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HomeMy WebLinkAboutHennessey & Hennessey, LLC - 2009-06-30Ij CONTRACTS SUBMITTALOO 10 P1�l 2: 57 c CITY CLERK'S OFFICE., To: JOAN FLYNN, City Clerk Name of Contractor: Hennessey & Hennesey, LLC Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake —Huntington Central Park On -Call Appraisal Services Amount of Contract: $25,000.00 Copy of contract distributed to: The original insurance certificate/waiver distributed ❑ Initiating Dept. ❑ to Risk Management Finance Dept. ❑ ORIGINAL bonds sent to Treasurer ❑ Date: _ / `� / 9 Na a/Extension City Attorney's Office G:AttyMisc/Contract Forms/City Clerk Transmittal 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 29 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND Hennessey & Hennessey LLC FOR on -call Real Estate Appraisal Services Table of Contents Scopeof Services.....................................................................................................I CityStaff Assistance................................................................................................2 Term; Time of Performance.....................................................................................2 Compensation..........................................................................................................2 ExtraWork...............................................................................................................2 Methodof Payment..................................................................................................3 Disposition of Plans, Estimates and Other Documents...........................................3 HoldHarmless.........................................................................................................3 Professional Liability Insurance.............................................................................4 Certificate of Insurance............................................................................................5 IndependentContractor............................................................................................6 Terminationof Agreement.......................................................................................6 Assignment and Delegation......................................................................................6 Copyrights/Patents...................................................................................................7 City Employees and Officials..................................................................................7 Notices.........................................................................................7 Consent....................................................................................................................8 Modification.............................................................................................................8 SectionHeadings.....................................................................................................8 Interpretation of this Agreement..............................................................................8 DuplicateOriginal....................................................................................................9 Immigration...............................................................................................................9 Legal Services Subcontracting Prohibited................................................................9 Attorney's Fees..........................................................................................................10 Survival...............................................:.....................................................................10 GoverningLaw.........................................................................................................10 Signatories.................................................................................................................10 Entirety......................................................................................................................10 EffectiveDate................................................................................. I I PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND Hennessey C. Aonnoccov T.T.( FOR on -call Real Estate Appraisal Services THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY, and Hennessey & Hennessey , a Limited Liability Co. hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to perform on -call real estate appraisal services ;and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: I. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the 'PROJECT." CONSULTANT hereby designates Sharon Hennessey who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. agree/surfnet/professional svcs to $49 l z-07 1 of l 1 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on June 30 , 20og (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than 36 months from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed twenty five thousand Dollars ($ 25,000.00 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such agree/surfnet/professional svcsto $49 12-07 2 of I I work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS, ESTIMATES AND OT14ER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without. limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are agree/surfnet/professional svcs to $49 12-07 3 of I I applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above -mentioned insurance shall not contain a self -insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims -made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to agree/surfnet/professional svcs to $49 12-07 4 of 11 forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURAN Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. agree/surfnet/professional svcs to $49 12-07 5 of 11 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all .finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. agree/surfnet/professional svcs to $49 12-07 6 of 11 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: TO CITY: City of Huntington Beach ATTN: Chris Davis 2000 Main Street Huntington Beach, CA 92648 agree/surfnet/professional svcsto $49 12-07 7 of 11 TO CONSULTANT: Hennessey & Hennessey LLC ATTN: Sharon Hennessey 17602 Seventeenth St Suite 102 Tustin, CA 92780 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as agree/surfnet/professional svcs to $49 1 z-07 8 of 11 to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. agree/surfnet/professional svcsto $49 12-07 9 of 11 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing parry shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. CONSULTANT'S initials 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's agree/surfnet/professional Svcs to $49 12-07 10 of 11 behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. CONSULTANT, �6fic - L� L C PANY NAME B: Sh'Vbnflunnf_�S�bev print name ITS: (circle one) Chairman/PresidenWice P esident AND LINE print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary — Treasurer agree/surfnet/professional svcsto $49 1 z-07 11 of l 1 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California 'A/6t,:�5 Director/Chief (Pursuant To KBMC §3.03.100) PPROVED AS TO FORM: -1 �' —N" $� \A'_� City Attorney Date 2� - 5 ' 69 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) The Consultant will prepare real estate appraisals as needed by the Planning Department for purposes of determining the Park in -lieu fee per chapter Chapter 254.08 of the Huntington Beach Zoning and Subdivision Ordinance. Appraisals shall be prepared by a qualified Real Estate Professional with a rating of MAI or higher. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: Upon request from the City, Consultant shall prepare formal appraisal report in accordance with the Uniform Standards of Professional Appraisal Practice. C. CITY'S DUTIES AND RESPONSIBILITIES: 1. City will provide requisite documents as needed and in a timely manner D. WORK PROGRAM/PROJECT SCHEDULE: To begin upon notification by City. Schedule to be determined. Surfnet Exhibit A EXHIBIT "B" Payment Schedule (Fixed Fee Payment) I. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. Appraiser: $200 per hour Appraisal Assistant: $65 per hour Other Support: $60 per hour 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Surfnet Exhibit B EXHIBIT B Fixed Fee Payment OPERATING AGREEMENT FOR HENNESSEY & HENNESSEY LLC A California. Limited Liability Company THIS OPERATING AGREEMENT (the "Agreement") is made as of January 1, 1999, by and between Joseph A. Hennessey ("JH") and Sharon A. Hennessey ("SH") (collectively sometimes referred to as the "Members" or individually as a "Member"), with reference to the following facts: A. On December 18, 1998, the Members caused to be filed Articles of Organization (the "Articles") for HENNESSEY & HENNESSEY LLC (the "Company"), a limited liability company under the laws of the State of California, with the California Secretary of State. B. The Members desire to adopt and approve an operating agreement for the Company under the Beverly-Killea Limited Liability Company Act (the "Act"). NOW, THEREFORE, the Members by this Agreement set forth the operating agreement for the Company upon the terms and subject to the conditions of this Agreement. ARTICLE I ORGANIZATIONAL MATTERS 1.1 Name. The name of the Company shall be "Hennessey & Hennessey LLC". The Company may conduct business under that name or any other name approved by the Members. 1.2 Term. The term of the Company shall commence as of January 1, 1999 and, unless sooner terminated under Section 9.1, shall terminate on December 31, 2050. 1.3 Office and Agent. The Company shall continuously maintain an office and registered agent in the State of California as required by the Act. The principal office of the Company shall be at 17581 Irvine Boulevard, Suite 108, Tustin, California 92780 or such location as the Members may determine. The registered agent shall be as stated in the Articles or as otherwise determined by the Members. 1.4 Business of the Company. Notwithstanding the purpose of the Company which is described in the Articles, the Company shall not engage in any business other thanthe following without the consent of all of the Members: (a) Real estate appraisal. -1- \\SERVERIIDATA\CORP\516\31487000\Op Agti.doc 1/11/99 (b) Such other activities directly related to the foregoing business as may be necessary or advisable in the reasonable opinion of the Members to further such business. ARTICLE II CAPITAL CONTRIBUTIONS AND MEMBERSHIP INTERESTS 2.1 Capital Contributions. The Members have been operating their real estate appraisal business as a general partnership, Hennessey & Hennessey (the "Partnership"). The Members shall transfer the assets, liabilities, contracts and business of the Partnership to the Company and the Members shall continue their real estate appraisal business as a limited liability company. As such, concurrently herewith, the Members have executed appropriate assignments and other necessary conveyances of the Partnership's assets, liabilities, contracts and business to the Company and the Members' capital accounts in the Partnership shall be carried over to the Company. No further initial capital contributions shall be required of the Members. To the extent any additional capital contributions may be required in the future, such contributions shall be made by the Members in proportion to their Membership Interests unless otherwise agreed by all of the Members. 