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HomeMy WebLinkAboutMINUTES - 06041996 - C72 TO: BOARD OF SUPERVISORS FROM: Victor J. Westman, County Counsel By: Dennis C. Graves, Deputy DATE: May 23, 1996 SUBJECT: Approve contract for professional services SPECIFIC REQUEST(S) OR RECOMMENDATIONS) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS Approve a contract for professional services with Baker and I O'Brien, Inc . and authorize the Chair to sign the Agreement. FISCAL IMPACT The costs of the contract will be paid out of State funds already allocated for this purpose, so there will be no cost . to the County. If the contract is not approved, there is a greatly increased possibility of very significant but presently unquantifiable impact due to adverse decisions by the Assessment Appeals Board on large pending valuation disputes. BACKGROUND/REASONS FOR RECOMMENDATIONS This Agreement is to retain professional services of Baker and O'Brien, Inc . to assist the County the in the highly specialized area of oil refinery valuation. Several large refinery valuations are in dispute before the Assessment Appeals Board and this Agreement will provide highly specialized expert assistance on appraisals for the first of those disputes . The expert assistance is required because the income approach valuation of refineries involves highly specialized knowledge which exists only with refiners or consulting firms specializing in the refining business . CONTINUED ON ATTACHMENT: YES SIGNATURE RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S) - ACTION OF BOARD ON 4 _ X99 6 APPROVED AS RECOMMENDED X _ OTHER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A UNANIMOUS (ABSENT) TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Orig: County Counsel ATTEST ��'`""� 4, 9910 cc. PHIL BATCHELOR, CLERK OF THE .BOARD OF SUPERVISORS AND COUNTY ADMINISTRATOR -19 I DEPUTY CONTACT:Dennis Graves BY Deputy County Counsel cc: Assessor CONTRACT FOR PROFESSIONAL SERVICES (Government Code Section 31000) Baker and O'Brien, Incorporated ("Consultant") and the Board of Supervisors of Contra Costa County on behalf of the County Counsel of Contra Costa County ("Counsel" or"County") agree as follows: 1. Assessment appeals are filed, or are expected to be filed, for valuations of the taxable property of the Shell Oil Martinez refinery as of the valuation dates March 1, 1994, March 1, 1995 and March 1, 1996. Counsel desires to retain specialized consulting appraisal services to defend such appeals. 2. Consultant is specially qualified to perform such services. 3. The "Specification For Consultants Interested in Contracting With the County of Contra Costa County for Property Taxation Appraisal of Shell Oil Martinez Refinery", dated May 16, 1996, ("Specification" or the "Work"), is incorporated in full as a part of this contract. Consultant agrees to perform so much of the services set forth in the Specification as County may request, in accordance with the time schedules set forth in the Specification. Such work may include(but is not limited to): 1) Complete appraisals of the value for the Shell Oil Martinez Refinery and any related properties adjacent thereto as of the lien dates (March 1) for the 1994-5, 1995-6 and 1996-7 tax years under the applicable California property taxation standards set forth_in the Specification. This shall be Phase One of the Work. 2) Evaluate the appraisal Shell submits, and assist in any way County deems appropriate to counter the Shell appraisal. Subject to direction of Counsel, assist in defending Appraiser's appraisal before the Assessment Appeals Board and, if County deems necessary, the courts. This shall be Phase Two of the Work. 4. Consultant shall submit monthly invoices for the Work performed the preceding month, showing: a. The phase of the Work (Phase One or Phase Two). 1 I I +` 7,Z b. The task or general category of services performed by Consultant and any consultant, subcontractor or other person retained by Consultant, the names or positions of the individuals performing the service, and the hours, hourly rates and extended totals. c. The costs incurred in performing the Work (faxing, copying, word- processing, etc.). 5. Rates: a. The hourly rates for Consultant's personnel shall be as follows: 1) Professional appraisal staff: $210/hour 2) Analysts and paraprofessionals: $95/hour 3) Support and Other, by category: No charges b. The hourly rates for any consultant, subcontractor or other person retained by Consultant shall be those charged to Consultant by such consultant, subcontractor or other person. c. The payment limit for all Work to be performed under this Agreement is $500,000, with the payment limit for Phase One being $250,000 and the payment limit for Phase Two being $250,000. 6. Consultant shall remain an independent contractor and not become an agent or employee of Counsel or the County. 7. Notwithstanding that County agrees to pay Consultant the charges incurred by Consultant for consultants, subcontractors or other persons that Consultant may retain to assist with the Work, Consultant will be solely responsible for retaining and paying any such consultant, subcontractor or other person and for the Work product that any such consultant, subcontractor or other person produces for Consultant. Further, Consultant agrees that: 1) Any such consultant, subcontractor or other person shall not be deemed an agent, employee or subcontractor of Counsel or County. 2) Neither Counsel nor the County will contract with or be liability to any such consultant, subcontractor or other person, and such consultant, 2 subcontractor or other person shall not be deemed a third party beneficiary of this Agreement. 8. Upon approval of the County's agent for administering this Agreement, County agrees to pay such invoices within one month. Such invoices shall be charged to and paid from Account Number 1600-2310. 