond financing, entitlements, planning and engineering of retail centers in urban redevelopment areas of Los Angeles for commercial real estate development company. • Marketed and managed Las Vegas industrial projects. • Tightened corporate and project financial controls by restructuring operations and implementing project - tracking systems. Project Manager, Telacu Carpenter, Irvine, California; 1992 -1993 • Directed disposition and management of $157 million RTC portfolio including office, retail, industrial and apartment buildings throughout California. • Produced $32 million in sales within six months. Coordinated efforts with RTC staff and contractors nationwide to ensure rapid disposition of assets. • Directed team of seven asset managers in effectively repositioning distressed assets in highly competitive markets. Revitalized assets with cost - effective renovations and strong management teams. • Created new sales tools, asset management systems and databases which significantly improved profitability, operating efficiency, contract compliance and client relations. Streamlined operations with policy and procedure manuals and training programs. Proposal for On -Call Right of Way Specialty Services 14 RFP No. 13 -075, City of Santa Ana 25F -80 Real Estate Consultant, Tustin, California; 1989 -1992 • Advised developers and property owners on developing, financing, marketing and managing more than $200 million of real estate. • Identified and analyzed target markets and developed marketing strategies and tools. • Resolved complex land use issues and secured project entitlements. • Directed design review processes and enforced land use constraints. • Negotiated and closed project financing. • Managed contracts for property management and design and construction services. Project Manager, Emkay Development Company, Inc., Newport Beach, California; 1980 -1989 • Developed raw land and office, industrial, research and development, and commercial properties. Secured master plan and site specific entitlements for 1.5 million square feet of commercial space in a high - profile environment, working closely with city officials and owners of adjacent properties. Successfully incorporated community services including day care center, medical facilities, shopping center and auto care centers into commercial environments. • Sold office, industrial and commercial buildings, finished lots and acreage. Increased project marketability by creating the first on -site day care center in an Orange County business park. Created and implemented concise, practical development guidelines. • Acquired $30 million of land for development. Negotiated and executed complex acquisition and development, financing and joint venture agreements. Significantly reduced acquisition costs and controlled development risks with comprehensive due diligence study and risk management programs. • Slashed building construction costs and delays by establishing cost - saving design and construction management systems. Created corporate build -to -suit program and trained regional managers in its implementation. Education Bachelor of Business Administration, University of Wisconsin- Madison, Real Estate and Urban Land Economics Major Continuing education courses through USC, UCLA, UCI and professional organizations Special Co- author of Real Estate Appraisal, a college level text published by Qualifications National Education Corp. Co- founder, First Vice President and Program Chairperson, Orange County Chapter, National Network of Commercial Real Estate Women Proposal for On -Call Right of Way Specialty Services RFP No. 13 -075, City of Santa Ana 25F -81 15 QUALIFICATIONS OF JOSEPH S. MONTANO Project Mr. Montano has been involved in assisting in the appraisal of more than 500 Experience properties. His duties include property inspection, market data research, report writing, and report preparation. Hennessey & Hennessey LLC - present • Orange County Transportation Authority - Assisted in the appraisal of 10 partial takings for the 1 -5 HOV Widening Project. The properties were commercial and residential land, a service station, and a fast food restaurant. • Orange County Transportation Authority - Assisted in the appraisal of 12 partial takings for the Lakeview Grade Separation Project. The properties included commercial, office, industrial, business park, and residential uses, and vacant land. • City of Anaheim - Assisted in the appraisal of 13 partial takings for the Katella Avenue Improvement Project. The properties included vacant land, industrial buildings, medical offices, a retail building, a service station, a full service restaurant, and a fast food restaurant. • City of Anaheim - Assisted in the appraisal of 16 remnant parcels of the Katella Smart Street Project. All properties were residential land. • City of Anaheim - Assisted in the appraisal of 23 full takings for the Brookhurst Street Widening and Improvement Project. All properties were single - family residences. • Riverside County Transportation Commission - Assisted in the appraisal reviews of 120 full and partial takings for the SR -91 Freeway Corridor Improvement Project. The properties were commercial, industrial, single - and multi - family residential uses, and open space. • City of Riverside - Assisted in the appraisal of six ownerships for the La Sierra SR -91 Interchange Project. The partial takings impacted two single - family residences and four commercial parcels. • City of Santa Ana - Assisted in the appraisal of 18 full takings for road widening and street enhancement purposes. There were 5 commercial properties and 13 single- family residences. The commercial properties included a fast food restaurant, a convenience market, a restaurant, and office buildings. • City ofAnaheim - Assisted in the appraisal of 16 partial takings for road widening and street enhancement. The properties included commercial, strip retail, medical office, and full- service and fast food restaurants uses. Education Rancho Santiago College, Orange, California General Education /Real Estate Studies Real Estate Principles and Real Estate Practice Proposal for On -Call Right of Way Specialty Services RFP No. 13 -075, City of Santa Ana 25F -82 16 3. Labor Resources Hennessey & Hennessey utilizes its permanent staff and selected subcontractors on an as- needed basis to ensure that adequate labor resources are available to complete all contract task orders on a timely basis. The following table illustrates a typical labor -hour allocation for a hypothetical assignment, the full take of a commercially improved property. Task Gather information on subject (e.g., physical characteristics, zoning, general plan, taxes, flood zone) Inspect subject neighborhood Inspect and photograph subject property Conduct comparable sales search Conduct rental survey View comparable sales and rentals in field Verify sales Analyze valuation and write report Type and prepare report Prepare exhibits Review, edit, refine document Prepare final document Hours to Complete Task Sharon A. Joseph S. Barbara L. Susan D. DocumentAll Hennessey Montano Zachry Taylor Stars 1.00 0.50 0.50 0.50 1.50 1.50 1.50 6.00 4.00 6.00 6.00 6.00 3.00 12.00 2.00 12.00 - 4.00 2.00 3.00 3.00 3.00 1.00 1.00 - 1.00 24.00 19.00 24.00 10.00 5.00 4. Project Organization Chart The organization of the key members of the Hennessey & Hennessey team is summarized in the table below. Proposal for On -Call Right of Way Specialty Services RFP No. 13 -075, City of Santa Ana 25F -83 17 5. Availability of Key Personnel Hennessey & Hennessey provides the necessary personnel to meet any reasonable time table. Key personnel will be available to the extent proposed for the duration of the project. Additionally, upon approval from the City of Santa Ana, Hennessey & Hennessey also has the capability to utilize other independent contractors with whom the firm has developed working relationships. This ensures that staffing will be adequate to meet the needs of any given assignment. Hennessey & Hennessey is fully committed to providing the level of effort necessary to meet any reasonable schedule and professional standards for technical excellence. Proposal for On -Call Right of Way Specialty Services RFP No. 13 -075, City of Santa Ana 25F -84 18 Statement of Understanding and Work Plan Approach to Completing Tasks Hennessey & Hennessey is a highly qualified team of professionals who have experience in appraisals and the acquisition process for cities and public agencies. Hennessey & Hennessey has the technical expertise required for the valuation types specified in the RFP. Our overriding goal is to complete the work in a timely and technically correct manner, while treating the people impacted by the project in a respectful and equitable manner. 2. Outline of Activities of the Approach to Scope of Work a. Define the appraisal problem, including identifying the real estate and real property rights to be valued, the date of value, the date of the report, the intended uses and users of the appraisal, the definition of fair market value, and other assumptions and limiting conditions. b. Send by mail, in compliance with the statutory requirement, a letter to each parcel owner offering the opportunity to accompany the appraiser during an inspection of the property. This notice and all contacts with the property owner will be recorded in a parcel diary. c. For partial acquisition assignments, contact the City's representative to request that surveyors stake or mark the right of way lines on the subject properties for clarity. d. Conduct on -site inspections of the subject properties. Photograph, measure, and itemize the improvements. For partial acquisitions, itemize the improvements within the part taken. e. Conduct a field investigation of the subject properties' environs, including gathering data on the region, the city, and the neighborhood from governmental agencies, real estate agencies, city historical documents, planning and zoning documents from the appropriate city, informa- tion from county and city taxing authorities, and other published sources. This data is gathered in order to analyze the pertinent trends and constraints affecting the value of the properties. f. Analyze the highest and best use of each of the subject properties as though vacant and available for development and as improved as defined in the appraisal. g. Search for and analyze relevant, comparable data from the County Assessor's records, the title reports (if supplied), the appropriate city's Planning Department, and other data sources, including buyers, sellers, and brokers. h. Use the above information in the application of the three approaches to value: the Cost Approach, the Sales Comparison Approach, and the Income Capitalization Approach, as applicable. L Estimate and analyze the fair market value of full acquisitions and partial acquisitions. In regard to partial acquisitions, specifically analyze the parts taken and any damage and /or benefits that may accrue to the remainders by reason of the takings and the construction of the project in the manner proposed. j. Thoroughly review any specialty appraisals such as fixtures and equipment and /or business goodwill valuations and analyze the values of these items as they relate to the total value of the properties for inclusion in the overall fair market valuation, when requested. k. Prepare a narrative report in conformance with the Uniform Standards of Professional Appraisal Practice (USPAP), the Caltrans Right of Way Manual - Chapter 7, Appraisals (when applicable), State and Federal Uniform Relocation Assistance and Real Property Acquisition Proposal for On -Call Right of Way Specialty Services RFP No. 13 -075, City of Santa Ana 25F -85 19 Policies Acts, applicable eminent domain law, state - approved appraisal requirements, and in some cases Uniform Appraisal Standards for Federal Land Acquisitions. I. Provide one draft appraisal report to the review appraiser, if required. Upon approval of the draft report, provide one original of the final appraisal report, which may consist of more than one volume, and one electronic copy to the City. All of the above activities in the Approach to Scope of Work will be performed by Sharon A. Hennessey, Barbara L. Zachry, Susan D. Taylor, or Joseph S. Montano. Subcontractors will be utilized as necessary. 3. Schedule for Completing Tasks The schedule for completing tasks will be determined by the requirements of the City of Santa Ana. In general, appraisal assignments will be completed in four to eight weeks, depending upon the complexity of the assignment. 4. Methods to Ensure Quality Control Hennessey & Hennessey shall have a Quality Control Plan in effect during the entire time work is being performed under the Agreement. The Quality Control Plan shall establish a process whereby work products are independently checked, corrected, and back checked. All project - related correspondence and documents should be maintained and bound in appropriate project files. Additionally, all electronic files shall conform with the City's file- naming system. Sharon A. Hennessey has full management, scheduling, and financial responsibility for the contract work. The project team will meet weekly to review the progress towards completion of their assigned tasks and the quality of the work product, and to coordinate the team's efforts. Ms. Hennessey will monitor the team members' work in progress, time sheets, and invoices on a weekly basis to ensure that the final work product will meet the firm's quality standards and be completed in a timely manner and within budget parameters. 5. Special Issues or Problems If any special issues or problems arise during the assignment, Ms. Hennessey will contact the City of Santa Ana to discuss the best way to proceed. 6. Enhancements or Procedural Innovations Not applicable. Proposal for On -Call Right of Way Specialty Services RFP No. 13 -075, City of Santa Ana 25F -86 20 Exhibits Proposal for On -Call Right of Way Specialty Services UP No. 13 -075, City of Santa Ana 25F -87 CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL RIGHT OF WAY SPECIALTY SERVICES RFP NO.: 13 -075 NON- COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid, Note: The above Non - collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non - collusion Affidavit. BIDDERS are cautioned that making a false certificgtign may subject the certifier to criminal prosecution. Signed State of Calif rnia County of Sub $ir}q d and s� wgrn to (or ffpv ed) before r 1,� y o or roved to me appeared before me. me on this M/W day of ^' 20 , by on the basis of satisfactory evidence to a the person t) who Notary Public Seal r•• FNOTCA0VMMeJL1C ED JATTALA 2tl12173 $ALIFOANIA NC OUNTY ENP. MGM, i�, Apl CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL RIGHT OF WAY SPECIALTY SERVICES RFP NO.: 13-076 The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her. knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities ". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm "cm lz t1 � LLC Signed and Printed Title Date 121 1 (o- 13 25F -89 25F -90 EXHIBIT B FEESCHEDULE City of Santa Ana RFP No. 13.075 4n -Call Right of Way Specialty Services Specialty Area (A7) Real Property Appraisal Fee Proposal Hennessey & Hennessey LLC Name Job Title/ Classification job function fully Burdened Hourly Rate Sharon A. Hennessey Project Manager Real estate appraisal $225 Court testimony $325 Barbara L. 7achry Senior appraiser Real estate appraisal $225 Susan D. Taylor Associate Appraisal consultant $100 Joseph S. Montano Associate Appraisal assistant $70 Document All Stare ProJectsupport Roportpreparatinn $70 25F -91 25F -92 AGREEMENT FOR PROVISION OF PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this 4th day of February, 2014 by and between Desmond, Marcello, and Amster, LLC, (hereinafter "Consultant ") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of appraisal of furniture, fixtures and equipment ( "FF &E ") and business goodwill. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide all labor, materials, tools, equipment, services and incidental customary work required to fully and adequately provide both FF &E and business goodwill appraisals, as set forth in City's Request for Proposals 13 -075 — On -Call Right of Way Specialty Services, attached as Exhibit A, as more specifically described in Consultant's Proposal for FF &E Appraisals, attached as Exhibit A -1, and Consultant's Proposal for Goodwill Appraisals, attached as Exhibit A -2. All attached Exhibits are incorporated by this reference. Consultant services shall be provided on an on -call basis at the written request of the Executive Director of Public Works, or his designee. 2. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Wi; 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibits B -1 and B -2, attached hereto and incorporated by reference. The total sum to be expended by City for services pursuant to this Agreement shall not exceed • $200,000 for FF &E appraisal services $200,000.00; and • $300,000 for business goodwill appraisal services b. Invoices L The Consultant shall submit a monthly invoice by the fifteenth of the month to the City for the services rendered in the prior month. ii. All invoices for work performed under this Agreement shall be submitted in a format approved by the City. Invoices shall include the following information at a minimum: a. Consultant's invoice number b. Beginning and ending dates for services c. City project number and/or name (if applicable) d. Work site address /location (if applicable) e. Tasks or deliverables completed, and percent of total services completed c. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2015, unless terminated earlier in accordance with Section 14, below. The term of this Agreement may be extended by a writing executed by the City Manager. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: 25F -94 a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. iii. Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims "), which may arise from or in any manner related (directly or indirectly) to any work performed or services provided under this Agreement (including, without 25F -95 limitation, defects in workmanship and/or materials) or Consultant's presence or activities conducted performing the work (including the negligent and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 8. LAWS AND REGULATIONS Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the services and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising wherefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 25F -96 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copy to: Executive Director of Public Works City of Santa Ana Attn: Design Engineering 20 Civic Center Plaza (M -36) P.O. Box 1988 Santa Ana, California 92702 Fax 714 - 647 -5635 To Consultant: Desmond, Marcello, and Amster, LLC Aaron D. Amster 6060 Center Drive, Suite 825 Los Angeles, California 90045 Fax 310 - 216 -0800 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the authorized representatives of the parties. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 25F -97 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. The parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 25F -98 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: EDWIN "WILLIAM" GALVEZ, P.E. Interim Executive Director — PWA CITY OF SANTA ANA DAVID CAVAZOS City Manager DESMOND, MARCELLO AND AMSTER, LLC AARON D. AMSTER, ASA 25F -99 25F -100 EXHIBIT A SCOPE OF SERVICES GENERAL REQUIREMENTS — RIGHT OF WAY SERVICES Consultants under contract with the City of Santa Ana will provide support to City of Santa Ana staff or designee on an as- needed basis. • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience working on State and Federally funded projects. All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • Any real estate appraiser provided by Consultant must be certified and a Member of the Appraisal Institute. • All acquisition agents and property managers, performing work for the City, must hold a valid California Real Estate License. Salespersons must be registered with California Department of Real Estate (DRE), as working solely under the Consultant's supervising broker of record. • Work may include, but not be limited to, the following: onsite review of the project area; review of existing records; conducting research and performing analysis; information gathering; negotiations; development of strategies. • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has full responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub - consultants. The Consultant shall review all work performed by its sub - consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. • The Consultant shall have a Quality Control Plan in effect during the entire time work is being performed under this Agreement. The Quality Control Plan shall establish a process whereby work product is independently checked, corrected and back checked. All Project related correspondence and documents shall be maintained and bound in appropriate project files. Electronic files shall conform to City's file naming system 25F -101 • Consultant shall diligently work on each assignment and complete each task in accordance with the schedule to accommodate the City's needs. • Consultant's work will be subject to inspection by City, County, State and Federal representatives. • Project files, including copies of all correspondence, reports, documents, and electronic files shall be submitted to the City as requested and electronically updated at least monthly. • All work, including reports, analysis, data, and intellectual property developed during the life of the Agreement shall become the property of the City. • The Consultant will receive written notification of the award of the contract. Upon on such notification, the Consultant will proceed with the services required by the Agreement. • The Consultant shall complete work under the direction of City staff. The Consultant will be expected to provide experienced and knowledgeable professional staff which will be responsive and maintain excellent working relationships with property owners, tenants, and City staff. The Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. The Consultant shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. FURNITURE, FIXTURES AND EQUIPMENT APPRAISAL SERVICES includes: • Budgetary Estimates of Fixtures and Equipment Values Budgetary estimates are used by public agencies in planning and preparing a project budget. Consultant's estimates of fixtures and equipment values will be based upon a "drive by" site inspection of the subject business, limited market research, and any publicly available data. In addition, the estimate should be based on Consultant's experience in preparing fixtures and equipment appraisals of comparable businesses, as well as Consultant's knowledge of relevant statutes and case law, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a brief letter to the City Attorney. • Fixtures and Equipment Appraisals Consultant will provide a fully contained appraisal report, in triplicate, of the improvements pertaining to the realty and major movable equipment of each business appraised. The report will include an estimate of the fair market value in place and liquidation value of all appropriate items and will be prepared in conformance with Article 3 of the California Code of Civil Procedure, Sections 1263.205 and 1263.210. (Compensation for losses in connection with movable personal property is included in the California Code of Regulations, Title 25, Sections 6090 and 6092.) Appraisal procedures will be guided by the Uniform Standards of Professional Appraisal Practice (USPAP). 25F -102 In preparing each comprehensive appraisal, Consultant will: inspect the business' facility; prepare an inventory of the improvements pertaining to the realty and major movable equipment; coordinate appraisal activities with the real estate appraiser to avoid duplication of compensation; interview the business' owner /manager regarding the business' history, operations and tangible assets owned; and utilize generally accepted valuation methodology to determine the fair market value in place and liquidation value of the appropriate items owned by the business. Furniture, Fixtures and Equipment Appraisals tasks may include: • Inspect the business facility. • Prepare separate inventories for the Fixtures & Immovable Equipment and Movable Personal Property. • Coordinate appraisal activities with the real estate appraiser to avoid duplication of compensation • Interview the business owner regarding the history, operation and tangible assets owned. • Prepare and deliver to the City Attorney, a report utilizing accepted valuation methodology to estimate the replacement cost new, fair market value in place and salvage value of the appropriate items owned by each business operation. BUSINESS GOODWILL APPRAISAL SERVICES includes: • Budgetary Estimates of Goodwill Loss Budgetary estimates are used by public agencies in planning and preparing a project budget. Consultant's estimate of goodwill loss will be based upon a "drive by" site inspection of the subject business, limited market research, and any publicly available data. In addition, these estimates will be based on Consultant's experience in preparing goodwill loss appraisals of comparable businesses, as well as relevant statutes and case law, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a brief letter to the City Attorney. • Goodwill Loss Acquisition Appraisals During the early stages of property acquisition, Consultant may provide preliminary estimates of goodwill loss. Acquisition appraisals are based upon data, which may be provided by the business' ownership. Such information may include: leases; background on the business provided via owner /management interviews; historical and prospective financial data; and information about proposed relocation sites. In addition, Consultant shall perform basic transactional research in light of Consultant's understanding of the business' operations and financial condition. Consultant will coordinate with real estate and FF &E appraisers to avoid duplication of compensation. Consultant's analyses will be guided by relevant statutory and case law pertaining to compensation for loss of goodwill. 25F -103 The result of each acquisition appraisal study shall be presented in a brief report with attached schedules. The appraisal report shall include a statement of the purpose of the assignment, the sources of information utilized, a brief description of the subject business and the valuation methods employed. Consultant shall note any assumptions made in performing the analyses, as well as all information requested from the business' ownership, but not received, which, upon review by Consultant, may have an impact on the value conclusion. 25F -104 EXHIBIT A -1 CONSULTANT'S PROPOSAL FURNITURE, FIXTURE AND EQUIPMENT APPRAISAL 25F -105 STATEMENT OR UNDERSTANDING .& WORK PLAN A Scope of Work Statement DM &A's appraisal specialty, furniture, fixtures and equipment valuation, Is a vital component of any acquisition project. Our appraisers recognize the Importance of a detailed approach to any assignment, and are cognizant of our role as representing our clients. Our professionals have extensive experience interviewing business owners, and make efforts to address theirconcorns and needs in these meetings, DM &A has bilingual professionals to interface with Spanish- speaking business owners. We work closely with agency staff and their attorneys in order to keep all parties apprised ofthe status of our appraisal projects. The firm can assist the City with the following key services. Budgetary Esllmales DM &A can assist 1n the project punning phase by preparing budgetary fixtures and equipment estimates. These estimates are based upon limited site inspections and our experience in valuing comparable businesses. This type of analysis does not include detailed inventory of fixtures and equipment or in- depth market and cost research. Accordingly, the conclusions tire highly preliminary and inappropriate for settlement negotiations. The preliminary estimates are solely suitable for budgetary purposes. Comprehensive Appraisals In providing furniture, fixtures and equipment appraisal services to the City, DM &A will perform the necessary research, investigation, and analysis to provide written appraisal reports in compliance wl0) the standards of the Uniform Standards of Professional Appraisal Practice (USPAP), the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, and Public Law 91 -646 (the Uniform Act) as they pertain to fixtures mid equipment vatuntions, The appraisals we provide can be used for settlarm nt nogotiations and are appropriate for legal exchange. In addition, DM &A's fixtures and equipment specialist has experience in providing testimony in depositions regarding conclusions of value, DM &A can provide litigation support functions related to 16 25F -106 fixtures and equipment matters, such as assistance in discovery, reviewing other appraisals, and preparing direct and rebuttal testimony. B Task Completlan Anuroaoh Our approach to the appraisal process is thorough, collaborative, and professional. Our appraisers recognize the importance of detailed approach to any assignment, and are cognizant of our role as representing our clients. We work closely with agency staff and their attorneys in order to keep all parties apprised of the status of our appraisal projects C Seguentialontline DM &A's work will encompass steps including, but not limited to, the following; • Communleations with City management to ascertain the scope of the assignment (Marcus Pigrom will communicate with all parties); • Coordination with relocation agents, acquisition agents and attorneys (Marcus Pigrom will handle all coordination); • Scheduling a site inspection convenient to the business' owners and management (Mr reus Pigrom will handle all site inspection scheduling); • Preparing a complete inventory of the assets at the subject business locution, This inventory includes a description of the assets us well as obsarvalion of their age, condition, and method of installation, if any (Marcus Pigrom and Cory Wiles and /or Enno Palm -Leis will prepare the inventory of the assets); • Review of any documentation pertaining to the assets provided by the business owner and /or manager, such as Invoices, depreciation schedules, and construction contracts (Marcus Pigrom will carry out all documentation review); • tnwivlewing business owners and /or managers (Marcus Pigrom will conduct all owner interviews); 17 25F -107 • Researching the marketplace for each of the assets identified on•site. Such research includes reference to a variety of publications as well as discussions with individuals knowledgeable about the market for the assets (Marcus Pigrom and Cory Wiles and /or Enna Palm -Leis will do the research); • Coordinating with other appraisers to avoid duplication of compensator (Marcus Pigrom will coordinate with other appraisers); • Applying valuation methods including the Market Approach and Cost Approach to the subject assets (Marcus Pigrom and Cory Wiles and /or Enna Palm -Leis will apply the valuation methods); and • preparing the appraisal report for submission (Marcus Pigrom and Cory Wiles and/or Enna Palm- Leis will complete the report preparation). • Repot review— A member of the Goodwill Department will Pon Conn a secondary review of all Flxtm'e and Equipment appraisal reports, D Victor(8chgdule The schedule for completion of fixha as and equipment appraisal can vary widely depending upon the complexity of the business appraised and the degree of cooperation from the business' ownership. It Is our experience that, assuming toll and timely cooperation from all parties, so appraisal can be completed within 90 days of a ellent's authorization to proceed. DM &A actively communicates project status with clients via email, conference calls, or any other means preferred by the client. To the extent any data or information necessary For an appraisal is not forthcoming, we will notify City officials in a timely manner such that steps can be taken to obtain the necessary data. Budgetary estimates can generally be completed within 2D to 70 days. 18 25F -108 L Onality. Budget and Schedrde Conh�al Our collaborative business approach allows DM &A to have a level or quality control and responsiveness that is unique in our market. DM &A's appraisal review process is thorough and involves oversight by firm partners. Budgets and schedules are closely monitored, and appropriate management controls have been implemented to maximlae employee productivity. DM &A's delivery record or projects on time and within budget is evidence of the firm's superior quality control. tr $nCCh1113anea DM &A has not identified any special issues at this time. G Proposed Enhancements To the extent that DM &A finds any avenues to enhance efficiency, quality and/or responsiveness, we will pass along such ideas to the City during the course of the Project. 