1988-0501_SYNTHESIS GROUP, THE_Agreement AGREEMENT FOR
CONSULTING SERVICES
THIS AGREEMENT is made and entered into this sr day of May ,
1988, by and between the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT
AGENCY, hereinafter referred to as "AGENCY" and THE SYNTHESIS GROUP,
hereinafter referred to as "CONSULTANT".
WITNESSETH :
WHEREAS, AGENCY requires general redevelopment consulting services.
WHEREAS, CONSULTANT represents he/they is duly qualified to provide said
service.
NOW, THEREFORE, AGENCY and CONSULTANT, for the consideration hereinafter
named, agree as follows:
SECTION 1. GENERAL
The considerations of work on the project shall be governed by the conditions
contained herein. In general, the tasks delineated herein are to be performed with mini-
mum direction and assistance from AGENCY.
All work performed by CONSULTANT, however, shall be subject to review and
approval of the Deputy Director of Community Redevelopment Agency or his designee at
all times.
SECTION 2. SCOPE OF TASKS BY CONSULTANT
Subject to the terms and conditions of this agreement, CONSULTANT shall perform
the tasks as set forth in Exhibit A, attached and incorporated herein by reference.
During the performance of the above tasks, CONSULTANT shall have access to
existing data in AGENCY files and AGENCY shall provide copies of any such data
CONSULTANT requests at no cost to CONSULTANT.
SECTION 3. TIME OF BEGINNING
The services provided under this Agreement shall begin upon execution of this
Agreement by all parties.
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SECTION 4. PAYMENT FOR CONSULTANT'S SERVICES
Payment under this Agreement shall be in accordance with Exhibit B, attached
hereto and made a part hereof. Three (3) copies of itemized bills, clearly indicating the
period for which the billing is made, and including dates on which expenses (except costs
for reproduction) were incurred, and individuals' hourly rates and tasks performed,
including time spent on each task, shall be submitted to: City of San Juan Capistrano,
Community Redevelopment Agency, 32400 Paseo Adelanto, San Juan
Capistrano, CA 92675.
SECTION 5. COVENANT AGAINST CONTINGENT FEES
CONSULTANT warrants that he has not employed or retained any company or
person, other than a bona fide employee working for CONSULTANT, to solicit or secure
this Agreement, that he has not paid or agreed to pay any company or person, other than
a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or making of this Agree-
ment. For breach or violation of this warranty, AGENCY shall have the right to annul
this Agreement without liability, or, at its sole discretion, to deduct from the Agreement
price or consideration, or otherwise recover the full amount of such fee, commission,
percentage, brokerage fee, gift or contingent fee.
SECTION 6. EXPENSES
CONSULTANT acknowledges AGENCY is under no obligation to compensate
consultant for services rendered or expenses accrued under this Agreement in excess of
the maximum compensation specified in Section 4.
SECTION 7. OWNERSHIP OF DOCUMENTS
All tracings, plans, specifications, maps or other documents prepared or obtained
under the terms of this Agreement shall be delivered to, and become the property of the
AGENCY, and basic survey notes and sketches, charts, computations and other data
prepared or obtained under this Agreement, shall be made available upon request, to
AGENCY without restriction or limitation on their use.
SECTION 8. NON-DISCLOSURE
The designs, plans, reports, investigation, materials and documents prepared or
acquired by CONSULTANT pursuant to this Agreement (including any duplicate copies
kept by CONSULTANT) shall not be shown to any other public or private person or
entity, except as authorized by AGENCY. CONSULTANT shall not disclose to any other
public or private person or entity any information regarding the activities of AGENCY,
except as authorized by AGENCY.
SECTION 9. CONFLICT OF INTEREST
For the duration of this Agreement, CONSULTANT shall not act as consultant or
perform services of any kind for any person or entity in regard to the project area
without the prior written consent of AGENCY.
