14-151 Valbridge Property Advisors Hulberg & Associates for the apprasal of real property p
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AGREEMENT BETWEEN THE CITY OF CUPERTINO AND
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VALBRIDGE PROPERTY ADVISORS HULBERG & ASSOCIATES FOR
CONSULTANT SERVICES FOR THE APPRAISAL OF REAL PROPERTY
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THIS AGREEMENT, for reference dated August 6, 2014, is by and
between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to x
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as "City"), and Valbridge Property Advisors Hulberg& Associates, whose
physical address is 1 North Market Street, San Jose, CA 95113-1207, (hereinafter
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referred to as "Consultant"), and is made with reference to the following:
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RECITALS:
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A. City is a municipal corporation duly organized and validly existing
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under the laws of the State of California.with the power to carry on its business
as it is now being conducted under the Coristitution and the statutes of the State
of California and the Cupertino Municipal Code.
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B. Consultant is specially trained, experienced and competent to
perform the special services which will be required by this Agreement; and
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C. Consultant possesses the skill, experience, ability,background,
certification and knowledge to provide the- services described in this Agreement f
on the terms and conditions described herein.
D. City and Consultant desire to enter into an agreement for
upon the terms and conditions herein.
NOW, THEREFORE, it is mutually agreed by and between the
undersigned parties as follows:
1. TERM:
The term of this Agreement shall commence on August 6, 2014, and shall
terminate on December 31, 2014, unless terminated earlier as set forth herein. s
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2. SERVICES TO BE PERFORMED:
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Consultant shall develop an appraisal report concerning real properties as
identified by the City ("Subject Properties"). The appraisal report shall contain
an analysis of the market value impact, if tiny, the proposed Parkside Trail
project may hav e on the properties. The legal property rights appraised will be
the fee simple estate for the Subject Properties. The property will be valued as of
the current date. '
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3. COMPENSATION TO CONSULTANT:
Consultant shall be compensated for services performed pursuant to this
Agreement in an amount not to exceed $15,000.00 without prior written consent
from City. Consultant's hourly rates are as follows:
Yvonne J. Broszus, MAI $415.00
Nick Cadigan, Appraiser $315.00
Appraisal Analysts $ 190.00
4. TIME IS OF THE ESSENCE:
Consultant and City agree that time is of the essence regarding the
performance of this Agreement.
It is further agreed that in case the work called for under the Agreement is
not finished and completed in all parts and requirements within the time
specified, the City shall have the right to extend the time for completion or not,
as may seem best to serve the interest of the City; and if it decides to extend the
time limit for the completion of the Agreement, it shall further have the right to
charge the Consultant, his or her heirs, assigns, or sureties, and to deduct from
the final payment for the work, all or any part, as it may deem proper, of the
actual costs and overhead expenses which are directly chargeable to the
Agreement, and which accrue during the period of such extensions.
5. STANDARD OF CARE:
Consultant agrees to perform all services hereunder in a manner
commensurate with the prevailing standards of like professionals in the San
Francisco Bay Area and agrees that all services shall be performed by qualified
and experienced personnel who are not employed by the City nor have any
contractual relationship with City.
6. INDEPENDENT PARTIES:
City and Consultant intend that the relationship between them created by
this Agreement is that of employer-independent contractor. The manner and
means of conducting the work are under the control of Consultant, except to the
extent they are limited by statute, rule or regulation and the express terms of this
Agreement. No civil service status or other right of employment will be acquired
by virtue of Consultant's services. None of the benefits provided by City to its
employees, including but not limited to, unemployment insurance, workers'
compensation plans, vacation and sick leave are available from City to
Consultant, its employees or agents. Deductions shall not be made for any state
or federal taxes, FICA payments, PERS payments, or other purposes normally
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associated with an employer-employee relationship from any fees due
Consultant. Payments of the above items, if required, are the responsibility of
Consultant.
7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Consultant assumes any and all responsibility for verifying the identity
and employment authorization of all of his/her employees performing work
hereunder, pursuant to all applicable IRCA.or other federal, or state rules and j
regulations. Consultant shall indemnify and hold City harmless from and
against any loss, damage, liability, costs or expenses arising from any
noncompliance of this provision by Consultant. Y
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S. NON-DISCRIMINATION:
Consistent with City's policy that harassment and discrimination are
unacceptable employer/employee conduct, Consultant agrees that harassment or
discrimination directed toward a job applicant, a City employee, or a citizen by
Consultant or Consultant's employee or subcontractor on the basis of race,
religious creed, color, national origin, ancestry, handicap, disability, marital
status, pregnancy, sex, age, or sexual orientation will not be tolerated.