25F -109 25F -110 EXHIBIT A -2 CONSULTANT'S PROPOSAL GOODWILL APPRAISAL SERVICES 25F -111 E Yrolect Organization Chart DM &A ORGANiZKBON CHART Goodwill Loss and Fixtures & Equipment Departments Aaron Aanstor Maaeleale Nin Sr. Partner I Partner Ricardo Goal Eric Lietaow Diane Christenson Maros Plgrom Ptlrcipal Sr. Manager Manager Sr, Manager Goodwill APPralsor) (Sr. GoodWill Appraiser) ( sr. Goodwill Appraiser) I I (F &E Project Mara Sr. Financial Analyst I I Financial Analyst I I F &E Appraiser II F &E Appraiser 25F -112 4, STATEMENT OR UNDERSTANDING & WORK PLAN Ass of Work Statement DM &A's appraisal specialty, business goodwill valuation, is a vital component of any acquisition project. The firm can assist the City with the following key services. Budgetary Esdnrales of Goodwill Loss Il can assist In the planning phase of a project by preparing budgetary goodwill loss estimates. These estimates are based upon limited site inspections of the subject businesses, access to any publicly available data, limited transactional research, and our extensive experience in valuingeomparablo businesses and in negotiated settlements and jury awards in eminent detrain proceedings, This analysis does not include management interviews, review and analysis of historical red prospective financial records, nor in depth industry and market research. Accordingly, the conclusions are highly preliminary and inappropriate for settlement negotiations. The Preliminary estimates are solely suitable for budgetary purposes. Budgetary estimates can generally be completed within 20 to 30 days, Goodwill Lass Acquisition Appraisals DM &A's acquisition appraisals are based upon data which may be provided by the business' ownership at its discretion. Such information may include leases, background on the business provided via owner /mmtagoment interviews, historical and prospective financial data, and information about proposed relocation sites, In addition, li will perform basic transactional research in light of our understanding of tho business' operations and financial condition, Il will also coordinate with real estate and fixtures and equipment appraisers to avoid duplication of compensation. further, DM &A's analyses will be guided by relevant statutory and case law pertaining to compensation for loss of goodwill, The result of each acquisition appraisal study is presented in a brief report with attached schedules. Included within this document are the purpose ol'the assignment, the sources of information utilized, a brief description of the 25F -113 subject business and the valuation methods employed. DM &A will note any assumptions made in performingtlte analysis, as well as all information requested from the business' ownership, but not received, which, upon review by DM &A, may have an impact on the value conclusion. Lttlgallon Supporl DM &A is available to provide litigation support services to the City regarding any business affected bythe, types of projects outlined above. These services would include, but are not limited to, aiding attorneys in the discovery process, reviewing opposing expert appraisals, and testifying at deposition and/or trial 13 Task Completion Approach Our approach to the appraisal process is thorough, collaborative, and professional. Our appraisers recognize the importance of a detailed approach to any assignment, and are cognizant of our role as representing our clients, Our professionals have extensive experience interviewing business owners, and make efforts to address their concerns and needs in these meetings. DM &A has bilingual professionals to interface with Spanish�spcaking business owners, we work closely with agency staff and their attorneys in order to keep all parties apprised of the status of our appraisal projects C. Sequential Outline DM &A's work will encompass steps including, but not limited to, the following • Interviews with the owners and /or managers of thc subject business. Such interviews are intended to provide DM &A with a thorough understanding of the business' products, operations, management, employees, marketing, competition, and industry, as well as an understanding of recent financial trends and outlook; performed by Aaron Amster and /or Madeleine Mamnnx; • Site and area inspections of both the subject location and the business' relocation site, if applicable, performed by Aaron Amster or Madeleine Mamaux; • Review and analysis of financial statements of the subject business, including internal income statements and balance sheets as well as tax returns, performed by Ricardo Carl, Cric Lists^ Diane Christenson, 25F -114 Kevin Blair, and /or Zach Doran, and reviewed by Anton Amster and Madeleine Mamaux; • Review of leases and other contracts pertinent to the business' operations, performed by Ricardo GOO, Brie Uetzow, Diane Christensen, Kevin Blair, and /or Zach Dorms, and reviewed by Aaron Amster mid Madeleine Mamaux; • Coordination with other professionals, such as Fixtures and equipment appraisers, real estate appraisers, and relocation consultants, to avoid duplication of compensation, performed by Ricardo Gobi, Eric Lietzow, Diane Christensen, Kevin Blair, and /or Zach Doran, and reviewed by Aaron Amster and Madeleine Mamaux; • Independent research in the business' industry and the economic factors affecting the business, porformed by Ricardo Gobi, Eric Lietzow, Diane Christensen, Kevin Blair, and /or Zach Doran, and reviewed by Aaron Amster and Madeleine Mamaux; • Research into the marketplace for sales of businesses similar to the subject, performed by Ricardo Gobl, Eric Lietzow, Diane Christensen, Kevin Blair, and /or Zaoh Doran, and reviewed by Anton Amster and Madeleine Mamaux; • Investigation of the impact of the taking and /or of relocation, if applicable, on the business' revenues and profits in the "after" condition; and • Implementation of valuation methods, such as the Income Approach and Market Approach, to determine the value of the business' goodwill In both the before condition and In the after condition, performed by Ricardo Gobi, Eric Lietzow, Diane Christensen, Kevin Blair, and /or Zach Doran, and reviewed by Aaron Amster and Madeleine Mamaux.. D.. Protect Schedule The schedule for completion of business goodwill appraisal can vary widely depending upon the complexity of the business appraised and the degree of cooperation from the business' ownership. It is our experience that, assuming full and timely coopeation fl em all parties, an appraisal can be completed within 70 days of a client's authorization to proceed. DM &A actively conununicates project status with opens via email, conference calls, or 25F -115 any other means preferred by the client, To the extent any data or in formution necessary form appraisal is not forthcoming, we will notify City officials in a timely manner such that steps can betaken to obtain the necessary data. Budgetary estimates can generally be completed within 15 to 20 days, E Quality. Buda:et and Schedule Control Our collaborative business approach allows DNI &A to have a level of quality control and responsiveness that is unique in our market, DM &A's appraisal review process is thorough and involves oversight by firm partners. Budgets and schedules are closely monitored, and appropriate marmgentent controls have been implemented to maximixo employee productivity. DM &A's delivery record or projects on time and within budget is evidence of the firm's superior quality control, r Special issue9 DM &A has not identified any special Issues at this time, G Proposed Enhancements TG the extent that DM &A finds any uvenues to enhance efficiency, quality amt /or responsiveness, we will pass along such ideas to the City during the course of the project. 25F -116 EXHIBIT B -1 FEESCHEDULE FF &E APPRAISALS 25F -117 E. COST AND PRICE PROPOSAL Pricing Detail —Fixtures; and Euuinment Aonraisal DM&A does net analyze Individual work tasks separately for proposal pricing. The bulk of the time spent typically involves inventorying relevant items and valuation researoh. The amount of time spent on review also varies by assignment, JDM &A's services are very business /tenant specific. Meaningful fee estimates cannot be given without knowing the types of businesses for which our services may he needed. Therefore we have provided business type information in the average cost estimates below and assumed "typical" situations, Summary Re port Average Typical Hours Required Project Manager Rate Cost Business e* Estimate - --e ---��� Small Retail & Services 16 $150 $2,4014 Restaurants /Bans 25 $150 $3,750 Independent Wholesale /Manufacturin 40 $150 $6,000 Gasoline stations (may inolu 10 _ convenience stores, auto repair, 36 $150 $5,400 slid car wash 'List is not all inclusive of'possible business types. DM &A will not submit claims for roimbursesuent of mileage, overtime, travel costs or ordinary costs incurred in the appraisal process, Howaver, reimbursable expenses may be Incurred during litigation, and may include preparation of trial exhibits. 25F -118 Rate Schedule Desmond, Marcella & Amster Title Staff Member Standard Rate Depo /Court Appearance Rate BUSINESS VALUATION /GOODWILL Senior Partner Aaron Amster $325 $450 Partner Wesley Nutten 305 425 Partner Madeleine Mamaux 295 400 Principal Ricardo GoIi 225 300 Senior Manager Eric Lietzow 200 250 Manager Diane Christensen 175 250 Senior Financial Analyst Kevin Blair 150 N/A Financial Analyst Zaeln Doran 125 N/A TANGIBLE ASSET VALUATION Senior Manager Marcus Pigrom 150 200 Appraiser Enno Palm -Leis 150 N/A Appraiser Cory Wiles 100 N/A 25F -119 25F -120 EXHIBIT B -2 FEE PROPOSAL GOODWILL APPRAISAL SERVICES 25F -121 DESMOND, MARCELLO & AMSTER FEEPROPOSAL Pricing Detail — Business Goodwill Appraisal DM &A does not analyze individual work tasks separately for proposal pricing, The bulk of the time spent typically involves financial analysis, research, and valuation analysis tasks. The amount of time spent on review also varies by assignment. DM &A's services are very business /tenant specific. Meaningful fee estimates cannot be given without knowing the types of businesses for which our services may be needed. Therefore we have provided business type information in the average cost estimates below and assumed "typical" situations, 5ummar Re ort Appraiser Ave. Rate+ Peeler Mgr. Ave. Rate =Avera a Cost Estimate Project Manager Average Cost Business T e" Appraiser Average Rate Avers a Rnte Estimate Small Retail & Services 19 hrs, a $175 =$3,325.00 8 Ins, @ $275 =$2,200 $5,523 Restaurants /Br's 21.5 his $175 =$3,76250 10 Ins, P, $275= $2,750 $6,513 independent Who Wholeosale/IVlauo Factoring 27 hrs, © $175 = $4,725.00 12 hrs. @ $275 = $3,300 $8,02,5 Gasoline Stations (may include convenience stores, auto repair, 21.5 hrs. © $175 = $3,762,50 10 M. @ $275 = $2,750 .$6,519 and car wash) *List is not all Inclusive olle ssible business types DM &A will not submit claims for reimbursement of mileage, overtime, travel costs or ordinary costs incurred in the appraisal process, However, reimbursable expenses may be incurred during litigation, and may include preparation of trial exhibits, 25F -122 Rate Schedule Desmond, Mat-cello & Amster Business Goodwill Appraisal Services T @le M Staff ember Standard Rata Depo /Court Appearance Rate BUSINESS VALUATION /GOODWILL Senior Partner Aaron Amster $325 $450 Partner Wesley Nutten 305 425 Partner Madeleine Mamaux 295 400 Principal Ricardo Gofii 225 Senior Manager Eric Lletzow 200 Manager Diane Christensen 175 W30 Senior Financial Analyst ICevin Blair I50 Financial Analyst Zaoh Doran 125 25F -123 25F -124 AGREEMENT FOR PROVISION OF PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this 4th day of February 2014, by and between Hodges, Lacy & Associates, LLC, a California Limited Liability Company (hereinafter "Consultant ") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of furniture /fixtures and equipment appraisal services. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide all labor, materials, tools, equipment, services and incidental customary work required to fully and adequately provide furniture, fixture and equipment appraisal services, as set forth in City's Request for Proposals 13 -075 — On -Call Right of Way Specialty Services, attached as Exhibit A, as more specifically described in Consultant's Proposal, attached as Exhibit A -1. All attached Exhibits are incorporated by this reference. Consultant services shall be provided on an on -call basis at the written request of the Executive Director of Public Works, or his designee. 2. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B, attached hereto and incorporated by reference. The total sum to be expended by City under this Agreement shall not exceed $200,000.00 during the term of this Agreement. 2 ifh11 -p b. Invoices i. Consultant shall submit a monthly invoice by the fifteenth of the month to the City for the services rendered in the prior month. ii. All invoices for work performed under this Agreement shall be submitted in a format approved by the City. Invoices shall include the following information at a minimum: (a) Consultant's invoice number (b) Beginning and ending dates for services (c) City project number and /or name (if applicable) (d) Work site address /location (if applicable) (e) Tasks or deliverables completed, and percentage ( %) of total services completed. c. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2015, unless terminated earlier in accordance with Section 14, below. The term of this Agreement may be extended by a writing executed by the City Manager and the Consultant. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protecting against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insured's provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 25F -126 c. Worker's Compensation Insurance, hi accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Contractor shall maintain all insurance required above in fall force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. iii. Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims "), which may arise from or in any manner related (directly or indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects in workmanship and/or materials) or Consultant's presence or activities conducted performing the work (including the negligent and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 8. LAWS AND REGULATIONS Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the services and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising wherefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, 25F -127 pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and farther agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714 - 647 -6956 With courtesy copy to: Executive Director of Public Works City of Santa Ana Attn: Design Engineering 20 Civic Center Plaza (M -36) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -5635 To Consultant: Hodges, Lacy & Associates, LLC Richard Hodges 19647 Valley View Drive Topanga, CA 90290 Fax 800 - 934 -8092 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United 25F -128 States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the authorized representatives of the parties. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. The parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 25F -129 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: EDWIN "WILLIAM" GALVEZ, P.E. Interim Executive Director Public Works Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager HODGES, LACY & ASSOCIATES, LLC RICHARD HODGES (Title) 25F -130 WO TiL1 SCOPE OF SERVICES GENERAL REQUIREMENTS — RIGHT OF WAY SERVICES Consultants under contract with the City of Santa Ana will provide support to City of Santa Ana staff or designee on an as- needed basis. • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience working on State and Federally funded projects. All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • Any real estate appraiser provided by Consultant must be certified and a Member of the Appraisal Institute. • All acquisition agents and property managers, performing work for the City, must hold a valid California Real Estate License. Salespersons must be registered with California Department of Real Estate (DRE), as working solely under the Consultant's supervising broker of record. • Work may include, but not be limited to, the following: onsite review of the project area; review of existing records; conducting research and performing analysis; information gathering; negotiations; development of strategies. • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has full responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub - consultants. The Consultant shall review all work performed by its sub - consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. • The Consultant shall have a Quality Control Plan in effect during the entire time work is being performed under this Agreement. The Quality Control Plan shall establish a process whereby work product is independently checked, corrected and back checked. All Project related correspondence and documents shall be maintained and bound in appropriate project files. Electronic files shall conform to City's file naming system. 25F -131 • Consultant shall diligently work on each assignment and complete each task in accordance with the schedule to accommodate the City's needs. • Consultant's work will be subject to inspection by City, County, State and Federal representatives. • Project files, including copies of all correspondence, reports, documents, and electronic files shall be submitted to the City as requested and electronically updated at least monthly. • All work, including reports, analysis, data, and intellectual property developed during the life of the Agreement shall become the property of the City. • The Consultant will receive written notification of the award of the contract. Upon on such notification, the Consultant will proceed with the services required by the Agreement. • The Consultant shall complete work under the direction of City staff. The Consultant will be expected to provide experienced and knowledgeable professional staff which will be responsive and maintain excellent working relationships with property owners, tenants, and City staff. The Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. The Consultant shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. FURNITURE, FIXTURES AND EQUIPMENT APPRAISAL SERVICES includes: • Budgetary Estimates of Fixtures and Equipment Values Budgetary estimates are used by public agencies in planning and preparing a project budget. Consultant's estimates of fixtures and equipment values will be based upon a "drive by" site inspection of the subject business, limited market research, and any publicly available data. In addition, the estimate should be based on Consultant's experience in preparing fixtures and equipment appraisals of comparable businesses, as well as Consultant's knowledge of relevant statutes and case law, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a brief letter to the City Attorney. • Fixtures and Equipment Appraisals Consultant will provide a fully contained appraisal report, in triplicate, of the improvements pertaining to the realty and major movable equipment of each business appraised. The report will include an estimate of the fair market value in place and liquidation value of all appropriate items and will be prepared in conformance with Article 3 of the California Code of Civil Procedure, Sections 1263.205 and 1263.210. (Compensation for losses in connection with movable personal property is included in the California Code of Regulations, Title 25, Sections 6090 and 6092.) Appraisal procedures will be guided by the Uniform Standards of Professional Appraisal Practice (USPAP). 25F -132 In preparing each comprehensive appraisal, Consultant will: inspect the business' facility; prepare an inventory of the improvements pertaining to the realty and major movable equipment; coordinate appraisal activities with the real estate appraiser to avoid duplication of compensation; interview the business' owner /manager regarding the business' history, operations and tangible assets owned; and utilize generally accepted valuation methodology to determine the fair market value in place and liquidation value of the appropriate items owned by the business. Furniture, Fixtures and Equipment Appraisals tasks may include: • Inspect the business facility. • Prepare separate inventories for the Fixtures & Immovable Equipment and Movable Personal Property. • Coordinate appraisal activities with the real estate appraiser to avoid duplication of compensation • Interview the business owner regarding the history, operation and tangible assets owned. • Prepare and deliver to the City Attorney, a report utilizing accepted valuation methodology to estimate the replacement cost new, fair market value in place and salvage value of the appropriate items owned by each business operation. 25F -133 25F -134 EXHIBIT A -1 CONSULTANT'S PROPOSAL 25F -135 4, STATEMENT OF llNDf:ILSq'AND[NO & WOORK PLAN( HIA's standard methodology and approach in appraising the fixtures and equipment of buslnossos situated on properties to be acquired by public agencies are as follows: • Upon commencement of the ongagcment, the real estate appraiser is contacted to discuss thoir approach to the property, as well as ours, in order to avoid duplication of compensation. • At the earliest, as well as most appropriate time (which involves coordination with the City), contact letters are seat to the business owners to introduce ourselves, explain our function in the potential acquisition process and encourage their involvement in the appraisal process. Particularly as it pertains to ldomi.fying the fixtures and equipment owned and /or installed by the business. Follow -up calls are placed to arrange field visits. • Upon arrival on-she, we interview the business owner and/or management regarding the history of the business and the tangible assets owned and request a tour of the famli y. • The bulk of our ou -site visit consists of preparing an inventory of the trade fixtures and movable equipment which we separate in our reports to assist in Compensation versus relocation issues. • Once the field work is complete we utilize generally accepted valuation methodology Including primarily the cost approach add the market approach, to estimate the roplacemont cost now, fair market value In place and tiquidatian value of the appropriate items owned by each business, • Finally, a narrative report is produced, including pictures. 9ofore the report is dolivored, wC contact the real estate appraiser again to discuss an improvements list as a final reconciliation to avoid duplication of compensation. • Addivonally,11LA will coordinate appraisal activities with the City's other consultants, representatives and legal counsel during the appraisal process. Hodges Lacey & Associates is a partnership of two, very experienced appraisers and we tae very flexible and highly mobile in terms of availability and responsiveness to small and largo projects alike. Hodges Lacey & Associates, LLC's primary focus of business is providing fixtures and equipment appraisals for property acquisitions by public agencies. Within our appraisals, we separate improvements pertaining to the realty from movablo equipment to better serve the client as well as the other consultants Involved in the assignment. We also make great efforts to ascertain the ownership of assets. Asido front holding the designations of Accredited Sonlor Appraiser by the American Society of Appraisers (Machinery & Tcohnieal Specialties), we have many yours of experience in tiro niche environment of working within the context of eminont domain and the complicated nuances of public agency properly acquisitions. Michael Lv.oy's oxperience in real estate appraisal is a great asset to our technical . knowledge when working in conjunction with real estate appraises a and sometimes needing to appraise major impruvenuerrts un nxora rmnplicated bosinrss occupied properties. We believe in proactive contaot With all consultants involved in our assignments whether for technical interaction or the availability to be ofassisttnce due to our intimate knowledge of the site. 25F -136 EXHIBIT B FEE SCHEDULE EHI.Hodges Lacey & Associates, LLC Fixtures, Machinery & Equipment Appraisal December t6,2013 City of Santa. Ana Attu: Kenny Nguyen Public Works Agency 20 Civic Center Plaza, 3 " Floor, Ross Annex Santa Ana, CA 92702 196¢7ValleyView Drive Topmp, CA 90290 O(Nce: (800) 30 &9860 Fax: (800) 9348092 www1dappralsaicom Re: Fee Proposal for On-Call Right of Way Specialty Services, Specialty Area (A2) Furniture, Fixtwes and Equipment Appraisal Services Dear Mr. Nguyen: Hodges Lacey & Associates, LLC ( "IILA ") is pleased to provide herein, our fee proposal for On -Call Right of Way Specialty Services, in particular for Specialty Area (A2) Furniture, Fixtures and Equipment Appraisal Services. Our stundard hourly rates are $150 per hour for appraisal work (inohrding budgetary estimates) and $300 for testimony is deposition and /or court. These fees are fully burdened. We look forward to a cautioned relationship with the City of Santa Ana and we greatly appreciate the Consultant Selection Cormrvttee's time and consideration, Sincerely, H'ODGES LACEY & ASSOCIATES, LLC Richard Hodges, ASA 25F -137 25F -138 AGREEMENT FOR PROVISION OF PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this 4th day of February 2014, by and between Donna Desmond Associates, a California corporation (hereinafter "Consultant ") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of business goodwill appraisal services. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall provide all labor, materials, tools, equipment, services and incidental customary work required to fully and adequately provide business goodwill appraisals, as set forth in City's Request for Proposals 13 -075 — On -Call Right of Way Specialty Services, attached as Exhibit A, as more specifically described in Consultant's Proposal, attached as Exhibit A -1. All attached Exhibits are incorporated by this reference. Consultant services shall be provided on an on -call basis at the written request of the Executive Director of Public Works, or his designee. 2. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not lim ted to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B, attached hereto and incorporated by reference. The total sum to be expended by City under this Agreement shall not exceed $300,000.00 during the term of this Agreement. 2 §fh71J ''S' b. Invoices i. Consultant shall submit a monthly invoice by the fifteenth of the month to the City for the services rendered in the prior month. ii. All invoices for work performed under this Agreement shall be submitted in a format approved by the City. Invoices shall include the following information at a minimum: (a) Consultant's invoice number (b) Beginning and ending dates for services (c) City project nurnber and /or name (if applicable) (d) Work site address /location (if applicable) (e) Tasks or deliverables completed, and percentage ( %) of total services completed. c. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2015, unless terminated earlier in accordance with Section 14, below. The term of this Agreement may be extended by a writing executed by the City Manager and the Consultant. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insured's provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 25F -140 c. Worker's Compensation Insurance. hi accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. iii. Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims "), which may arise from or in any manner related (directly or indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects in workmanship and/or materials) or Consultant's presence or activities conducted performing the work (including the negligent and/or willful acts, errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 8. LAWS AND REGULATIONS Consultant shalt keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the services and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising wherefrom. Consultant shall defend, 25F -141 indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714 - 647 -6956 With courtesy copy to: Executive Director of Public Works City of Santa Ana Attn: Design Engineering 20 Civic Center Plaza (M -36) P.O. Box 1988 Santa Ana, California 92702 Fax 714 - 647 -5635 To Consultant: Donna Desmond Associates 265 S. Beverly Glen Boulevard Los Angeles, CA 90024 Fax 310 - 475 -1114 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United 25F -142 States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the authorized representatives of the parties. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. hi such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. The parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 25F -143 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: EDWIN "WILLIAM" GALVEZ, P.E. Interim Executive Director Public Works Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager DONNA DESMOND ASSOCIATES DONNA DESMOND President 25F -144 EXHIBIT A SCOPE OF SERVICES GENERAL REQUIREMENTS — RIGHT OF WAY SERVICES Consultants under contract with the City of Santa Ana will provide support to City of Santa Ana staff or designee on an as- needed basis. • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience working on State and Federally funded projects. All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • Any real estate appraiser provided by Consultant must be certified and a Member of the Appraisal Institute. • All acquisition agents and property managers, performing work for the City, must hold a valid California Real Estate License. Salespersons must be registered with California Department of Real Estate (DRE), as working solely under the Consultant's supervising broker of record. • Work may include, but not be limited to, the following: onsite review of the project area; review of existing records; conducting research and performing analysis; information gathering; negotiations; development of strategies. • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has full responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub - consultants. The Consultant shall review all work performed by its sub - consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. • The Consultant shall have a Quality Control Plan in effect during the entire time work is being performed under this Agreement. The Quality Control Plan shall establish a process whereby work product is independently checked, corrected and back checked. All Project related correspondence and documents shall be maintained and bound in appropriate project files. Electronic files shall conform to City's file naming system. • Consultant shall diligently work on each assignment and complete each task in accordance with the schedule to accommodate the City's needs. • Consultant's work will be subject to inspection by City, County, State and Federal representatives. • Project files, including copies of all correspondence, reports, documents, and electronic files shall be submitted to the City as requested and electronically updated at least monthly. All work, including reports, analysis, data, and intellectual property developed during the life of 25F -145 the Agreement shall become the property of the City. • The Consultant will receive written notification of the award of the contract. Upon on such notification, the Consultant will proceed with the services required by the Agreement. • The Consultant shall complete work under the direction of City staff. The Consultant will be expected to provide experienced and knowledgeable professional staff which will be responsive and maintain excellent working relationships with property owners, tenants, and City staff. The Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. The Consultant shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. BUSINESS GOODWILL APPRAISAL SERVICES: Consultant services will include: • Budgetary Estimates of Goodwill Loss Budgetary estimates are used by public agencies in planning and preparing a project budget. Consultant's estimate of goodwill loss will be based upon a "drive by" site inspection of the subject business, limited market research, and any publicly available data. In addition, these estimates will be based on Consultant's experience in preparing goodwill loss appraisals of comparable businesses, as well as relevant statutes and case law, negotiated settlements and jury awards in eminent domain proceedings. Consultant's results will be presented in a brief letter. • Goodwill Loss Acquisition Appraisals During the early stages of property acquisition, Consultant may provide preliminary estimates of goodwill loss. Acquisition appraisals are based upon data, which may be provided by the business' ownership. Such information may include: leases; background on the business provided via owner /management interviews; historical and prospective financial data; and information about proposed relocation sites. In addition, Consultant shall perform basic transactional research in light of Consultant's understanding of the business' operations and financial condition. Consultant will coordinate with real estate and FF &E appraisers to avoid duplication of compensation. Consultant's analyses will be guided by relevant statutory and case law pertaining to compensation for loss of goodwill. The result of each acquisition appraisal study shall be presented in a brief report with attached schedules. The appraisal report shall include a statement of the purpose of the assignment, the sources of information utilized, a brief description of the subject business and the valuation methods employed. Consultant shall note any assumptions made in performing the analyses, as well as all information requested from the business' ownership, but not received, which, upon review by Consultant, may have an impact on the value conclusion. 25F -146 EXHIBIT A -1 CONSULTANT'S PROPOSAL GOODWILL APPRAISAL SERVICES 25F -147 Exhibit A -1 Response to Request for Proposals for Right of Way Specialty Services kFP • (A3) Business Goodwill Appraisal Services Prepared for the City of Santa Ana Date of Response December 12, 2013 Prepared by: HA Donna Desmond Associates 265 South Beverly Glen Boulevard Los Angeles, CA 90024 (310) 475 -1114 25F -148 IMi, 265 S. Beverly Glen Blvd., Los Angeles, CA 90024 (310) 475 -1114 • ddesmond @donnadesmond,com December 12, 2013 City of Santa Ana Attn. Mr. Kenny Nguyen Public Works Agency 20 Civic Center Plaza; 3`a Floor, Ross Annex Santa Ana, CA 92702 Re: Response to RFP for Right of Way Specialty Services City of Santa Ana Public Works Department Business Goodwill Appraisal Services To Whom It May Concern: Submitted herein is Donna Desmond Associates' ( "DDA "), a California corporation, response to the City of Santa Ana's request for proposal for right of way specialty services. DDA is responding specifically to provide (A3) Business Goodwill Appraisal Services. DDA is located at 265 S. Beverly Glen Boulevard, in Los Angeles. The contact person for this response is: Donna Desmond, ASA Donna Desmond Associates 265 S. Beverly Glen Boulevard Los Angeles, CA 90024 Tel. (310) 475 -1114 ddesmond@donnadesmond.com The corporation's Federal Taxpayer ID Number is 95- 4699391. Donna Desmond, ASA is the firm's President and Secretary. There are no other corporate officers. 1of10 Response to the City of Santa Ana's RFP for On -Call Right of Way Specialty Services IWSL 25F -149 DDA is a business valuation appraisal firm that specializes in preparing goodwill loss studies. The firm has been providing transportation agencies, cities and redevelopment agencies throughout the State of California with goodwill loss appraisal services since 1997. ,Donna Desmond is the firm's sole employee. DDA will not be utilizing subcontractors in providing goodwill appraisal services. Thank you for the opportunity to submit this response to the Request for Proposal. It is our hope to provide business and goodwill loss appraisal services to the City of Santa Ana in the future. Respectfully submitted, DONNA DESMOND ASSOCIATES loar�e� - Donna Desmond, ASA Enclosures 2of10 Response to the City of Santa Ana's RFP for On -Call Right of Way Specialty Services IWk 25F -150 QUALIFICATIONS, RELATED EXPERIENCE AND REFERENCES OF FIRM PROFILE Donna Desmond Associates is a business valuation firm specializing in valuing goodwill loss in eminent domain proceedings pursuant to California Code of Civil Procedure section 1263.510. Donna Desmond has been providing condemning agencies and private parties throughout California with goodwill loss appraisal services since 1987. The firm was founded in 1997 and since that time has worked closely with condemning agencies and their consultants to provide comprehensive, well researched and defensible goodwill loss appraisals. The firm is organized as a California corporation and is a certified DBE. It has one office located at 265 S. Beverly Glen Boulevard in Los Angeles, California. Donna Desmond is the firm's sole employee. Goodwill loss appraisal services provided by Donna Desmond Associates include: ❑ Preliminary Estimates for Budgetary Purposes ❑ Goodwill Loss Appraisals • Litigation Support • Appraisal Review • Court Testimony DESCRIPTION OF FIRM'S FINANCIAL CONDITION Donna Desmond Associates is in excellent financial condition, with considerable cash on hand and no debt. The firm has never filed for bankruptcy protection nor is involved in any pending litigation. No conditions exist that could impede DDA's ability to complete the project. COMPARABLE EXPERIENCE The following is a partial list of Donna Desmond Associates' public agency clients and assignments from the last four years: Alameda Corridor East (ACE) — 2008 - 2011, provided goodwill loss appraisal services for a number of businesses impacted by separation of grade projects. BART — 2008 - 2012, provided goodwill loss appraisal services for the BART Seismic Retrofit Project relative to a damage claim being made by the World Trade Club of San Francisco and for several businesses impacted by the Fremont Station Project. City of Bakersfield — 2007 - 2013, provided goodwill loss appraisal services for various public works and redevelopment projects in the City. 3of10 Response to the City of Santa Ana's RFP for On -Call Right of Way Specialty Services lwk 25F -151 Caltrans — 2007 - 2012, provided goodwill loss appraisal services for businesses impacted by the Alton Interchange Project and for damages related to business interruption cases. City of El Cajon — 2006 - 2012, provided goodwill loss appraisal services and testimony for its Magnolia Avenue Improvement Project. City of Garden Grove — 1997 - 2009, provided goodwill loss appraisal services and litigation support for businesses throughout the City for various projects including redevelopment, road widening projects and interchange improvement projects. Recent assignments include two restaurants and three gasoline service stations impacted by partial takes. LACRA — 2009 - 2013, prepared goodwill loss appraisals for businesses displaced by four redevelopment projects. Los Angeles County Metropolitan Transportation Agency — 2011 — ongoing, providing goodwill loss appraisals for numerous lines throughout Los Angeles. Los Angeles Unified School District — 2006 - 2012, prepared goodwill loss appraisals for twelve businesses located in four proposed school sites. City of Oakland — 1998 - 2012, provided goodwill loss appraisal services throughout the City for various projects and valued numerous billboards for road widening projects and digital development. City of Orange — 2008 - 2013, provided goodwill loss appraisal services for claims made by two businesses, including a chain dental office and gasoline service station. Orange County Transportation Commission (OCTA) — 2008 - ongoing, providing goodwill loss appraisals for various projects including separation of grade projects. City of Riverside — 2002 — ongoing, providing goodwill loss appraisal services for numerous projects throughout the city, including providing trial testimony in 2012 and 2013. Testimony resulted in very favorable outcomes for the city. County of Riverside — 2002 - ongoing, providing goodwill loss and billboard appraisal services in various project areas. To date, DDA has completed in excess of forty appraisals for the County. Riverside County Transportation Commission (RCTC) — 2001 - ongoing, providing goodwill loss appraisal services for various projects, including businesses impacted by the Highway 74 Realignment Project, the 91 HOV Project and 91 CIP. San Bernardino Association of Governments (SANBAG) — 2010 — ongoing, providing goodwill loss appraisal services for numerous project areas. 4of10 Response to the City of Santa Ana's RFP for On -Call Right of Way Specialty Services IM- 25F-1 County of San Bernardino — 2008 - 2013, provided appraisal services for a number of businesses and billboards in multiple project areas for litigation purposes. City of San Jose — 1998 - 2010, provided goodwill loss and billboard appraisal services, litigation support and court testimony for in excess of 70 businesses in various project areas throughout the city. Court testimony resulted in a jury verdict of no loss of goodwill. City of San Marcos — 2001 - 2013, provided goodwill loss appraisal services, litigation support and court testimony for seven businesses impacted by the Las Posas Interchange Project and for ten businesses impacted by the Bent Street Project. Court testimony resulted in a jury verdict of no loss ofgoodwill. City of Santa Ana — 2007 - ongoing, providing goodwill loss appraisal services for goodwill loss claims made for the Bristol Street Widening Project and the Grand Avenue Widening Project, including numerous restaurants, professional offices, automotive and retail uses. Santa Clara Valley Transportation Authority (VTA) — 2000 — ongoing, providing goodwill loss appraisal services and litigation support for all line developments including preparing numerous preliminary goodwill loss estimates for in excess of 100 businesses for the Santa Clara BART Station Expansion Project. City of Santa Clarita — 2006 - ongoing, providing goodwill loss appraisal and billboard appraisal services related to the Magic Mountain Parkway Project and Downtown Newhall project. Ongoing projects include digital billboard development. In each of the above cases, Donna Desmond, ASA was the principal appraiser. All of the above projects were completed within budget and on -time. �Yij3K�7►Y- Y7C�i7;I;Y6 : K7►6YilNII \�YK No subcontractors or subconsultants will be utilized in performing services covered by this RFP. REFERENCES DDA has been providing goodwill loss appraisal services to transportation agencies, cities and redevelopment agencies throughout California since 1997. Recent successfully completed similar projects include the following: CITY OF SANTA ANA Bristol Street Widening Project and Grand Avenue Street Widening Project— 2008 - 2013 (ongoing) 5of10 Response to the City of Santa Ana's RFP for On -Call Right of Way Specialty Services IML 25F -153 DDA has provided goodwill loss appraisal services for the Bristol Street Widening Project and Grand Avenue Street Widening Project. For these projects, DDA has valued thirty businesses and numerous billboards. These appraisals were coordinated with the City Attorney's Office. All appraisals have been provided within budget. DDA currently has an on -call contract for appraisal services with the City of Santa Ana. Contact: Mr. Jose Sandoval Chief Assistant City Attorney City of Santa Ana City Attorney's Office 20 Civic Center Plaza Santa Ana, CA 92702 Telephone: (714) 647 -5201 Email: jsandoval @santa- ana.org CITY OF RIVERSIDE Various Redevelopment and Public Works Projects — 2003 — 2013 (ongoing) During the past ten years, DDA has provided the City of Riverside and the Riverside Redevelopment Agency and their legal counsel, Best, Best & Krieger, with goodwill loss and billboard appraisal services. Assignments have included professional practices, restaurants, billboards and retailers. Donna Desmond has provided testimony in Riverside Superior Court on two occasions on behalf of the City. DDA has both subcontracted to the City through its condemnation counsel or been retained by the City Attorney's Office. DDA has an on -call contract with the City. Contacts: Mr. Mark Easter Riverside Condemnation Counsel Best, Best & Krieger, LLP 3750 University Avenue Box 1028 Riverside, CA 92502 Telephone: (951) 686 -1450 Fax: (951) 686 -3083 Email: Mark.Easter @bbklaw.com Mr. Brandon Mercer Deputy City Attorney City of Riverside 3900 Main Street Riverside, CA 92522 Telephone: (951) 826 -5567 Fax: (951) 826 -5540 email: bmercer @riverside.ca.gov SANTA CLARA VALLEY TRANSPORTATION COMMISSION (VIA) Various Transportation Projects — 2000 - 2013 (ongoing) During the past thirteen years, DDA has provided VTA with goodwill loss appraisal services for all active project areas, including Vasona Line Extension, Winchester Line Extension, Montgomery Street Station, Benton Station and the Santa Clara Valley Bart Station Project. These projects included valuing over twenty businesses and various billboards, providing litigation support and testimony. The Bart Station Project included providing budgetary estimates of in excess of 100 businesses for project development 6of10 Response to the City of Santa Ana's RFP for On -Call Right of Way Specialty Services 25F -154 purposes. Donna Desmond provided all appraisal services to VTA. DDA has an on -call contract with the VTA for appraisal services. Services are also provided to VTA's condemnation counsel Meyers, Nave, Riback & Silver. Contacts: Ms. Brenda Aguilar - Guerrera, Esq. Meyers, Nave, Riback & Silver 555 12th Street, Suite 1500 Oakland, CA 94607 Telephone: (510) 808 -2000 Email: baguilar- guerrero @meyersnave.com Ms. Allison Daniels Santa Clara Valley Transportation Authority Real Estate Department 3331 North First Street, Building B San Jose, CA 95134 -1906 Telephone: (408) 321 -5759 Email: Allison.Daniels @vta.org 7of10 Response to the City of Santa Ana's RFP for On -Call Right of Way Specialty Services 25F -155 Im Staffing & Project Organization KEY PERSONNEL - Donna Desmond, ASA Donna Desmond, President of Donna Desmond Associates, has specialized in business valuation since 1988. She has completed thousands of goodwill loss appraisal assignments for both public agencies and private parties throughout the State of California since 1988. Ms. Desmond has qualified as an expert in goodwill loss and business damages in the Superior Court of California in Los Angeles, Orange, Riverside, San Diego, Kern, Santa Clara, San Francisco and Contra Costa counties and in the states of Nevada and Texas. Ms. Desmond has also testified in Federal District Court and has testified extensively in arbitration throughout California. Prior to founding DDA in 1997, she was a principal with Desmond, Marcello & Amster, responsible for appraisal management and testimony. Ms. Desmond is a senior member of the American Society of Appraisers in the Business Valuation Discipline. This designation was attained in 1995. She is also a member of the Institute of Business Appraisers. Ms. Desmond has written articles for International Right of Way Association newsletters and the California Redevelopment Journal. She is also a contributing author to the Handbook of Small Business Valuation Formulas, published in 1987 and revised in 1988. Ms. Desmond regularly gives seminars to public agencies, attorney groups, and redevelopment and right of way organizations relative to issues pertinent to goodwill loss in eminent domain actions and billboard appraisal. Ms. Desmond graduated with a bachelor's degree from the University of California, Los Angeles in 1986 and continues to attend professional education courses in appraisal, finance and accounting. Ms. Desmond will be directly responsible for all appraisal services provided to the City of Santa Ana. She is located out of an office in Los Angeles and will be available to commit 20 hours per week for appraisal preparation and litigation support for this project. This level of time commitment will allow for completion of approximately six to eight goodwill loss appraisals per month. Ms. Desmond will be available to provide goodwill loss appraisal services for the duration of the contract with the City of Santa Ana. No other person will replace Ms. Desmond. Organization Chart: 8of10 Response to the City of Santa Ana's RFP for On -Call Right of Way Specialty Services IML 25F -156 Statement of Understanding & Work Plan Statement of Understanding DDA is proposing to provide the City of Santa Ana with goodwill loss appraisal services, including preparation of Budgetary Estimates and Acquisition Appraisals. DDA will also provide litigation support, as necessary. All appraisal services will be coordinated with City staff, relocation and acquisition consultants, real estate appraisers and fixture & equipment appraisers. All appraisal services will be performed in conformance with the Uniform Standards of Professional Appraisal Practice (USPAP) and will adhere to the California Code of Civil Procedure and all applicable current case law. Scope of Work In providing goodwill loss appraisal services, DDA proposes the following work process for each appraisal assignment: • Meet with project team to gain an understanding of the project and potential impacts; • Provide preliminary estimates of goodwill for budgetary purposes, if requested; ❑ Inspect the business facility; ❑ Interview the business owner and management to determine history of operations and relocation needs; ❑ Review business' historical financial statements, tax returns and lease agreements; • Review all parcel appraisal reports and coordinate with real estate and fixtures and equipment appraisers to avoid duplication of compensation; • Coordinate with agency staff and legal counsel to discuss strategy and approach; • Coordinate with relocation agents to determine relocation options, feasibility of relocation, mitigation issues and to avoid duplication of compensation; • Perform market research to determine the business' marketability and external influences; • Implement valuation methodology, including market based and income based approaches, to determine the business' goodwill value in the before condition; • Inspect potential or actual relocation site(s); 9of10 Response to the City of Santa Ana's RFP for On -Call Right of Way Specialty Services 25F -157 • Review all relevant and available documentation from relocation sites, including leases, financial statements and unreimbursed capital expenditures; • Implement valuation methodology to determine the loss of goodwill suffered by the business, including giving consideration to betterment, if any; • Prepare a full or summary narrative appraisal report or declaration of value; and • Provide support in negotiations and litigation (as needed). All of the above tasks would be completed by Donna Desmond. Budgetary estimates of goodwill loss can be completed within one week of request. Appraisal reports can be completed within three to four weeks of receiving all applicable documentation from the business owners. Goodwill loss appraisals are often delayed by business owners' reluctance to provide financial documents, including income tax returns. DDA works closely with project staff and the relocation consultants to ensure business owners understand the necessity of providing such documentation. Further, DDA continues to engage the business owners in order to provide a level of comfort with the process. Donna Desmond provides all appraisal services to her clients. Therefore, less experienced staff members are not performing appraisal tasks or billing hours for bringing the responsible appraiser up to speed. As a result, the appraisal process is streamlined, typically resulting in a more cost effective fee structure for appraisal services, quicker turnaround time and a high level of quality. Certifications EXHIBIT C -1: Non - Collusion Affidavit EXHIBIT C -2: Non - Lobbying Certification 10 of 10 Response to the City of Santa Ana's RFP for On -Call Right of Way Specialty Services 25F -158 APPENDIX EXHIBIT C -1: NON - COLLUSION AFFIDAVIT CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL RIGHT OF WAY SPECIALTY SERVICES RFP NO.: 13-076 NON- COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communicafion, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non- collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall aft constitute signature of this Non - collusion Affidavit. BIDDERS are cautioned that making a false certi�icdtion may subject the certifier to criminal prosecution. State of California County of os 7' t Subscribed and swum to (or affirmed) before me on this day of hfj by 20_$ by f ioundA L. c S rLa e w11 , proved tome on the basis of satisfactory evidence to be the person(s) who appeared before me. Gity of Santa Ana RFP 13 -075 Page 28 25F -159 iC'FLLVV u -f t C4z�PA '� 5913987 G3 ^�� j L-9 E pims .fir }Ay CVIi �YIIS +IOq LO14 elC 1n i4 Not ry Public Signs ure Notary Public Seal Gity of Santa Ana RFP 13 -075 Page 28 25F -159 APPENDIX EXHIBIT C-2.- NON-LOBBYING CERTIFICATION CEIRTIFICATIONS CITY OF SANTA ANA REQUEST .- PROPOSALS FOR ON-CALL RFP NO.: r The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities ". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code, Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Donna Desmond Signed and Printed Name: Title President Date December 13, 2013 Donna Desmond City of Santa Ana RFP 13 -075 25`11160 EXHIBIT B FEESCHEDULE Donna Desmond A S S 0 C I A T E S 265 S. Beverly Glen Blvd,, Los aargele% U1 90024 (310) 475-1114 - ddesmmd@donrradcsmarWxuru Donna Desmond Associates Fee Proposal COST & PRICING DATA Donna Desmond Associates bills for appraisal services based upon hourly rates. The 2014/2015 hourly rates are as follows; Appraisal Preparation $295.00 Litigation Support $295,00 - $395.00 Deposition and Court Testimony $395.00 PRICING DETAIL Goodwill loss appraisal fees are based on the relative complexity of the assignment and litigation requirements. Goodwill loss appraisal fees for various types of businesses are as follows: Busitimm Type/Complexity Budgetary Estimate of Goodwill Loss Small Sole Proprietorship (Le, accountant, halt salon, liquor store) Retail Type Business (i.e. restaurant, gasoline station, 990 Store) Larger Industrial/alarculacturing Typical Appraisal Fee $2,000 $3,500 - $5,500 $4,500 — $6.500 $6,500 - $12,500 Actual appraisal fees could vary for individual appraisal assignments, depending on the facts surrounding the matter. No subconsultatit costs would be incurred. PROPOSED REEVIBURSABLES Donna Desmond Associates does not charge for any costs, with the exception of trial exhibits produced by an outside from. However, these costs are typically paid for by legal counsel. 25F -161 25F -162 AGREEMENT FOR PROVISION OF THIS AGREEMENT, made and entered into this 4th day of February 2014, by and between Overland, Pacific and Cutler, Inc., a California corporation (hereinafter "Consultant ") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of acquisition, relocation and property management services. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide all labor, materials, tools, equipment, services and incidental customary work required to fully and adequately provide Acquisition, Relocation and Property Management services, as set forth in City's Request for Proposals 13 -075 — On -Call Right of Way Specialty Services, attached as Exhibit A, as more specifically described in Consultant's Proposal, attached as Exhibit A -1. All attached Exhibits are incorporated by this reference. Consultant services shall be provided on an on -call basis at the written request of the Executive Director of Public Works, or his designee. 2. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B, attached hereto and incorporated by reference. The total sum to be expended by City under this Agreement shall not exceed $500,000.00 during the term of this Agreement. 2§Fn�l p b. Invoices i. Consultant shall submit a monthly invoice by the fifteenth of the month to the City for the services rendered in the prior month. ii. All invoices for work performed under this Agreement shall be submitted in a format approved by the City. Invoices shall include the following information at a minimum: (a) Consultant's invoice number (b) Beginning and ending dates for services (c) City project number and /or name (if applicable) (d) Work site address /location (if applicable) (e) Tasks or deliverables completed, and percentage ( %) of total services completed. c. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2015, unless terminated earlier in accordance with Section 14, below. The term of this Agreement may be extended by a writing executed by the City Manager and the Consultant. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work wider this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insured's provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 25F -164 c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. iii. Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. I. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims "), which may arise from or in any manner related (directly or indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects in workmanship and/or materials) or Consultant's presence or activities conducted performing the work (including the negligent and /or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 8. LAWS AND REGULATIONS Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the services and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising wherefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, 25F -165 pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 telefacsimile (714) 647 -6956 With courtesy copy to: Executive Director of Public Works City of Santa Ana Attn: Design Engineering 20 Civic Center Plaza (M -36) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647 -5635 To Consultant: Overland, Pacific and Cutler, Inc. Mark La Bonte, SR/WA 1 Jenner, Suite 200 Irvine, CA 92618 (949) 951 -5263 (phone) (949) 951 -6651 (fax) A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication 25F -166 shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the authorized representatives of the parties. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. The parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 25F -167 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: EDWIN "WILLIAM" GALVEZ, P.E. Interim Executive Director Public Works Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager OVERLAND, PACIFIC AND CUTLER, INC. MARK LA BONTE, SR/WA Program Manager / Principal 25F -168 EXHIBIT A SCOPE OF SERVICES GENERAL REQUIREMENTS — RIGHT OF WAY SERVICES Consultants under contract with the City of Santa Ana will provide support to City of Santa Ana staff or designee on an as- needed basis. • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience working on State and Federally funded projects. All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • Any real estate appraiser provided by Consultant must be certified and a Member of the Appraisal Institute. • All acquisition agents and property managers, performing work for the City, must hold a valid California Real Estate License. Salespersons must be registered with California Department of Real Estate (DRE), as working solely under the Consultant's supervising broker of record. • Work may include, but not be limited to, the following: onsite review of the project area; review of existing records; conducting research and performing analysis; information gathering; negotiations; development of strategies. • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has full responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub - consultants. The Consultant shall review all work performed by its sub - consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. • The Consultant shall have a Quality Control Plan in effect during the entire time work is being performed under this Agreement. The Quality Control Plan shall establish a process whereby work product is independently checked, corrected and back checked. All Project related correspondence and documents shall be maintained and bound in appropriate project files. Electronic files shall conform to City's file naming system • Consultant shall diligently work on each assignment and complete each task in accordance with the schedule to accommodate the City's needs. 25F -169 • Consultant's work will be subject to inspection by City, County, State and Federal representatives. • Project files, including copies of all correspondence, reports, documents, and electronic files shall be submitted to the City as requested and electronically updated at least monthly. • All work, including reports, analysis, data, and intellectual property developed during the life of the Agreement shall become the property of the City. • The Consultant will receive written notification of the award of the contract. Upon on such notification, the Consultant will proceed with the services required by the Agreement. • The Consultant shall complete work under the direction of City staff. The Consultant will be expected to provide experienced and knowledgeable professional staff which will be responsive and maintain excellent working relationships with property owners, tenants, and City staff. The Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. The Consultant shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. ACQUISITION, RELOCATION, AND PROPERTY MANAGEMENT SERVICES ACQUISITION SERVICES: Assist City staff with the coordination of all the various aspects of the real property acquisition process, ensuring all work is performed in accordance with the public agency's policies and procedures and federal, state and local regulations. Acquisition tasks may include: Meet with City staff to discuss assignments and procedures. • Perform the services required by the City with qualified personnel, equipment, materials, supplies, and management and administration services. • All personnel and subcontractors, referred to as "Approved Personnel ", shall be approved by City, prior to providing services. There shall be no changes in the Approved Personnel without written concurrence of the City. Prepare a schedule of major activities and milestones and provide an estimate of the cost to conduct proposed assignments including assignments to subcontractors. Upon City's written approval of the estimated cost, initiate the assignment in a timely manner. • Be responsible for the accuracy of work and promptly make all necessary revisions or corrections resulting from errors and omissions by Approved Personnel. • As deemed necessary by the City, meet with the City and other staff as requested. • Monitor and maintain all files to ensure overall project integrity. • Prepare and assemble the "Offer Package" using the format approved by the City. • Prepare and maintain a file for those properties assigned for acquisition by the City. 25F -170 • Present written purchase offers to property owners as directed by staff. • Meet on an ongoing basis with property owners or business tenants (or their appointed representatives) to coordinate and negotiate the purchase and sale transaction. • Supplement negotiations by obtaining and reviewing counter offers or demands from property owners, recommendations for settlements, coordinating with the agency to review and discuss all possible solutions and problems, including condemnation. • Prepare all acquisition agreements, deeds and other documents necessary to complete the acquisition. • In the course of acquisition process, provide all the necessary information and work with the relocation consultant in addition to the City staff member in order to expeditiously and professionally complete the project. • Obtain reconveyance and subordination agreements as necessary. • Maintain an accurate and current record of all- pertinent information and contacts concerning the property owners and tenants. • Assist City in condemnation support activities. RELOCATION SERVICES Provide a complete relocation assistance program to comply with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (Uniform Act) or Title 25, California Code of Regulations, its amendments, and other pertinent laws and regulations. Prepare Relocation Plans, Relocation Guidelines, relocation cost estimates, project area surveys and other specialized reports. Consultant's relocation services include, but are not limited to the following: Relocation Plan Consultant will prepare a Relocation Plan, in accordance with all requirements of State Law, State HCD Guidelines, the Relocation Assistance and Real Property Acquisition Rules and Regulations of the Agency. The purpose of this Relocation Plan is to provide the City with summary and statistical information regarding the impact of a project to potential displacees. Specifically, this report should concern the identification of potential impacts that may occur as a result of the demolition of existing structures, proposed displacement of occupants, and a plan to mitigate respective impacts. The Relocation Plan shall include: • Description of the proposed project and project location; • Assessment of needs; • Replacement housing resources; • Residential and commercial displacements; • Temporary housing (if applicable); • Program assurances and standards; • Relocation assistance program; • Citizen participation and plan review period; • Description of relocation benefits; • Eviction policies and procedures; • Appeals and grievance procedures; 25F -171 Displacement schedule; Estimated relocation costs. Residential Relocation Services shall include: • Prepare "Relocation Package" in accordance with City approved format. • Provide advisory services • Interview displaced persons • Distribute Relocation Packages in accordance with City staff directives. • Inform displaced persons of available relocation assistance, the relocation process and benefits. • Search for relocation sites and provide referrals of sites to displacees. • Prepare and distribute informational brochures and other required notices and documents. • Provide referrals and advice • Determine relocation eligibility and amount for relocation benefits. • Review entitlement packages in accordance with applicable rules and regulations. • Review requested moving entitlements. • Inspect replacement dwellings. • Thoroughly document all contacts with the displacee. • Prepare and transmit to the City all applicable invoices and relocation claim forms. • Prepare and deliver residential entitlement letters and other required documents. • Provide status reports to City staff. • Advise and update City staff on various aspects of state and federal relocation law. Business Relocation Services shall include: Consultant shall meet with owners of businesses within a reasonable time after the offer to purchase has been made and interview them to complete the Displacees Needs Questionnaire. Collect data regarding the type of business, work schedule, number of employees and the owner's proposed plans. Provide advisory assistance. • Determine potential eligibility for moving payments by reviewing eligibility criteria and case data. • Personally contact the displacees and present required forms and explain in detail the options for payment of reasonable moving expenses. • Extract from appraisal report information regarding improvements that have been acquired so as to eliminate them from consideration in determining moving expenses. • Review and approve the compilation of a certified personal property inventory. • Interview the displacee again to identify in detail displacee's needs, desires, and issues. • Summarize all interviews, contacts and contact attempts in diary for official record. • Provide assistance in locating a suitable replacement site. • Monitor the move as much as feasible to determine that all items are moved that should be moved and that no items are moved that were purchased during the acquisition of the property. • Collect supporting documents and submit payment of moving expenses. 25F -172 • Determine what expenses are necessary and eligible as reestablishment expenses. • Inspect the replacement property, obtain cost estimates, discuss the issues with the displacee, verify expenses and income and project next two years to assess whether increased operating costs will exist. • Determine eligibility for actual reasonable search expenses. • Determine eligibility for In -Lieu business payment, utilizing IRS tax returns and /or certified financial statements. • If Business Good -Will becomes an issue, an appraisal, or letter of exposure, may be required. • Arrange for a final walk- through inspection of the property. • Collect final supporting documentation, prepare final claim, prepare certification and close file. Construction and moving bid services shall include: Movers: • Conduct on site inventory and photos • Complete certified inventory and mover instruction form • Schedule and coordinate bids • Attend site inspection, if necessary • Review and compare bids Contractors: • Verify licensing • Prepare mover instruction form • Schedule and coordinate bids • Attend site inspection, if necessary • Review and compare bids • Evaluate for eligibility PROPERTY MANAGEMENT SERVICES Consultant will coordinate all of the property management tasks with City staff and the demolition contractor as deemed necessary. Consultant shall provide interim property management during the transition from occupancy to demolition. This includes the coordination of utility connections and disconnections, preparing and facilitating short -term rental agreements, rent collections, providing eviction services, property maintenance and security, preparing and issuing notices to vacate in accordance with state law, coordination of final asbestos and lead surveys, and monitoring the demolition of structures and removal of underground storage tanks or other environmental concerns. Property Management duties shall include: • Property Management Coordination • Acting as Property Management Liaison • Utility Coordination • Invoice Services • Security Services • Lawn Care • Facilitate Maintenance Services 25F -173 Month -to -Month Occupancy Agreements • Collect Rent • Prepare Rental Agreements • Complete Vacancy of Unit Tasks • Disconnect Utilities • Coordinate Fencing Services • Secure Property • Eviction Coordination • Demolition Coordination 25F -174 EXHIBIT A -1 CONSULTANT'S PROPOSAL ACQUISITION, RELOCATION AND PROPERTY MANAGEMENT SERVICES 25F -175 December 17, 2013 Mr. Kenny Nguyen City of Santa Ana Public Works Agency 20 Civic Center Plaza; 3rd Floor, Ross Annex Santa Ana, CA 92702 1 lenner, Suite 200 Irvine, CA 92616 949.951.5263 ph 1949.951,6651 Re: RFP No. 13-075 — On-Call Right of Way Specialty Services Specialty Area (A4) Acquisition, Relocation, and Property Management Services Dear Mr. Nguyen: Overland, Pacific & Cutler (OPC) understands the City of Santa Ana is seeking professional consulting firms to provide right of way and related services on an as- needed basis. We are pleased to submit this proposal for specialty area (A4) Acquisition, Relocation, and Property Management Services. OPC is a California Corporation that has specialized in providing real estate services to government agencies since 1980. Local, regional, state, and federal agencies call upon OPC to provide on -call and project based real estate services for their most challenging assignments. OPC is prepared to provide the City of Santa Ana with a qualified team out of our Irvine office that will successfully execute your projects. We know the importance of the timely delivery of right of way to meet project schedules. OPC has worked with the City of Santa Ana for more than 10 years, including the Bristol Street Widening Project, McFadden Realignment Project, and most recently, the Grand Avenue Widening (First to Fourth) Project, among many others. We are excited about the opportunity of working with the City again. On behalf of Overland, Pacific & Cutler, Inc., I would like to thank you for giving us the opportunity to submit this proposal to provide acquisition, relocation, and property management services to the City of Santa Ana. We are committed to the City and we would be proud to be a part of your future projects. Mark La Bonte, SR /WA Program Manager /Principal 25F -176 Table of Contents QUALIFICATIONS, RELATED EXPERIENCE AND REFERENCES OF CONTRACTOR ... ..............................3 a. OPC Brief Profile ........................................................................................................... ..............................3 b. OPC's Financial Condition ............................................................................................. ..............................3 c. Project Experience ........................................................................................................ ..............................3 d. Subcontractors ............................................................................................................. ..............................5 e. OPC References ............................................................................................................ ..............................6 STAFFING & PROJECT ORGANIZATION .............................................................. ..............................6 a. OPC Project Team ......................................................................................................... ..............................6 b. Resumes ....................................................................................................................... ..............................6 c. Labor Resources ........................................................................................................... .............................11 d. Key Personnel Availability ........................................................................................... .............................11 e. Organizational Chart .................................................................................................... .............................12 STATEMENT OF UNDERSTANDING AND WORK PLAN ....................................... .............................13 a. Understanding of the Scope of Work .......................................................................... .............................13 b. Approach to the Scope of Work .................................................................................. .............................13 c. Sequential Activities .................................................................................................... .............................16 d. Project Schedule .......................................................................................................... .............................19 e. Quality Control, Budget Control, and Schedule Control ............................................. .............................20 f. Special Issues ................................................................................................................ .............................20 g. Proposed Enhancements ............................................................................................. .............................20 FORMS........................................................................................................... ............................... 21 Page 2 25F -177 RFP No. 13 -075 On -Call Right of Way Specialty Services Specialty Area (A4) Acquisition, Relocation, and Property Management Services Qualifications, Related Experience and References of Contractor a. OPC Brief Profile Overland, Pacific & Cutler (OPC) was established as a California Corporation in 1980 to provide professional services for clients with projects involving right of way program management, land and right of way acquisition, feasibility analysis, real estate appraisal, appraisal review, relocation planning and implementation, property management, and utility coordination. Our firm was created to perform these services for transportation, redevelopment, public works, housing, community development, school districts, energy, and utilities. Local, regional, state, and federal agencies call upon OPC to provide on -call and project based real estate services for their most challenging assignments. OPC has approximately 135 employees located in 10 offices. 9 offices are locationed in California (Long Beach - 50, Irvine - 11, Riverside - 48, Bakersfield - 5, Palm Desert - 2, Pasadena - 7, San Diego - 2, Sacramento - 4, and Oakland - 5) and one office is in Reno, Nevada (with 3 employees). For the City of Santa Ana On -Call Services contract, most key personnel are located in the Irvine office. Should the need arise, additional staff is available in our Long Beach office, and all of our other Southern California offices. As complexities develop during the course of a project, we have immediate access to a diversified staff of experts in nearly all areas of right of way. This results in a 'synergy' unique to our firm that allows us to provide exceptional right of way services to our clients. b. CPC's Financial Condition OPC is financially solid and there are no planned mergers, acquisitions, closures, or sales of any of our offices, stock or major assets, nor is there any pending litigation against the firm that would impede our ability to perform this project. c. Project Experience We have included the following similar projects performed for City agencies within the past 5 years. They demonstrate our general understanding of the scope of work for right of way acquisition, relocation, and property management. City of Santa Ana, CA Bristol Street Widening- Several Phases The Bristol Street Widening has progressed over several phases. OPC managed all acquisition and relocation activities associated with the acquisition of 34 parcels and the relocation of 42 households. Most recently, OPC worked on the last phase of the Bristol Street Project, managing the acquisition of three fee interests, three temporary construction easements, and providing relocation services for 28 businesses. Staff: Daniela Borbe, Michele Folk, Laura Kane P'�7 25F 8 RFP No. 13 -075 On -Call Right of Way Specialty Services Specialty Area (A4) Acquisition, Relocation, and Property Management Services City of Anaheim, CA Various Acquisition and Relocation Projects OPC has worked with the City of Anaheim since the 1990s, Since then, we have performed numerous projects including: • The State College and Orangewood Street Improvement Project consisted of 13 complex partial take acquisitions. • The Anaheim and Ball Street Improvement Project required the acquisition of a 5 parcel hiking trail and a 4 parcel partial take. • OPC prepared a relocation plan and provided relocation services for 90 residential occupants, including residents of three mobile home parks for the federally funded Gene Autry Way Extension Project. • OPC provided all relocation services for various portions of the City's Katella Avenue Smart Street Widening Project which displaced over 30 residential occupants and several businesses. OPC prepared the relocation plan and provided property management services. • For the Brookhurst Widening, it was necessary for the City to acquire 23 properties for project. OPC provided all relocation services for the occupants of 22 single - family residences in the project area and provided interim property management and property services. Staff: Mark La Bonte, Michele Folk, Daniela Borbe, Laura Kane City of Newport Beach Jamboree at SR73 & Jamboree - Bristol to Fairchild The Jamboree at SR73 project involved the widening of Jamboree Road at the SR 73 overcrossing in the City of Newport Beach. Improvements included widening an & lane bridge to a 10 lane bridge, reconstructing the median, and constructing a retaining wall located adjacent to a commercial property. OPC was responsible for partial acquisitions and TCE's. This project involved Caltrans oversight. OPC worked as a subconsultant on the Jamboree - Bristol project. This project involved appraisal and partial acquisition of 4 properties for a road widening project for the City. Because the affected properties were within the City of Irvine, the team formulated a plan to secure all needed rights by way of voluntary negotiation. Staff: Ray Armstrong, Daniela Borbe 25age4179 RFP No. 13 -075 On -Call Right of Way Specialty Services Specialty Area (A4) Acquisition, Relocation, and Property Management Services City of Mission Viejo, CA Various Projects Projects completed for the City of Mission Viejo include the widening of Crown Valley Parkway from Marguerite Parkway to the 1 -5 (involving over 35 properties) and the widening and improvement of the intersection at Oso and Marguerite Parkways (involving 6 properties). Other right of way projects include the widening of La Paz Road at the Christanta Bridge near the 1 -5 (involving 7 properties) and the widening of Oso Parkway at the 1 -5 (involving 5 properties). Each project involved close coordination with a different project engineer and close collaboration with the City's project development team. Staff: Daniela Borbe, Laura Kane In addition to the previous projects we have listed, OPC also has experience with projects involving Caltrans R/W Data Sheet preparation and Caltrans oversight. We are very familiar with the Caltrans policies and procedures and have a demonstrated record of projects completed with Caltrans oversight. The following includes a partial list of such projects. FHWA / Caltrans / FTA Projects or Clients /Contracts • City of Alhambra — Fremont Avenue Improvement Project • City of Carson - Alameda /Sepulveda Grade Separation Project • City of Long Beach - Phases I and II of the Carson Street /605 Interchange Project • City of Los Angeles Anaheim Street Improvement /Dominguez Channel Overcrossing • City of Lynwood - Phases I, II, III, Long Beach Boulevard Improvement Project • City of Rialto — Riverside Ave. @ 1 -10 Interchange • City of San Ramon - Fostoria Overcrossing Project • County of El Dorado - Lotus Road Improvement Project • County of San Bernardino Route 71 Improvement Project • Crown Valley Parkway —for the City of Mission Viejo • 1 -710 at Firestone — for the City of South Gate • Interstate 5 at Pico Interchange/ Ave. Vista Hermosa Interchange, City of San Clemente • Jefferson Street Right of Way Acquisition — for the City of Indio • Mid Valley Parkway — for the Cities of Palm Springs, Cathedral City, Rancho Mirage • OCTA Grade Crossing, Route 22, West County Connectors • Railroad Lowering R/W Cost Study — for OnTrac Joint Powers Authority • Route 101 /Rice Avenue Interchange Project • SR -91 HOV Gap Closure Project • State Highway 111 Widening —for the Cities of Rancho Mirage and Cathedral City • State Route 90 Widening (S miles) — for the City of Yorba d. Subcontractors OPC provides all of the services required to fulfill category A4 and will not need to add subconsultants to our proposed team. P 25F 180 RFP No. 13 -075 On -Call Right of Way Specialty Services Specialty Area (A4) Acquisition, Relocation, and Property Management Services e. OPC References Below are the primary references most knowledgeable of the experience of the Irvine office team. Mark Chagnon, Dir. of Public Works Mr. Andy Tran, PE, Senior Civil Engineer City of Mission Viejo, 200 Civic Ctr. City of Newport, 3300 Newport Blvd. Mission Viejo, CA 92691, 949.470.3000 Newport Beach, CA 92663, 949.644.3315 Mr. Richard Garcia, Associate Engineer Mr. Jason Gabriel, Senior Civil Engineer City of Anahiem, 200 S. Anaheim Blvd. City of Santa Ana 20 Civic Center Plaza Anaheim, CA 92805, 714.765.4433 Santa Ana, CA 92701, 714.647.5664 Staffing & Project Organization a. OPC Project Team The following section outlines the proposed team: Project Management /Project Initiation Mark La Bonte, SR /WA, Program Manager* Daniela Borbe, Project Manager* Negotiation and Acquisition Services Dan Wessel, Project Manager* Mona Montano, Senior Agent Erick Gutierrez, Senior Agent Kelley Kelley, Senior Agent Albert Harmon, Agent James Vanden Akker, Agent Relocation Assistance Services Laura Kane, SR /WA, R/W -RAC, Project Manager* Jill Craig, Senior Agent Daniel Furr, Senior Agent Karen Christie, Senior Agent Angie Luna, Senior Analyst Norma Jacquez, Senior Agent Eddie Quintero, Analyst Property Management & Maintenance Morton Bernstein, SR /WA, Sr. Project Manager* Danny Mendoza, Property Services Supervisor Pauline Torres, Project Support Specialist OPC In -House Field Crews *Denotes Key team b. Resumes Principal -in- Charge Overall Project Manager Acquisition Manager Sr. Acquisition Agent Sr. Acquisition Agent Sr. Acquisition Agent Acquisition Agent Acquisition Agent Relocation Manager /Planning Senior Relocation Assistance Senior Relocation Assistance Senior Relocation Assistance Senior Relocation Assistance /Planning Senior Relocation Assistance Senior Relocation Assistance /Planning Property Management Supervisor Property Services Supervisor Accounting, Billing, Rent Collections, etc. Property Maintenance Resumes for the Principal -in- Charge and our proposed Project Manager are included on the following page. Bios for the other key team members follow the resumes. 25a1 e6181 RFP No. 13 -075 On -Call Right of Way Specialty Services Specialty Area (A4) Acquisition, Relocation, and Property Management Services Education: 0 Bachelor of Arts in Anthropology, University of California, Berkeley Professional Senior Member, International Right of Way Association (IRWA); Past President, Affiliations: IRWA Chapter 67 Years of Initial Year in Industry: 1988 Experience: Initial Year with OPC: 1995 Overview Mr. La Bonte has been involved in the real estate and right of way field since 1988. Working with public agencies, developers, and non - profit organizations, his work has included appraisal, acquisition, relocation, and management for publicly funded projects. Beginning his career with the California Department of Transportation as a practitioner in the appraisal, acquisition, and relocation fields, along with continued casework and overall program management, he has a broad understanding of the process and issues involving the public acquisition process. Mr. La Bonte's experience includes simple full take acquisitions of single family homes to complicated part take acquisitions of commercial properties involving severance damages; relocations have involved simple tenant displacements to a complicated industrial move with costs exceeding 4 million dollars. This work has been completed for various clients who include Cities, Counties, Redevelopment /Economic Development Agencies, Housing Authorities, Transportation Agencies, School Districts, Developers, and Non - Profit Organizations. Mark has a thorough understanding of federal and state laws which govern the acquisition process, working with the various regulations which must be followed depending on the funding agency, i.e., FHWA, HUD, FAA, and FTA. He speaks regularly at public meetings for projects, as well as industry conferences on issues relating to the public acquisition process. Mr. La Bonte is responsible for the oversight of projects, assuring quality control procedures are followed along with training and mentoring of staff. He also prepares and reviews proposals and acts as Project Manager preparing relocation plans, needs analysis, cost studies, and casework for the more complicated business relocations. Project Examples Riverside County Transportation Commission (RCTC), SR -91 GAP Closure Project. Acted as Project Manager for the project which involved the widening of approximately 7 miles of the SR -91 freeway from the SR -60/1 -215 Connector and Adams Avenue to construct carpool lanes and auxiliary lanes in each direction, aiding in the continuity with the existing HOV west of Adams. Responsible for managing delivery of right of way including acquisition, relocation, appraisal and environmental coordination, utility potholing (including permitting for railroad parcels), property management, Caltrans R/W Certification, and related services. Managed OPC staff that were responsible for acquiring 73 partial and 8 full -take acquisitions and the relocation of 11 business occupants, 1 residential occupant, and 164 Self- Storage and RV units. 