9. This Agreement will commence on the date signed by both parties and, unless terminated by Counsel under Paragraph 10, below, shall continue until the Work is completed. Upon expending $50,000, or any multiple thereof, Consultant and County will jointly review the progress of the Work. 10.Counsel may terminate this Agreement for any reason at anytime. Upon payment of invoices for the Work, costs and expenses accrued at time of termination, Consultant agrees to deliver to Counsel all documentation relating to the Work then completed. 11. The right to receive payment hereunder may not be assigned without prior written consent of Counsel. 12. Consultant and any consultants, subcontractors or other persons Consultant may retain to assist with the Work shall maintain the confidentiality of proprietary information and information that is confidential under Revenue- and Taxation Code Sections 408 and 451 or other California law, when such information is provided by Shell to Counsel or the Assessor or directly to Consultant in the course of the Work performed hereunder. 13.When performing the Work hereunder, Consultant will not engage in any employment or activity that would conflict with its responsibilities to the County under this Agreement, including (but not limited to) working for another client whose interests may be adverse to the interests of the County relating to this Agreement. 14.The appraisals and associated documents produced by Consultant pursuant to this Agreement shall be the property of County, which shall have the sole right to distribute or otherwise use such documents. Consultant may keep copies of any such documents, subject to maintaining the confidentiality of the documents as specified in this Agreement. Consultant recognizes that i 3 • cooperation with Counsel and the Assessor's representatives is necessary, particularly when preparing for an Assessment Appeals.Board or Court hearing, and agrees to provide any data or work product related to the Work to Counsel or the Assessor's representatives upon request by Counsel or the Assessor's representative designated by Counsel 15. Consultant shall indemnify, defend and hold harmless Counsel and the County, and its officers, agents and employees from any loss, unauthorized disclosure, errors and omissions, claim, damage, injury or other liability arising out of, or in connection with, the performance of this Agreement by Contractor and/or its agents., employees, consultants or sub-contractors, excepting only loss, injury, or damage caused solely by the acts or omissions of Counsel or the County or their officers, agents or employees. 16. At no cost to County, Consultant shall maintain insurance to cover the risks specified in Paragraph 15, above, which shall include: a. Workers' Compensation Insurance as required by applicable State law. b. Comprehensive or Commercial General Liability Insurance, also known as Business Pursuits Liability Insurance, including coverage for blanket contractual liability, broad form property damage and owned and non-owned vehicles, with a minimum combined single limit coverage of$300,000 for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof, arising out of each accident or occurrence, and naming County, its board, officers and employees as additional insureds. Before the first payment is due under this Agreement, Consultant shall provide a certificate of insurance as evidence of such coverage in a form satisfactory to Counsel, including a requirement of 30 days written notice to County of policy lapse, cancellation or material change in coverage. c. Automobile liability insurance in an amount no less than $100,000/$300,000/$50,000 or a minimum of$300,000 combined single limit. 17.Unless Consultant is notified otherwise, County's agent for administering this Agreement will be the Deputy County Counsel approving this Agreement as to form. 4 ` • 18.This Agreement is subject to and shall be interpreted under the law of the State of California. Approved as to form: Dennis C. Graves, Deputy County Counsel Dated: May , 1996 Dated: May22, 1996 Contra Costa County Consultant By: By: � - Chair, 8o6rd of Supervisors Title: Taxpayer ID No. c '2'4(04053 csefexcon.doc-6 5 C CONTRACT FOR PROFESSIONAL SERVICES (Government Code Section 31000) Baker and O'Brien, Incorporated ("Consultant") and the Board of Supervisors of Contra Costa County on behalf of the County Counsel of Contra Costa County ("Counsel" or "County") agree as follows: 1. Assessment appeals are filed, or are expected to be filed, for valuations of the taxable property of the Shell Oil Martinez refinery as of the valuation dates March 1, 1994, March 1, 1995 and March 1, 1996. Counsel desires to retain specialized consulting appraisal services to defend such appeals. 2. Consultant is specially qualified to perform such services. 3. The "Specification For Consultants Interested in Contracting With the County of Contra Costa County for Property Taxation Appraisal of Shell Oil Martinez Refinery", dated May 16, 1996, ("Specification" or the "Work"), is incorporated in full as a part of this contract. Consultant agrees to perform so much of the services set forth in the Specification as County may request, in accordance with the time schedules set forth in the Specification. Such work may include (but is not limited to): 1) Complete appraisals of the value for the Shell Oil Martinez Refinery and any related properties adjacent thereto as of the lien dates (March 1) for the 1994-5, 1995-6 and 1996-7 tax years under the applicable California property taxation standards set forth,in the Specification. This shall be Phase One of the Work. 2) Evaluate the appraisal Shell submits, and assist in any way County deems appropriate to counter the Shell appraisal. Subject to direction of Counsel, assist in defending Appraiser's appraisal before the Assessment Appeals.Board and, if County deems necessary, the courts. This shall be Phase Two of the Work. 4. Consultant shall submit monthly invoices for the Work performed the preceding month, showing: a. The phase of the Work (Phase One or Phase Two). 