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SECTION 10. CHANGES IN SCOPE OF CONSULTANT'S SERVICES
No additional fee shall be paid by AGENCY for additional consulting services not
included in this Agreement without the written approval of AGENCY prior to
undertaking such work. In the event of suspension of project by AGENCY,
CONSULTANT shall have the right to renegotiate fees if delay is greater than six (6)
months.
SECTION 11. TERMINATION
AGENCY may, without cause, terminate the Agreement at any time prior to
completion by CONSULTANT of any of the services required hereunder. Notice of
Termination of this Agreement shall be given in writing to CONSULTANT, and shall be
sufficient to complete when same is deposited in the U.S. Mails, First Class postage
prepaid.
In the event this Agreement is terminated by AGENCY, CONSULTANT shall be paid
the value of services performed by him pursuant to this Agreement prior to the date of
termination thereof, such value to be the total to which he shall have become entitled, as
determined by the Deputy Director of Community Redevelopment Agency, less the
amount of any payments previously made, but in no event exceeding the maximum
contract amount stated in SECTION 4.
SECTION 12. DISPUTES
Unless otherwise specified herein, any dispute over a question of fact arising under
this Agreement, which cannot be resolved by agreement between the parties, may be, by
mutual consent of the parties, submitted to a "Board of Arbitration" consisting of three
(3) arbitrators having expertise relating to this contract subject matter, one of whom
shall be selected by each of the parties, and the third by the two members selected by
the parties.
Each of the parties shall pay the member selected by it, and the compensation of the
third member shall be paid equally by the parties. The parties shall be bound by the
decision of the Board of Arbitration.
SECTION 13. NO ASSIGNMENTS
Neither any part nor all of this Agreement may be assigned or subcontracted, except
as otherwise specifically provided herein, or to which AGENCY, in its sole discretion,
consents to in advance thereof in writing. Any assignment or subcontracting in violation
of this provision shall be void.
SECTION 14. ENDORSEMENT ON PLANS, ETC.
CONSULTANT shall endorse all plans, data and other documentation submitted to
AGENCY pursuant to this Agreement.
SECTION 15. CORRECTION OF WORK
The performance of services by CONSULTANT shall not relieve CONSULTANT from
any obligation to correct any incomplete, inaccurate or defective work at no further cost
to AGENCY, when such inaccuracies are due to the negligence of CONSULTANT,
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provided such work has not been accepted in writing by AGENCY.
SECTION 16. MAINTENANCE OF RECORDS
CONSULTANT and his subcontractors shall maintain all books, documents, papers,
employee time sheets, accounting records and other evidence pertaining to costs incurred
and shall make such materials available at their respective offices at all reasonable
times during the contract period and for three (3) years from the date of final payment
under this Agreement, for inspection by AGENCY and copies thereof shall be furnished,
if requested.
SECTION 17. INDEPENDENT CONTRACTOR
At all times during the term of this Agreement, CONSULTANT shall be an
independent contractor and shall not be an employee of AGENCY. AGENCY shall have
the right to control CONSULTANT only insofar as the results of CONSULTANT'S
services rendered pursuant to this Agreement; however, AGENCY shall not have the
right to control the means by which CONSULTANT accomplishes services rendered
pursuant to this Agreement.
SECTION 18. LICENSES, PERMITS, ETC.
CONSULTANT represents and warrants to AGENCY that he has all licenses,
permits, qualifications and approvals of whatever nature that are legally required to
practice his profession. CONSULTANT represents and warrants to AGENCY that
CONSULTANT shall, at his sole cost and expense, keep in effect at all times during the
term of this Agreement, any license, permit or approval which is legally required for
CONSULTANT to practice his profession.
SECTION 19. CONSULTANT'S INSURANCE
CONSULTANT shall obtain and maintain during the life of this Agreement the
following insurance coverage:
A. Automobile liability, including owned, hired, and non-owned vehicles, except as
may be stricken out by AGENCY'S Project Manager.
1. Primary Coverage:
The policy limits shall have minimum coverages per occurrence as
follows:
$ 50,000 - Property Damage;
$100,000 - Injury to One Person/Any One Occurrence; and
$300,000 - Injury to More Than One Person/Any One Occurrence
CONSULTANT shall provide to AGENCY certificates of insurance showing the
insurance coverages described in the paragraphs above, in a form and content approved
by AGENCY, prior to beginning work under this Agreement.
