HomeMy WebLinkAboutC-3090(C) - Harbor Island, 829 - PSA for Property Appraisal for 829 Harbor Island DrivePROFESSIONAL SERVICES AGREEMENT
tiu WITH CONTINENTAL REALTY ADVISORS FOR
PROPERTY APPRAISAL FOR 829 HARBOR ISLAND DRIVE
THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement ") is made and
entered into as of this 27th day of June, 2413 ( "Effective Date "), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city
( "City'), and CONTINENTAL REALTY ADVISORS, a California partnership
( "Consultant "), whose address is 6 Venture, Suite 275, Irvine, California 92618, and is
made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to conduct a property appraisal for 829 Harbor
Island Drive for market value and market value of various leasehold interests,
excluding boatslips ( "Project ").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on May 31, 2014, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services and Schedule of Billing Rates attached hereto as Exhibit A and incorporated
herein by reference ( "Services" or "Work "). City may elect to delete certain Services
within the Scope of Services at its sole discretion.
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3.1 Time is of the essence in the performance of Services under this
Agreement and Consultant shall perform the Services in accordance with the schedule
included in Exhibit A. In the absence of a specific schedule, the Services shall be
performed to completion in a diligent and timely manner. The failure by Consultant to
strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
12 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
33 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand - delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to-
exceed basis in accordance with the provisions of this Section and the Scope of
Services and Schedule of Billing Rates attached hereto as Exhibit A. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed Twenty One Thousand
Five Hundred Dollars and No /100 ($21,500.00), without prior written authorization
from City. No billing rate changes shall be made during the term of this Agreement
without the prior written approval of City.
4.2 Consultant shall submit an invoice to City upon delivery of the draft report,
as described in Exhibit A, for Ten Thousand Seven Hundred Fifty Dollars and 00/100
($10,750.00). Consultant shall submit an invoice for the remaining balance due of Ten
Thousand Seven Hundred Fifty Dollars and 00 /100 ($10,750.00) upon delivery of the
final report, as described in Exhibit A. Consultant's invoices shall include the name of
the person who performed the Work, a brief description of the Services performed
and /or the specific task in the Scope of Services to which it relates, the date the
Services were performed, the number of hours spent on all Work billed on an hourly
basis, and a description of any reimbursable expenditures. City shall pay Consultant no
later than thirty (30) calendar days after approval of the invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses
specifically identified in Exhibit A to this Agreement or specifically approved in writing in
advance by City.
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4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Scope of Services and Schedule of Billing Rates as set forth in Exhibit A.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Steven C. Kerhart to be
its Project Manager. Consultant shall not remove or reassign the Project Manager or
any personnel listed in Exhibit A or assign any new or replacement personnel to the
Project without the prior written consent of City. City's approval shall not be
unreasonably withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to City.
This Agreement will be administered by the Community Development
Department. City's Real Property Administrator or designee shall be the Project
Administrator and shall have the authority to act for City under this Agreement. The
Project Administrator shall represent City in all matters pertaining to the Services to be
rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Consultant's Work schedule.
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8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
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perform all Services in a manner commensurate with the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards" shall mean those standards of practice recognized by one (1) or more first -
class firms performing similar work under similar circumstances.
8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City. By delivery of completed Work, Consultant certifies that
the Work conforms to the requirements of this Agreement, all applicable federal, state
and local laws, and the highest professional standard.
8.3 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers 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,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims "), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Consultant's presence or
activities conducted on the Project (including the negligent, reckless, and /or willful acts,
errors and /or omissions of Consultant, its principals, officers, agents, employees,
vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly
by any of them or for whose acts they may be liable, or any or all of them).
9.2 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, except insofar as a
Claim arises from the use by Consultant, its principals, officers, agents, employees,
vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly
by any of them or for whose acts they may be liable, of an automobile(s), for which all
claims of indemnity are hereby waived. Nothing in this indemnity shall be construed as
Continental Realty Advisors Page 4
authorizing any award of attorney's fees in any action on or to enforce the terms of this
Agreement. 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 Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. 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 expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Consultant or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Consultant or any of Consultant's employees or agents, to be the agents or employees
of City. Consultant shall have the responsibility for and control over the means of
performing the Work, provided that Consultant is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Consultant as to the details of the performance of the Work or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12, CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit B, and incorporated herein by reference.
