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HomeMy WebLinkAbout1987-05-05; City Council; 8986; Agreement for Real Estate Leasing AdvisoryCIT OF CARLSBAD — AGENDA BILL Ioce0.a. o oo AR* 5*9 P"6> HT^ *J / D / O /Mid. DEPT. AD TITLE:AGREEMENT FOR REAL ESTATE 1 FflciTwr AnVT^DRY ^FRVTPFS DEPT. HD.$JJL CITY ATTY \)ft$ CITY MGR.Q^— RECOMMENDED ACTION: Adopt Resolution No. Williams-Kuebelbeck and $20,000. approving an Associates, Inc. and agreement with appropriating ITEM EXPLANATION; On March 17, 1987, the City Council approved an option to make a long-term lease for City property along Carlsbad Boulevard and the South Ponto interchange with Sammis Properties. The firm of Williams-Kuebelbeck and Associates, Inc. was hired to provide leasing advisory services for that site. Staff selected Williams-Kubelbeck received from three firms: after evaluating proposals 1. Williams-Kuebelbeck and Associates, Inc. 2. Laventhol and Horwath 3. Keyser Marston Associates, Inc. Williams-Kuebelbeck was considered the best qualified for the specific services desired and also had the lowest hourly fee. The City has also received a request from a developer to purchase excess right-of-way along Carlsbad Boulevard and Palomar Airport Road and staff will be recommending a lease of City property there as well. Also, the City is in need of leasing advisory services in connection with the proposed Senior Citizens Center. Staff, therefore, recommends expanding the scope of services of William-Kuebelbeck to provide for all the leasing advisory services the City will need for a period of three years, including the above three projects. The services will generally involve providing counsel on matters relating to leasing of City property including evaluation of the economics of each proposed property, recommendations of lease terms and assistance in negotiations with tenants. FISCAL IMPACT Fees for services will be paid for on a time and expense basis as they are needed. The total amount for services over three years will not exceed $20,000. Funds in the amount of $20,000 are recommended to be appropriated from the contingency account to the project account. Page Two of Agenda Bill No. EXHIBITS; 1. Resolution No. ffg? tfo approving an agreement with Williams- Kuebelbeck and Associates, Inc. and appropriating $20,000. 2. Agreement for real estate leasing advisory services. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9048 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AN AGREEMENT BETWEEN THE CITY OF CARLSBAD AND WILLIAMS- KUEBELBECK & ASSOCIATES, INC. FOR LEASING ADVISORY SERVICES WHEREAS, the City Council of the City of Carlsbad does hereby resolve as follows: 1. That an agreement between the City of Carlsbad and Wi Hi ams-Kuebelbeck and Associates, Inc. for leasing advisory services, a copy of which is attached as Exhibit A and made a part hereof, is hereby approved. 2. That the Mayor of the City of Carlsbad is hereby authorized and directed to execute said agreement for and on behalf of the City of Carlsbad. 3. That funds in the amount of $20,000 are hereby appropriated from the Contingency Reserve account to Account No. 001-820-3130-2479 for this project. PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council held on the 5th day of May , 1987 by the following vote, to wit: AYES: Council Members Lewis, Kulchin, Pettine, Mamaux and Larson NOES: None ABSENT: None ATTEST:CLAUDE A. LEWIS, Mayor ALETHA L. RAUTENKRANZ, City (SEAL) ;rk AGREEMENT FOR LEASING ADVISORY SERVICES THIS AGREEMENT, made and entered into as of the day of , 1987, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City," and WILLIAMS-KUE8ELBECK 4 ASSOCIATES, INC., hereinafter referred to as "Consultant." RECITALS City requires the services of a real estate economic consultant to provide the necessary financial advisory services for preparation of leases of City-owned property at various locations; and Consultant possesses the necessary skills and qualifications to provide the services required by City; NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Consultant agree as follows: 1. CONSULTANT'S OBLIGATIONS Generally provide counsel to the City on matters relating to the leasing of City-owned property which shall include, but not be limited to the following: 1. Analyze and advise City on business points of lease. a. length of time b. rental determination - 2 - c. performance provisions d. insurance; bonding 2. Evaluate the economics of each proposed development pi an. 3. Conduct a physical inspection of each property. 4. Provide recommendations on lease agreement terms. 5. Assist City in negotiation with tenants. 6. Prepare written and oral reports covering all the above i terns. 7. Assist staff with presentations to the City Council. The consultant shall be on call and shall provide the specific services required when requested on an as-needed basis. 2. CITY OBLIGATIONS The City shall provide to the Consultant for each property being considered for leasing: a. The City objectives for the specific property. b. Necessary time schedules. c. Specific scope of work if it varies from that contained in Paragraph 1. d. Copies of any pertinent information the City may have in its possession such as appraisal reports, site plans or tentative map conditions. 