25F 'f92 RFP No. 13 -075 On -Call Right of Way Specialty Services Specialty Area (A4) Acquisition, Relocation, and Property Management Services Mark La Bonte, SR /WA Program Manager /Principal Page 2 • Riverside County Transportation Commission (RCTC), SR -91 Corridor Improvement Project. Acquisition and Relocation Implementation Manager for this high profile, politically sensitive project involving over 450 partial and full acquisitions with varying degrees of difficulty and approximately 250 residential and business relocations. Responsibilities included managing the acquisition and relocation managers, coordinating mitigation planning (cost -to -cure) with engineer and appraisers and quality assurance and control for project documents. • San Bernardino Associated Governments ( SANBAG), On -Call Right of Way Services. Overall project manager to provide on -call right of way acquisition and related services including appraisal, right of way engineering, surveying, and other specialty professional services for the delivery of the San Bernardino County Transportation Authority Measure I Program and other Federally Funded Programs. SANBAG has identified 12 major capital improvement projects which require right of way acquisition and related services. • City of Anaheim, Gene Autry Way (West) 11 -5 Highway and HOV Interchange. OPC's Project Manager responsible for preparation of a Relocation Plan and providing relocation services for 90 mobile home residential occupants of three mobile home parks for the federally funded Gene Autry Way Extension Project. City of Anaheim, Katella Smart Street and Lincoln Avenue Widening. The Katella Smart Street project included the relocation of 11 residential and 3 business occupants. The Lincoln Avenue Widening, another locally funded street widening project, included the preparation of a relocation plan, and relocation services for 10 residential and 8 business cases. County of Orange, Santa Ana River Mainstem Project / Prado Basin. Provided management and relocation services for farm, business, and residential occupants. In cooperation with the U.S. Army Corps of Engineers, relocated single - family residential units, dairies and farms to allow the County to raise Prado Dam by 32 feet. This federally funded project involved difficult acquisitions and relocations, demanded meticulous program management. Past Relevant Experience Supervisor, Real Property Services Willdan Associates, 1991 -1995 Right of Way Agent California Department of Transportation, 1988 —1991 Specific Expertise IRWA Courses: Other Coursework: Appraisal Institute, All courses required to be designed SR /WA. Real Estate Coursework. Awards: Professional of the Year, IRWA Chapter 67 26F8183 RFP No. 13 -075 On -Call Right of Way Specialty Services Specialty Area (A4) Acquisition, Relocation, and Property Management Services Education: • Bachelor of Arts in Public Administration, Babes Bolyai University, Cluj, Romania • AA, Public Administration, College of Public Administration, Romania License(s): Real Estate License, California, No. 01511932 • Notary Public, California Professional • Member, International Right of Way Association (IRWA), Chapter 67 Affiliations: • Member, WTS (Advancing Women in Transportation), Orange County • Member, California Association for Local Economic Development (CALED) Years of Initial Year in Industry: 2003 Experience: Initial Year with OPC: 2003 Overview As a Project Manager, Ms. Borbe fulfills a variety of functions including property negotiations, property management, document preparation for property acquisition and relocation, title compilation for property reports, research and analysis for cost studies, site searching, preliminary escrow functions, and other field work. Her public administration background has enabled her to effectively perform on many real estate acquisition and relocation projects. Project Examples • City of Santa Ana, Grand Avenue Widening Project. As project manager for the acquisition portion, provided oversight of overall project coordination of applicable right of way services. Worked with staff to analyze acquisition impacts. Prepared acquisition documents, negotiated with property owners, and compiled reports. Coordinated escrow and cleared encumbrances from titles. • Cities of La Habra, Whittier at Beach Intersection Improvement Project. As project manager, provided oversight of overall project coordination of applicable right of way services. Worked with staff to analyze acquisition impacts on 6 properties throughout the project area. Developed and prepared acquisition formats and provided recommendation summaries of the impacts for the City. Prepared acquisition docs, negotiated with property owners, and compiled reports. • City of Moreno Valley, Nason Street Widening Project— Fir to Cactus. Project manager for this street widening of Nason Street from Fir (SR -60 Freeway) to Cactus to support capacity to the new County hospital. The project includes 30 acquisition parcels and 1 residential relocation. • City of Anaheim, Anaheim Canyon Metrolink Pedestrian Improvement Project. Acted as project manager and provided oversight of overall project coordination of applicable right of way services. Prepared right of entry docs for over 20 property owners, negotiated with property owners, and compiled reports. Developed and prepared acquisition formats for 2 parcels and recommendation summaries of the impacts for the City. 25F484 RFP No. 13 -075 On -Call Right of Way Specialty Services Specialty Area (A4) Acquisition, Relocation, and Property Management Services Dan Wessel, Project Manager Education: • Finance, Real Estate and Law Curriculum, Cal State Poly, University, Pomona License(s): ' Real Estate License, California, No. 00782663 Mr. Wessel has been involved in the land and right of way acquisition discipline since 1981. He specializes in project management, acquisition, governmental permitting, title research, feasibility studies, and records management. He has assisted public agencies, public utility companies, pipeline companies, and engineering firms with their real estate needs. Project Examples: Riverside County Transportation Commission (RCTC), SR -91 Corridor Improvement Projects; City of Ontario, Ontario Airport Expansion & Noise Mitigation /Part 150 Program, Orange County Transportation Authority (OCTA), State Route 22 HOV Improvements Project City of Ontario Housing Department, South Euclid Project. Laura Kane, SRIWA, R/W-RAC, Project Manager Education: ' Bachelor of Arts, International Relations, University of Connecticut License(s): ' Real Estate License, California, No. 01328448 Notary Public, California Ms. Kane performs full- and part -take acquisition, property management, and residential and business relocation assistance services. She is fluent in writing and speaking Spanish, which is invaluable in projects with multi- ethnic property owners and occupants. Working in the right of way industry since 2000, she has the proven ability to manage large projects, coordinating people and accurately handling all the details of complex projects. Project Examples: City of Santa Ana, Bristol Street Widening Project: 510, 828 & 1631 N. Bristol Street; Bristol Street Widening Project (earlier phase); City of Garden Grove, Great Wolf Water and Hotel Project Site C Hotel Project and Harbor B -2 Hotel Project; City of Newport Beach, Jamboree City of Newport Beach, Jamboree Widening between Bristol Street North & Centerpointe. Mort Bernstein, SRNVA, Senior • ject Manager Education: ' M.F.A. Theatre Arts, University of California, Los Angeles B.A. Architecture (with Honors), University of California, Berkeley License(s): ' Real Estate Broker's License, California, No. 00842540 Mr. Bernstein manages and oversees OPC's Property Management department. He has also performed full- and part -take acquisition and residential and business relocation assistance services. He has senior management experience with large public agencies, eminent domain experience, and construction administration /supervision. Mr. Bernstein has 30 years of experience in real estate and the right -of -way industry. Project Management Examples: CRA /LA, Metro Link Parking, City of Rialto, CRA -LA , RCTC, City of Long Beach, City of Glendale, City of San Diego, City of Lawndale 20 -185 RFP No. 13 -075 On -Call Right of Way Specialty Services Specialty Area (A4) Acquisition, Relocation, and Property Management Services c. Labor Resources The following outlines the labor -hour allocation by individual task expected per the Scope of Work, including the team member expected to perform the services. HOURS • e (per case estimates) Hours (Estimated) Performed By Project Management and Project Team Support: Includes 10 Hours Project Mgr./ involvement in Project Development or similar meetings, status 60% Program Mgr. reporting, management oversight and quality assurance /control for 28% the right of way program. 15 HOV Improvement 2 20% Preliminary Title Reports / Investigation Services: Preliminary Title Fixed fee per parcel Title company Report (PTR) will be provided /analyzed for the impacted property. 45% 10 /10 Property Owner Negotiations: Includes acquisition activities, as 40 Hours Agent /Sr. Agent described later in this document, necessary for one (1) property So. Coast Water District Tunnel 5 5% owner negotiation. Dan Wessel R RCTC- SR- 91C,I,P.- Corona 1 Tenant Negotiations: Includes acquisition activities, as described 30 Hours Agent /Sr. Agent later in this document, necessary for one (1) tenant interest 10% negotiation. Escrow Coordination /Title Clearance: Preparation of escrow 15 Hours Project Support/ instructions, escrow agent coordination, and monetary encumbrance Analyst title clearance. Relocation Plan: Includes preparation of a relocation plan as Fixed Fee per (Sr.) Agent required understate guidelines. project Analyst Relocation Assistance: Includes relocation activities, as described 40 Hours Agent /Sr. Agent later in this document, necessary for one (1) displacement. Property Management Services: Includes property management Fixed Fee per Property Mgr./ activities, described in this document. Fees charged on a per- unit /job project Property Services basis depending on number and type of units or repair /maintenance Supervisor /Crew service type requested. d. Key Personnel Availability Mark La Bonte, SR /WA 9 91 CIP— ROTC 1 10% Principal-in-Charge, Irvine Office 9 91 HOV —RCTC 2 2 % 6 60% 25/18 P Project Oversight - Various 2 28% Daniela Borbe 1 15 HOV Improvement 2 20% Project Manager, Irvine Office N Nason St Widening Moreno 2 25% 45% 10 /10 North St, Viaduct LA 5 5% 4 So. Coast Water District Tunnel 5 5% Dan Wessel R RCTC- SR- 91C,I,P.- Corona 1 10% Project Manager R Rialto Ayala Widening- Rialto 1 10% 809/0 R Riverside Office 25FPa 66 RFP No. 13 -075 On -Call Right of Way Specialty Services Specialty Area (A4) Acquisition, Relocation, and Property Management Services Laura Kane Project Manager, Irvine Office 13/13 Morton Bernstein Sr. Project Manager Long Beach Office 29/1 e. Organizational Chart CA High Speed Rail Citrus Circle Apts. — C &C Dev. El Dorado II — C &C Dev. So. Coast Water District. Tunnel City of SA, Grand Ave Widening Metro Link Parking, City of Rialto Property Management: CRA -LA, RCiC; City of Long Beach, City of Glendale, City of San Diego, City of Lawndale O DanielaBorbe 0 Mark La Bonte, SR/WA Project Manager OPC Program Manager Dan Wessel O OPC Project Manager Laura Kane 0 OPC Project Manager Prop. Management Q Mort Bernstein, 5R/WA OPC Property Mgmt. Supervisor e 40% 5% 5% 40 %' 5% 5% 5% (combined Prop. Mgmt. 30% Commitment: 65 %) 0 Denotes Key (Lq isiu tion Team Kelley Kelley Dan Wessel Albert Harmon Mona Montano James Vanden Akker Erick Gutierrez Eddie Quintero Reloonlo —nTgam KarenChrlstie Laura Kane, SR/WA, R/W -RAC Angie Luna Jill Craig Norma Jacquez Daniel Furr Eddie Quintero JEW-MMUSY0 Pmpw4ervices Danny Mendoza OPC's In -House Crew PaulineTorres (finance) t 251187 RFP No. 13 -075 On -Call Right of Way Specialty Services Specialty Area (A4) Acquisition, Relocation, and Property Management Services Statement of Understanding and Work Plan a. Understanding of the Scope of Work On -Call R/W Contracts are markedly different from "project specific" R/W contracts. OPC has On -Call contracts with many governmental agencies and we have served dozens of local public agencies through On- Call R/W Delivery contracts. These contracts are unique and require a special skill -set from the R/W services provider. Availability. First, the on -call R/W services provider has to "be available" now and in the future for any and all projects requiring support. This takes a large bench of available and properly trained R/W Professionals — no other firm can match OPC's strength in this area. Knowledge. The on -call R/W services provider has to be skilled in all aspects of the R/W process — from title, utilities, Federal and Caltrans processes, design -build guidelines, appraisal, acquisition, relocation, certification, and through to property management. You should note that only OPC has expert in- house /employee staff members in these key R/W roles. Not just for this contract but as the standard operation of our firm. Consistency. Continuing our relationship with the City of Santa Ana and being available to you for the years ahead, (especially in today's trying economic climate), necessitates the selection of a firm that's been around for a while and can assure you of consistency in management. OPC has been here in the Southland for more than 30 years. You will have the consistency you require if you select OPC. Adaptability. The final trait of a successful on -call R/W service provider is the firm's ability to adapt to the constantly- changing world in which you operate. Your objectives change with shifts in funding, priorities, politics, approvals, etc. We've seen it all. Yet in spite of it all, we are able to quickly adapt, re- prioritize, and carry -on to meet the clients' objectives. At OPC, we never lose sight of the fact that your mission is ours. b. Approach to the Scope of Work Early Project Planning and Management The first, and probably the most important element of our Project Management Approach will be to meet with City staff early to determine the project requirements and objectives and establish lines of communication and reporting requirements. With each project CTO, OPC will create a comprehensive Right of Way Plan in compliance with the City's adopted Right of Way Policies and Procedures Manual, a schedule for completing the work and establish a fixed cost amount in compliance with the City of Santa Ana's CTO requirements. The tool OPC uses for this phase is a "Project Development Guide" (PDG). OPC has a PDG for acquisition (and a separate PDG for relocation assistance). The input of the PDG is performed at the onset of a new project and is typically completed by OPC with collaboration among the client and the project engineer. The information derived from the PDG is input into OPC's case management system and allows us to create a formal Right of Way Plan and project schedule. OPC's Right of Way Plan and schedule will list each task and identify the activities that must be completed immediately prior to the start of the next task. OPC's Right of Way Plan will encompass all phases of R/W work as well as other disciplines to ensure the entire right of way program is orchestrated effectively and efficiently, without delay to the construction schedule. The key tracking device in OPC's Right of Way Plan is our right of way acquisition case management system which holds all information about each parcel /interest and will be utilized to generate status reports, offers, deeds, documents, and any requested project 25F PIb38 RFP No. 13 -075 On -Call Right of Way Specialty Services Specialty Area (A4) Acquisition, Relocation, and Property Management Services certification. A right of way schedule will be utilized to monitor the completion of project milestone and the progress of individual cases. Preliminary Title Work. Early in design (usually in an earlier phase of project development), OPC will secure preliminary title information consisting of the property profiles and Assessors maps available from our subscription services. Once R/W impacts are identified with certainty, OPC will procure preliminary title reports from a local title company or the preferred title company of the City. OPC also carefully studies the existing use of the land and the ownership of adjacent lands to ensure that we do not miss any "larger parcel" identifications involving commonly -owned parcels not impacted by the project design. The title company will ultimately insure the title to the property rights we secure. Pre - Appraisal Activities. Prior to ordering real estate appraisals on the needed interests, we will carefully study the project needs to create an accurate scope of the appraisal work. We will identify variable items such as length of time for TCE's, whether the interests need to be staked or not, preferred treatment of signs and improvements, what assumptions the appraiser will make regarding soils conditions, larger parcel determinations, etc. We will ensure that proper appraisal maps and construction drawings (likely at 65% complete) exist and that the legal descriptions and plat maps are delivered to the appraiser for inclusion in the report. In this phase, OPC will prepare the acquisition files and present the property owner with preliminary information contained within a Notice of Decision to Appraise including the City's acquisition policies and procedures. Acquisition and Negotiation The Acquisition Package. OPC will receive and review the completed appraisal, have it reviewed as necessary based on project funding, and secure authorization from the City identifying the amount of just compensation to be offered. Using input from our Project Development Guide and Acquisition Plan, OPC will craft individual offer and agreement packages for each needed ownership and have them signed by the City's authorized representative prior to delivery. On projects with Federal funding requiring the use of Caltrans policies and procedures pursuant to a cooperative agreement, or for rights of way that will ultimately be transferred to State ownership, OPC will coordinate with Caltrans Local Assistance to ensure that our proposed agreement and deed formats comply with State policies. Negotiations with the Fee Owner. Before presenting the offer, a trained in -house OPC acquisition consultant will prepare for the negotiation by completing a comprehensive review of all title reports and underlying record documents, reviewing the appraisal and engineering plans, legal descriptions and right of way maps and other information relevant to the project. Our trained negotiators will personally deliver all offers and negotiate in good faith the acquisition of the interest while keeping the Project Manager and the City informed of the status of the negotiation along the way. Negotiations will involve an interactive, face -to -face discussion with the property owner about his /her property; explanation of the project and its impacts to the property; explanation of the appraisal process and how the value was concluded, as well as answering any questions or concerns the owners may have. All of our agents are licensed with the DRE and trained to utilize a non - coercive, integrative negotiation style to overcome all hurdles in reaching a settlement in the most efficient manner possible. Our agents will negotiate in goad faith, with an open mind for creative solutions that would be mutually beneficial to all parties involved. In the event a counter proposal is made, OPC will evaluate its merits and make recommendations if it is felt that an administrative adjustment or settlement is warranted based on the facts. Supplemental negotiations may also include addressing any objection or question concerning the 20-189 RFP No. 13 -075 On -Call Right of Way Specialty Services Area (A4) Acquisition, Relocation, and Property Management Services project the owner has by conferring with the City's Project Manager. Negotiations will continue to the point of acceptance or a determination that no acceptable settlement can be reached. (By way of example, however, OPC carries a 95% settlement rate). Settlement /Closings. Upon City approval of the appropriate documents, our negotiator will request the opening of an escrow through our in -house escrow coordinator by submitting an instruction letter and providing the purchase contract, requested title insurance coverage and notarized Deed to the escrow coordinator. OPC will have the title company handle the escrow activities — typically the same company that supplied the preliminary title reports. OPC will assist with any due diligence requirements and resolve adverse title conditions preceding the close of escrow and will coordinate payment of just compensation. The City of Santa Ana will be furnished with copies of the recorded Deeds and title insurance policies following the close of escrow. In the event that the property cannot be acquired by good -faith negotiations, OPC's assigned negotiator or the Project Manager will assist the City with condemnation support by ordering updated litigation guarantees, coordinating with the attorney and any other tasks necessary to take possession. During the course of the acquisition process, OPC will maintain a complete acquisition file of all correspondence, offers and contacts with each property owner and the City. We will provide the City with written status reports at the prescribed interval and confer with the City's Project Manager as needed. OPC will maintain a current Acquisition Checklist showing each successfully negotiated parcel and outline any special terms agreed to with a recommendation for City action. Escrow Coordination If by Negotiated Settlement, OPC will assist the escrow /title company with the following. OPC will open escrow and coordinate execution of closing instructions providing for title insurance coverage at the settlement amount. We will provide the escrow officer with the fully executed acquisition contract and the notarized deed. OPC will review settlement statements for accuracy and coordinate deposit of acquisition price and estimated closing costs with escrow. After the closing, we will review the title insurance policy for accuracy. Finally we will prepare and mail a letter to County Assessor requesting cancellation of taxes, if appropriate. Relocation Services The first task in the planning phase of a relocation project is the initial meeting with the affected occupants to provide them with an overview of the relocation process. During this meeting our agents will explain what they can expect from the relocation program, the benefits they are eligible to receive, and the advisory assistance that will be provided. The last task during the planning stage is the preparation of the Relocation Plan. The Relocation Plan will determine the level of service needed for subsequent relocation assistance activities based on the personal interviews conducted with all affected occupants. The Plan will thoroughly describe the affected project occupants, identify the procedures and the program the City will follow, identify the availability of comparable properties, and provide a relocation budget estimate. Once the OPC relocation agent confirms that the contact letter was provided to the owner or tenant (when offer was made), the relocation agent will begin to provide advisory services to any of the potential displacees. We will meet with the tenant in person to explain the relocation process, the likely timeline, and the claims- reimbursement policies of the City. One factor that differentiates us from others is the level of effort we devote to our claimants. We believe in routine personal visits with families being displaced and a lot of personal attention. This not only speeds up the process, but builds goodwill in the agency using our service. 25 F Pagego RFP No. 13 -075 On -Call Right of Way Specialty Services Specialty Area (A4) Acquisition, Relocation, and Property Management Services Property Management OPC has provided the City of Santa Ana with Property Management on many projects. In general, our property management services fall under the following four categories: Lease Agreements. OPC will provide our own lease agreements or use those provided by the City for all new and carry -over tenants. Lease agreements will be fully executed, with originals kept on file with terms regularly reviewed and enforced to help protect the City. Marketing and Leasing. OPC will conduct market surveys and provide results to the City with recommendations. Decisions will be made to continue renting to current tenants, re -rent vacant properties where appropriate, or adhere to a "no re- rent" policy for relocation projects where vacated units will not be made available for re- occupancy, whatever is most advantageous to the City. Accounting. OPC will establish an expense account on behalf of the City, collect rents, deposits and other income, pay vendor invoices, utility bills, refunds, and other expenses, maintain records per generally accepted accounting practices, and provide regular reporting to the City for complete transparency. Property Monitoring, Maintenance, and Repairs. OPC will secure properties, regularly monitor them for illegal activity, and perform or arrange for required maintenance and repairs to help protect the City's assets. c. Sequential Activities The following outlines the sequential activities that would be undertaken to complete the tasks of Acquisition, Relocation, and Property Management, including who would perform them. Right of Way Project Management and Document Support — Mark La Bonte and Daniele Borbe. 1) Prepare comprehensive project planning worksheet to ensure all project elements are considered and work plan and City policies are clearly defined. 2) Comprehensive initial project planning, policy and budget analysis, and participation in meetings with public and official representatives. 3) Track /manage budgetary- related aspects related to Scope of Work. 4) Assist with development of administrative policies, procedures, and forms needed to carry -out initial program. 5) Ongoing consultation and project coordination with City, social service agencies, governmental entities, and project team. 6) Representation of City at public meetings, hearings, and litigation related matters. 7) Prepare tracking reports to monitor the completion of project milestones of the various disciplines involved on the project. 8) Prepare /present monthly written status report based on agreed -upon guidelines on information to be provided. Confer weekly with City verbally on status, problem areas, and progress, Participate in Project Development Team Meetings to report on acquisition progress. 9) Coordinate with federal and state oversight agencies such as Caltrans, etc. Title Investigation Services — City's Preferred Title Company + OPC Analysts. 1) Secure vesting deeds,' property profile, and tax map for each property. 2) Secure preliminary title reports for each property (valid for a minimum of 6 months or until ownership change). 3) Secure copies of recorded back -up documents as needed. 4) Share preliminary title information with right of way engineer, surveyor, and appraisers for use on the project. 5) Prepare list of title exceptions to be cleared; confirm manner of disposition consistent with approved project plan. 6) Facilitate changes to preliminary title reports after preparation of the legal descriptions, if necessary for partial acquisition projects. Negotiate Right of Way Settlement /Prepare Acquisition Documents: OPC Acquisition Team. 1) Establish /maintain complete record file for each ownership in form acceptable to City. 2) Receive and analyze title info., approved appraisal reports, and legal descriptions in sufficient detail to negotiate with property owners and other parties. 3) Prepare offer letters, summary statements, and lists of compensable items of fixtures /equipment in accordance with state or federal regulations and approval of City. 4) Present written 25aP 16 91 RFP No. 13 -075 On -Call Right of Way Specialty Services Specialty Area (A4) Acquisition, Relocation, and Property Management Services purchase offers to owners (or representatives) in person, when possible. Secure receipt of delivery of offer as practical and present and secure tenant info. statements, as applicable. 5) Notify relocation agent of initiation of negotiations within 2 business days and provide appraisal info., occupant contact info., and tenant info., as necessary. 6) Follow -up and negotiate with each property owner, as necessary; prepare and submit recommended settlement justifications to client for review and approval; review any independent appraisal secured by property owner; coordinate reimbursement of appraisal fees (up to $5,000) with City. Ongoing negotiations and settlement discussions will continue for 8 weeks after initial offer or until settlement or impasse is reached. 7) Prepare /assemble acquisition contracts, deeds, and related acquisition documents required for acquisition of necessary property interests. Legal descriptions to accompany easements or to accompany partial acquisition deeds are not included in this Scope of Work. 8) Maintain a diary report of all contacts made with property owners or representatives and a summary of status of negotiations indicating attitude of owners, problem areas, and other pertinent information. Copies of all applicable written correspondence are maintained in files. 9) Prepare impasse letter for any parcel where, after diligent attempts to settle by negotiation, eminent domain appears needed or prudent to acquire needed interest. 10) Transmit executed acquisition documents to client. Transmittal package will include fully executed and properly notarized deed(s), fully executed acquisition contract with attachments, and brief settlement memorandum summarizing the pertinent data relative to the transaction. Negotiate R/W Settlement /Prepare Acquisition Documents: Tenant- Interests — OPC Acquisition Team. 1) After formal offer to purchase is delivered to underlying property owner, deliver a "tenant notification letter" outlining tenant's rights in the transaction and informing them of needed quitclaims of interests. 2) Secure copy of lease to determine extent, of possessory interest in property to be acquired. 3) Participate in and /or facilitate discussions, between property owner and tenant regarding apportionment of just compensation, ownership of fixtures and equipment or improvements, and other elements needed to secure tenants voluntary settlement of rights and interests. 4) Present unapportioned offer to purchase leasehold interest and fixtures /equipment to tenant as maybe required to facilitate settlement by eminent domain. 5) Prepare purchase agreements and deeds for acquisition of tenants rights and property. Title Clearance /Escrow Coordination — OPC with City's Preferred Title Company. 1) Work in conjunction with escrow officer to facilitate the clearance of title matters as set forth in settlement memorandum and escrow instructions, 2) Coordinate payment of taxes due and release of liens. 