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15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment: 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. Control means fifty percent (50 %) or more of the voting
power or twenty -five percent (25 %) or more of the assets of the corporation, partnership
or joint- venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. City is an intended beneficiary
of any Work performed by the subcontractor for purposes of establishing a duty of care
between the subcontractor and City. Except as specifically authorized herein, the
Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced (hereinafter "Documents "), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by
Consultant pursuant to this Agreement are not intended or represented to be suitable
for reuse by City or others on any other project. Any use of completed Documents for
other projects and any use of incomplete Documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to Consultant's
deliverables under this Agreement by City or persons other than Consultant is waived
against Consultant, and City assumes full responsibility for such changes unless City
has given Consultant prior notice and has received from Consultant written consent for
such changes.
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17.3 All written documents shall be transmitted to City in formats compatible
with Microsoft Office and /or viewable with Adobe Acrobat.
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All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including
costs, contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant under this Agreement. All such records and invoices shall be clearly
identifiable. Consultant shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Consultant shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Consultant under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or designee with respect to such disputed
sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and /or restoration expense shall be
Continental Realty Advisors Page 7
borne by Consultant. Nothing in this Section is intended to limit City's rights under the
law or any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
242 If subject to the Act, Consultant shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold harmless
City for any and all claims for damages resulting from Consultant's violation of this
Section.
25, NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first -
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Lauren Wooding, Real Property Administrator
Community Development Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Steven C. Kerhart
Continental Realty Advisors
6 Venture, Suite 275
Irvine, CA 92618
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Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Consultant's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Consultant in writing as unsettled at the time of its final request
for payment. Consultant and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Consultant shall be required to file any claim
Consultant may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
27, TERMINATION
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non - defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Consultant has not been previously paid. On the effective date of termination,
Consultant shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. in addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
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28.3 Waiver. A waiver by either party 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.
28.4 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
herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY
Date: ATT�'7/I Z) OFFICE
By. 1
Aaron C. Harp
City Attorney
ATTEST:
Date: • f • 13
d i, Leilani 1. BrownCity Clerk
Attachments
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 69
By:
Kimb rly �Brandt,AICP
Community Development Director
CONSULTANT: C
Advisors, a lifor7
Date: //
By:
DE
Steven C. Kerhart,
CCIM, MRICS
Managing Partner
ntal Realty
rsh i p%
CPA, ASA, MAI,
[END OF SIGNATURES]
Exhibit A — Scope of Services and Schedule of Billing Rates
Exhibit B — Insurance Requirements
Continental Realty Advisors Page 11
EXHIBIT A
SCOPE OF SERVICES /SCHEDULE OF BILLING RATES
Continental Realty Advisors Page A -1
CONTINENTAL REALTY ADVISORS -VSG
California / Nevada / Arizona / Washington
www.cravaluation.com
CORPORATE OFFICE: 6 Venture, Suite 275, Irvine, CA 92618 -
Phone 949.221.09671 Fax 221.0973
Email SK @gravaluation.com / Office Team Email: craof iceteam()cravaluation.com
June 19, 2013
Ms. Lauren Wooding lReai Property Administrator
City of Newport Beach I Community Development Department I Building Division
3300 Newport Boulevard INewport Beach, CA 92663
T: (949) 644 -3236 1 lwooding@newportbeachca.gov
www.newportbeachca.gov
Re: 829 Harbor Island Drive, Newport Beach (Balboa Yacht Basin) -APN 050- 210 -02. Need
appraisal for property's market value and market value of various leasehold interests currently on
the property (for multiple respective uses including - restaurant, commercial boatyard,
commercial yacht sales, apartments, storagegarages, `excluding' the boat slips.)