2.2 Capital Accounts. The Company shall establish and maintain an individual capital account ("Capital Account") for each Member. The Company shall determine and maintain each Capital Account in accordance with Treasury Regulations Section 1.704- 1(b)(2)(iv). The initial Capital Account of each Member shall be carried over from such Member's capital account in the Partnership. Upon a valid transfer of a Member's interest in the Company ("Membership Interest") in accordance with Article VI, such Member's Capital Account shall carry over to the new owner. 2.3 No Interest on Capital Accounts. The Company shall not pay interest on the Capital Accounts of the Members. 2.4 Membership Interests. The Membership Interests of the Company shall be owned as follows: Joseph A. Hennessey 40% Sharon A. Hennessey 60% -2- FACORA516\31487000\Op Agtl.doc 1/11/99 ARTICLE III MEMBERS . 3.1 Admission of Additional Members. Additional Members may be admitted with the approval of all Members. Additional Members will participate in the management, "Net Profits", "Net Losses" (as such terms are defined in Section 5.1), and distributions of the Company on such terms as are determined by the Members. 3.2 Withdrawals or Resignations. Members may withdraw, retire or resign from the Company in accordance with Article VII. ARTICLE IV MANAGEMENT AND CONTROL OF THE COMPANY 4.1 Management and Powers. In entering into this Agreement, the intent of each Member is to be a manager of the Company and to actively engage in the management of the Company. Accordingly, unless otherwise limited by the Articles or this Agreement, each Member shall have authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business, property and affairs. 4.2 Limitations on Power of Members. Notwithstanding any other provisions of this Agreement, no debt -or liability of more than $2,500 may be contracted on behalf of the Company without the approval of the Members and the signature of one Member is required to sign contracts and obligations on behalf of the Company. Additionally, no Member shall have authority to cause the Company to engage in the following transactions without first obtaining unanimous consent of all Members. (a) The sale, exchange or other disposition of all, or substantially all, of the Company's assets occurring as part of a single transaction or plan, or in multiple transactions, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution. (b) The merger of the Company with another limited liability company or corporation, general partnership, limited partnership or other entity (except that any act which would cause a Member to incur personal liability for the obligations of the Company or its successor shall also require the consent of such Member). (c) An alteration of the authorized businesses of the Company as set forth in Section 1.4. -3- 11SERVERI\DATA\CORP\516131487000\Op Agtl.doc 1/11/99 (d) Any act which would make it impossible to carry on the ordinary business of the Company. (e) The confession of a judgment against the Company. (f) Any other transaction described in this Agreement as requiring the approval, consent or vote of the Members. 4.3 Member Approval. No annual or regular meetings of the Members are required to be held. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act. In any instance in which the approval of the Members is required under this Agreement, such approval may be obtained in any manner permitted by the Act. Unless otherwise provided in this Agreement, approval of the Members shall mean unanimous approval of all Members. 4.4 Devotion of Time. Each Member shall devote whatever time or effort as he deems appropriate for the furtherance of the Company's business. 4.5 Competing Activities. No Member shall engage or invest in any activity, that might be in direct competition with the Company's business without the written consent of the other Members which consent shall not be unreasonably withheld. Otherwise, the Members may engage or invest in such noncompeting businesses as each Member may desire without offering to or permitting the Company or other Member to participate in any such noncompeting activity or investment No Member shall be obligated to present any noncompeting investment opportunity to the Company, even if the opportunity is of the character that, if presented to the Company, could be taken by the Company. Each Member shall have the right to hold any noncompeting investment opportunity for his own account or to recommend such opportunity to persons other than the Company. 