3- PROGRESS AND COMPLETION The services under this contract will begin within twenty- four (24) hours after receipt of notification to proceed by the City, shall run for a period of twelve (12) consecutive calendar months and be renewable, at the City's option, for a maximum of three (3) years. -After each twelve (12) month period, the City shall evaluate the need to adjust the hourly rate schedule. 4- FEES TO BE PAID TO CONSULTANT Fees shall be according to the hourly rate schedule attached as Exhibit A. 5. PAYMENT OF FEES Payment of fees shall be within thirty (30) days after receipt by the City of a monthly invoice by the Consultant. Each invoice shall contain the name of each individual who worked, the position, the hourly rate, date, number of hours, and item worked on or type of work done. 6. CHANGES IN WORK If, in the course of this Contract, changes seem merited by the Consultant or the City, and informal consultations with the other party indicates that a change in the conditions of the Contract is warranted, the Consultant or the City may request a change in Contract. Such changes shall be processed by the City in the following manner: a letter outlining the required changes shall be forwarded to the City or Consultant to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. After reaching mutual agreement on the proposal, a supplemental agreement shall be prepared by the City and approved by the Assistant City Manager. Such supplemental agreement shall not render ineffective or invalidate unaffected portions of the agreement. Changes requiring immediate action by the Consultant or City shall be ordered by the Assistant City Manager who will inform a principal of the Consultant's firm of the necessity of such action and follow up with a supplemental agreement covering such work. 7. COVENANTS AGAINST CONTINGENT FEES The Consultant warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this agreement, and that Consultant has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making this agreement. For breach or violation of this warranty, the City shall have the right to annul this agreement without liability, or, in its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 8. NONDISCRIMINATION CLAUSE The Consultant shall comply with the State and Federal laws regarding nondiscrimination. 9. TERMINATION OF CONTRACT Subject to the provisions of Paragraph 11, in the event of the Consultant's failure to prosecute, deliver, or perform the work as provided for in this Contract, the City may terminate this Contract for nonperformance by notifying the Consultant by certified mail of the termination of the Contract. The Consultant, thereupon, has five (5) working days to deliver said documents owned by the City and all work in progress to the Assistant City Manager. The Assistant City Manager shall make a determination of fact based upon the documents delivered to City of the percentage of work which the Consultant has performed which is usable and of worth to the City in having the Contract completed. Based upon that finding as reported to the City Council, the Council shall determine the final payment of the Contract. 10. DISPUTES If a dispute should arise regarding the performance of work under this agreement, the following procedure shall be used to resolve any question of fact or interpretation not otherwise settled by agreement between parties. Such questions, if they become identified as a part of a dispute among persons operating under the provisions of this Contract, shall be reduced to writing by the principal of the Consultant or the Assistant City Manager. A copy of such documented dispute shall be forwarded to both parties involved- along with recommended methods of resolution which would be of benefit to both parties. The Assistant City Manager or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten (10) days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the dispute shall be forwarded to the City Council for their resolution through the Office of the City Manager. The City Council may then opt to consider the directed solution to the problem. In such cases, the action of the City Council shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking remedies available to them at law. - 6 - 11 . RESPONSIBILITY DF THE CONSULTANT The Consultant is hired to render professional real estate economic services and any payments made to Consultant are compensation solely for such services. 