1 I b. The task or general category of services performed by Consultant and any consultant, subcontractor or other person retained by Consultant, the names or positions of the individuals performing the service, and the hours, hourly rates and extended totals. c. The costs incurred in performing the Work (faxing, copying, word- processing, etc.). 5. Rates: a. The hourly rates for Consultant's personnel shall be as follows: 1) Professional appraisal staff: $210/hour 2) Analysts and paraprofessionals: $95/hour 3) Support and Other, by category: No charges b. The hourly rates for any consultant, subcontractor or other person retained by Consultant shall be those charged to Consultant by such consultant, subcontractor or other person. c. The payment limit for all Work to be performed under this Agreement is $500,000, with the payment limit for Phase One being $250,000 and the payment limit for Phase Two being $250,000. 6. Consultant shall remain an independent contractor and not become an agent or employee of Counsel or the County. 7. Notwithstanding that County agrees to pay Consultant the charges incurred by Consultant for consultants, subcontractors or other persons that Consultant may retain to assist with the Work, Consultant will be solely responsible for retaining and paying any such consultant, subcontractor or other person and for the Work product that any such consultant, subcontractor or other person produces for Consultant. Further, Consultant agrees that: 1) Any such consultant, subcontractor or other person shall not be deemed an agent, employee or subcontractor of Counsel or County. 2) Neither Counsel nor the County will contract with or be liability to any such consultant, subcontractor or other person, and such consultant, 2 subcontractor or other person shall not be deemed a third party beneficiary of this Agreement: 8. Upon approval of the County's agent for administering this Agreement, County agrees to pay such invoices within one month. Such invoices shall be charged to and paid from Account Number 1600-2310. i 9. This Agreement will commence on the date signed by both parties and, i unless terminated by Counsel under Paragraph 10, below, shall continue until the Work is completed. Upon expending $50,000, or any multiple thereof, Consultant and County will jointly review the progress of the Work. 10.Counsel may terminate this Agreement for any reason at any time. Upon payment of invoices for the Work, costs and expenses accrued at time of termination, Consultant agrees to deliver to Counsel all documentation relating to the Work then completed. 11. The right to receive payment hereunder may not be assigned without prior written consent of Counsel. 12. Consultant and any consultants, subcontractors or other persons Consultant may retain to assist with the Work shall maintain the confidentiality of proprietary information and information that is confidential under Revenue and Taxation Code Sections 408 and 451 or other California law, when such information is provided by Shell to Counsel or the Assessor or directly to Consultant in the course of the Work performed hereunder. 13.When performing the Work hereunder, Consultant will not engage in any employment or activity that would conflict with its responsibilities to the County under this Agreement, including (but not limited to) working for another client whose interests may be adverse to the interests of the County relating to this Agreement. 14.The appraisals and associated documents produced by Consultant pursuant to this Agreement shall be the property of County, which shall have the sole right to distribute or otherwise use such documents. Consultant may keep copies of any such documents, subject to maintaining the confidentiality of the documents as specified in this Agreement. Consultant recognizes that 3 • cooperation with Counsel and the Assessor's representatives is necessary, particularly when preparing for an Assessment Appeals Board or Court hearing, and agrees to provide any data or work product related to the Work to Counsel or the Assessor's representatives upon request by Counsel or the Assessor's representative designated by Counsel. 15. Consultant shall indemnify, defend and hold harmless Counsel and the County, and its officers, agents and employees from any loss, unauthorized disclosure, errors and omissions, claim, damage, injury or other liability arising out of, or in connection with, the performance of this Agreement by Contractor and/or its agents, employees, consultants or sub-contractors, excepting only loss, injury, or damage caused solely by the acts or omissions of Counsel or the County or their officers, agents or employees. 16. At no cost to County, Consultant shall maintain insurance to cover the risks specified in Paragraph 15, above, which shall include: a. Workers' Compensation Insurance as required by applicable State law. b. Comprehensive or Commercial General Liability Insurance, also known as Business Pursuits Liability Insurance, including coverage for blanket contractual liability, broad form property damage and owned and non-owned vehicles, with a minimum combined single limit coverage of $300,000 for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof, arising out of each accident or occurrence, and naming County, its board, officers and employees as additional insureds. Before the first payment is due under this Agreement, Consultant shall provide a certificate of insurance as evidence of such coverage in a form satisfactory to Counsel, including a requirement of 30 days written notice to County of policy lapse, cancellation or material change in coverage. c. Automobile liability insurance in an amount no less than $100,000/$300,000/$50,000 or a minimum of $300,000 combined single limit. 17.Unless Consultant is notified otherwise, County's agent for administering this Agreement will be the Deputy County Counsel approving this Agreement as to form. 4