4.6 Transactions between the Company and the Members. Notwithstanding that it may constitute a conflict of interest, the Members may engage in any transaction with the Company so long as such transaction is not expressly prohibited by this Agreement and so long as the terms and conditions of such transaction, on an overall basis, are fair and reasonable to the Company and are at least as favorable to the Company as those that are generally available from persons capable of similarly performing them or if Members holding a majority of the Membership Interests held by the Members having no interest in such transaction (other than their interests as Members) approve the transaction in writing. -4- F:\CORP\516\31487000\Op Agtl.doe 1/11/99 ARTICLE V ALLOCATIONS OF NET PROFITS AND NET LOSSES AND DISTRIBUTIONS 5.1 Definitions. When used in this Agreement, the following terms shall have the meanings set forth below: "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, the provisions of succeeding law, and to the extent applicable, the Treasury Regulations. "Company Minimum Gain" shall have the meaning ascribed to the term "Partnership Minimum Gain" in the Treasury Regulations Section 1.704-2(d). "Member Nonrecourse Debt" shall have the meaning ascribed to the term "Partner Nonrecourse Debt" in Treasury Regulations Section 1.704-2(b)(4). "Member Nonrecourse Deductions" shall mean items of Company loss, deduction, or Code Section 705(a)(2)(B) expenditures which are attributable to Member Nonrecourse Debt. "Net Profits" and "Net Losses" shall mean the income, gain, loss, deductions, and credits of the Company in the aggregate or separately stated, as appropriate, determined in accordance with the method of accounting at the close of each fiscal year employed on the Company's information tax return filed for federal income tax purposes. "Nonrecourse Liability" shall have the meaning set forth in Treasury Regulations Section 1.752-1(a)(2). "Treasury Regulations" shall mean the final or temporary regulations that have been issued by the U.S. Department of Treasury pursuant to its authority under the Code, and any successor regulations. 5.2 Allocations of Net Profit and Net Loss. (a) Net Loss. Net Loss shall be allocated to the Members in proportion to their Membership Interests. Notwithstanding the previous sentence, loss allocations to a Member shall be made only to the extent that such loss allocations will not create a deficit Capital Account balance for that Member in excess of an amount, if any, equal to such Member's share of Company Minimum Gain that would be realized on a foreclosure of the Company's property. Any loss not allocated to a Member because of the foregoing provision shall be allocated to the other Members (to the extent the other Members are not limited in respect of the allocation of losses under this Section 5.2A). Any loss reallocated under this Section 5.2A shall be taken into account in computing subsequent allocations of income and losses pursuant to this Article V, so that the net amount of any item so allocated and the income and losses allocated to -5- BCORM 16\31487000\Op Agtl .doc 1/11199 each Member pursuant to this Article V, to the extent possible, shall be equal to the net amount that would have been allocated to each such Member pursuant to this Article V if no reallocation of losses had occurred under this Section 5.2A. (b) Net Profit. Net Profit shall be allocated to the Members in proportion to their Membership Interests. 5.3 Special Allocations. Notwithstanding Section 5.2, (a) Minimum Gain Char ea back. If there is a net decrease in Company Minimum Gain during any fiscal year, each Member shall be specially allocated items of Company income and gain for such fiscal year (and, if necessary, in subsequent fiscal years) in an amount equal to the portion of such Member's share of the net decrease in Company Minimum Gain that is allocable to the disposition of Company property subject to a Nonrecourse Liability, which share of such net decrease shall be determined in accordance with Treasury Regulations Section 1.704-2(g)(2). Allocations pursuant to this Section 5.3A shall be made in proportion to the amounts required to be allocated to each Member under this Section 5.3A. The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.3A is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Chargeback of Minimum Gain Attributable to Member Nonrecourse Debt. If there is a net decrease in Company Minimum Gain attributable to a Member Nonrecourse Debt, during any fiscal year, each member who has a share of the Company Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) shall be specially allocated items of Company income and gain for such fiscal year (and, if necessary, in subsequent fiscal years) in an amount equal to that portion of such Member's share of the net decrease in Company Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt (which share of such net decrease shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(5)). Allocations pursuant to this Section 5.3B shall be made in proportion to the amounts required to be allocated to each Member under this Section 5.313. The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 5.313 is intended to comply with the minimum gain chargeback requirement contained in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions. Any nonrecourse deductions (as defined in Treasury Regulations Section 1.704-2(b)(1)) for any. fiscal year or other period shall be specially allocated to the Members in proportion to their Membership Interests. (d) Member Nonrecourse Deductions. Those items of Company loss, deduction, or Code