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SECTION 20. LIABILITY
Notwithstanding any other provision contained in this Agreement, CONSULTANT
shall be responsible for all injuries to persons and for all damage to real or personal
property of AGENCY or others, caused by or resulting from the wrongful act or negligent
acts errors or omissions of itself, its employees, or its agents during the progress of, or
connected with, the rendition of services hereunder. CONSULTANT shall defend and
hold harmless and indemnify AGENCY, and all officers and employees of each public
agency from all costs and claims for damages to real or personal property, or personal
injury to any third party, resulting from the negligence of itself, its employees, or its
agents, arising out of CONSULTANT'S performance or work under this Agreement.
SECTION 21. COMPLIANCE WITH LAWS
During the performance of this Agreement, CONSULTANT agrees as follows:
A. CONSULTANT will not discriminate against any employee or applicant for
employment because of race, color, religion, sex or national origin. CONSULTANT will
take affirmative action to ensure that applicants are employed, and that employees are
treated during employment, without regard to their race, color, religion, sex or national
origin. Such action shall include, but not be limited to the following: Employment,
upgrading, demotion or transfer, recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship.
B. CONSULTANT will, in all solicitations of advertisements for employees placed
by or on behalf of CONSULTANT, state that all qualified applicants will receive
consideration for employment without regard to race, color, religion, sex or national
origin.
C. CONSULTANT will perform the services herein contemplated in compliance
with the Federal and California laws concerning minimum hours and wages (Davis-Bacon
Act, 40 U.S.C. 267a et seq. and California Labor Code, Sections 1171 et seq.),
occupational health and safety (29 U.S.C. 651 et seq. and California Labor Code, Sections
6300 et seq.), fair employment practices (29 U.S.C. 201 et seq. and California Labor
Code, Sections 1410 et seq.), Workers' Compensation Insurance and Safety in Employment
(Divisions 4 and 5 of the California Labor Code) and all amendments thereto, and all
similar State or Federal laws to the extent they are applicable.
D. CONSULTANT will cause the foregoing provisions to be inserted in all
subcontracts for any work covered by this Agreement so that such provisions will be
binding upon each subcontractor, provided that the foregoing provisions shall not apply to
contracts or subcontracts for standard commercial supplies or raw materials.
SECTION 22. CONSULTANT NOT AN AGENT
Except as AGENCY may specify in writing, CONSULTANT shall have no authority,
expressed or implied, to act on behalf of AGENCY in any capacity whatsoever as an
agent. CONSULTANT shall have no authority, expressed or implied, pursuant to this
Agreement to bind AGENCY to any obligation whatsoever.
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SECTION 23. PERSONNEL
CONSULTANT agrees to assign the following person/persons to perform the tasks
set forth in this Agreement:
Richard Zimmer
CONSULTANT shall not unilaterally alter the assignment of the above personnel
without the authorization of the Deputy Director of Community Redevelopment Agency.
AGENCY shall have the unrestricted right to order the removal of any
person/persons assigned by CONSULTANT by giving oral or written notice to
CONSULTANT to such effect.
SECTION 24. NOTICES
Notices to the parties, unless otherwise requested in writing shall be sent to
AGENCY at:
San Juan Capistrano
Community Redevelopment Agency
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
and CONSULTANT at:
The Synthesis Group
P.O. Box 18446
Anaheim Hills, CA 92817-8446
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first hereinabove written.
TH71HARD
ROUP
By
ZIMM
NT
SAN JUAN CAPISTRANO
COMMUNITY REDEVELOPMENT AGENCY
By:
STEPHEN B. JULIAN
EXECUTIVE DIREC OR
APPROVED AS FORM: ATTEST:
JOHN R. SHAW, CITY ATTORNEY "MARYHANOVER
AGENCY SECRETARY
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EXHIBIT A
SCOPE OF WORK
1. Assistance in analyzing, nogotiating and processing the agreement for AGENCY
assistance with the developer/property owner of Del Obispo Plaza.