Dear Ms. Wooding,
At your request I am pleased to propose a fee of $21,500 for a summary
complete narrative appraisal of the above referenced property. I anticipate a
delivery date of about 4.5 weeks from receipt of an executed copy of this
agreement. We will invoice you 50% upon completion of the PDF draft report.
After review, and changes (if required), the hard copy 'final' will be issued. The
remaining fee is due within 30 days of report delivery.
Pursuant to our conversation of April 29th, we are excluding the boat slips from
the engagement. As well- included in the fee are two (2) hours of review and
response time (by product use) to stakeholders that will be reviewing the
deliverable. As agreed, you will forward the report to all parties for comments and
return with a single master comments / question list. These items (if any) will be
addressed one time and a revised draft report will be delivered for final
consideration. Any time above and beyond that will be billed at my standard
hourly rate of $275 /hour. I will be as flexible as possible and work with your team
recognizing that questions might arise 60 -90 days beyond issuance of the
deliverable.
I will not deliver a completed and final report (subject to public domain
consideration) until receipt of written authorization.
The appraisal will present discussions of the data, reasoning, and analysis used
in the valuation process to develop the respective market values (by economic
component) cited above. The valuation will be as of the date of inspection —
unless otherwise directed.
Page Two
The report will be prepared in accordance with the Uniform Standards of
Professional Appraisal Practice, and the supplemental Standards of Professional
Appraisal Practice (SPP) of the Appraisal Institute. I would appreciate transmittal
of as much of the following (if available) as possible so as not to delay the report.
Digital copies (PDF or Word for documents and Excel for spreadsheets) are
preferred. Any delay in receiving this information WILL delay report delivery to
you:
9. A copy of the prior appraisals, a title report, deed or legal description;
2. Current and Historic (budgeted) Operating information;
3. Property Tax Bills, ALTA Survey, Building plans, marketing brochures;
4. Name and telephone number of contact person to arrange an inspection of
the property;
5. Lease (ALL — including ground leases and P party tenant leases) or
rental agreements;
B. Surveys (geo, environmental, biologic, other?);
7. Any other information (offers, listings etc.) that you think may be helpful
or appropriate to the assignment — certainly anything that might affect a 3rd
party opinion of value (favorably or negatively);
I will provide you with two (2) original copies of the report. Additional reports will
be billed at $75 each (black and white) and $350 each for full color copy masters.
It is understood that the quotation for delivery of my services is based on the
order in which assignments are contracted, on a first -come- first -served basis. I
am prepared to complete this assignment within the outlined time period,
provided that this contract is returned within 48 hours this agreement. If this is not
possible, please contact me to discuss this aspect. After the deadline, the
delivery date of the report shall be based on priority of assignments received and
will be subject to negotiation.
The report will be subject to our standard Assumptions and Limiting Conditions
and Certification and will be part of the work file and report (attached at end of
proposal). Please understand that the terms, provisions, and conditions
contained within the body of this letter, together with your additional instructions
will constitute our agreement regarding the assignment of the described property.
Page Three
If satisfactory, please endorse and return a copy (to both skacravaluation.com
and craofficeteamacravaluation.com) of this letter confirming this
arrangement at your earliest convenience.
Thank you very much for this opportunity, and I look forward to Working with you
in the near future.
Sincerely,
Continental Realty Advisors -VSG
f_
Steven C. Kerhart CPA, ASA, MAI, CCIM, MRICS
Managing Partner
Agreed and accepted this day of 2013
0
FOR IMMEDIATE ASSISTANCE - CONTACT JOCHEBED OR JUDD
Mr. Judd Barber — VP, Director of Operations 949.221.0974 / Ibarber(dcravaluation.com
Ms. Jochebed Ho — VP, Office Manager 949.221.0972 /'hoCa)cravaluation.com
Mr. Walter Mophett — AVP, Associate 949.221.0975 / wmophett(a)cravaluation.com
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San Diego: 4445 Eastgate Mall, Suite 2000 San Diego, CA 92121 T: (858) 812 -3090 F: (858) 812 -2001
San Francisco: 1 Embarcadero Ctr, #500 San Francisco, CA 94111 T: (415) 315 -1558 F: (415) 433 -5994
Seattle: 2211 Elliott Ave, Suite 200 Seattle, WA 98121 T: (206) 455 -2880 F: (206) 455 -2701
CURRICULUM VITAE
Steven Charles (Steve) Kerhart CPA, ASA, MAI, CCIM, MRICS
Mr. Kerhart is Managing Partner of Continental Realty Advisors (CRA), a full service consulting valuation firm. Mr.
