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HomeMy WebLinkAboutMICHAEL J. FRANCIS & ASSOCIATES61 CONSULTANT AGREEMENT (A/ THIS A /A�14E`NT, made and entered into this lst day of November, 1994, by and between MICHAEL J. FRANCIS & ASSOCIATES, INC. ("Consultant") and the CITY OF SANTA ANA, a municipal corporation, ("City"). W-I-T-N-E-S-S-E-T-H Recitals: A. The City desires to retain a professional firm having special skill and knowledge in the field of appraisal of real property for the following purpose: of preparing a narrative appraisal report of the fair market value of the fee title interest for twenty-four (24) parcels of real property located in the vicinity of Main Street and McFadden Avenue. B. Consultant represents that it is able and willing to provide such services to the City. WHEREFORE, in consideration of their mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties hereto do hereby agree as follows: 1. REPRESENTATIVES AND NOTICE a._ For purposes of implementing this Agreement, the representative of the City shall. be the City Manager of the City and his designated representatives (the "Manager") and the representative of Consultant shall be Michael J. Francis, MAI. Except as may be otherwise stated I hereinafter, such representatives shall have the authority to act on behalf of their respective parties in carrying out the terms of this Agreement. b. Any notice or instrument required to be given or delivered to either party to this Agreement may be delivered by personal delivery or by depositing the same in the United States mail, postage prepaid, addressed to: If to the City: Robert Hoffman Redevelopment & Real Estate Manager City of Santa Ana 20 Civic Center Plaza, M-25 Santa Ana, CA 92701 If to Consultant: Michael J. Francis Michael J. Francis & Associates, Inc. 17632 Irvine boulevard #N Tus7t7i.n- CA-192680 . -- .-- Notice of a change of address shall be delivered in the same manner as any other notice provided herein. Notice by mail shall be effective three days after mailing by the above -described procedure. 2. SCOPE OF SERVICES OF CONSULTANT Consultant agrees to perform, at its own cost and expense except for the compensation specified in this Agreement, the services specified herein. 3. STANDARD OF PERFORMANCE In. undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in the field specified in Recital A of this 2 Agreement, and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in that field, and as further delineated in Exhibit A, attached hereto and made a part hereof by this reference. 4. TIME FOR COMPLETION The services to be performed pursuant to this Agreement shall be completed within one hundred twenty (120) days from the day of notification to proceed from the Manager, subject to extension with the approval of the Manager, which shall not be unreasonably withheld. 5. PERFORMANCE BY THE CITY The City shall provide Consultant with all records in the possession of the City which will be of assistance to Consultant in the performance of this Agreement, 6. COMPENSATION The City agrees to pay, and Consultant agrees to accept as payment for said services, compensation at the rate of Fourteen Thousand Nine Hundred Dollars ($14,900,00), except Litigation -related services provided within twelve months of the date of delivery and acceptance of the appraisal report, shall be charged on the following basis: Testimony: $125,00 per hour Depositions: $125,00 per hour/2 hr. min. Pretrial Conferences: $125.00 per hour Court Stand-by: Same as Testimony 3 If the Litigation services are provided more than twelve (12) months after said delivery and acceptance, the hourly rate shall be in accordance with the then prevailing fees of Michael J. Francis. Payment by the City shall be made within thirty (30) days following receipt of an approved appraisal report. Notwithstanding the foregoing, payment need not be made for work which fails to meet the standard of performance specified in Section 3. 7. INDEMNIFICATION Consultant agrees to indemnify and hold harmless the City, and it's officers and employees, from and against any and all loss or damage, and from any and all suits, actions and claims filed or brought by any person or persons, arising out of the negligent acts or omissions of Consultant or of its subcontractors or of the officers, agents, employees of Consultant or of its subcontractors in the performance of this Agreement. 