2. Assistance in analyzing, negotiating and processing the proposed public improvement
assessment district for Area A.
3. Assistance in analyzing, negotiating and processing the proposed AGENCY
acquisition of the Orange County Fire Station.
4. Assistance in implementing the Agreement between the AGENCY and the School
District concerning the acquisition of the proposed Civic Center site.
5. Assistance in developing computerized spreadsheets for tracking of the AGENCY'S
financial position, cash flow and other assets obligations.
6. Providing staff with advice and information concerning projects dealt with during
staff's absence.
7. Assistance on such other projects as may be requested and/or required by AGENCY.
The projects described in this scope of work may be deleted or modified at the discretion
of AGENCY.
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EXHIBIT B
PAYMENT FOR SERVICES
I. Compensation
The total compensation for all services performed pursuant to this agreement shall
not exceed $9,945, billable at a rate of $65.00 per hour.
II. Expenses
CONSULTANT shall not be reimbursed for any out-of-pocket or other expenses,
unless approved by AGENCY.
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INFINITE IMAGING SYSTEMS
23011 Moulton Pw kway, Suite #E-8
Laguna Hills, California 92653
(714) 472-2777
`E'..
PRODUCER THIS CERTFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY A4 CONFERS
NO RIGHTS UPON THE CERTIFICATE MOLDER.THIS CERTIFICATE DOES NOT AMEND,
EXTENDOR ALTEA THE COVERAOE AFFORDED SY THE POLICIES BELOW
SchrinmTer Insurance Agency, Inc
P 0 Box 788 COMPANIES AFFORDING COVERAGE
La Habra CA 90633-0788 CO.PANY ^
LETTER A CNA Insurance Company_
_ COMPANY
INSURED LETTER
Richard J Zimmer ETTERNY C�G'%'L�/uC
6083 Avenida Arbol COMPANY
Anaheim CA 92807 LETTER
COMPANY
E
LETTER
THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FDR THE POLICY PERIOD INDICATEO
NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TD WHICH THIS CERTIFICATE MAY
BE ISSUED OR MAY PERTAIN.THE INSURANCE AF FORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONC(-
TIONS OF SUCH POLICIES.
('O TW c OF INSURANCE POLICY NUMBER FOtlb ttlL;IIVE PUII:. t0lKIN09 ALL LIMITS IN THOUSANDS
LTR orf VVoc"I Dl IVMoo'YY)
GENERAL LIABILITY - "-- -"-�- GfNfft, AGAAECA1f i $
COMMERCIAL GENERAL LIABILITY PRUOUCTS COWNUPS A(,'X4C;f $
CLAMS MAN I 6CCUA VCE PERSONA-a AUVE AT IS".i.''.>n, �" $
OWNER 56 CONTRACIUFti PROTF(TIVf fACx OCCUARf�•C.' $
RM OAMAgf it GIA I�,(� $
MEOICAL EXPENSE W., P-tl t4FS!'.. $
AUTOMOBILE LIABILITY - - ---
A ANY AUTP cn $ ry
A:L OWNED AUTOS AD 852-93-44-2 1/18/90 1/18/91 tool r
IxJuTir
SCHEDULED AUTOS IPIA PIRSoY; $ 100 000
HIRED AUTOS w1ulAv n
NON OWNED AUTOS PCOf", S QY
GARAGE LIABILITY FNrFEAtr
000
50
EXCESS LIABILITY _ V— -
GCCeA.EnC[
$ $
OTHER THAN UMBRELLA FORM _
STATuTOYr -"-
WORKERS'COMPENSATION $ /ACS ACUOP.A
AND
EMPLOYERS'LIABILITY $ C>tASE PJ ICr;5"
OTHER --- - -
A Auto Physical Damage AD 852-93-44-2 1/18/90 1/18/91 $100 ded Comp
$200 ded collision
DESCRIPTION CF OPERATDDNS?LOCATIONS/VEHICLES(PtESTAICTtO':y SPECIAL ITEC;S -
1989 Toyota Van JT3YR26W6K5052176
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EX
City of San Juan Capistrano PIRATION DATE THEREOF THE ISlUINO COMPANY WILL ENDEAVOR TO
32400 Paseo Adel auto MAIL DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE
San Juan Capistrano CA 92675 LEFT, B T fA1LURE TO MAR SUCH NOTICE SMALL IMPOSE NO OBOOATION OP
IABILI Y OF ANY KIND UPON TM COMPANY,ITS AGENTS OR REPRESENTATIVES
Attn: Dawn M Schanderl RUTH 12EOREPAC CTAT E
A DED PERSONAL AUTOMOBILE*LICY DECLARATION (01)
CNA
INSURANCE PROVIDED VALLEY FORGE INS . CO .