Kerhart is one of less than 100 individuals in the United States that has held (CPA) and presently maintains the
ASA, MAI, MRICS, and CCIM designations. Mr. Kerhart was recently 'invited' to become a candidate for the CRE —
the 'premiere' real estate designation recognized worldwide. Mr. Kerhart is also working on achieving his MCR
designation — another coveted achievement held by fewer than 1,800 individuals worldwide. Mr. Kerhart was
formerly the Real Estate Chair for the California Society of CPA's (1996/1997), on the Real Estate Advisory Board
for California State University at Fullerton (97/98), and on Wachovia's National. Valuation Advisory Panel. between
1999 and 2002. Mr. Kerhart is also a real estate investor— focusing on niche opportunities in Southern California.
Prior to forming CRA he was President of CKQ Inc. (1991 -1995) and a Senior Analyst in The Real Estate Services
Group with a Big 8 Accounting Firm (1986- 1990). Mr. Kerhart has prepared and supervised consulting
assignments involving most major categories of real estate, going concern, machinery and equipment, and
personal property. Mr. Kerhart has appraised and reviewed over $40+ Billion of real property and other assets
since 1986. The firm typically completes 500+ appraisals, evaluations, and market studies per year throughout
California, Nevada, and Arizona. Most involve valuations and /or consulting for financing, workouts, sale and
purchase, litigation support and investment analyses.
Business Philosophy:
Client focused and centered service - acting as ambassadors for our clients while providing impartial 'timely,
professional., credible' valuations. The firm's key clients include bankers, insurance companies, attorneys, CPA's,
property owners, managers, and developers of real and personal properties and operating concerns.
Areas of Appraisal / Valuation specialization include:
- Automotive Dealership / Automate / Full and Limited Service Carwashes
- Apartments / Subdivisions / Master - planned Communities / Facilities Districts (STD's)
- Hotels / Marinas / Resorts / Theaters
- Commercial Retail, Office, Medical Office — Industrial, Industrial Parks,
-Land, all types (residential, commercial, industrial, rural)
- Litigation Support / Expert Witness 1 Testimony
-Tax and Estate Planning Valuations / Fractional / Marketability and Minority Interests
- Market Studies / Feasibility Analysis / Highest and Best Use Studies
Professional Designations (Current / Past) / State Licensing — Market Coverage:
CCIM Certified Commercial Investment Member - Current
MAI Member of the Appraisal Institute- Current
CPA Certified Public Accountant, State of California (1996 -2006)
ASA Accredited Senior Member Urban Real Property- Current
MRICS Accredited Member Royal Institute of Chartered Surveyors- Current
SCREA Certified General Appraiser — California
SCREA Certified General Appraiser — Arizona
SCREA Certified General Appraiser — Nevada
SCREA Certified General Appraiser — Washington
Professional Organizations:
- Candidate Masters of Corporate Real Estate (MCR), CoreNet Global
- Member, National and California Association of Realtors
- Candidate for Senior Member /Business Valuation, ASA
- Candidate for CAE designation from the IAAO
- Member of the Institute of Property Taxation (IPT)
- Member Urban Land Institute (ULI)
- Member of the Society of Auditors and Appraisers (SAA)
- Member, American Institute of Certified Public Accountants (AICPA)
- Member, California Society of Certified Public Accountants (CSCPA)
Education i Continuing Education:
- Bachelors of Science: Accounting and Economics, Loyola Marymount University, 1982 -1986, Los Angeles, CA
- Massachusetts Institute of Technology (MIT) - Center for Real Estate, Exec. Dev. Program, 2006 -2009,
Cambridge, MA- Typically 150 -200 hours per year on CE classes, conferences, seminars.
