07-119_GARY L VOGT & ASSOCIATES_Personal Services Agreement0
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 19th day of November, 2007, by
and between the City of San Juan Capistrano (hereinafter referred to as the "City") and
Gary L. Vogt and Associates (hereinafter referred to as "consultant")
RECITALS:
WHEREAS, City is a municipal corporation duly organized and validly existing under
the laws of the State of California with the power to carry on its business as it is now being
conducted under the statues of the State of California; and,
WHEREAS, City is planning to retain professional consulting services for conducting
a fair market value appraisal of the Crystal Cathedral Property, San Juan Capistrano,
Orange County Assessor Parcels 637-082-16, 17 & 71; and
WHEREAS, City desires to engage Consultant to provide said services for
conducting the land appraisal; and,
WHEREAS, Consultant possesses the skill, experience, ability, background,
certification, and knowledge to provide the services described in this Agreement; and,
WHEREAS, City has solicited and received a proposal from Consultant, has
reviewed the previous experience and evaluated the expertise of Consultant, and desires
to retain Consultant to render professional services under the terms and conditions set
forth is this Agreement.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by the Consultant shall consist of those tasks as
set forth in Exhibit 'A" attached and incorporated herein by reference.
Section 2. Term.
The Agreement shall commence on the effective date of this Agreement and
services required hereunder shall be completed by no later than December 31, 2007.
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of services for this project shall not exceed
$17,500.00.
3.2 Method of Payment.
Consultant shall submit an invoice based on total services which have been
satisfactorily completed. For extra work not part of this Agreement, a written authorization
from City is required prior to Consultant undertaking any extra work.
3.3 Records of Expenses.
Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will be made
available at reasonable times to City.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not an
agent or employee of City, and shall obtain no rights to any benefits which accrue to City's
employees.
Section 5. Limitations Upon Subcontracting and Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for City to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required without
written approval of the City. This Agreement may not be assigned, voluntarily or by
operation of law, without the prior written approval of the City. If Consultant is permitted to
subcontract any part of this Agreement by City, Consultant shall be responsible to City for
the acts and omissions of its subcontractor as it is for persons directly employed. Nothing
contained in this Agreement shall create any contractual relationships between any
subcontractor and City. All persons engaged in the work will be considered employees of
Consultant. City will deal directly with and will make all payments to Consultant.
Section 6. Changes to Scope of Work.
In the event of a change in the Scope of Work provided for in the contract
documents as requested by the City, the Parties hereto shall execute an addendum to this
Agreement setting forth with particularity all terms of the new agreement, including but not
limited to any additional Consultant's fees.
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Section 7. Familiarity with Work and/or Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated the
work to be performed; (2) if applicable, it has investigated the proposed construction site,
including the location of all utilities, and is aware of all conditions there; and (3) it
understands the facilities, difficulties and restrictions of the work to be performed underthis
Agreement. Should Consultant discover any latent or unknown conditions materially
differing from those inherent in the work or as represented by City, it shall immediately
inform the City of this and shall not proceed with further work under this Agreement until
written instructions are received from the City.
Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
Section 10. Conflicts of Interest.
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 11. Copies of Work Product.
At the completion of the contract period, Consultant shall have delivered to the city a
least one (1) copy of any final reports containing Consultants findings, conclusions and
recommendations with any support documentation. All reports submitted to the city shall be
in reproducible format.
All services to be rendered hereunder shall be subject to the direction and approval
of the city.
Section 12. Ownership of Documents.
All reports, information, data and exhibits prepared or assembled by Consultant in
connection with the performance of its services pursuant to this Agreement are confidential
to the extent permitted by law, and Consultant agrees that they shall not be made available
to any individual or organization without prior written consent of the City. All such reports,
information, data, and exhibits shall be the property of the City and shall be delivered to the
City upon demand without additional costs or expense to the City. The City acknowledges
such documents are instruments of Consultant's professional services.
Section 13. Indemnity.
Consultant agrees to protect, defend and hold harmless City, its elected and
appointed officials and employees from any and all claims, liabilities, expenses or damages
of any nature, including attorneys' fees, for injury or death of any person or damage to
property or interference with use of property and for errors and omissions committed by
Consultant arising out of or in connection with the work, operation or activities of
Consultant, its agents, employees and subcontractors in carrying out its obligations under
this agreement.
Section 14. Insurance.
The insurance required herein shall be provided by Admitted Insurers in good
standing with the State of California and having a minimum Best's Guide rating of A- Class
VII or better.
14.1 Comprehensive General Liability
Throughout the term of this agreement, Consultant shall maintain in full force and
effect Comprehensive General Liability coverage in the following minimum amounts:
$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to contractual
period;
$1,000,000 injury to more than one person/any one occurrence /not limited to
contractual period.
14.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant shall maintain in full force and
effect Comprehensive Automobile Liability coverage, including owned, hired and non -
owned vehicles as required by law in the State of California.