Fm All 91e Ca mNmrm.Y..M.W (PAGE 1 OF 3)
CNA Plaza NAMED INSURED : RICHARD J ZIMMER
Chicago,Illinois 60685 $ 093 A V E N I D A A R B O L
ANAHEIM, CA 92807
AGENT : SCHRIMMER INSURANCE AGENCY INC
PO BOX 755
RICHARD J ZIMMER LA HABRA CA 90631
6083 AVENIDA ARBOL PHONE : 714- 525- 1153
ANAHEIM, CA 92807
POLICY NUMBER : AD 852- 93 -44- 0
POLICY PERIOD : 04/28 /88 TO 01/18 /89
12 : 01 AM STANDARD TIME
VEHICLE DESCRIPTION VEHICLE ID . NAMED DRIVER
1 - 84 TOYOTA CAMRY JT2SV16E4EO089123 LINDA G ZIMMER
2 - 87 TOYOTA CAMRY DLX JT2SV21E1H3109490 RICHARD J ZIMMER
CLASS CODES : VEH 1 811120 VEH 2 811320
LIABILITY COVERAGES PREMIUMS
VEM i VEH 2
A-BODILY INJURY EACH PERSON $100 , 000
EACH ACCIDENT $300 , 000 $ $
PROPERTY DAMAGE EACH ACCIDENT $ 50 , 00D $ 5
6 -MEDICAL PAYMENTS EACH PERSON $ 5 , 000 $ $
C -UNINSURED MOTORIST EACH PERSON 5 15 , 000
EACH ACCIDENT $ 30 , 000 $ $
PHYSICAL DAMAGE COVERAGES
D-COLLISION LOSS DEDUCTIBLE $200 $ $
OTHER THAN COLLISION LOSS DEDUCTIBLE $100 $ $
TOTALS $ $
ABOVE PREMIUM $
ENDORSEMENT CHARGES $
ADDITIONAL PREMIUM $ 49 REVISED POLICY PREMIUM $
LIENHOLDER VEHICLE 1 - NORTH ORANGE COUNTY CITY EMP CU
PO BOX 4179, FULLERTON CA 92634
LIENHOLDER VEHICLE 2 - NORTH ORANGE CO CITY EMP CR UN
PO BOX 4179, FULLERTON CA 92634
SUBJECT TO THE FOLLOWING FORMS, ENDORSEMENTS AND CHARGES :
G -54797 -A , PP 00- 01 (04 - 86) , PP 1)0-02 (04 -86) , PP 01 - 69 (11 - 86) ,
PP 03 -05 (08 -83) , PP 03- 1)9 (04- 86) , PP 03 -21 (06 -80) , PP 03- 26 (12- 82) ,
PP 04 -87 ( 11 -86) , PP 04- 92 (04- 86)
■ IMPORTANT INFORMATION ■
LOSS FREE DISCOUNT APPLIES TO THE FOLLOWING
VEHICLE 1 VEHICLE 2
WAIVER OF COLLISION DEDUCTIBLE PREMIUM
INCLUDED
VEHICLE 1 VEHICLE 2
m
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