Personal:
Very happily married to my first love, three wonderful children, enjoy auto racing, skiing, and tennis, 2nd degree
black belt, avid reader of technology, futurist, spirituality, business and real estate related books and periodicals.
STANDARD ASSUMPTIONS AND LIMITING CONDITIONS
Extraordinary Assumptions
Yes, see transmittal letter.
Limiting Conditions and Assumptions
In compliance with Uniform Standards of Professional Appraisal Practice, and to assist
the reader in interpreting this report, the analyses and opinions set forth in this appraisal
are subject to the following assumptions and limiting conditions.
The conclusions and opinions expressed in this report apply to the date of value set forth
in the letter of transmittal accompanying this report. The dollar amount of any value
opinion or conclusion rendered or expressed in this report is based upon the purchasing
power of the American dollar existing on the date of value.
The appraiser assumes no responsibility for economic, physical or demographic factors,
which may affect or alter the opinions in this report if said economic, physical or
demographic factors were not present as of the date of the letter of transmittal
accompanying this report. The appraiser is not obligated to predict future political,
economic or social trends.
In preparing this report, the appraiser was required to rely on information furnished by
other individuals or found in previously existing records and/or documents. Unless
otherwise indicated, such information is presumed to be reliable. However, no warranty,
either expressed or implied, is given by the appraiser for the accuracy of such
information and the appraiser assumes no responsibility for information relied upon later
found to have been inaccurate. The appraiser reserves the right to make such
adjustments to the analyses, opinions and conclusions set forth in this report as may be
required by consideration of additional data or more reliable data that may become
available.
No opinion as to the title of the subject property is rendered. Data related to ownership
and legal description were obtained from a recent title report and/or public records.
However, title is assumed marketable, free, and clear of all liens, encumbrances,
easements and restrictions except those specifically discussed in the report. The
property is appraised assuming it to be under responsible ownership and competent
management, and available for its highest and best use.
The appraiser assumes no responsibility for hidden or unapparent conditions of the
property, subsoil, groundwater or structures that render the subject property more or less
valuable. No responsibility is assumed for arranging for engineering, geologic or
environmental studies that may be required to discover such hidden or unapparent
conditions.
Unless otherwise stated in the report, the appraiser died not become aware of the
presence of any such toxic or hazardous material or substance during the appraiser's
inspection of the subject property. However, the appraiser is not qualified to investigate
or test for the presence of such materials or substances. The presence of such materials
or substances may adversely affect the value of the subject property. The value
estimated in this report is predicated on the assumption that no such material or
substance is present on or in the subject property or in such proximity, thereto that it
would cause a loss in value. The appraiser assumes no responsibility for the presence of
any such substance or material on or in the subject property, nor for any expertise or
engineering knowledge required to discover the presence of such substance or material.
Unless otherwise stated, this report assumes the subject property complies with all
federal, state and local environmental laws, regulations and rules. Unless otherwise
stated, the subject is appraised assuming it to be in full compliance with all applicable
zoning and land use regulations and restrictions.
Unless otherwise stated, the property is appraised assuming that all required licenses,
permits, certificates, consents or other legislative and /or administrative authority from
any local, state or national government or private entity or organization have been or can
be obtained or renewed for any use upon which the value estimate contained in this
report is based.
Except as specifically stated, data relative to size and area was taken from sources
considered reliable, and no encroachment of real property improvements is considered
to exist.
No opinion its expressed as to the value of sub - surface oil, gas, or mineral rights, or
whether the property is subject to surface entry for the exploration or removal of such
materials, except as is expressly stated.
Maps, plats, and exhibits included in this report are for illustration only to serve as an aid
in visualizing matters discussed within this report. They should not be considered as
surveys or relied upon for any other purpose; nor should they be removed from,
reproduced, or used apart from this report.
No opinion is expressed on matters, which require legal expertise or specialized
investigation, or knowledge beyond that customarily employed by real estate appraisers.
