HomeMy WebLinkAboutCassidy Turley Commercial Real Estate Services Inc dba DTZ; 2015-08-10; PEM1210PEM1210
AGREEMENT FOR REAL ESTATE SERVICES
CASSIDY TURLEY COMMERCIAL REAL ESTATE SERVICES, INC. dba DTZ
AGREEMENT is made and entered into as of the / day of
yy C / 2015, by and between the CITY OF CARLSBAD, a municipal
City"), and CASSIDY TURLEY COMMERCIAL REAL ESTATE SERVICES, INC.
issouri corporation, ("Contractor").
RECITALS
A. City requires the professional services of a commercial real estate firm that is
experienced in the leasing, sales, research and analysis of properties in the Carisbad market.
B. Contractor has the necessary experience in providing professional services and
advice related to all aspects of commercial properties and leasing/sales transactions as well as
market trends and related research.
C. Contractor has submitted a proposal to City and has affirmed its willingness and
ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein. City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Sen/ices") that are defined in attached Exhibit "A", which is incorporated by this reference in
accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the
Metropolitan Southern California Area, and will use reasonable diligence and best judgment while
exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of one (1) year from the date first above
written. The City Manager may amend the Agreement to extend it for three (3) additional one (1)
year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's
performance, City needs, and appropriation of funds by the City Council. The parties will prepare
a written amendment indicating the effective date and length ofthe extended Agreement.
4. TIME IS OF THE ESSENCE
Time is ofthe essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Sen/ices to be performed during the initial Agreement term will not
exceed thirty thousand dollars ($30,000). No other compensation for the Services will be allowed
except for items covered by subsequent amendments to this Agreement. If the City elects to
extend the Agreement, the amount shall not exceed thirty thousand dollars ($30,000) per
Agreement year. The City resen/es the right to withhold a ten percent (10%) retention until City
has accepted the work and/or Services specified in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
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6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be
under control of City only as to the result to be accomplished, but will consult with City as
necessary. The persons used by Contractor to provide services under this Agreement will not be
considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be
required to pay any workers' compensation insurance or unemployment contributions on behalf
of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty
(30) days for any tax, retirement contribution, social security, overtime payment, unemployment
payment or workers' compensation payment which City may be required to make on behalf of
Contractor or any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election. City may deduct the indemnification amount from any balance
owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City.
If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the
acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly
employed by the subcontractor, as Contractor is for the acts and omissions of persons directly
employed by Contractor. Nothing contained in this Agreement will create any contractual
relationship between any subcontractor of Contractor and City. Contractor will be responsible for
payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of
a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically
noted to the contrary in the subcontract and approved in wrifing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connecfion with the Services.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorneys
fees arising out of the performance of the work described herein caused by any negligence,
recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that this
section will survive the expiration or eariy terminafion of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the durafion of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the services by Contractor or Contractor's
agents, representatives, employees or subcontractors. The insurance will be obtained from an
insurance carrier admitted and authorized to do business in the State of California. The insurance
carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus
line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rafing
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in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by
the National Association of Insurance Commissioners (NAIC) latest quarteriy lisfings report.
10.1 Coveraqe and Limits.
Contractor will maintain the types of coverage and minimum limits indicated below, unless the
Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage
will not constitute any limitations or cap on Contractor's indemnification obligations under this
Agreement. City, its officers, agents and employees make no representafion that the limits ofthe
insurance specified to be carried by Contractor pursuant to this Agreement are adequate to
protect Contractor. If Contractor believes that any required insurance coverage is inadequate.
Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense. The full limits available to the named insured shall also be available
and applicable to the City as an addifional insured.
10.1.1 Commercial General Liabilitv Insurance. $2,000,000 combined single-limit per
occurrence for bodily injury, personal injury and property damage. Ifthe submitted policies contain
aggregate limits, general aggregate limits will apply separately to the work under this Agreement
or the general aggregate will be twice the required per occurrence limit.
10.1.2 Automobile Liabilitv. (if the use of an automobile is involved for Contractor's work
for City). $1,000,000 combined single-limit per accident for bodily injury and property damage.
10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor
has no employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to Contractor's
profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a
period of five years following the date of completion of the work.
10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be included as an additional insured on Commercial General Liability
which shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which
will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life ofthe Agreement and any extensions
of it and will not be canceled without thirty (30) days prior written notice to City sent by certified
mail pursuant to the Nofice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates oflnsurance and endorsements to City.
10.4 Failure to Maintain Coveraqe. If Contractor fails to maintain any of these insurance
coverages, then City will have the opfion to declare Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to maintain
the required coverages. Contractor is responsible for any payments made by City to obtain or
maintain insurance and City may collect these payments from Contractor or deduct the amount
paid from any sums due Contractor underthis Agreement.
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10.5 Submission of Insurance Policies. City reserves the right to require, at any fime, complete
and certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carisbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Upon reasonable written notice. Contractor will
allow a representative of City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this Agreement.