Consultant agrees that any and all violations of this provision shall constitute a
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material breach of this Agreement.
9. HOLD HARMLESS: `
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Indemnification:
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Consultant shall, to the fullest extent allowed by law, with respect to all
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services performed in connection with the Agreement, indemnify, defend, and
hold harmless the City and its officers, officials, agents, employees and k
volunteers from and against any and all liability, claims, actions, causes of action
or demands whatsoever against any of them, including any injury to or death of
any person or damage to property or other liability of any nature, whether
physical, emotional, consequential or otherwise, arising out, pertaining to, or
related to the performance of this Agreement by Consultant or Consultant's E
employees, officers, officials, agents or independent contractors. Such costs and '
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expenses shall include reasonable attorneys' fees of counsel of City's choice,
expert fees and all other costs and fees of litigation.
10. CONFLICT OF INTEREST:
Consultant warrants that it is not a conflict of interest for Consultant to
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perform the services required by this Agreement. Consultant may be required to
fill out a conflict of interest form if the services provided under this Agreement
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require Consultant to make certain governmental decisions or serve in a staff
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capacity as defined in Title 2,Division 6, section 18700 of the California Code of
Regulations.
11. PROHIBITION AGAINST TRA14SFERS:
Consultant shall not assign, sublease, hypothecate, or transfer this
Agreement, or any interest therein, directly or indirectly,by operation of law or
otherwise, without prior written consent of City. Any attempt to do so without
said consent shall be null and void, and miy assignee, sub lessee, hypothecate or
transferee shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer. However, claims for money by
Consultant from City under this Agreement may be assigned to a bank, trust
company or other financial institution without prior written consent. Written
notice of such assignment shall be promptly furnished to City by Consultant.
The sale, assignment, transfer or other disposition of any of the issued and
outstanding capital stock of Consultant, or of the interest of any general partner
or joint venturer or syndicate member or cotenant, if Consultant is a partnership
or joint venture or syndicate or co tenancy, which shall result in changing the
control of Consultant, shall be construed as an assignment of this Agreement.
Control means fifty percent (50%) or more of the voting power of the
corporation.
12. SUBCONTRACTOR APPROVAL:
Unless prior written consent from City is obtained, only those people and
subcontractors whose names and resumes are attached to this Agreement shall
be used in the performance of this Agreement.
In the event that Consultant employs subcontractors, such subcontractors
shall be required to furnish proof of workers' compensation insurance and shall
also be required to carry general, automobile and professional liability insurance
in reasonable conformity to the insurance carried by Consultant. In addition,
any work or services subcontracted hereunder shall be subject to each provision
of this Agreement.
13. PERMITS AND LICENSES:
Consultant, at his/her sole expense, shall obtain and maintain during the
term.of this Agreement, all appropriate ;permits, certificates and licenses
including, but not limited to, a City Business License, that may be required in
connection with the performance of services hereunder.
14. REPORTS:
A. Each and every report, draft, work product, map, record and other
document, hereinafter collectively referred to as "Report", reproduced, prepared
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or caused to be prepared by Consultant pursuant to or in connection with this
Agreement, shall be the exclusive property of City. Consultant shall not
copyright any Report required by this Agreement and shall execute appropriate
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documents to assign to City the copyright to Reports created pursuant to this ,
Agreement. Any Report, information and data acquired or required by this �
Agreement shall become the property of City, and all publication rights are
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reserved to City. Consultant may retain a copy of any report furnished to the
City pursuant to this Agreement.
B. All Reports prepared by Consultant may be used by City in g
execution or implementation of:
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(1) The original Project for which Consultant was hired;
(2) Completion of the original Project by others;
(3) Subsequent additions to the original project; and/or
(4) Other City projects as appropriate.
C. Consultant shall, at such time and in such form as City may
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require, furnish reports concerning the status of services required under this s
Agreement.
D. All Reports required to be provided by this Agreement shall be
printed on recycled paper. All Reports shall be copied on both sides of the paper
except for one original, which shall be single sided.
E. No Report, information or other data given to or prepared or
assembled by Consultant pursuant to this Agreement shall be made available to a
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any individual or organization by Consultant without prior approval by City.
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15. RECORDS:
Consultant shall maintain complete and accurate records with respect to
sales, costs, expenses, receipts and other such information required by City that i
relate to the performance of services under: this Agreement.