Section 705(a)(2)(B) expenditures which are attributable to Member -6- FACORPN516\31487000\op Agtl.doc 1/11/99 Nonrecourse Debt for any fiscal year or other period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such items are attributable in accordance with Treasury Regulations Section 1.704-2(i). (e) Qualified Income Offset. If a Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704- 1(b)(2)(ii)(d)(4), (5) or (6), or any other event creates a deficit balance in such Member's Capital Account in excess of such Member's share of Company Minimum Gain, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate such excess deficit balance as quickly as possible. Any special allocations of items of income and gain pursuant to this Section 5.3E shall be taken into account in computing subsequent allocations of income and gain pursuant to this Article V so that the net amount of any item so allocated and the income, gain, and losses allocated to each Member pursuant to this Section 5.3E to the extent possible, shall be equal to the net amount that would have been allocated to each such Member pursuant to the provisions of this Article V if such unexpected adjustments, allocations, or distributions had not occurred. 5.4 Code Section 704(c) Allocations. Notwithstanding any other provision in this Article V, in accordance with Code Section 704(c) and the Treasury Regulations promulgated thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value on the date of contribution. Allocations pursuant to this Section 5.4 are solely for purposes of federal, state and local taxes. As such, they shall not affect or in any way be taken into account in computing a Member's Capital Account or share of profits, losses, or other items of distributions pursuant to any provision of this Agreement. 5.5 Distribution of Assets by the Company. Subject to applicable law and any limitations contained elsewhere in this Agreement, Members holding a majority of the Membership Interests may elect from time to time to cause the Company to make distributions of profits or capital. Any distributions of profits shall be made in proportion to the Members' Membership Interests and any distributions of capital shall be made in proportion to the Members' Capital Accounts. ARTICLE VI TRANSFER AND ASSIGNMENT OF INTERESTS 6.1 Transfer and Assignment of Interests. No Member shall be entitled to transfer, assign, convey, sell, encumber or in any way alienate all or any part of his Membership Interest (collectively, "transfer") except as expressly provided herein or with the prior approval of all Members, which approval may be given or withheld in the sole discretion of the Members. -7- FACORP\516\31487000\Op Agd.doc 1/11/99 6.2 Substitution of Members. A transferee of a Membership Interest shall have the right to become a substitute Member only if (i) consent of the Members is given in accordance with Section 6.1, (ii) such person executes an instrument satisfactory to the Members accepting and adopting the terms and provisions of this Agreement, and (iii) such person pays any reasonable expenses in connection with his admission as a new Member. The admission of a substitute Member shall not release the Member who assigned the Membership Interest from any liability that such Member may have to the Company unless agreed to unanimously by the other Members. 6.3 Transfers in Violation of this Agreement and Transfers of Partial Membership Interests. Upon a transfer in violation of this Article VI, the transferee shall have no right to vote or participate in the management of the Company or to exercise any rights of a Member. Such transferee shall only be entitled to receive the share of the Company's Net Profits, Net Losses and distributions of the Company's assets to which the transferor would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the remaining Members, a transfer in violation of this Article VI would cause the termination of the Company under the Code, in the sole discretion of the remaining Members, the transfer shall be null and void. ARTICLE VII CONSEQUENCES OF DISSOLUTION EVENTS AND TERMINATION OF MEMBERSHIP INTEREST 7.1 Dissolution Event. Upon the occurrence of the death, withdrawal, resignation, retirement, insanity, bankruptcy or dissolution of any Member ("Dissolution Event"), the Company shall dissolve unless all of the remaining Members ("Remaining Members") consent within ninety (90) days of the Dissolution Event to the continuation of the business of the Company. If the Remaining Members so consent, the Company and/or the Remaining Members shall have the right to purchase, and if such right is exercised, the Member (or his legal representative) whose actions or conduct resulted in the Dissolution Event ("Former Member") shall sell, the Former Member's Membership Interest ("Former Member's Interest") as provided in this Article VII. 7.2 Purchase Price. The purchase price for the Former Member's Interest shall be the fair market value of the Former Member's Interest as determined by an independent appraiser acceptable to the Former Member and the Remaining Members. Notwithstanding the foregoing, if the Dissolution Event results from a breach of this Agreement by the Former Member, the purchase price shall be reduced by an amount equal to the damages suffered by the Company or the Remaining Members as a result of such breach. If the Remaining Members disagree with the fair market value as determined by