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$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to contractual
period;
$1,000,000 injury to more than one person/any one occurrence /not limited
to contractual period.
14.3 Worker's Compensation
If Consultant intends to employ employees to perform services under this
agreement, Consultant shall obtain and maintain, during the term of this agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as required
by law.
14.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant shall submit the
insurance certificates, including the deductable or self -retention amount, and an additional
insured endorsement to the Consultant's general liability and umbrella liability policies
using ISO form CG 20 10 11 85 (in no event with an edition date later than 1990) to the
city's general counsel for certification that the insurance requirements of this agreement
have been satisfied.
14.5 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, norshall they be cancelled, nor
the coverages reduced, until after thirty (30) days' written notice is given to City, except
that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a
premium.
14.6 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
14.7 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
City has issued a written "Notice to Proceed" verifying that Consultant has complied with
all insurance requirements of this Agreement.
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Section 15. Termination.
City shall have the right to terminate this Agreement without cause by giving thirty
(30) days' advance written notice of termination to the other party
In addition, this Agreement may be terminated for cause by providing ten (10) days'
notice to the other party of a material breach of contract. If the other parry does not cure
the breach of contract, then the agreement may be terminated subsequent to the ten (10)
day cure period.
Section 16. Notice.
All notices shall be personally delivered or mailed to the below listed addresses, or
to such other addresses as may be designated by written notice. These addresses shall
be used for delivery of service of process:
To City: City of San Juan Capistrano
Attn: Cindy Russell
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
To Consultant: Gary L. Vogt & Associates
Attn: Gary L. Vogt. Principal
33191 Paseo Blanco
San Juan Capistrano, CA 92675
Section 17. Attomevs' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
Section 18. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration under
the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
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Section 19. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
Dave Adams, City Manager
CONSULTANT
GaL. Vogt, Princi
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rgar onah n City Clerk
APPROVED AS TO FORM:
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John R. Shawkfity Attorney
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EXHIBIT A
Scope of Services
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GARY L. VOGT AND ASSOCIATES
REAL ESTATE APPRAISERS AND CONSULTANTS
33191 PASEO BLANCO
SAN JUAN CAPISTRANO. CA 92675
TELEPHONE: (949) 489-8029
FACSIMILE: (949) 489-8028
E-MAIL: 9Nagt@= net
Via Email to crusse[IO-sanivancapistrano.ora
November 8, 2007
Cindy Russell
Assistant City Manager
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
RE: Proposal for Appraisal Services
Crystal Cathedral Property
Dear Cindy:
GARY L. VOGT, MAI
MEMBER, APPRAISAL INSTITUTE
CERTIFIED GENERAL NO. AGO07272
In response to your request, I have given consideration to the scope of work, timing, and fee
required to prepare certain market value estimates relating to portions of the Crystal Cathedral
ownership located in the north part of San Juan Capistrano. Specifically, I understand that the
following two value estimates will be required:
Current market value of the fee simple interest in ±74.13 gross acres of vacant land
identified as Orange County Assessor Parcels 637-082-16, 17 & 71.
2. Current market value of the fee simple interest in a yet -to -be -determined portion of the
above -referenced property.
Both market value estimates are to consider the property in its "as is" physical condition and
legal/entitlement status. Accordingly, it is agreed that supplemental engineering and legal
consultation services will be required to fully evaluate and address access, flood control, utility
availability, and title condition issues impacting the property's current development potential and
market value.
I have had preliminary discussions with Doug Staley at Hunsaker & Associates concerning the
required engineering services and I am awaiting a call back from Tom Clarke at Stradling,
Yocca, Carlson & Rauth regarding his availability to undertake the required legal consultation
services.
The value estimates will be submitted in a fully -documented narrative appraisal report prepared
in accordance with the Uniform Standards of Professional Appraisal Practice and applicable
state law governing the appraisal and acquisition of private property by a public entity.
I can complete the appraisal by the end of 2007 if authorized no later than November 15, 2007.
Of course, that delivery date is contingent upon the timely receipt of both the supplemental
engineering and legal reports and a determination as to size and configuration of any smaller
property segment referenced in Item No. 2 above.
EXHIBIT A
C,
Ms. Cindy Russell
November 8, 2007
Pagetwo
My fee shall be billed at $175/hour for my time and $75/hour for a research associate but shall
not exceed $17,500 in total. It should be understood that the appraisal fee estimate does not
include the cost of any outside legal and engineering services. In the event that the City elects
to have the supplemental services included within the scope of the appraisal contract, it is
understood that this proposal for appraisal services will be amended to include the cost of the
outside engineering and legal consultants together with reasonable related administrative
overhead.
I understand that Bill Ramsey will be my contact at the City for land use issues. Also, I
understand that Brad Gates has been in contact with representatives of the property owner and
will arrange for a property inspection.
I appreciate the opportunity to be considered for this appraisal assignment. Please call if you
have any questions.
Sincerely:
Gary L. Vogt, MAI