Contractor will allow inspection of all work, data, documents, proceedings, and activifies related
to the Agreement for a period of one (1) year from the date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant
to this Agreement is the property of City. In the event this Agreement is terminated, all work
product produced by Contractor or its agents, employees and subcontractors pursuant to this
Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy
of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and
Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notice or to receive written nofice on
behalf of City and on behalf of Contractor under this Agreement.
For City For Contractor
Name Steve Hodges Name Marc Doyle
Title Management Analyst Title Managing Director
Department Public Works - Property Address 1000 Aviara Parkway, Suite 100
City of Carisbad Carisbad, CA 92011
Address 405 Oak Avenue Phone No. 760-431-4200
Carisbad, CA 92008 Email Marc.doyle@dtz.com
Phone No. 760-434-2925
Each party will notify the other immediately of any changes of address that would require any
nofice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
Contractor shall file a Confiict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
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17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulafions
which in any manner affect those employed by Contractor, or in any way affect the performance
of the Sen/ices by Contractor. Contractor will at all fimes obsen/e and comply with these laws,
ordinances, and regulations and will be responsible for the compliance of Contractor's services
with all applicable laws, ordinances and regulafions.
Contractor will be aware of the requirements ofthe Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will
be used to resolve any quesfions of fact or interpretafion not othenwise settled by agreement
between the parties. Representatives of Contractor or City will reduce such quesfions, and their
respective views, to writing. A copy of such documented dispute will be forwarded to both parties
involved along with recommended methods of resolufion, which would be of benefit to both
parties. The representative receiving the letter will reply to the letter along with a recommended
method of resolufion within ten (10) business days. Ifthe resolution thus obtained is unsafisfactory
to the aggrieved party, a letter outlining the disputes will be fonwarded to the City Manager. The
City Manager will consider the facts and solutions recommended by each party and may then opt
to direct a solufion to the problem. In such cases, the acfion ofthe City Manager will be binding
upon the parties involved, although nothing in this procedure will prohibit the parties from seeking
remedies available to them at law.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may
terminate this Agreement for nonperformance by nofifying Contractor by certified mail of the
termination. If City decides to abandon or indefinitely postpone the work or services contemplated
by this Agreement, City may terminate this Agreement upon written nofice to Contractor. Upon
written notification of termination. Contractor has five (5) business days to deliver any documents
owned by City and all work in progress to City address contained in this Agreement. City will make
a determinafion of fact based upon the work product delivered to City and of the percentage of
work that Contractor has performed which is usable and of worth to City in having the Agreement
completed. Based upon that finding City will determine the final payment ofthe Agreement.
Either party upon tendering thirty (30) days written notice to the other party may terminate this
Agreement. In this event and upon request of City, Contractor will assemble the work product and
put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work
performed to the termination date; however, the total will not exceed the lump sum fee payable
underthis Agreement. City will make the final determination as to the portions of tasks completed
and the compensafion to be made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
Contractor has not paid or agreed to pay any company or person, other than a bona fide
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employee, any fee, commission, percentage, brokerage fee, gift, or any other considerafion
confingent upon, or resulfing from, the award or making of this Agreement. For breach or violafion
of this warranty. City will have the right to annul this Agreement without liability, or, in its discretion,
to deduct from the Agreement price or considerafion, or othenwise recover, the full amount ofthe
fee, commission, percentage, brokerage fees, gift, or confingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must
be asserted as part ofthe Agreement process as set forth in this Agreement and not in anticipation
of litigation or in conjunction with lifigation. Contractor acknowledges that if a false claim is
submitted to City, it may be considered fraud and Contractor may be subject to criminal
prosecufion. Contractor acknowledges that California Government Code sections 12650 ef seq.,
the False Claims Act applies to this Agreement and, provides for civil penalfies where a person
knowingly submits a false claim to a public entity. These provisions include false claims made
with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to
recover its lifigafion costs, including attorney's fees. Contractor acknowledges that the filing of a
false claim may subject Contractor to an administrative debarment proceeding as the result of
which Contractor may be prevented to act as a Contractor on any public work or improvement for
a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is
grounds for City to terminate this Agreement.
23. GOVERNING LAW. JURISDICTION AND VENUE
This Agreement shall be governed by the laws ofthe State of California. Any action at law or in
equity brought by either ofthe parties for the purpose of enforcing a right or rights provided for by
this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State
of California, and the parties waive all provisions of law providing for a change of venue in these
proceedings to any other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor
and their respecfive successors. Neither this Agreement nor any part of it nor any monies due or
to become due under it may be assigned by Contractor without the prior consent of City, which
shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relafing to the subject matter of it. In case of conflict, the terms
of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions
may be amended, modified, waived or discharged except in a writing signed by both parties.
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26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and condifions of this Agreement.