appraisal, the Remaining Members may elect to dissolve the Company. -8- FACORM516131487000\Op Agtl.doc 1/11/99 7.3 Purchase of Interest. Within thirty (30) days after the fair market value of the Former Member's Interest has been determined in accordance with Section 7.2, the Remaining Members shall notify the Former Member in writing of their desire to purchase the Former Member's Interest or dissolve the Company. The failure of the Remaining Member to submit a notice within the applicable period shall constitute an election on the part of the Remaining Members to dissolve the Company. If the Remaining Members elect to purchase the Former Member's Interest, they shall do so in the same proportion that the Membership Interest of each Remaining Member bears to the aggregate of the Membership Interests of all of the Remaining Members electing to purchase the Former Member's Interest. 7.4 Payment of Purchase Price. If the Remaining Members elect to purchase the Former Member's Interest, the Remaining Members shall pay at the closing one-third (1/3) of the purchase price and the balance of the purchase price shall be paid in twenty-four (24) equal consecutive monthly principal installments, plus accrued interest, and be payable on or before the first day of each month following the date of the closing. The unpaid principal balance shall accrue interest at the current applicable prime rate plus 2% for the month in which the initial payment is made, but the Remaining Members shall have the right to prepay in full or in part at any time without penalty. The obligation of each purchasing Remaining Member to pay its portion of the balance due shall be evidenced by a separate promissory note executed by the respective purchasing Remaining Member. Each such promissory note shall be in an original principal amount equal to the portion owed by the respective purchasing Remaining Member. The promissory note executed by each purchasing Remaining Member shall be secured by a pledge of that portion of the Former Member's Interest purchased by such Remaining Member. The closing of such purchase shall be within sixty (60) days following the election to purchase the Former Member's Interest. ARTICLE VIII ACCOUNTING, RECORDS, REPORTING BY MEMBERS 8.1 Books and Records. The books and records of the Company shall be kept on a calendar year accrual basis and in accordance with the accounting methods followed for federal income tax purposes. The Company shall maintain at its principal office in California all of the following: A. A current list of the full name and last known business or residence address of each Member set forth in alphabetical order, together with the capital contributions, capital account and Membership Interest of each Member; B. A copy of the Articles and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which the Articles or any amendments thereto have been executed; -9- FACORP\516\31487000\Op Agtl.doc 1/11/99 C. Copies of the Company's federal, state, and local income tax or information returns and reports, if any, for the six (6) most recent taxable years; D. A copy of this Agreement and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments thereto have been executed; E. Copies of the financial statements of the Company, if any, for the six (6) most recent fiscal years; and F. The Company's books and records as they relate to the internal affairs of the Company for at least the current and past four (4) fiscal years. 8.2 Reports. The Company shall cause to be filed, in accordance with the Act, all reports and documents required to be filed with any governmental agency. The Company shall cause to be prepared at least annually information concerning the Company's operations necessary for the completion of the Members' federal and state income tax returns. The Company shall send or cause to be sent to each Member within ninety (90) days after the end of each taxable year (i) such information as is necessary to complete the Members' federal and state income tax or information returns and (ii) a copy of the Company's federal, state, and local income tax or information returns for the year. 8.3 Bank Accounts. The Members shall maintain the funds of the Company in one or more separate bank accounts in the name of the Company, and shall not permit the funds of the Company to be commingled in any fashion with the funds of any other person. Any Member, acting alone, is authorized to endorse checks, drafts, and other evidences of indebtedness made payable to the order of the Company, but only for the purpose of deposit into the Company's accounts. All checks, drafts, and other instruments obligating the Company to pay money may be signed by any one Member, acting alone, or by any other person designated by the Members. 8.4 Tax Matters for the Company. Sharon A. Hennessey is designated as "Tax Matters Partner" (as defined in Code Section 6231), to represent the Company (at the Company's expense) in connection with all examination of the Company's affairs by tax authorities and to expend Company funds for professional services and costs associated therewith. ARTICLE I% DISSOLUTION AND WINDING UP 9.1 Conditions of Dissolution. The Company shall dissolve upon the occurrence of any of the following events: -10- FACOM516\31487000\Op Agtl.doc 1/11/99 A. Upon the happening of any event of dissolution specified in the Articles; B. Upon the entry of a decree of judicial dissolution pursuant to Section 17351 of the Corporations Code; C. Upon the vote of Members holding at least seventy-five percent (75%) of the Membership Interests; D. The occurrence of a Dissolution Event and the failure of the Remaining Members to continue the business of the Company as provided in Article VII. E. The sale of all or substantially all of the assets of Company. 