3) Secure full or partial reconveyance instruments from lien holders of record, 4) Coordinate lost instrument bonds, as necessary. 5) Coordinate and facilitate recordation of corrective deeds to clear vesting issues. 6) Secure subordination agreements from conflicting easement holders, as needed. If Negotiated Settlement: OPC will assist escrow /title company with the following: 1) Open escrow and coordinate execution of closing instructions providing for title insurance coverage at the settlement amount. 2) Provide escrow officer with fully executed acquisition contract and notarized deed. 3) Review settlement statement for accuracy, 4) Coordinate deposit of acquisition price and estimated closing costs with escrow, 5) After the closing, review title insurance policy for accuracy. 6) prepare and mail letter to County Assessor requesting cancellation of taxes, if appropriate. Eminent Domain Assistance - Daniela Borbe. If Settlement by Eminent Domain; OPC will assist eminent domain counsel; 1) Prepare letter for City's counsel requesting proceeding to condemnation. 2) Provide counsel with available right of way maps and legal descriptions, preliminary title reports, title review documents, and contact info. of each owner or interest holder. 3) Provide eminent domain counsel with duplicate copy of parcel file, together with a copy of appraisal, offer to purchase, correspondence, acquisition contract, and deed as presented. 4) Convert preliminary title reports to litigation guarantees for eminent domain counsels' use. Title company fees (based on value of the interest required) are additional. 25FPage Z RFP No. 13 -075 On -Call Right of Way Specialty Services Specialty Area (A4) Acquisition, Relocation, and Property Management Services Relocation Assistance Services — OPC Relocation Team. 1) Secure basic case information and set up /maintain case file with documentation /diary throughout course of involvement with claimant. 2) Conduct initial in- depth field interview; document rent, income, family size, names /ages of occupants; determine relocation needs and special requirements; provide general info notices and brochures; and explain relocation process and benefits. 3) Provide ongoing advisory assistance to minimize hardships on claimants, referrals to /coordination with community service resources, public housing, and public services. 4) Document current rent paid. 5) Verify income using pay stubs, tax returns, and /or cash affidavit. 6) Assist with the reconciliation of FF &E ownership among owner and tenant. 7) Create rent schedule (if authorized by City). 8) Search /document comparables for claimant provide referrals with 3 sets of additional housing referrals every 4 -6 weeks; search for available sites until at least one appropriate site has been found or determined that no such site exists. Provide evaluation form requesting feedback as to suitability of site referral; attempt to secure response from claimant. 9) Prepare letter of eligibility based on most appropriate comparable with authorization of City. 10) Deliver letter of eligibility to claimant and discuss findings /impacts on occupant. Amend letter of eligibility one time if economics of the comparable availability changes over course of assignment. 11) Prepare and deliver 90 -day notices to vacate no later than 12 weeks after general info notices delivered. 12) Arrange for transportation to view replacement sites and assist claimants with selection of a replacement site, with lease offers, review of rental agreements, and with move bids or fixed moving payment. 12) Inspect selected site to ensure decent, safe, and sanitary requirements. 13) Monitor replacement site escrow and explain relocation process to agent /escrow officer. 14) Review /discuss claimants' moving plans, build -out specifications, and personal property inventory; coordinate eligibility limitations in advance of physical move. 15) Verify vacation of the displacement site; secure certificate of abandonment. 16) Determine eligibility for proposed amount of relocation benefits including actual /reasonable moving payments, rental /purchase differential payments, re- establishment payments, and /or fixed payments. 17) Residential moves: secure /process an advance claim to assist with move and second final claim incorporating moving costs and rental /purchase differential payment once family has moved to site. Non- residential moves: secure /process moving assistance, re- establishment, in -lieu, or settlement claims ensuring no item was duplicated in acquisition process. 18) Claim will be signed by claimant; supported by appropriate back -up and reviewed by OPC's project manager for recommendation before submitting to City for approval. Each claim check will be delivered to claimant in person (as feasible) and a receipt of payment will be secured. Property Management Services — OPC Property Services Team. Pre - Possession: 1) Determine whether there are any vacant units at time of acquisition; prepare /present Rent to Hold agreement to property owner; secure agreement (covering units vacant at start of negotiations). 2) Prepare /present Loss of Rent agreement to property owners; secure agreement (covering units vacated by relocation agents prior to closing escrow). 3) Coordinate with relocation agent to capture and track vacate dates for claim processing. Post Possession Interim: 1) Prepare /deliver rental agreements with project objectives (if desired). 2) Collect /deliver monthly rent payments to City. 3) Prepare /deliver required notices. 4) Manage emergency and unsafe condition repairs. 5) Contract on- going building /ground maintenance. 6) Manage payment of vendor fees and utility bills. 7) Collect keys /verify abandonment. 8) Provide monthly reporting to City. Post Possession: 1) Contract board -up, fencing, and security services as units become vacant. 2) Provide utility disconnection /meter removal. 3) Provide asbestos and demolition cost estimates. 4) Coordinate asbestos abatement and demolition contractors. is 20-193 RFP No. 13'075 On-Call Right of Way Specialty Services Specialty Area (A4) Acquisition, Relocation, and Property Management Services d. Project Sohedu|e We have included the following sample project schedule for completing the tasks in terms of elapsed weeks based ona hypothetical project commencement date. OPC ROW Schedule NTP Appraisal Process !Wed 1/1/14 Tue 4/8/14 114 wks NDA Wed 1/1/14 Wed 1/1/14 Owks Negotiation Process �,Wed4/9/14 Tue 10/21/14 128 wks__ Conduct Good Faith Negotiations lWed 4/23/14 Tue 7/15/14 12wks Escrow Due Diligence 7/30/14 TuelO/21/14 112wks Relocation Program Wed 1/1/14 Mon 11/24/14146.8 wks Relocation Plan Wed 1/1/14 Fri 3/28/14 112.6 wks Prepare Summary of Project Data !,Wed 1/1/14 Jue 1/14/14 i2wks Conduct/Compile Displacement Data J Wed 1/1/14 lTue 1/2 14 8/ Awks Finalize Draft Plan +Submit to Client !Wed 1/29/14 iTue2/11/14 12wks Send Notices of Availability 30 Day Review/Comment Period i Mon 2/17/14 Wed 3/19/14 14.6 wks Make Revisions, Finalize Thu 3/20/14 Fri 3/28/14 lAwks Relocation Plan Completed Fri 3/28/14 Fri 3/28/14 lowks Relocation Process ,Wed 4/23/14 Mon 11/24/14130.8 wks Advisory Services Tu e 4/29/14 Mon 11/24/14 29.8 wks Informational Notice Fri 8/22,q4 I Notice to Vacate Wed10/22/141Wed10/22/14�0.2wks Notice of Abadonment Mon 11/24/14 Mon 11/24/14 0 wks Possession of All Properties Mon 11/24/14 Mon 11/24/14 0 wks P 19 ���� �����— U94 RFP No. 13 -075 On -Call Right of Way Specialty Services Specialty Area (A4) Acquisition, Relocation, and Property Management Services e. Quality Control, Budget Control, and Schedule Control OPC has an internal quality assurance /quality control procedure that will be used on the City's projects. Our policy states that each work product is an independent step in the process and shall be conducted in a manner which provides for a complete check before the work product is distributed. Compliance with the City's right of way policies and procedures and all applicable regulations of federal, state, and local agencies will be adhered to at all times. Management of project and financial records is an essential part of an auditable right of way program. At the core of such a system is accuracy and consistency. The QA /QC program begins with the preparation of a detailed plan, communicating OPC's approach and project objectives to the City. The approved plan is thoroughly communicated to all of the project staff to be implemented into every action, calculation, payment, approval, and record. The plan is used throughout the project to ensure program compliance. Any exceptions are promptly corrected as events occur. In addition to assuring quality work product, following the plan keeps the team on schedule, which in turn keeps the project on -time and within budget. Successful cost /budget control requires thorough and coordinated program management during the planning and preparation stages. OPC provides this management at all stages of this process, specifically during the implementation phase. To maintain accuracy, all records will undergo periodic quality /accuracy checks by management. All computations of entitlements and distributions of financial assistance are clearly documented for compliance with federal, state, and local regulations and statutes, along with policies of the City. Actions which require innovative solutions will be thoroughly documented and referenced to applicable regulations for compliance support. Our project files are spot- checked by the Project Manager to ensure records are being accurately maintained. Upon completion of each file, the entire file undergoes a final analysis to ensure that all information is contained in the file, all claims are properly documented, and all records of payments have been made. Since these files belong to the City, they are available for inspection at any time. f. Special Issues We will establish a close working relationship with the City, and provide regular lines of communication to resolve any special issues and report on issues in need of resolution. In regards to property management, we closely monitor projects to help protect the assets from illegal dumping, occupancy, and vandalism. OPC provides the repairs and maintenance necessary to help ensure safe access into properties owned by the City, and to emergency personnel, or others legally permitted to enter. We provide proactive approaches to emergencies and special project issues by reviewing project areas to determine possible risks, and by establishing a plan to manage these risks. g. Proposed Enhancements OPC has reviewed the scope of work thoroughly and finds it to be well- representative of the tasks that must be accomplished to complete the job. 20-195 APPENDIX EXHIBIT C -1: NON - COLLUSION AFFIDAVIT CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR -••• ,. s c RFP NO.: F NON - COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non - collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non- collusion Affidavit. BIDDERS are cautioned that making a false certification r}ay�ject the certifier to criminal prosecution. Signed State of California County of Orange Subscribed and sworn to (or affirmed) before me on this 16 day of December 2016, by MH qov utojAd Lni rfarlP proved to me on the basis of satisfactory evidence to be the person(* -who appeared before me. DANIELA BORBE COMM.# 1876676 ,�pp t €"m NCPARY PUBLIC- CALIFORNIA ^1 W/ dA I MY Comm. EMP.O 3 ��gg T20141 Notary Public Signature Notary Public Seal jilt Nq .1 kyj I T I I M I I • r •, r • -• -t wras "a %M,l = F-j M Niel 0 L41 • •- r r • City of Santa Ana RFP 13 -075 25P'2i'96 APPENDIX EXHIBIT C -2: NON - LOBBYING CERTIFICATION CERTIFICATIONS CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR ON -CALL RIGHT OF WAY SPECIALTY SERVICES RFP NO.: 13 -075 The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities ". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Overland, Pacific & Cutler, Inc. I Signed and Printed Name: Title Program Manager /Principal Date 12/16/2013 Mark La Bonte, SR /WA THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP 13 -075 25FQ497 25F -198 EXHIBIT B FEESCHEDULE 25F -199 Fee Propose[ A4 Acquisition, Relocation, and Property Management Services BILLING TEttM9t OPC considers local travel /mileage, photocopying, first class postage, telephone, facsimile, and moblle communication charges a normal part of doing business and such costs are Included in the stated hourly rates. Out -of- pocket expenses including pre-approved travel and lodging, outside exhibit preparation, requested overnight courier or registered and/or certified mall (return receipt requested) charges, and specialty reproduction (unless otherwise specified) are in addition to the contract amount and will be charged at cost plus ten percent ( +10 %) for administration, coordination, and handling. Subcontracted services, other than those listed above, will be Invoked at cost plus ten percent ( +14 %). In the event OPC is required to perform any act in relation to litigation arising out of any project with the Client (for example, expert consulting, responding to a complaint, or proceeding with discovery and trial), such services are not part of this contract, nor are they part of our normal fees. If required, these types of services will be Invoiced at two times the regular hourly rates. In the event this contract extends twelve (12) months beyond the Initial date of mcution, the hourly rates and any remaining amount in the contract shall be adjusted upwardly by five percent (5 %) per annum, compounded annually, on the anniversary date of this contract. Written communication services In other languages would be an additional cost and would be billed separately based on quoted hourly rates by Independent translation services. Verbal communication In Spanish, If necessary, will be included at no additional charge. OPC will submit monthly Invokes for the professional and trade services rendered based on the hourly rate schedule provided above. The client shall promptly pay the uncontested amount due within no more than thirty (30) days after receipt of invoice. Upon completion of services, the remaining unbilled annum of the project balance shall become Immediately due and payable. 25F -200 999957.5263 ph 949.957.6657 fax wvrw.QPCservlcPS.com Fee Proposal A4 Acquisition, Relocation, and Property Management Services In accordance with the requirements of the RFP, our pricing Is as follows; RrghE afWay iNanagement&Implemetion Program Manager j Principal $200.00 per hour Senior Project Manager $150.00 per hour Project Manager g $130.00 per hour Senior Acquisition Agent/ Senior Relocation Agent j Senior Anal t Acquisition Agent/ Relocation Agent/ Analyst $115.00 per hour $105.00 per hour Utility Coordination Utility Manager $150.00 per hour Senior Utility Coordinator $130.00 per hour Utility Coordinator $115.00 per hour ...Property Management Property Management Supervisor $150.00 per hour Property Services Supervisor / Property Manager $115.00 per hour Spa aiized Labor/ GC / Plumber/ Electrician $105.00 per hour* Equipment Operator $73.00 per hour* Landscape / Crew Leader $40.00 per hour* Crew Member $27.50 per hour* * Prevailing Wage Compliant _ Proiedt Support j Administrative _TAI Project Support Specialist $75 00 per hour Administrative Assistant _ T $40.00 per hoar '.. 25F -201 25F -202 AGREEMENT FOR PROVISION OF PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this 4th day of February 2014, by and between HDR Engineering, Inc., a California corporation (hereinafter "Consultant ") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of acquisition, relocation and property management services. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under fl- us Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide all labor, materials, tools, equipment, services and incidental customary work required to fully and adequately provide Acquisition, Relocation and Property Management services, as set forth in City's Request for Proposals 13 -075 — On -Call Right of Way Specialty Services, attached as Exhibit A, as more specifically described in Consultant's Proposal, attached as Exhibit A -1. All attached Exhibits are incorporated by this reference. Consultant services shall be provided on an on -call basis at the written request of the Executive Director of Public Works, or his designee. 2. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B, attached hereto and incorporated by reference. The total sum to be expended by City under this Agreement shall not exceed $500,000.00 during the term of this Agreement. � - 111 nt b. Invoices i. Consultant shall submit a monthly invoice by the fifteenth of the month to the City for the services rendered in the prior month. ii. All invoices for work performed under this Agreement shall be submitted in a format approved by the City. Invoices shall include the following information at a minimum: (a) Consultant's invoice number (b) Beginning and ending dates for services (c) City project number and /or name (if applicable) (d) Work site address /location (if applicable) (e) Tasks or deliverables completed, and percentage ( %) of total services completed. c. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2015, unless terminated earlier in accordance with Section 14, below. The term of this Agreement may be extended by a writing executed by the City Manager and the Consultant. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (e) contain standard separation of insured's provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non - owned automobiles. 25F -204 b. Invoices i. Consultant shall submit a monthly invoice by the fifteenth of the month to the City for the services rendered in the prior month. ii. All invoices for work performed under this Agreement shall be submitted in a format approved by the City. Invoices shall include the following information at a minimum: (a) Consultant's invoice number (b) Beginning and ending dates for services (c) City project number and/or name (if applicable) (d) Work site address/location (if applicable) (e) Tasks or deliverables completed, and percentage ( %) of total services completed. e. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2015, unless terminated earlier in accordance with Section 14, below. The term of this Agreement may be extended by a writing executed by the FR- muti*e-DdnGtorrofP- -ublie -Works and the Consultant. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insured's provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 25F -205 c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. iii. Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. I. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims "), which may arise from or in any manner related (directly or indirectly) to any work perforned or services provided under this Agreement (including, without limitation, defects in workmanship and/or materials) or Consultant's presence or activities conducted performing the work (including the negligent and /or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 8. LAWS AND REGULATIONS Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the services and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising wherefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, 25F -206 pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information' ' shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 telefacsimile (714) 647 -6956 With courtesy copy to: Executive Director of Public Works City of Santa Ana Attn: Design Engineering 20 Civic Center Plaza (M -36) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647 -5635 To Consultant: I3DR Engineering, Inc. Michael Williams 3230 El Camino Real, Suite 200 Irvine, CA 92602 -1377 (714) 730 -2438 (phone) (714) 730 -2301 (fax) A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication 25F -207 shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by teleficsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the authorized representatives of the parties. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. The parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 25F -208 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed th s Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: EDWIN "WILLIAM" GALVEZ, P.E. Interim Executive Director Public Works Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager HDR ENGINEERING, INC. TOM T. KIM, P.E. Senior Vice President 25F -209 25F -210 EXHIBIT A SCOPE OF SERVICES GENERAL REQUIREMENTS — RIGHT OF WAY SERVICES Consultants under contract with the City of Santa Ana will provide support to City of Santa Ana staff or designee on an as- needed basis. • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience working on State and Federally funded projects. All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • Any real estate appraiser provided by Consultant must be certified and a Member of the Appraisal Institute. • All acquisition agents and property managers, performing work for the City, must hold a valid California Real Estate License. Salespersons must be registered with California Department of Real Estate (DRE), as working solely under the Consultant's supervising broker of record. • Work may include, but not be limited to, the following: onsite review of the project area; review of existing records; conducting research and performing analysis; information gathering; negotiations; development of strategies. • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has full responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub - consultants. The Consultant shall review all work performed by its sub - consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. • The Consultant shall have a Quality Control Plan in effect during the entire time work is being performed under this Agreement. The Quality Control Plan shall establish a process whereby work product is independently checked, corrected and back checked. All Project related correspondence and documents shall be maintained and bound in appropriate project files. Electronic files shall conform to City's file naming system • Consultant shall diligently work on each assignment and complete each task in accordance with the schedule to accommodate the City's needs. 25F -211 • Consultant's work will be subject to inspection by City, County, State and Federal representatives. • Project files, including copies of all correspondence, reports, documents, and electronic files shall be submitted to the City as requested and electronically updated at least monthly. • All work, including reports, analysis, data, and intellectual property developed during the life of the Agreement shall become the property of the City. • The Consultant will receive written notification of the award of the contract. Upon on such notification, the Consultant will proceed with the services required by the Agreement. • The Consultant shall complete work under the direction of City staff. The Consultant will be expected to provide experienced and knowledgeable professional staff which will be responsive and maintain excellent working relationships with property owners, tenants, and City staff. The Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. The Consultant shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. ACQUISITION, RELOCATION, AND PROPERTY MANAGEMENT SERVICES ACQUISITION SERVICES: Assist City staff with the coordination of all the various aspects of the real property acquisition process, ensuring all work is performed in accordance with the public agency's policies and procedures and federal, state and local regulations. Acquisition tasks may include: • Meet with City staff to discuss assignments and procedures. • Perform the services required by the City with qualified personnel, equipment, materials, supplies, and management and administration services. • All personnel and subcontractors, referred to as "Approved Personnel ", shall be approved by City, prior to providing services. There shall be no changes in the Approved Personnel without written concurrence of the City. • Prepare a schedule of major activities and milestones and provide an estimate of the cost to conduct proposed assignments including assignments to subcontractors. Upon City's written approval of the estimated cost, initiate the assignment in a timely manner. • Be responsible for the accuracy of work and promptly make all necessary revisions or corrections resulting from errors and omissions by Approved Personnel. • As deemed necessary by the City, meet with the City and other staff as requested. • Monitor and maintain all files to ensure overall project integrity. • Prepare and assemble the "Offer Package" using the format approved by the City. • Prepare and maintain a file for those properties assigned for acquisition by the City. • Present written purchase offers to property owners as directed by staff. 25F -212 • Meet on an ongoing basis with property owners or business tenants (or their appointed representatives) to coordinate and negotiate the purchase and sale transaction. • Supplement negotiations by obtaining and reviewing counter offers or demands from property owners, recommendations for settlements, coordinating with the agency to review and discuss all possible solutions and problems, including condemnation. • Prepare all acquisition agreements, deeds and other documents necessary to complete the acquisition. • In the course of acquisition process, provide all the necessary information and work with the relocation consultant in addition to the City staff member in order to expeditiously and professionally complete the project. • Obtain reconveyance and subordination agreements as necessary. • Maintain an accurate and current record of all- pertinent information and contacts concerning the property owners and tenants. • Assist City in condemnation support activities. RELOCATION SERVICES Provide a complete relocation assistance program to comply with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (Uniform Act) or Title 25, California Code of Regulations, its amendments, and other pertinent laws and regulations. Prepare Relocation Plans, Relocation Guidelines, relocation cost estimates, project area surveys and other specialized reports. Consultant's relocation services include, but are not limited to the following: Relocation Plan Consultant will prepare a Relocation Plan, in accordance with all requirements of State Law, State HCD Guidelines, the Relocation Assistance and Real Property Acquisition Rules and Regulations of the Agency. The purpose of this Relocation Plan is to provide the City with summary and statistical information regarding the impact of a project to potential displacees. Specifically, this report should concern the identification of potential impacts that may occur as a result of the demolition of existing structures, proposed displacement of occupants, and a plan to mitigate respective impacts. The Relocation Plan shall include: • Description of the proposed project and project location; • Assessment of needs; • Replacement housing resources; • Residential and commercial displacements; • Temporary housing (if applicable); • Program assurances and standards; • Relocation assistance program; • Citizen participation and plan review period; • Description of relocation benefits; • Eviction policies and procedures; • Appeals and grievance procedures; • Displacement schedule; 25F -213 • Estimated relocation costs. Residential Relocation Services shall include: • Prepare "Relocation Package" in accordance with City approved format. • Provide advisory services • Interview displaced persons • Distribute Relocation Packages in accordance with City staff directives. • Inform displaced persons of available relocation assistance, the relocation process and benefits. • Search for relocation sites and provide referrals of sites to displacees. • Prepare and distribute informational brochures and other required notices and documents. • Provide referrals and advice • Determine relocation eligibility and amount for relocation benefits. • Review entitlement packages in accordance with applicable rules and regulations. • Review requested moving entitlements. • Inspect replacement dwellings. • Thoroughly document all contacts with the displacee. • Prepare and transmit to the City all applicable invoices and relocation claim forms. • Prepare and deliver residential entitlement letters and other required documents. • Provide status reports to City staff. • Advise and update City staff on various aspects of state and federal relocation law. Business Relocation Services shall include: Consultant shall meet with owners of businesses within a reasonable time after the offer to purchase has been made and interview them to complete the Displacees Needs Questionnaire. Collect data regarding the type of business, work schedule, number of employees and the owner's proposed plans. Provide advisory assistance. • Determine potential eligibility for moving payments by reviewing eligibility criteria and case data. • Personally contact the displacees and present required forms and explain in detail the options for payment of reasonable moving expenses. • Extract from appraisal report information regarding improvements that have been acquired so as to eliminate them from consideration in determining moving expenses. • Review and approve the compilation of a certified personal property inventory. • Interview the displacee again to identify in detail displacee's needs, desires, and issues. • Summarize all interviews, contacts and contact attempts in diary for official record. • Provide assistance in locating a suitable replacement site. • Monitor the move as much as feasible to determine that all items are moved that should be moved and that no items are moved that were purchased during the acquisition of the property. • Collect supporting documents and submit payment of moving expenses. • Determine what expenses are necessary and eligible as reestablishment expenses. 