12. SUSPENSION OR TERMINATION OF SERVICES This agreement may be terminated by either party upon tendering thirty (30) days written notice to the other party. In the event of such suspension or termination, upon request of the City, the Consultant shall assemble the work product and put same in order for proper filing and closing and deliver said product to City. In the event of termination, the Consultant shall be paid for work performed to the termination date at the rate set in the agreement; however, the total shall not exceed the guaranteed total maximum. The City shall make the final determination as to the portions of tasks completed and the compensation to be made. 13. STATUS OF THE CONSULTANT The Consultant shall perform the services provided for herein in Consultant's own way as an independent Contractor and in pursuit of Consultant's independent calling, and not as an employee of the City. Consultant shall be under control of the City only as to the result to be accomplished and the personnel assigned to the project, but shall consult with the City as provided for in the request for proposal. 14. CONFORMITY TO LEGAL REQUIREMENTS The Consultant shall cause all documents to conform to all applicable requirements of law: Federal, State, and local. - 7 - Consultant shall provide all necessary supporting documents, to be filed with any agencies whose approval is necessary. 15. OWNERSHIP OF DOCUMENTS All documents, reports, and studies as herein required are the property of the City, whether the work for which they are made be executed or not. In the event this Contract is terminated, all documents, reports, and studies shall be delivered forthwith to the City. Consultant shall have the right to make one (1) copy of the documents for his/her records. 16. HOLD HARMLESS AGREEMENT The City, its agents, officers, and employees shall not be liable for any claims, liabilities, penalties, fines, or any damage to goods, properties, or effects of any person whatever, nor for personal injuries or death caused by, or resulting from, or claimed to have been caused by, or resulting from, the performance of work under the contract or from any act or omission of Consultant or Consultant's agents, employees, or representatives. Consultant agrees to defend, indemnify, and save free and harmless the City and its authorized agents, officers, and employees against any of the foregoing liabilities or claims of any kind and any cost and expense that is incurred by the City on account of any of the foregoing liabilities, including liabilities or claims by reason of the performance of work under this contract, unless the liability or claim arises out of, or is due solely to the City's negligence. The Contractor shall carry insurance naming the City as an additional insured coverinig the liabilities stated in this - 8 - paragraph. The insurance shall be in an amount of not less than $1 million per occurrence and shall contain a waiver of any rights the insurer may have to subrogate against the City. 17. ASSIGNMENT OF CONTRACT The Consultant shall not assign this Contract or any part thereof or any monies due thereunder without the prior written consent of the City. 18. SUBCONTRACTING If the Consultant shall subcontract any of the work to be performed under this Contract by the Consultant, Consultant shall be fully responsible to the City for the acts and omissions of Consultant's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this Contract shall create any contractual relationship between any subcontractor of Consultant and the City. The Consultant shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this Contract applicable to Consultant's work unless specifically noted to the contrary in the subcontract in questions approved in writing by the City. 19. PROHIBITED INTEREST No official of the City who is authorized in such capacity on behalf of the City to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approving of any consultant Contractor, or any subcontractor in connection with the required services, shall become directly or indirectly - 9 - interested personally in this Contract or in any part thereof. No officer, employee, attorney, or engineer of or for the City who is authorized in such capacity and on behalf of the City to exercise any executive, supervisory, or other similar functions in connection with the performance of this Contract shall become directly or indirectly interested personally in this Contract or any part thereof. 20. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the City, either before, during, or after the execution of this Contract, shall affect or modify any of the terms or obligations herein contained nor such verbal agreement or conversation entitle the Consultant to any additional payment whatsoever under the terms of this Contract. 21. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 16, "Hold Harmless Agreement," all terms, conditions, and provisions hereof shall insure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. - 10 - 22. CONFLICT OF INTEREST Unless exempted from the disclosure requirements by the City of Carlsbad Conflict of Interest Code, the Consultant shall file a Conflict of Interest Statement with the City Clerk of hte City of Carlsbad in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. IN WITNESS WHEREOF, we have hereunto set our hands and seals. WILLIAMS-KUEBELBECK & CITY OF CARLSBAD ASSOCIATES, INC. CLAUDE A. LEWIS, Mayor Title APPROVED AS TO FORM:ATTESTED: VINCENT F. BIONDO, JR. , City Attorney ALETHA L. RAUTENKRANZ, City Clerk