9.2 Winding Up. Upon the dissolution of the Company, the Company's assets shall be disposed of and its affairs wound up. The Company shall give written notice of the commencement of the dissolution to all of its known creditors. 9.3 Order of Payment of Liabilities Upon Dissolution. After determining that all the known debts and liabilities of the Company have been paid or adequately provided for, the remaining assets shall be distributed to the Members in accordance with their positive capital account balances, after taking into account income and loss allocations for the Company's taxable year during which liquidation occurs. 9.4 Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, each Member shall be entitled to look only to the assets of the Company for the return of his positive Capital Account balance and shall have no recourse for his Capital Contribution and/or share of Net Profits against any other Member except as provided in Article X. 9.5 Certificates. The Company shall file with the California Secretary of State a Certificate of Dissolution upon the dissolution of the Company and a Certificate of Cancellation upon the completion of the winding up of the Company's affairs. ARTICLE B INDEMNIFICATION 10.1 Indemnification of Agents. The Company shall indemnify any Member and may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a Member, officer, employee or other agent of the Company or that, being or having been such a -11- FACOM516\31487000\Op Agtl.doc 1/11/99 Member, officer, employee or agent, he is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. ARTICLE %I [INTENTIONALLY OMITTED] ARTICLE %II MISCELLANEOUS 12.1 (Intentionally Omitted.] 12.2 Complete Agreement. This Agreement and the Articles constitute the complete and exclusive statement of agreement among the Members with respect to the subject matter herein and therein and replace and supersede all prior written and oral agreements among the Members. To the extent that any provision of the Articles conflict with any provision of this Agreement, the Articles shall control. 12.3 Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and inure to the benefit of the Members, and their respective successors and assigns. 12.4 Interpretation. All pronouns shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the context in which they are used may require. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the interpretation of any provision of this Agreement. Numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement unless otherwise expressly stated. In the event any claim is made by any Member relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular Member or his counsel. 12.5 Jurisdiction. Each Member hereby consents to the exclusive jurisdiction of the state and federal courts sitting in California in any action on a claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement. Each Member further agrees that personal jurisdiction over him may be effected by service of process by registered or certified mail addressed as provided in Section 12.8 of this Agreement, and that when so made shall be as if served upon him personally within the State of California. -12- FACORP\516\31487000\Op AgH.doe 1/11/99 12.6 Arbitration. Except as otherwise provided in this Agreement, any controversy between the parties arising out of this Agreement shall be submitted to the American Arbitration Association for arbitration in Orange County, California. The costs of the arbitration, including any American Arbitration Association administration fee, the arbitrator's fee, and costs for the use of facilities during the hearings, shall be borne equally by the parties to the arbitration. Attorneys' fees may be awarded to the prevailing or most prevailing party at the discretion of the arbitrator. The provisions of Sections 1282.6, 1283, and 1283.05 of the California Code of Civil Procedure apply to the arbitration. The arbitrator shall not have any power to alter, amend, modify or change any of the terms of this Agreement nor to grant any remedy which is either prohibited by the terms of this Agreement, or not available in a court of law. 12.7 Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid shall not be affected thereby. 12.8 Notices. Any notice to be given or to be served upon the Company or any party hereto in connection with this Agreement must be in writing (which may include facsimile) and will be deemed to have been given and received when delivered to the address specified by the party to receive the notice. Any party may, at any time by giving five (5) days' prior written notice to the other Members, designate any other address in substitution of the foregoing address to which such notice will be given. 12.9 Amendments. All amendments to this Agreement will be in writing and signed by all of the Members. 