The distribution, if any, of the total valuation in this report between land and
improvements applies only under the stated program of utilization. The separate
allocations for land and buildings must not be used in conjunction with any other
appraisal and are invalid if so used.
The possession of this report, or copy thereof, does not carry with it the right of
publication. Without the written consent of the appraiser, this report may not be used for
any purpose by any person other than the party to whom it is addressed. In any event,
this report may be used only with the written qualification and only in its entirety for its
stated purpose.
Any dispute of claim made with respect to this report shall be submitted to and resolved
in accordance with the rules of the American Arbitration Association for arbitration, and
the decision of the Association shall be binding. All appraisal services, pursuant to this
report, shall be deemed contracted for and rendered in Orange County, California, and
any arbitration or judicial proceedings shall take place in Orange County, California.
Any value estimates provided in the report apply to the entire property, and any proration
or division of the total into fractional interests will invalidate the value estimate, unless
such proration or division of interests has been set forth in the report.
This report may contain prospective financial information, estimates, or opinions that
represent the appraiser's view of expectations at a particular point in time, but such
information, estimates, or opinions are not offered as predictions or as assurances that a
particular level of income or profit will be achieved, that events will occur, or that a
particular price will be offered or accepted. This appraisal is based on market conditions
existing as of the date of the appraisal.
Steven Kerhart is a designated member (MAI) of the Appraisal Institute. The Bylaws and
Regulations of the Institute require each member or candidate to control the use and
distribution of each report signed by such member or candidate. Therefore, except as
hereinafter provided, the party for whom this report was prepared may distribute copies
of this report, in its entirety, to such third parties as may be selected by the party for
whom this report was prepared; however, selected portions of this report shall not be
given to third parties without the prior written consent of the signatory of this report.
We shall not be required, because of this report, to give testimony or to attend in court or
any governmental or other hearing with reference to the property without prior
arrangements having first been made with us relative to such additional employment.
Under the terms of the engagement, we will have no obligation to revise this report to
reflect events or conditions, which occur subsequent to the date of the transmittal.
However, we will be available to discuss the necessity for revision resulting from
changes in economic or market factors affecting the subject.
The Americans with Disabilities Act (ADA) became effective January 26, 1992. We have
not made a specific compliance survey and analysis of the property to determine
whether it is in conformity with the various detailed requirements of the ADA, it is
possible that a compliance survey of the property together with a detailed analysis of the
requirements of the ADA could reveal that the property does not comply with one or
more of the requirements of the Act. If so, this could have a negative effect on the
property's market value. Since we have no direct evidence relating to this issue, we did
not consider possible non - compliance with the requirements of the ADA in our market
value estimates.
In accordance with the Fair Housing Amendments Act, it is illegal for an appraiser to
discriminate against any person because of race, color, religion, sex, hardship, familial
status, or national origin. This appraisal complies with all rules and regulations
prohibiting discrimination based on race, color, religion, sex, national origin, and marital
status.
WINUIM
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, one million dollars ($1,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract) with
no endorsement or modification limiting the scope of coverage for liability
assumed under a contract.
4. Insurance Requirements. The policies are to contain, or be endorsed to contain,
the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
Continental Realty Advisors Page B -1
against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers
from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City and its officers, officials, employees, and agents shall be included
as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self -
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along with
a waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of
all required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non - compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
Continental Realty Advisors Page B -2
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type.
E. Self- insured Retentions. Any self- insured retentions must be declared to
and approved by City. City reserves the right to require that self- insured
retentions be eliminated, lowered, or replaced by a deductible. Self -
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non - Compliance. If Consultant or any subconsultant
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall,
at City's sole option, be deducted from amounts payable to Consultant or
reimbursed by Consultant upon demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the Work.
I. Automobile Liability Insurance. Consultant shall cause each of its
principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or
for whose acts they may be liable, or any or all of them, to maintain
automobile insurance covering bodily injury and property damage for all
activities of Consultant arising out of or in connection with Work to be
performed under this Agreement, including coverage for any owned, hired,
non - owned or rented vehicles, in an amount not less than the minimum
required under California law.
Continental Realty Advisors Page B -3