8. INSURANCE With respect to performance of work under this agreement, CONSULTANT shall maintain and shall require its subcontractors, if any, to maintain insurance as described below: 4 Business automobile liability insurance, or equivalent form, with a combined single limit of not less than One Million Dollars ($1,000,000.00) per occurrence. Such insurance shall include coverage for owned, hired and nonowned automobiles. Consultant shall (a) furnish properly executed certificate of insurance to the Manager prior to commencement of work under this Agreement, which certificates shall clearly evidence all coverages required above and provide that such insurance shalt, not be materially changed or terminated except on thirty (30) days' prior written notice to the City; (b) maintain such insurance from the time work first commences until completion of the work under this Agreement; and (c) replace such certificate for policies expiring prior to completion of work under this Agreement. The Manager may waive or reduce the requirements of this section if and to the extent the Manager determines them to be unreasonably burdensome to the Consultant and not necessary for the protection of the City. 9. TERMINATION OF AGREEMENT This Agreement may be terminated by the Manager upon written notice of termination to Consultant, In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to Consultant's receipt of such notice of termination, subject to the following conditions: 5 a. As a condition of such payment, the Manager may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City, and Consultant consents to the City`s use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in Section 3 of this Agreement. 10. MISCELLANEOUS PROVISIONS a. Consultant covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of services required hereunder. b. By signing this Agreement, Consultant certifies that it does not discriminate in hiring on the basis of race, color, creed, religion sex, age, marital status, national origin, ancestry, physical handicap or medical conditions. c. Consultant shall not assign or transfer any interest in this Agreement, whether by assignment or novation, without the prior written consent of the Director; provided, however, that claims for money due or to become due from the City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval.. Notice of any such assignment or transfer shall be promptly furnished to the Manager. 6 d. Consultant agrees that Consultant is an independent contractor and not an employee of the City of Santa Ana and all Consultant's personnel shall be employees or subcontractors of Consultant and not employees of the City. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. e. Consultant shall not subcontract any of the services required hereunder without written approval of the Manager. f. Consultant reserves the right to effect changes in form or name, including, but not limited to, changes from individual proprietorship, partnership or corporation to any other such form of organization, and likewise reserves the right to add, substitute or delete stockholders, partners, associates and employees. This Agreement shall continue in effect with regard to Consultant under its new form or name without the necessity of any amendment to this Agreement. The Manager shall be promptly notified of any such change in form or name. g. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of this Agreement performed by City personnel or by other consultants retained by the City. h. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 7 i . This Agreement shall be governed by and construed in accordance with the laws of the State of California. j. This Agreement supersedes any and all other agreements either oral or in writing between the parties hereto with respect to the services set forth in Section 2 of this Agreement and contains all the covenants and agreements between the parties with respect thereto. Each party to this Agreement acknowledges that no representation, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, with respect to such services, which are not embodied herein, and that no amendment hereto shall be effective unless set forth in writing, approved by the City Council of the City of Santa Ana, and signed by both the City and Consultant. IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year first above written. APPROVED AS TO FORM: Edward J. Goo City Attorney ATTE%)�`]': I 4no r7117 (10 RBH: j we francis.agt THE CITY OF SANTA ANA Miguel- A, Pulido Mayor MICHAEL J. FRANCIS & ASSOCIATES, INC. Mictia J. cis 0 EXHIBIT A Work product to be completed by consultant or its subcontractor: 1. Original and two (2) copies of each fair -market -value appraisal report. A report may contain any number of properties covered by the contract, 2. Specialists' reports (e.g., soils, engineering) and special component valuations reports (e.g., machinery and equipment) prepared by someone other than the consultant, but hired by the consultant, will be incorporated into the overall fair -market valuation and appraisal report. 3. Tenant/owner occupancy forms for relocation purposes for each property. 4. Business ownership information for each business for possible goodwill valuation purposes. 5. Leasehold valuations when requested. 6. Updated values when requested. 7. Revisions when requested. For the purpose of this appraisal, market value is defined in CCP Section 1263.320 of the California Eminent Domain Law. The appraisers are to use this definition of market value. The City desires a complete appraisal and a summary report as defined in the Uniform Standards of Professional Appraisal Practice, 1994, including Statement on Appraisal Standards Number Seven (SMT-7). jwe\bob\mcfadden.rfp