12.10 Multiple Counterparts. This Agreement may be executed in two or more coun- terparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 12.11 Attorney Fees. In the event that any dispute between the Company and the Members or among the Members should result in litigation or arbitration, the prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorneys' fees and expenses, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorney fees and costs incurred in enforcing such judgment and an award of prejudgment interest from the date of the breach at the maximum rate allowed by law. For the purposes of this Section: (a) attorney fees shall include, without limitation, fees incurred in the following: (1) post judgment motions; (2) contempt proceedings; (3) garnishment, levy, and debtor and third party examinations; (4) discovery; and (5) bankruptcy litigation and (b) prevailing party shall mean the party who is determined in the proceeding to have prevailed or who prevails by dismissal, default or otherwise. -13- FACORP\516\31487000\Op Agtl.doe 1/11/99 12.12 Remedies. The remedies under this Agreement are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled. 12.13 Consent of Spouse. Within ten (10) days after any individual becomes a Member or a Member marries, such Member shall have his or her spouse execute a consent substantially in the form attached to this Agreement. IN WITNESS WHEREOF, all of the Members of HENNESSEY & HENNESSEY LLC, a California Limited Liability Company, have executed this Agreement, effective as of the date written above. �-�f I l.W/ u Y l VI w j V SHARON A. HENNESSEY -14- FACORM516\31487000\Op Agtl.doc 1/11/99 CONSENT OF SPOUSE The undersigned spouse(s) of the parties to the foregoing Operating Agreement acknowledge(s) on his or her own behalf that: I have read the foregoing Operating Agreement and I know its contents. I am aware that the Operating Agreement grants the Company and/or the other Members an option to purchase all of his or her Membership Interest, including my community interest (if any) in it. I hereby consent to the provisions of the Operating Agreement and agree that such Membership Interest and my interest in it are subject to the provisions of the Operating Agreement and that I will take no action at any time to hinder operation of the Operating Agreement on such Membership Interest or my interest in it. Dated: /'---%-Z- i -15- FACOM5l6\31487000\Op ABtl.doe 1/11/99 CERTIFICATE OF INSURANCE Producer: Issue Date: 06/17/2009 This Certificate is issued as a matter of information only and LIABILITY INSURANCE ADMINISTRATORS confers no rights upon the Certificate Holder. This Certificate P.O. Box 1319 does not amend, extend or alter the coverage afforded by the Santa Barbara, CA 93102-1319 policy below. Insured: 115805 COMPANY AFFORDING COVERAGE HENNESSEY & HENNESSEY, LLC 17962 Weston Place Liberty Insurance Underwriters, Inc. Tustin, CA 92780 Fax Number: 714-730-0221 Authorized Representative This is to certify that the policy of insurance listed below has been issued to the Insured named above for the policy period indicated. Notwithstanding any requirement, term of condition of any contract or other document with respect to which this Certificate may be issued or may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions and conditions of such policy. Limits shown may have been reduced by paid claims. TYPE OF INSURANCE POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE LIMITS Professional Liability LIU000069-008 11/01/2008 11/01/2009 Each Claim $ 1000000 General Aggregate $ 2000000 AP ED A TOF�t JE IFER McQ TJ 11,City rney g%/ olo9 Description of Operations/Locations/Special Items: REAL ESTATE APPRAISERS PROFESSIONAL LIABILITY INSURANCE Certificate Holder: Cancellation: City of Huntington Beach Should the above described policy be cancelled before the Attn: Chris Davis expiration date thereof, the issuing Company will endeavor to 2000 Main Street mail 30 days notice, except 10 days notice for nonpayment of Huntington Beach, CA 92648 premium, to the certificate holder named to the left. However, failure to mail such notice shall impose no obligation or liabilit of any kind upon the Company, its agents or representatives. LIA0001 (11/97) 1. Date: 7/14/2009 CITY OF HUNTINGTON BEACH Professional Service Contracts Purchasing Certification 2. Contract Number: PLN 0f eOd %' D 3. Department: Planning 4. Requested by: Chris Davis 5. Name of consultant: Hennessey & Hennessey 6. Attach the written statement of the specification, conditions, and other requirements for the requested services provided to solicited consultants. On -call real estate appraisal services 7. Amount of the contract: $25,000 8. Are sufficient funds available to fund this contract?' ® Yes ❑ No 9. Is this contract generally described on the list of professional service contracts approved by the City Council?' ® Yes ❑ No / 10. Business Unit and Object Code where funds are budgeted: 10060201.69365 ;✓ 11. Is this contract less than $50,000? ® Yes ❑ No 12. Does this contract fall within $50,000 and $100,000? ❑ Yes ® No 13. Is this contract over $100,000? ❑ Yes ® No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to contract.) 14. Were formal written proposals requested from at least three available qualified consultants? ❑ Yes ® No 15. Attach list of consultants from whom proposals were requested (including a contact telephone number). Contract under $30,000; previous experience working with this consultant 16. Attach proposed scope of work. see Exhibit "A" 17. Attach proposed payment schedule. see Exhibit "B" partm nt ead Signature 1. If the answer to this question is "No," the contract will require approval from the City Council.