25F -214 • Inspect the replacement property, obtain cost estimates, discuss the issues with the displacee, verify expenses and income and project next two years to assess whether increased operating costs will exist. • Determine eligibility for actual reasonable search expenses. • Determine eligibility for In -Lieu business payment, utilizing IRS tax returns and /or certified financial statements. • If Business Good -Will becomes an issue, an appraisal, or letter of exposure, may be required. • Arrange for a final walk- through inspection of the property. • Collect final supporting documentation, prepare final claim, prepare certification and close file. Construction and moving bid services shall include: Movers: • Conduct on site inventory and photos • Complete certified inventory and mover instruction form • Schedule and coordinate bids • Attend site inspection, if necessary • Review and compare bids Contractors: • Verify licensing • Prepare mover instruction form • Schedule and coordinate bids • Attend site inspection, if necessary • Review and compare bids • Evaluate for eligibility PROPERTY MANAGEMENT SERVICES Consultant will coordinate all of the property management tasks with City staff and the demolition contractor as deemed necessary. Consultant shall provide interim property management during the transition from occupancy to demolition. This includes the coordination of utility connections and disconnections, preparing and facilitating short-term rental agreements, rent collections, providing eviction services, property maintenance and security, preparing and issuing notices to vacate in accordance with state law, coordination of final asbestos and lead surveys, and monitoring the demolition of structures and removal of underground storage tanks or other environmental concerns. Property Management duties shall include: • Property Management Coordination • Acting as Property Management Liaison • Utility Coordination • Invoice Services • Security Services • Lawn Care • Facilitate Maintenance Services • Month -to -Month Occupancy Agreements 25F -215 • Collect Rent • Prepare Rental Agreements • Complete Vacancy of Unit Tasks • Disconnect Utilities • Coordinate Fencing Services • Secure Property • Eviction Coordination • Demolition Coordination 25F -216 EXHIBIT A -1 CONSULTANT'S PROPOSAL ACQUISITION, RELOCATION AND PROPERTY MANAGEMENT SERVICES 25F -217 Organization Chart Exhibit A -1 Real Estate Services Manager AGl1hael1A [Ihr * Project Manager tikheN Chan* Send Right ofRVay Agent Ghrl5tine Santalud a Jullewoad Right of ay Agent 11 ClafaCaskaneda Right of Way Agent ArnandaThempson Wpphanle7sal RlghtofWayTeda Jeantiercde Whonnental Senilces Manager RelayKading,C?G,GN Statement of Understanding & Work Plan CRianager fiuben4uran" "Rey Personnel HDR RES looks forward to tailoring specific processes to comply with the City's policies, procedures, and preferences. HDR RES' strong method of project organization will bring professionalism and success to any of the City's projects. HDR RES prides itself on its ability to complete complex projects on schedule and within budget, delivering high quality services in each phase. The success of a project often hinges on the planning effort at the front end. As the RES Manager, Michael Williams will plan and manage the right of way services for this contract. Mr. Williams has years of experience coordinating with various agencies and will strategize and coordinate projects thoroughly from the beginning, including all scheduled steps to make certain that all policies and procedures and federal, state, and local regulations are followed. Mr. Williams and the project team will work closely with the City to develop and refine program management services, including a detailed schedule with specific tasks and assignments based upon the Scope of Work and desired timeline for each project. During the planning and project initiation period, systems will be set up in accordance with the City's preferences, and all team members will learn their roles and responsibilities in the context of the project, in order to meet the City's expectations. All team members will also become familiar with the City's internal processes, as well as the City's right of way policy and procedures manual. A system of communications will be established. A meeting schedule will be set -up at the beginning of the planning stages, and meetings will occur regularly to keep the project on track. We are confident that we can achieve all project goals through up -front planning to streamline the acquisition and relocation processes. HDR RES regularly acts in the role of right of way manager and project manager and develops acquisition /relocation plans with defined processes, reporting and formatting structures that provide guidance to the managers, agents and technicians. HDR RES presents an experienced team of professionals who will work together to find targeted solutions and achieve City goals. As Prime Consultant, we perceive that our main functions will be to: 25F -218 • Ensure that all work is performed according to the City's preferences; • Manage the contract, budget, schedule and data per the City's direction; and • Ensure follow- through on our team's commitments. Mr. Williams will work closely with the City's Project Managers and staff to discover ways to provide assistance, offer recommendations whenever challenges are presented, and will seek feedback pertaining to progress and satisfaction with HDR RES' performance. HDR RES staff has experience working on acquisition and relocation projects requiring compliance with the Uniform Act, and in particular with FHWA and FTA regulations. HDR RES requires agents to maintain detailed time records and diaries and adopt internal procedures, policies, and standards to match specific client requirements and demands. Strong priorities include professionalism, client confidentiality, and highest quality service which exceed expectations. Every project begins with HDR RES' formal "0% Review." The 0% Review is a standardized, formal process by which HDR RES staff analyzes the assignment, identifies risks, and develops a plan for success. The 0% Review process begins with a discussion of the scope of work, and key personnel contribute to developing a strategy for successful completion of the assignment on a timely basis while maintaining quality deliverables, keeping within budget, and minimizing any risk of delay. This process will identify all of the project team members, develop a budget, develop a delivery schedule, identify risks and propose solutions, and prepare a project plan and delivery matrix for delivery to the City. The RES Manager and appropriate staff will then meet with the City staff to go over the project plan. Future meetings will be scheduled, per the City's requirements, and any changes to the project plan will be made by HDR RES and delivered to the City. HDR RES will then proceed with monitoring project delivery and make strategic changes as necessary. These changes will be reviewed and modified by the City, if needed. The following section describes our work plan for completing the tasks identified in the Scope of Work. Project Management — Michael Williams and Senior RES Staff • Meet with the City Project Managers, staff, and project design teams as necessary to ensure compliance with City policies and procedures and to form a mutual understanding of the scope of work, deliverables and schedule; • Meet regularly with the HDR RES right of way team to ensure project is completed on schedule and within the budget. Work with City Project Managers to ensure steps occur on schedule to fulfill FHWA, FTA and State requirements; • Manage Quality Assurance /Quality Control (QA /QC); • Manage right of way acquisitions for the project, in coordination with the City Right of Way Project Manager, including oversight of subcontractors; • Meet as needed with the City Right of Way Project Manager and the project management team to report acquisition progress and to identify and resolve general right of way issues and parcel specific issues during negotiations; • Attend all project meetings as requested; • Manage real estate information and research requests, documenting the request and response; • Monitor and update project schedules; • Attend public meetings as requested by the City or project management; and • Prepare and monitor Right of Way Acquisition Process timelines. Acquisition Services — Michael Williams and HDR RES Staff HDR RES believes the key to a successful negotiation includes establishing a relationship of trust and listening to individual concerns. The individuals or corporations we deal with must be part of the solution. Our staff will work with each owner to address their concerns, problem - solve, and use all available resources to negotiate equitable settlements. In an effort to strike a balance between the needs of the public and those of the City, HDR RES will formulate a strategy designed to confirm that property owners' rights are maintained, while making every effort to avoid litigation (for assignments being conducted under the threat of eminent domain). HDR RES will also assist City - - -- 25F -219 -� - -� staff with the coordination of all the various aspects of the real property acquisition process and ensure all work will be performed in accordance with the City's policies and procedures and federal, state, and local regulations. Mr. Williams will completely monitor the acquisition process including ensuring that the acquisition agent will thoroughly review the particular assignment to make sure all needed information is obtained. Typical steps in the acquisition process are listed below: • Prepare and send applicable informational notices and letters to the property owner; • Attend appraisal inspection; • Review all applicable information such as title reports, appraisals, existing leases, and other property related documents; • Prepare offer /acquisition package; • Meet with owner to begin negotiations; • Make at least three (3) personal contacts with each owner; • Act in good faith at all times; • Keep detailed agent logs for each parcel; • Prepare organized and complete closing packages; and • Provide eminent domain support to the City's Counsel, if necessary. Administrative — HDR RES Staff • Gather, review and reconcile all information necessary to deliver right of way for the project; resolve errors, issues and uncertainties; establish and maintain project document files for HDR RES; • Establish, maintain and close individual parcel files for each property owner; • Prepare tracking and status documents in a form satisfactory to the City; and • Document meetings as requested. Relocation — Michele Chan and HDR RES Staff HDR RES is thoroughly familiar with and competent in, all areas of the relocation process and proposes a staff of agents who have extensive relocation experience under the Uniform Act. The project manager will direct HDR RES' relocation team to ensure that the job is performed professionally and successfully. Ms. Chan will verify that relocation takes place on schedule and conforms to all federal and state guidelines, and the City's policies and procedures. HDR RES will also prepare relocation plans, relocation guidelines, relocation cost estimates, project area surveys, and other specialized reports. HDR RES' relocation services include, but are not limited to the following: • Prepare project relocation plans for public review, if necessary; • Interview displacees and determine eligibility; • Provide General Information Notices; • Provide advisory services; • Search for replacement sites and /or temporary replacement sites; • Coordinate with regulatory agencies; • Prepare individual relocation cost estimates, including moving costs; • Deliver 90 -Day Informational Notices; • Perform Decent, Safe, and Sanitary inspections; • Deliver 30 -Day Notices to Vacate; • Coordinate and monitor moving activities; • Process reimbursement claims; • Advise and update City staff on various aspects of state and federal relocation law; and • Provide ongoing status of relocation reports as specified by the City. Relocation Plan Profound understanding of relocation procedures and extensive experience is critical to relocate business and residential occupants, and to manage the production schedule. HDR RES will prepare a Relocation Plan in accordance with all the requirements of State Law, State HCD Guidelines, and the Relocation Assistance and Real 25F -220 - -- Property Acquisition Rules and Regulations of the Agency. HDR RES will carefully plan the relocation activities necessary to complete any assignment. Our goals will be to: • Fully understand all aspects of the project, and the City's goals and time frames; • Identify satisfactory replacement sites for businesses and residents; • Ascertain specific concerns and issues affecting prospective displacees in order to provide quality advisory services; and • Coordinate review and approval processes with the City prior to presentation to displacees including statutory noticing requirements Relocation Advisory Services To provide quality advisory services, HDR RES must become familiar with the unique concerns of every business and residential occupant to be relocated and begin working with them as quickly as possible. In addition to providing transportation, staff will assist displacees in filing claims, coordinate delivery of relocation benefits, and complete relocation appeal forms. Residential Relocation Residential displacees will receive the assistance necessary to find replacement housing. Extra care and empathy are warranted for those relocating from their homes. HDR RES is extremely sensitive to our responsibility to help minimize the emotional pain and sense of displacement associated with leaving homes that families may have occupied for many years. Property owners will be advised early on in the relocation process to begin looking for replacement dwellings and will be provided with referrals. Occupancy beyond the 30 -day notice to vacate will be granted only for good cause. To avoid extended occupancy, HDR RES provides the highest level of assistance, including transportation to displacees, enabling them to inspect replacement properties. Any need for eviction proceedings will be addressed with the City. HDR RES will provide field supervision of all relocations, review any relocation appeals, and provide a written response to the City, if required. HDR RES will also be available to testify at relocation appeal hearings. Business Relocations Business relocation generally requires an early start and considerable planning, as there are serious implications to the timing, speed, and destination of a business move. Businesses are eligible for different types of relocation benefits. To prepare for a business move, HDR RES will work closely with the business owner to understand their operations and develop a tailored relocation plan. This information will help HDR RES analyze various strategies for each situation. Businesses may have numerous claims ranging from hiring the services of a professional planner, to reimbursement of advertising materials, replacement stationery, and other reestablishment expenses. HDR RES will make appropriate recommendations based on this analysis. Personal Property & Sign Relocations In addition to business and residential relocation, the relocations of personal property and on- premise signs may need to be relocated. In this situation, HDR RES will obtain move estimates from at least two sign moving companies to ensure fair and competitive pricing. Signboard acquisitions would be handled accordingly based on state guidelines and the Caltrans Right of Way Manual. Property Management Services: Michael Williams, HDR RES Staff, and Subconsultants Property management provides an orderly transition from property acquisition through construction and project closeout. Property management activities may include rent collection, maintenance and repairs, weed abatement, and utility service coordination. For those parcels with extended occupancy, lease agreements will be executed, rent collected, and monthly receivables and property inventory reports will be prepared. Security will also be monitored, and when appropriate, fencing and board ups will be provided to prevent trespassing and vandalism. 25F -211 Each building structure under management will require an asbestos survey and lead based paint testing, which will be performed by HDR RES' subcontractors. A remediation and removal plan, following all local, state, and federal regulations, will be prepared. Additional hazardous materials testing and removal will be performed as needed. At the appropriate time and in the appropriate manner, HDR RES will coordinate the demolition and clearance of all improvements. Typical property management services include: • Prepare and maintain property inventory report; • Prepare lease agreements and monthly rent collection and receivables aging report; • Coordinate utility service transfers, payments, and disconnections; • Inspect, monitor, and maintain secure and decent living conditions; • Monitor tenant move -out; • Fence and board up properties when vacated; • Coordinate all hazardous material testing and removal; • Coordinate demolition and clearance; and • When excess property is available, prepare marketing and disposal plan. Title & Escrow Coordination — HDR RES Staff • Request title commitments for each of the parcels identified for acquisition, showing listed exceptions and encumbrances; • Review title and prepare a report for each parcel recommending which exceptions should be retained and which cleared; and • Prepare signature ready legal documents to convey the necessary interests required from each parcel. Closing and Conveyance — HDR RES Staff • Clear any liens and encumbrances in conflict with the City's intended use of the right of way acquired to ensure certification and that there are no conflicts of ownership or use of the land required during construction; • Prepare escrow instructions and invoice for the costs associated with an escrow closing, if an escrow closing is required; and • Include in transmittal packages conveyance documents ready for the City to record and vouchers to be processed for payment. Condemnation Support Activities — Michael Williams and Senior HDR RES Staff • HDR RES will provide all necessary litigation support required by the City. HDR RES staff has the necessary experience in verifying and updating title information, furnishing and confirming the names and addresses of all parties having an interest in a property to ensure appropriate individuals are served, and completing and presenting suit information forms according to the City's preferences. We will assist the City's Counsel in attending legal proceedings, answering interrogatories and requests for production, and will seek their guidance to ensure proper suit preparation and submission. Certification — Michael Williams and Senior HDR RES Staff • Provide certification preparation, review and advisory services. Other Right of Way Support — HDR RES Staff • Assist in securing and managing construction subcontractor to perform curative work as required; and • Provide security and property management assistance, including patrolling, fencing and boarding -up of various City properties. 25F -212 - General Project Schedule r w taj m ru /uwrnVi ♦mr ; eaNt3 mr w Note: Please refer to the Exhibit section for an 11 x 17 foldout project schedule. Quality Assurance /Quality Control Processes Mr. Williams, as the RES Manager, is responsible for the overall quality assurance and quality control processes. He will ensure all milestones are met and scheduled steps are taken to follow FHWA, FTA and State guidelines. He will ensure a complete understanding of the project and the goals specific to the City, work with the City to develop a reasonable scope, budget, and schedule, and make certain that all records are kept in compliance with state and federal requirements. At HDR RES, this includes: • Ensuring a complete understanding of the project and client goals; • Ensuring that appropriate and capable staff are assigned to the project; • Developing and maintaining tracking and status documents specific to the needs of the client that meet the client's objectives; • Developing an acceptable accounting mechanism and invoice format; • Maintaining communication with the client to ensure satisfaction; • Ensuring certification of federally funded projects; and • Availability to consult with staff on complex acquisition issues. The team will meet at regular intervals to discuss overall project status, specific issues on each parcel, subconsultant deadlines and expectations, client satisfaction and each element of the quality assurance process. HDR RES agents are reminded that documentation is as important as field work and spreadsheets, diaries and written communications are kept up to date and available for clients to review in real time, at any time. By emphasizing communication, both in writing and day -to -day with our clients, we can be certain that critical path requirements are met. In addition to the QA /QC process that the team members follow, HDR RES is one of the few right of way consulting firms that have a separate CtA /QC Manager and a separate QA /QC plan. The QA /QC Manager will develop a protocol to ensure that all deliverables and processes meet HDR RES, the City, state, federal and industry standards. The QA /QC Manager will conduct an audit of files, documents and timelines to ensure quality products and appropriate levels of effort. The QA /QC Manager is a highly experienced right of way specialist who acts independently from the project delivery team to ensure independence and fairness, as well as conformance with standard HDR RES practices. The QA /QC manager is not involved in any of the team activities, or the preparation of any documents, planning or any activities, whatsoever, in order to maintain complete independence. This formal QA /QC process limits risks and ensures a uniform, high quality product and process. Process for Interaction with Internal Project Team Even though senior employees at HDR RES are qualified to maintain communications with clients and to track progress, the HDR RES manager will communicate weekly with agents in the field, and are the main point of contact - - -��- 25F -2223 � - - ---� for the client and project delivery staff. HDR RES will keep logs on a computer that the RES manager can access at any time. On projects with multiple parcels and tight schedules, the RES manager will schedule regular weekly meetings to ensure that all efforts are coordinated and to receive more thorough reports on the project's progress. Throughout the project, staff members and the RES manager will meet regularly to discuss overall project scope, progress, billings and budget. Tracking System to Monitor Project Budget and /or Scope HDR RES has developed extensive tracking systems to meet the demands of its projects and to track HDR RES' performance against the required scope of work. HDR RES' manager will work closely with the client to develop a project scope and budget. Each separate contract or task is entered into an accounting system with an identifying number and budget. If desired, the agent can fully describe in writing the work performed. At the end of each pay period, entries are converted for payroll and tracking purposes. At the end of each monthly accounting period, a full accounting by task is delivered to the City. The invoice details the hours of work by type of work performed for each task and compares the amount billed to the amount budgeted for the task. At least monthly, the RES manager uses information received from the agents and the client to develop a status report to accompany the monthly invoice. HDR RES has advanced technical capabilities that allow the company to adapt its tracking systems to the preferred systems of its clients. Tracking documents are usually updated at least weekly, even if the client only requires them once per month. Tracking documents are designed for each client. Special Issues The basis for successful right of way delivery is a thorough understanding of the project and the significant issues that may delay the project. The main problematic issues are often clouds on titles and /or the relocation of utility facilities. By reviewing title reports early on, the clearance and elimination of clouds on titles can be coordinated appropriately with the affected property owners, the contracted title company and the City's legal counsel. Although the City may have on -call utility consultants, the consultants are not typically aware of the process necessary to obtain reimbursement for utility relocation costs and the proper procedures for preparing a Report of Investigation, the Notice to Relocate, or the Utility Agreement. HDR RES staff can provide those services. Managing properties with post - closing occupancy and partial acquisitions of improved business sites with reduced parking are additional challenges. HDR RES provides recommendations and procedures leading to successful resolution of complex property management issues. HDR RES staff will attend appraisal inspections, which provides a better understanding of the challenges faced with partial acquisitions and its impacts to existing businesses. The HDR RES team has a wealth of skills, experiences, and resources to perform the right of way services necessary to address the needs and requirements for these City projects and any other assignments to assist the City in meeting its goals. Innovative Concepts and Cost Savings Ideas • Settling by way of administrative settlements is sometimes more cost effective than the time and expense involved in eminent domain litigation; and • Right of way involvement with the Project Development Team. This allows right of way input to design elements, thus reducing impacts to properties. Our technical and computer capabilities are extensive. For many projects, HDR RES project managers track the schedule and deliverables using Microsoft Project and Excel; however, HDR also offers its exclusive iREALM system. Clients can select from several standardized reporting templates or choose to have a customized format, choosing the fields they want to include in the spreadsheet. HDR RES' website also includes an internet workspace for clients. This workspace displays the status of each project and includes a list of impacted property owners and site location. Additionally, the workspace has a detailed parcel map, created by our GIS staff, that shows where each parcel is located on the project site as well as the status of the parcel and can link any pertinent documents to the parcel for easy viewing. -- 25F -224 - - -- EXHIBIT B FEE5CHEDULE 25F -225 ri � „it jAQ Acquisition, Relocation, and Property Management Services - Pee Proposal Name - - Firm - Title - Hourly Rate 2014” Michael Williams HOR- Real Estate Services Manager $161.29 Michele Chan HDR Project Manager $155.09 Ruben Duran HOR OA/QC Manager $130.80 Christine Santolucito HDR Senior Right of Way Agent $115.70 Julie Wood HOR Senior Right of Way Agent $113.77 Clara Castaneda HDR Right of Way Agent ll $84.16 Amanda Thompson HDR Right of Way Agent l $72.93`: Stephanie Tsai HDR Right of Way Agent l $71.50. Jennifer Cole MDR Right of Way Technician $80.461 Kelly Kading HDR Environmental Services $113.59 Manager Jessica Talman HDR Project Controller $78.76 Steve Williams ERM Principal Engineer, Geologist, $190.00- $280.00 & Scientist Program Director I ERM Program Director $180.00- $205.00 Senior Engineer, ERM Senior Engineer, Geologist, & $120.84- $],OS.00 Geologist, &Scientist Scientist Project Engineer, ERM i Project Engineer, Geologist,& $9500- $140A0 Geologist, & Scientist Scientist Staff Engineer, Geologist ERM Staff Engineer, Geologist& $70.00- $105.00 & Scientist Scientist Senior Technician ERM Senior Technician $70.00- $90.00 Technician ERM Technician $65.00- $85.00 Project Coordinator _ ERM Project Coordinator $45.00- $100.00 enn 7eical Directors/Technical ERM Technical Directors/ Technical $135.40 - $300,80 Specialists I Specialists Michael Lyssy Pacific Environmental President/Principal $125.00 -Coining -Certified Asbestos - Pacific Environmental Certified Asbestos Consultant $90.00 Consultant Company Certified Site Pacific Environmental Certified Site Surveillance W $8006 Surveillance Technician Company Technician CDPH Certified Project Pacific Environmental CDPH Certified Project I j Monttorand(or Company i Monitorand /or $80.00 Inspector /Assessor l inspector/Assessor Registered Geologist Pacific Environmental Registered Geologist $125.00 Company Certified Industrial Pacific Environmental Certified Industrial Hygienist $125.00 Hygienist Company Environmental5peclailst Pacific Environmental Environmental Specialist $60.00 Com an 25F -226 Name Firm - Title Hourly Rate: 2014* Clerical Pacific Environmental Clerical $35= Company Jeffrey Coss REC & S, Inc. Project Principal $115A0 Senior Pro ect Mane er REC & S, Inc. Senior Project Manager $80.00 Project Property project Property Manager /Field REC &5, Inc. Manager /Field $75.00 manager/inspector Maaa er Inspector Real Estate Support — REC &S, Inc. Real Estate Support — _ $80.00 Accounting Accountln Clerical Support REC & S, Inc. Clerical Su port $37.50 *This Cost Proposal is based on a firm fixed hourly rate which Includes direct labor, overhead rate and fixed fee. Annual escalation of a% per contract will be effective as of January 1, 2015. * Printing, phones, postage, and other direct cost will be billed at actual cost. * Mileage will be based at the federal rate. 25F -227 25F -228 AGREEMENT FOR PROVISION OF PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this 4th day of February 2014, by and between APA Engineering, Inc., a California corporation (hereinafter "Consultant ") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of right - of -way program management services. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide all labor, materials, tools, equipment, services and incidental customary work required to fully and adequately provide right -of -way program management services, as set forth in City's Request for Proposals 13 -075 — On -Call Right of Way Specialty Services, attached as Exhibit A, as more specifically described in Consultant's Proposal, attached as Exhibit A- 1. All attached Exhibits are incorporated by this reference. Consultant services shall be provided on an on -call basis at the written request of the Executive Director of Public Works, or his designee. 2. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B, attached hereto and incorporated by reference. The total sum to be expended by City under this Agreement shall not exceed $200,000.00 during the tern of this Agreement. 29M*29 b. Invoices i. Consultant shall submit a monthly invoice by the fifteenth of the month to the City for the services rendered in the prior month. ii. All invoices for work performed under this Agreement shall be submitted in a format approved by the City. Invoices shall include the following information at a minimum: (a) Consultant's invoice number (b) Beginning and ending dates for services (c) City project number and /or name (if applicable) (d) Work site address /location (if applicable) (e) Tasks or deliverables completed, and percentage ( %) of total services completed. c. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2015, unless terminated earlier in accordance with Section 14, below. The term of this Agreement may be extended by a writing executed by the City Manager and the Consultant. 9. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insured's provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 25F -230 c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Contractor shall maintain all insurance required above in fall force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. iii. Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims "), which may arise from or in any manner related (directly or indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects in workmanship and/or materials) or Consultant's presence or activities conducted performing the work (including the negligent and /or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 8. LAWS AND REGULATIONS Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the services and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising wherefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, 25F -231 pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 telefacsimile (714) 647 -6956 With courtesy copy to: Executive Director of Public Works City of Santa Ana Attn: Design Engineering 20 Civic Center Plaza (M -36) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647 -5635 To Consultant: Ali Pakzad, P.E. 9880 Irvine Center Drive Irvine, CA 92618 (949) 679 -2600 (phone) (949) 679 -2601 (fax) A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United 25F -232 States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the authorized representatives of the parties. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. The parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 25F -233 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terns of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR DAVID CAVAZOS Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney APA ENGINEERING, INC. RECOMMENDED FOR APPROVAL: EDWIN "WILLIAM" GALVEZ, P.E. ALI PAKZA'D, P.E. Interim Executive Director Principal In Charge Public Works Agency 25F -234 EXHIBIT A SCOPE OF SERVICES GENERAL REQUIREMENTS — RIGHT OF WAY SERVICES Consultants under contract with the City of Santa Ana will provide support to City of Santa Ana staff or designee on an as- needed basis. • The Consultant shall perform work to produce a high quality, professional and complete work product. • Consultant must have experience working on State and Federally funded projects. All work shall be performed in conformance with all applicable regulations, policies, procedures and standards. • Any real estate appraiser provided by Consultant must be certified and a Member of the Appraisal Institute. • All acquisition agents and property managers, performing work for the City, must hold a valid California Real Estate License. Salespersons must be registered with California Department of Real Estate (DRE), as working solely under the Consultant's supervising broker of record. • Work may include, but not be limited to, the following: onsite review of the project area; review of existing records; conducting research and performing analysis; information gathering; negotiations; development of strategies. • The Consultant shall carry out the instructions received from the City and shall cooperate with the City and other agencies. • The Consultant has full responsibility for the accuracy and completeness of the work produced. The work will be reviewed by the City for conformity with the requirements of the Agreement. Reviews by the City may NOT include a detailed review for the accuracy of items submitted. The responsibility for accuracy and completeness of such items remains solely that of Consultant. • The Consultant shall be responsible for coordination and supervision of all work performed by its sub - consultants. The Consultant shall review all work performed by its sub - consultants and the responsibility for accuracy and completeness of work performed remains solely that of Consultant. • The Consultant shall have a Quality Control Plan in effect during the entire time work is being performed under this Agreement. The Quality Control Plan shall establish a process whereby work product is independently checked, corrected and back checked. All Project related correspondence and documents shall be maintained and bound in appropriate project files. Electronic files shall conform to City's file naming system • Consultant shall diligently work on each assignment and complete each task in 25F -235 accordance with the schedule to accommodate the City's needs. • Consultant's work will be subject to inspection by City, County, State and Federal representatives. • Project files, including copies of all correspondence, reports, documents, and electronic files shall be submitted to the City as requested and electronically updated at least monthly. • All work, including reports, analysis, data, and intellectual property developed during the life of the Agreement shall become the property of the City. • The Consultant will receive written notification of the award of the contract. Upon on such notification, the Consultant will proceed with the services required by the Agreement. • The Consultant shall complete work under the direction of City staff. The Consultant will be expected to provide experienced and knowledgeable professional staff which will be responsive and maintain excellent working relationships with property owners, tenants, and City staff. The Consultant shall be committed to provide adequate staffing levels at all times in order to adhere to established schedules. The Consultant shall be knowledgeable and very familiar with federal, state and local regulations, policies and procedures as pertain to the right of way services provided. RIGHT OF WAY PROGRAM MANAGEMENT SERVICES Assist City staff to oversee all the right of way and real estate aspects of specialty areas Al thru A4. Ensure all work will be performed in accordance with the public agency's policies and procedures and federal, state and local regulations. Consultant shall assign one staff as Project Manager managing and overseeing the following tasks including, but not limited to: • Administration of all other right -of -way related consultant contracts • Establishment of right of way requirements for road widening projects • Review accuracy of Right of way mapping and legal descriptions • Review Title reports and identify pertinent information • Review and comment on real estate appraisals • Review and comment on improvements pertaining to realty, furniture, fixtures and equipment appraisals • Review and comment on loss of business goodwill appraisals • Review and comment on environmental studies • Review and comment on acquisition tasks such as offer packages • Review and comment on relocation plan and provide periodic circulation support • Monitor negotiations done by other consultants • Review relocation claim and monitor status of relocation and eviction efforts. • Prepare documentation for administrative settlements • Provide Condemnation support 25F -236 • Monitor Demolition activities • Prepare documentation for Right of way disposition • Attend neighborhood and Council meetings and present progress status reports to City staff • The Project manager overseeing the right of way management programs shall be currently and validly licensed to practice the business of Real Estate in the State of California. • The project manager shall also have full time experience conducting same work as those required by this RFP for at least the past 5 years. • Manage sales activities on City owned property including: o Set -up procedure to sell surplus property o Market for sale properties via traditional and non - traditional methods The firm must have its own office space with all equipment and supplies necessary to carry out the Right of Way Program Management Services. The Project Manager may at times need to work at the City alongside with City staff. The City will provide a work station for the Project Manager to use for no more than 20 hours a week. 25F -237 (AS) Rtphr of WAO.fwd Rtptet- ef-- Ways4saetntty 5arvtaAa y FrrAPmfn Mrsaaparnarrrt tinxvtpnn STATEMENT OF 1UN0EEiSTAhloxNax at Wop.K PLAN Project Understanding Wa understand that the City of Santa Ana in Aeaking . ooneudtant to roan.,. ail right or way and ..i astatw aspatty of right pf way .partialtX conouitantr. Th. program Managomunt .ontratt will allow the City to ciusaly odwo ar the progress or multlpia con.Ntan ;a naadnd for prdmcts that are In diffarant.tag.. of Implemmntafthn APA 1103 all the raqukad axperlenda and at(I110 to provide the program management ..wirer to, thm City and to aosaro 0 autce..rvl V MPingon of all the dghaaf -way aequishions with minimum litigation. Scope tap Work APA wih provides Ord Right- of•Way Pmgram Managamant SArvio.. a0 oodtned in thm hFP (AS) and is detailed In till. Prop ... 1. In general Itta aIDNiCCO lod"da tit. 4VereC4iny of nil iha dght•td w.' and ram Eatata ti.odr.. In .1..OAoCA 111h the City, State, and F.d.nd oy,hladone and polttia., Th. Prod.. Manager wilt ovate.. she fallowing taskv R, Amfuni,dholAdian .11 .14 Right =.p - -lyl ftdinMd C,,o.ao,, CgotrdA,a APA team will aoatat tho City In administering the Can3Vitant Comrntta for aoqulsltlon, raldw,vin't ProPAdy managnmant, appraisal, lmprovaments Portaining to o wlty (fixtures dr egnipmm"tl. gnodantl an.ly.la, d.maIld.n and any bthin "MCea roamed o.1d$tnry by tn. City, At the .rant and At the rapuatt of the City, APA will raview 011 patYtradx to Anna.- — infolao.a with City patsies anti all the apptie.bla rdduttr ..n APA will Ptapara and total, CUtrom a i4mpRhbn3W6 flu all all th....tht ta, that, wdgat.. tho 6CAp. of ..mr. and tn. Cantratt ...Iranian dates. Cantoada will no monlmtod fnpnthly and when A now nptfta .t work M Proaaad 1. Athad W Ill. City. town.. wilt ba Poviawod far ... ol r and will be �ari iod with tee pro,... ha, that padutl and .0, aonn.tt and when Yorltiad, will on folwardrd to it. City amt"" Manager for P.,t osing. APR Wlil dingantly reviaw and morator mnsUlodua roqu.st5 fnt additional At. when alb ht'rot and will arrNSa itte City of the validity of the mgeoat rout provldo 0 plan of action, R. Ss bdlsfinroof -4`10011 -01~Way Regifim roofs gorft..d Widshdav PrwJact. APA will pmAdo %asNtanto to tho City rot all phatAS of atr.ot widaolno pr jeot. Wo byHtrn, tho key to a Ano,tosfal proj.at is to haw. all tn. Isar. Id.rOIRAd anti altdrnAtivau analysed at the anon, of any Mad Widening brp met ra YhatoM It IV important W involve them sawtcas of Hgllt of way t trotltant Or tho Ontapivaf lovat At the prjaot if .o.aibla to rn.uro a rmrd.lic Coat and budg-t Phodiag aonicma .r. an. a lay totter in preparing budg0ta for the PP jm.l- APA will movlavt rho prapoiod rood widon(ng prpjoeta with the Chy6 pr: Jett manager and will oleo . roviaw all 'a'doant drawonon. t).aam.m. indiCH.g not flat 11mltod tai gnyir.Rm¢nkni draPantr, maelrr ptnn., iocm. SIAte and fadaral 'hw.Unaa rntt '.11.1,0 and "M .dot. the City of any i.oAt Mdng tn. pe'Alnat sad will pno4d. eaiadon3. C. R.W.WAararaAY.}'RLxptrt- .f -WU,y NhsWplag onto 4aga21�uso.?p @t.os APA will owi.w that fight -of -Way maps, acAloontt, dard3, [ampataN enn.hPCtlgn Aa..,wot3 and any odt.o rat3trd rlh Uoh ante ragpnabod by the City far AGCUPAty. beChmente WIII bA -w4.wad by APA P.Jw t Manager .. wail as liPanaad Allay.. €o, glrteity, ao 11.11 APA will loview and dAd* ctenmemi on edi tonal dnsrdptlon., I.ohding on, nor lim4end to .a.awx!nta, pannansnt "Cohan tom temporary ea alhAnt% tampomty Iand.0000 Aaarm.hm teansfa, flood. end dadlaadno., 25F -238 Orr -Celt Nftrht- nl -NtaY Speetnity san'tcas (A5) tttghf of iNµy PraArnrn Menva matt, se—bas M Review Title Repasts and ider#ify Pea titraxft let. bed .tiam Title rapoffs nee legal d..rhanls'.',deu by Ifile r. mpanlas any Ume mete'. If transaction of feat property betwaan M1Wa pmrtles. it Is a.potwly importoltt far the City to request tae Importe far all right -ef -way, eCept alil,ne, ca file City's pPlicy I in aa'hire proportfaa thmt bnvo ^clean flue %Airy late, or bhelhubment. an the title at lbe property wSl be Identified by the Title Cnmpany at ten Bma the report Is prepared. The report fs typically I..ev teed by ih. Title Company far a belied of 30 to eS flays. It title mport R airier than Ilb f, u ... fly an update 1. needed to ensure theta hay, not inwe any, den" S to the title. Title reports. will alga sfiaw the hapald taxed, heartgaga1 and if thane are arty bthor dolts that Out a burden an mm VU.. Sonnulle s, other documents are neteded which are mftranead in the thin report APR will tw4t the Gty, in reviewing end inte"beclng all einanee" a title raporta. P. Review and Comnteat pa Improvements Pertalnirep to Realty. 1WM& Appraisals in addition to Real Bahtte apprehe a, the improvements that are within a property —t et be appraised ax it is raqufre l to be incNdxd In the Whe I....1. fo the potential ht aul, Theaa fmpYO en6 a caperf beeflum, the um, and W,."hhere or FFF'. In.. bl referred I. any ImpYavem4ni5 that are nn.dhatl fa khe'mt e>ty and P8not be movad. Appraltom who n exports to aPieebe the FFE ate eftun hot the tries that aPPhei . the Real rrperty. Although a separate rap rc. is peopamd by tie me xu'mI ' it is rnportant to coordinate the Real F,, a h' appreisni wtth FFE to n ehe .ur. mare's no deplicotion and all the Rama are accounted for. APA will mWew and comment an the lb,hufbkenaaa of tea te'.h end aJ.. noerdin.0— with the Real V..mb, appraisal report. 61 Review and Ccemen meet art Foes of Cue.daviif Approfs<ile Some reel eatata aaquiafuons require the acquisition of busleweb, a, wall if the business cannot aparexm after the p fact in mplatad. Theaa v.'eff, happant When fufl bee. nr the'na'tety edo mth. all the',ve.g aY Will lmpaet tho building in a such away an. buen —e no Yaeger be ,uhya' in tease veee .A an :rppfai5al of the V.In. .fine bushes, to required I. detannino if them era tlomagea . flea hashers owner and the ..tent er It. The— wl.n nppu bsara wlli Pfel.w the business financials at soeaml yat. he de ,enlee. the adlo.g lelua and teen Pxep.re the values after the pr jact and prapnea mp.rtx rot the W.I.Inion. APA will mAaw Oh, repot . and prx>vid. moments to the Clty as to the aocem y and .—Intent. of the ml.11. APA will N. anti ne, W other viable hah,uabW a to a complete loss of buslrves when suggested by the appmtser. N. Review rand Curn ledn" an Faaelf ae bmetnt Stedioar Lund mud Aet,eatms All pr ,acts reghle preparaiian of he onW nh..ut.l stutly antl report. All Praj.ets In Califemla requifa C.Q. and federally funded prajoct regvire NEPA in addition In CEQA. Proporty acquunhe, end right - of -waq is a .talc -al efatn.hl' of an W VnI' —a'd l repnrt. In federally funded "W."' ao nleun e, the, ho'nber tlf ecgUiaititlna will afu et file la-d of ilia environmental rapart pfaPared and file amount ef public revive, mqurmd. APA e,e . rmerew and j Pepe 110 25F -239 V. -Celt h;yht.oM1wtty specralwyerabea, CAS) ri eat ay le rl,reu -on, raarrap —wall sarvt,as advise the City as to this Pasha and will propose alternatives. In Addition to the CEQA eat NEPA, property .cquisigons [aphis. a nvl,mak ntaa site asbsamant of the pi 'wo, to identify any poiantal hazardous materials on -site that .will affect the propnruy vain.. APA will ro and Comment on the site ass came or far '[apostles us"On, apprabre rcparts and will mhasa the City If further aasa6wnanes arc mr,"lred. Yadand projects require A Phase 11 rn addldon to phase I. 1. ffutrtan, bard Comment ore Aor,misitlorr 3'oshs such as Off e, pc kdo,, ea 6ffa, psek l'.a ere the argot cochlear'. seat to prppe6y awners tdr the purpoa , of pvrchwing the 1.1.1mcl d1h, of -way for a proposed public p jaCt Offer packages must Include calmon harass ralsomel by raw and In ordeal wit, the City's parch.. at anal conbect. An important Plant In the all., packao. IA the Apladlel Summary. The appraisal summary is prepared by the appraiser and provided to thu City In digital faunal, to be inciauf.d in the offer mckega, The offer amount Is the appraised value Including any compenrdon far rriec N Appllcatals. APA wig ,.V,a Al nU., pa.ka,aw on enable the rearm 4y of the document and Inclusion of all pertinent Other critical acqutalnon tack item is the diary for each parcel. The acquisition agent must keep a tilery of all vspandance with the property events. The diary must aecumtaly reflect all the communication bhi -aan the agent and the property Orville. APA will alas manlier the progress of the acquisition otovieas e,mancrad by the conspiranK. J„ faevlevr true Coatmont nit Rota<attbu Pico, urrd Pt'otridu lase tadtc Cirrutatleu Support Relocation Plan is an Important dirtament prepared early in the process which this the basis for the relocation needs of properties as a x.oil of i.phrone gne, of a public -arks projact, Relocation plan must inched. a. got of erotical locals es required by few. Pomona, loor—low of oatmeal ralocats , a k,,cd"k,b of the 'o jrct ludeding pertinent map, "W.,t tahedulo lad timelines, tho total roAreacd value of displaces. Other items are the valemility of buddlumai ban.,.. . s, estimated relocation coat, eviction polklat,, grievances and the appeal procssc This plan most be ed.plmi by the City C..bcll after review and approval by City staff. APA Will allow die [.location Plan far..moat,, and marital, the progress of relocation arhare by mach conau @ant. APA will prepare o monthly report of all relocation cases from all the c ... aitam, and compile all In on. a'loodn, far City K Mori tav Negotibtibake baron by Cither Cbarsuli aorta As the Program Manager for coo city's right -o4 -way s names, APA'. n Ott important role is toe o the ruultamt work are per the contract's work And schedule and the prog{zsa to made to Achieve file goal to the pr 1ert. Acquisition c - aftants a responsible far negadadrg a mocessful sedtament with property o program ...agar will nerse, and monitor the nagotteuon orm"a vary clusrly and identify milestones for critical dates. Any delay with respect to those will be discussed with the comolorm and "It be brought to the ciwa let —Alan. Progress mr ane will be prepared and newrllad to the tray for rave.— and ;clan of action will be discussed. L, Review Roblawfloa C &rim arrd Monitor Status of Relacatlon had Orrt"ball e'ffor&s Raluaadon lasm.faces [moat work closely verb'mpdo itian.gams I. ormor, a emoolh transition for tenants when pre'red.s ra, arqulred by the Clap, APA -111 revlow and closely meaner these mi om and wail alert the City of or, poYanryal eviction leaded. All claims will be reviewed try APA far r-rumcy and campllanttt -11. [.,Malian., Cam, terms wlff be reviewed for n llosmery poor to mhmioa rt Page 1 11 25F -240 fv!♦ on -Call Right -of -way Sparta[¢, Sarvteas Met Rtyhf of t/Vnylarngryrrex Man ......I.sa'alnes th, rr any halldu4aylat arsv.e t, IttaaR. »rs value, documents y nags hea when the dty 8t ttema y owners reach a battlement whteh is velne, deo.t. . b rdyle eed an r8tp,o il by the O . P.4 1Y In the best In4:rkSl tlt tt16 a vincumervts [a be mv(evfUQ and aryprwmd by the Cltyti prgjpc4 ntanaflar. N, penvtd'e Cand.unnutlon Support "A voit P.1de 9a.pport to the C,, In anHCip3tion of condomnatten of p—,tu .. and during the protalt,". a4 o"Idnes by the Cal s Paoj.ot fnanagor and City Attorney's oYflcc. All will ..ad In preparfng tba resdludan of n,4" rebuii'ed notices qn intent end review atl the d ... a,on a APA'. r.J.1 Manager ruse IrtGmMnly Involved in engtdin.o., the peb ed, art laddan of .., eleatnie, rytofacSa wiub ou, Cµy Attomeya am'. a. beget, City Eng9noar. During the litigation, Ms. Amlrani was the City's "Fat" ate ompanled the City Abonas, M def.ading atxf ativaeedng tb. 11 -0-1 she has Igoe Ihmulh many deposit.. as the parson mast kn.Wl.d,..bl. whit the. project and had appeared lu [Dodo as .11. a, Monitgr fiemattttan AetlaWl s APA end assist the City in obuddle, bads fine hro." ath of the betiding, and stuu,ba.s after oced,notha, of 't'n-ohne end rabcadta`, srnpn of the dema belle along whh lonal.i. whi be ravtey ad and discussed with In. Chy to ee sure do mplwaos watt, Ill. —tall —nodule. A list of pmppmrtios along with schedule of acyufsltlan, mbcedtettend d ubtfld.. if appifrable will be prepared in ortler to n.ure Car.', se nptedon. APA will monitor, uBht, di e.u. —aloe, molar removal, mtb.stas and load tasting for all schad tktl dam.11tom, P. Prager¢ gdt:uanantatian for plahe ee f Way Alsp atiplan After eant'Un e, erf th..0 —t widening Projects, often POntens of the actiWred property will remaM which l4 not t eve he's enough to b. dlap.d and if it tedulles In the hued. owb.,st a, wail cause It Daiwa,. or a maintenance burden. Thaw Iuntmuh parcels muse be Identlfaed and of ...ell of in ergs An reduce the Coyer aahilhy. SomBthaes thee. remnant parcels have veto. out, fo he, adjacent property ownen APA will prepmrm a list to Identify these pereEis and pulTo a a plan to disposes of these parcels as eeavWmtcallY as pwvible. If It b d.tcrmbtad that they have any valuers, they wilt am af: amned and offered to adjacent owners Q. A2tn »d Ma ;paxharhnod Dud Cqunctl Menthays and Pe astaart Progress Status Rnpbrb, to clty staff APA will attend noMidenrhood a, City Council v etltings when nad.1—d by the Ctty'a PfoJaa Maoa4me', APA will prepare progrw.. u,ne. a. nft.n as ne"'Wed by the City and make presedun.da to City staff. pubik oubeaeh end CpenlaunhY invoivamant is a critical asPedt of a successful fatrjase, Ms. A nera tl as a retema City of Sertu Ana annPlOY00 wars ineelmd In numa'oua community and Council meetings prusangng pubfic Works pee acts .nd battening their buy -in. She bas a vest knowledge of the naighborhootPS nerds and their Issues regarding street Widening projec€b and will ensure community support for tam pr j..m R. Muffing. SRt.s Aetlotelas on 4^71y tYnr»ed propdrttes Daring the p.st aevausl years, the Clty has aceumulatad a number .af ,.huuu t plerals ere u rasuft of full _,ulehlgn of prcrpaeties des—OW for the widening of the artedat street, After completwn of the urolECta, the ramaander patceb harem. a tAdua Istant Iota and art all, b]. tar dmvmiopmant Theses he. aces. as—ts that meld poleatieih ganemte miate n, of deah M to the Clays Capital tmprovemeank Pmgmm and be used for widening proja tz APA will Sat uP procaduua to best market and soh theses surPiva AroPenie5, In setting up the procetluros APA Wial w. the rune¢" source¢ taree were used to purchase the properhes fat any it ... hand. r,h. re -use of oho tats and ran ob with all iaty departmante bavEnp judsdCCdon In the d¢vaaorymenk or the paarela 25F -241 ."Calf FYlpbbn6WOy spoclafty. sotvYeam CAS) Mel" of We, prapmm famrnyemant Survfcan AVA will prop.— kFV for merkeelo, these Ipts to potohtial Cev¢lopers that am ttual6flotl to purchase the leis at a.imum Price and tlevalory the surplus fats whh riewity projects. Salo of [Fria 1P." will oot aniy geeamto mvemie for City% shat Wtdening and clo, bat Will preerte qunlhe develPpmonc In piece Pt vacant tots Which le torn will generate tax re at for the Chy. In addition to the BPP. APA wilt a Imo other avenues to rep the aurpiv: ptepeRlpR So,. tl4Unt Iota romht be .",ad to aQjetero p.,aKy o S to laded. In their property for potengal 6+tppnalon of theft property, Other avenues Will be mmrketimi the lots oh the open market only if 'I'. CSty gnidallna Will permit three tmolartimo, Project: Schedule We a ml aad to meeting the citys schedule. We behove that the Program Manager will he mataroo 20 beurvs Rarowsak, but We era Willie, to Work addltiah.l hours as necessary to provide od.em.l. cervtaos to the chy. PW,eI 25F -242 of Wef enev no 'on "yowl"#, Service" {AS}hlght of LNnY l +roptr'arn Mmxnrdemaret SarvIexs _ APPROACH 113L METHODOLOGY DOLOGY .. Our pdmery approach is to aarv. as A dimct extension (ka. sarrogttn, staff) of the City of Santa Ana Publle Worka forioll ammo <CTW staff. Our approach is b.xod o atmng c mama., to mtal qum0ty n 4 od follw fraven path of work .lamens and task. m manna, A stcamofe, p j.ct. Wodtng mwith a the City Project ManaBar, APA'. Project Managmn M% Such Amlrani PE, Broken, will food ttto project teem Work Hratalfdown structures At ohm o ..t of this project. the project Man»U.r will ma with team member, to review the r"'Aremmtasl propon, a Work Breakdown amount. MM and note. team oneinmdm. mr maximum efficiency of notoor`Ca1. The detailed Was will tcats the loop. of work. nsnal.tw and technicai regaeiramen ;s to all proJ.et pxadciponp. The WBS brae, kkentfy the Fmcm6ura and tachokol r umm nlunta that a a. t. be (stowed In tlevaloping dnlivarnhlei The Was ales. tlescrlbes tine maponalbithim. of each pat"clpant in the P Ject. A "tax., Projact Sch".1. will be pt'apaowl following the Was showing the rmlatinnship be.... tack" n d mr, .*.,c date and d.Imk n for each lorm. Ihfa .lxd.kk will serve a, the guide he candatfle, and om.a dnp the progress of the work, *no to mulme projeCtn m ra compimted on times end within had,m, To au.— accurate menitaring and nocking of documents, ravislons and prrrtxk , A document hacking and Contort .wtaxa twill im tlavatapetl. Qunilty[}neva to— mn. . nt 4NLM1Le..., To facWhmo tba r.wi.w and aPpmv.l V —. rrxt, wa will work closely with the key indivldu.ls of the Qty who o euinow1bla for the revl.w of ,pacific alamrtnts of the ...Jet and viii submit drat to lx oP S1gMYfc.n[ work im- behara the milestone submlttat dates. This will We us a clear undel'.sumaling of what the review.(, ."pace and they will h— a prmvlaw of -11.1 v10 be submitted before the .cunt sumarcer is mad., nom past a.,wowl.. wulkinq on ptmjaets with cite. h.. torten he the ko,oar9hce of m.1omh ing ae cu mm ult. and clerelfad mdng minartas, deaclon tags, and action item alt. during the plukoct develapmant pomme, Quality Assur.EtncelQuallity Control APA lecognf . host a tax,.. Yul Nr Jeu[ must wart with a ,l-a pr Jecn orutrastanding antl Yvaeswl —hrle of the qty's xtendefdz and ra..iramantc. Cmelfu, cnnGOl Ia anumiMeo within o mpiayeas sad xa mast effactil. Whce 11.ct4.d continnousiy throughout Ill. darigry and l o elor t on groom , This t, a eham ,radaUC that J. valued and rmwroled within our team and will pmvadm the City with a properly designed end conatumorl prolate float we ."Fact to exceed its 101ui —d sorvtem Vol, During tha dosign process, APA has a time miser, and'n"wo Qualfty Cont[ol No. tQr"m that h ..art fear avafy cosign project. Tho QCP d.,c[imn, the P1 j.ct quality trace," that ,hail be followed during the dmvatopownt of the desm" do,toncl ts, and other project MWIW flbtks. ACA will p[aPare and submit Yo the city a w," whom 30 calendar days ot'notic. to Vfncaad. Yea Ql:n mush., ha ganaraY, i,, .s fofloxvs. 25F -243 On -call ntyl.f,.r Wey Spacfai, 5ervlcea 6kal ofght of w Y Ara'rbnx Muuugornant Se"{[ws VrOJact Concept Reelsea ROVlaws the basic nakeph, for fenlbliity and canformonce tO the p ns[cdbau, - Evjuatas anginearing ddcksans based on coat, sonstructablilty, and risk mehageneset. 01—If ilhe Revlaw: Verifies the work ror oath or the technlcvl NxciNiinas Including son..Wole . Each spbnsnshl #and di-1,11— he. echo kint m —Inw each vuboa t.l to ensue technicni accvraGy and he conflicts with the cml design and other discipVnea GMPIII sjCAO Standon s forAfe : Verlfres that drawings meat grophic and/or CAD stunderds for each p.Ja.t including cater, WbI01n, Ia., at" , and 1.1, Phalact Mahagar Rovlew: Conftrms that pr ject dailvarables canfomr to the scope of rark and that dae.00al s su.. led ey otlham (l.o., client sell— lelteom ateq atv property incorpookled, + 111 -house CnnFimctaPllk, Rae1 Cll.ot Cnmment Revieev: assures 111.1 loan c ants lose lane. addressed. We will .101st use he standesd Comment latter response or use one Provided by the cfty, CoaMia Akhl tosel— Meeting: Coordinatu ell a eYk of the GiSCiplin¢s. • QA Qc nk.nw indapandent —h—'. vartry the ao."va". completenaxs„ end cvaMtitatlon of dre n,ai., ap9c(FI <a[larwti, and oest sialmaWe for all tleSlgn dkntpllnes. Cask Control We era abl. to contingally avalost. a profacPS pOgramlcost coordination through ail praja<t phases to enable informed nod thaely Nedsfan- making by her dents end the ends project team. Cost cahl,.t tncfiniques Include pragmm budget analysis, value anglnearing, life -eyo. cost aromyal. and quantity -hesod aahaose ng. We ho, on an open -H.ok, tneius(vw pmcnsa [hat tlamnnstmfna Ww < nd 1- -itts of voryi.4 .'no . This Hudgne t4o"Inaltlen peacoas starts in the sarlias[ 5[4469 of the ahpjset when design and angiolonh g walnYatlyos hove the Orealaat ponalooi impact on to,fm Oor pr Joct uhh's analyse Gfent goal. tachnicaf req inshu nls, au. n iu. n ba0ding cal—opt. c mUaedoh casts mud tong -toms apanni..nl casts t. deli.. d.a optirnuen acoPe within the booklet ensuring lahg'ta hn tleaibitity old valu6. Schedule Control The key m effa ana, ochadule eonerat Is tom ach of pmgmss and < mpam it to planned progress on a th e' end a.gulnr basis and m Coker ." act(va actlon i radietaly. We proVase 1. ah"U meat aach major task as Identllted in the Master Pr jest Schedule with b Supplameniwl achaduia to keep careful track of where each Individual c mponant stand. The, will Implava your Prja<t m ..gar's reporting, help Ideotify 'heblams Van moy '..s' fl'am delays, and onions aft rd the opportunity for onluying the xfYUtlWe, —he" d...d neCea9ary. As a re.olt yen, proJ@<M are camp,led an SCM1OdUIm. 25F -244 EXHIBIT B FEESCHEDULE Valid until July 1, 2016 CIVIL ENGINEERING SERVICES $175.00 President/Principal -In- Charge 155.00 ProjectMenager 145.00 Senior Project Engineer 135,00 Project Engineer 115.00 Design Engineen'Right-of-Engineer 105C0AutoCAO Designer 75,00 Technician 65.00 Clericat/Datat Management/Scheduling FIELD SURVEY $126.00 Director of Surveying 225.00 Two Person Crew 85.00 Survey Technician PROJECT MANAGEMENT AND INSPECTION SERVICES $145.00 Construction Manager/Contract Administrator 115.00 Construction Management Assistance 95.00 Construction Inspector- Federally Funded Projects 90.00 Construction Inspector- Locally Funded Projects MISCELLANEOUS The following items will be billed at actual cost plus 15% mark up + Map check fees, permits or filing fees advanced by APA + Commercial delivery services including Federal Express, Express Mail and Messenger Services. (In-house delivery services will be billed at $0.60 per mile plus labor hours,) + Driving Time One Way 4 Blueprint services and printing + Graphic Services lllne.CRIAMI.. 92618. Tot (849)6?V,2600, Fax: (9491679-ffi01.w ,APAungcmn 25F-245 25F -246