CONTRACTOR
CASSIDY TURLEY COMMERCIAL REAL
ESTATE SERVIpE^, dba DTZ, a
MisspitriTOiporp
CITY OF CARLSBAD, a municipal
corporation of the State of California
' (print name/title) -
Patrick A. Thoma^)42wblic Works Director
as authorized by the City Manager
(print name/tifie)
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a corporation. Agreement must be signed by one corporate officer from each of the following
two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporafion must attach a resolufion certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
BY:
AssistanrCnty Attorney
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DISTRICT OF COLUMBIA ss:
Subscribed and swom to before me this
2015 b}
before me.
/7 day of
y^Js^^ftl S^eMn/lUS and fix^/Ji/^^ , who personally appeared
Joan Usil* Scott
' °f Columbia, Notary Public
My Commission Expires
October 31, 2015
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EXHIBIT "A"
SCOPE OF SERVICES
Provide real estate consulting services on a "time and materials" basis to include the
following:
Provide real estate research and analysis.
Identify and recommend potential property uses.
Provide information such as property listings, statistics, marketing analysis, pricing and
valuations, and financial evaluations on properties that the City of Carisbad may have
interest in purchasing, selling, or leasing.
Provide advice on a course of action to sell, develop or lease property, and on pricing of
properties for sale or purchase.
Presentations as needed.
Provide property management consulting as needed for lease of real property from the City
of Carisbad.
Analyze and evaluate offers presented to the city for the purchase of city property, and
prepare recommendations.
Assist the city in setting prices and terms for the sale and lease of city property.
Represent the City in the negotiations with property sellers.
Represent the City in negotiations with prospecfive buyers and lessees.
Develop mariceting materials to advertise the sale of city real estate through various media
to garner significant interest and offer on the property.
Participate in site tours with potential buyers and lessees.
Coordinate real estate transaction closings.
Handle all other customary activities and services associated with real estate transactions.
Schedule of Fees:
I. Principal Services by Professional Brokerage Personnel: $250.00 per hour
II. Research Services by Professional Research Staff: $125.00 per hour
Contractor will invoice the city monthly on a time and materials basis according the rates
described above.
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Donna Heraty
From: Donna Heraty
Sent: Wednesday, August 19, 2015 2:30 PM
To: 'marc.doyle@dtz.com'
Cc: Shelley Collins; Rhonda Gasper-Heather; Janean Hawney
Subject: REQUIRED CONFUCT OF INTEREST
Attachments: Resolution No. 2015-050.pdf
To Whom It May Concern:
You are receiving this email because your company has a consultant agreement with the City of Carisbad. The City of
Carlsbad's Conflict of Interest Code requires all consultants to file a statement disclosing certain economic interests, that
may foreseeably be affected materially by any decisions made, or participated in, by a designated official because of
their position. To comply with this requirement a Statement of Economic Interest Form 700 "Assuming Office" is
required to be filed with the City of Carisbad City Clerk's Office.
To file your Assuming Office statement, please follow the instructions below:
• As reflected in the City Conflict of Interest Code - Resolution No. 2015-050 (attached), the employee(s) of your
company that work directiv with citv staff are required to complete the Statement of Economic Interest Form
(Form 700). Consultants are required to claim -
Category (A) Investment and Real Property Disclosure
Category (B) Personal Income Disclosure
Category (C) Business Entity Income Disclosure
Category (D) Business Position Disclosure
• Your "Assuming Office" date for this filing is August 10, 2015.
• Even if there are no reportable interests, the cover page is still required to be completed with box "None" in
Section 4 checked.
• THE COMPLETED FORM 700 IS DUE IN THE CiTY CLERK'S OFFICE BY 5:00 PM. SEPTEMBER 10. 2015.
Mailing Address: Citv Clerk's Office. 1200 Carisbad Village Drive. Carisbad. CA 92008.
• Form 700
• Form 700 Reference Pamphlet
Other documents vou mav use as reference:
• FAQ: Form 700 Disclosure
• Local Gift Fact Sheet
In addition, when your contract with the City of Carisbad is completed, the employee(s) that filed the Assuming Office
statement is/are required to file a "Leaving Office" statement, utilizing the same Form 700 and entering the date the
contract ended in the "Leaving Office" date line, and submitting to the City Clerk's Office no later than 30 days following
completion ofthe agreement.
'*'*Failure to file the Assuming and/or Leaving Office statement(s) could result in penalties assessed at $10.00 per day,
not to exceed $100.00, in addition to any other penalties per California Government Section Code 91013.
Ifyou have any questions or need additional information, please feel free to contact me orthe Fair Political Practices
Commission (FPPC) at 1-866-ASK-FPPC (1-866-275-3772).
Sincerely,
Donna Heraty.
^ CITV 0 1
CARLSBAD
Donna Heraty, CMC
Deputy City Clerk
City of Carisbad
1200 Carlsbad Village Drive
Carisbad, CA 92008
www.carisbadca.gov
P: 760-434-2808
F: 760-720-6917
donna.heratv@carisbadca.gov
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