Consultant shall maintain adequate records of services provided in
sufficient detail to permit an evaluation of services. All such records shall be
maintained in accordance with generally accepted accounting principles and
shall be clearly identified and readily accessible. Consultant shall provide free
access to such books and records to the representatives of City or its designees at
all proper times, and gives City the right to examine and audit same, and to
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make transcripts therefrom as necessary, and to allow inspection of all work,
data, documents, proceedings and activities related to this Agreement. Such
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records, together with supporting documents, shall be kept separate from other
documents and records and shall be maintained for a period of three (3) years '
after receipt of final payment.
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If supplemental examination or audit of the records is necessary due to
concerns raised by City's preliminary exanrnination or audit of records, and the
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City's supplemental examination or audit of the records discloses a failure to
adhere to appropriate internal financial controls, or other breach of contract or
failure to act in good faith, then Consultant shall reimburse City for all
reasonable costs and expenses associated with the supplemental examination or
audit.
16. NOTICES:
All notices, demands, requests or approvals to be given under this
Agreement shall be given in writing and conclusively shall be deemed served
when delivered personally or on the second business day after the deposit
thereof in the United States Mail, postage!prepaid, registered or certified,
addressed as hereinafter
provided.
All notices, demands, requests, or approvals from Consultant to City shall
be addressed to City at:
City of Cupertino
10300 Torre Ave.
Cupertino CA 95014
Attention: Carol Korade
All notices, demands, requests, or approvals from City to Consultant shall
be addressed to Consultant at:
Valbridge Property Advisors I Hulberg & Associates, Inc.
Attn: Yvonne Broszus
1 North Market Street
San Jose, CA 95113-1207
17. TERMINATION:
Iii the event Consultant fails or refuses to perform any of the provisions
hereof at the time and in the manner required hereunder, Consultant shall be
deemed in default in the performance of this Agreement. If such default is not
cured within the time specified after receipt by Consultant from City of written
notice of default, specifying the nature o1=such default and the steps necessary to
cure such default, City may terminate the Agreement forthwith by giving to the
Consultant written notice thereof.
City shall have the option, at its sole discretion and without cause, of
terminating this Agreement by giving seven (7) days' prior written notice to
Consultant as provided herein. Upon termination of this Agreement, each party
shall pay to the other party that portion of compensation specified in this
Agreement that is earned and unpaid pr-ior to the effective date of termination.
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1.8. COMPLIANCES:
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Consultant shall comply with all state or federal laws and all ordinances,
rules and regulations enacted or issued by City.
19. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of
the State of California excepting any choice of law rules which may direct the
application of laws of another jurisdiction. The Agreement and obligations of the
parties are subject to all valid laws, orders, rules, and regulations of the {
authorities having jurisdiction over this Agreement(or the successors of those
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authorities.)
Any suits brought pursuant to this Agreement shall be filed with the
courts of the County of Santa Clara, State of California.
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20. ADVERTISEMENT:
Consultant shall not post, exhibit, display or allover to be posted, exhibited,
displayed any signs, advertising, show bills, lithographs, posters or cards of any
kind pertaining to the services performed tinder this Agreement unless prior
written approval has been secured from City to do otherwise. �
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21. WAIVER:
A waiver by City of any breach of any term, covenant, or condition
contained herein shall not be deemed to be a waiver of any subsequent breach of
the same or any other term, covenant, or condition contained herein, whether of
the same or a different character.
22. INTEGRATED CONTRACT:
This Agreement represents the full and complete understanding of every
kind or nature whatsoever between the parties hereto, and all preliminary
negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions
hereof. Any modification of this Agreement will be effective only by written
execution signed by both City and Consultant. j
22. INSERTED PROVISIONS:
Each provision and clause required by law to be inserted into the
Agreement shall be deemed to be enacted herein, and the Agreement shall be
read and enforced as though each were included herein. If through mistake or
other-,vise, any such provision. is not inserted or is not correctly inserted, the
Agreement shall be amended to make such insertion on application by either
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party.
23. CAPTIONS:
The captions in this Agreement are for convenience only, are not a part of
the Agreement and in no way affect, limit or amplify the terms or provisions of
this Agreement.
IN WITNESS WHEREOF, the parties have caused the Agreement to be
executed.
CONSULTANT (--'ITY OF CUPERTINO
,, A Municipal Corporation
lbfld e roperties
Hulberg & Associates
By VV c'h/1 4- J-, ?f"*v y
Title .r'e e- Title: City me
Date / h//�� Date
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