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1989-0109_SYNTHESIS GROUP, THE_Agreement Agency Copy AGREEMENT FOR CONSULTING SERVICES THIS AGREEMENT is made and entered into this 9th day of January, 1989, 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 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 AND COMPLETION OF SERVICES The services provided under this Agreement shall begin upon execution of this Agreement by all parties. 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. An itemized bill, 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. 2 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, provided such work has not been accepted in writing by AGENCY. 3 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 all of the following insurance coverages: 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. 4 • 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. 5 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 6 and CONSULTANT at: The Synthesis Group P.O. Box 18446 Anaheim Hills, CA 92817-8446 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written. CO7j,T", By: zJ- �- ly SAN JUAN CAPIS ANO COMMUNITY REDEVEL T AGENCY By: 5TEPHEN B. JULIA EXECUTIVE DIRECTOR APPROVED AS TO FORM: ATTEST: fo—FIN R. S lAW MARY "ANN OVER CITY ATTORNEY AGENCY 5ECRETARY 7 EXHIBIT A SCOPE OF WORK CONSULTANT will serve as support staff to the Community Development Division on an as-needed basis during personnel vacancies or extended illnesses/absences. CONSULTANT will work in the Community Development Division offices during at least 50% of the time billed under this contract. 8 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. GPL/AGSG 9 INFINITE IMAGING SYSTEMS 2301 1 Moulton Parkway, Suite #E-8 Laguna Hills, California 92653 (714) 472-2777 MPE IFIBIrI�r� Pim RODUCER / THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIONTS UPON THE CERTIFICATE HOLDER.THIS CANT IFtCATE DOES NOT AMEND. EXTEND OR ALTER SHE COVERAGE AFFORDED SY THE POLICIES BELOW. SchriEmner Insurance Agency, Inc P 0 Box 788 COMPANIES AFFORDING COVERAGE La Habra CA 90633-0788 CO'.PANV LET FER A .CNA Insurance Compan�ly ,(_ �J •S��l�Ip COMPANY MSUREO _ LEITER Richard J Zimmer LETTERNV C. 6083 Avenida Arbol COMPANY U Anaheim CA 92807 LETTER o COMPANY T LETTERF. THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ASOVE TOR THE POLICY PERIOD INDICATEO NOTWITHSTANDING ANY AEGUIREMENT,TEAM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED MEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS ANO CONDI TIONS OF SUCH POLICIES. �O TYf E.OF INSURANCE POLICY NUMBER PJIi` n4:nrE WICK EArALTRJy ALL LIMITS IN THOUSANDS LTR DA'E r!.'6JDhV1 DAr PdM'p91YV1 GENERAL LIABILITY — - - �— GENERAL At.GRNAI/ -- $ COMMERCIAL GENERAL LIABILITY PRODUCts CGYp:OP;A6:gf a::E $ CLAIMS MADE nuL'RREVU PERSONA,1 AUVt FTI$ _ $ _ DINNER S IS WOR%IUA>PAUTFCTNE EACH DCLIMENCE $ FAE GAMALQ Il Grt 1 it $ MCGICAL fLPEN'SE W., D'it OJASS. $ AUTOMOBILE LIABILITY A ANY AUtC CSI $ +1 ALL OWNED AUTOS AD 852-93-44-2 1/18/90 1/18/91 FDD4r ti D, SCHEOULED AUTOS iiil�iRnasov; $ 1DDOD0 HIRED AUTOS Ay NON OWNED AUTOS rofNtl $ 0 4Q GARAGE LIABILITY rAUPERir $ 50.000 EXCESS LIABILITY - _ - — -E•c. A]4Ka•'f OUeenl'dl $ $ OTHER THAN UMBRELLA FORM _ 9tATUYC�r WORKERS'COMPENSATION $ '(r,.n ACGDE s71 AND EMPLOYERS'LIABILITY tt OTHER A Auto Physical Damage AD 852-93-44-2 1/18/90 1/18/91 $100 ded Comp $200 ded collision DESCRIPTION OF OPERATIONS/LOCATIONS/VEHfCLES/RESTRICTIONS/SPECIAL REVS 1989 Toyota Van J73YR26W6K5052176 EMAIL ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EX City of San Juan Capistrano N DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO 32400 Paseo Adel anto DAYS WRITTEN NOTICE TO THE CERTIFICATE MOLDER NAMED TO THE SaR Juan Capistrano CA 92675 T FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBUCATbN OR Y OF ANY KIND UPON TH COMPANY, ITS AGENTS OR REPRESENTATIVES Attn: Dawn M Schanderl E0 PEP TAT E a�:IIIeD. CERTIFICKAM 2-13-89 X 2-13-89 OF INSURANCE • SSUEDA PRODUCER THIS CL IIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, SChrimner Insurance Agency, Inc. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW PO Box 788 La Habra, CA 90633-0788 COMPANIES AFFORDING COVERAGE COMPANY I CODE SUB-CODE E ITER ACNA T ; CUMPAN. INSURED LETTER B .. Richard Zinver m y 6083 Avenida Arbol ;LITEq"Y C -y TO O Anaheim, CA 92807 `- CUMPANY D LITTERi� L,IMPANY E -t {• ETTER fl COVERAGES ca - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS ' CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 60 TR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION ALL LIMITS IN TNOUSANOB LTDATE(MMNOIYY) DATE(MMIDDIYY) GENERAL LIABILITY GENERAL AGGREGATE $ I COMMERCIAL GLNERAL LIABILITY PRODUCTS COMPIOPS AGGREGATE S CLAIMS MADE OCCUR. PERSONAL B ADVERTISING INJURY S OWNERS A CONTRACTOR'S PROT. EACH OCCURRENCE S FIRE DAMAGE(Any one lire) S MEDICAL EXPENSE(Any one Person) S AUTOMOBILE LIABILITY COMBINED ANY AUTO SINGLE S IMIT ALL OWNED AUTOS BODILY X SCHEDULED AUTOS AD 852-93-44-1 1-18-89 1-18-90 INJURr $ 100 (Per person) HIRED AUTOS BODILY NON OWNED AUTOS INJURY 5 300 (Per eccidenl) GARAGE LIABILITY PROPERTY DAMAGE S SO EXCESS LIABILITY EACH AGGREGATE OCCURRENCE S 5 OTHER IHAN UMBRELLA FORM WORKER'S COMPENSATION STATUTORY S AND (EACH ACCIDENT) EMPLOYERS'LIABILITY $ (DISEASE—POLICY LIMIT) S iD{SEASE—EACH EMPLOYEE)' OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTHICTIONS/SPECIAL ITEMS 1989 Ybyota Van JT3YR26W6K5052176 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City of San Juan Capistrano EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO 32400 Paseo Adelanto MAIL__ -. DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE San Juan Capistrano, CA 92675 IEE T. BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR I ABI,IT Y OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. At T OHIZEO REPRESENTATIVE Atten: City Clerk ACORD 25-S (3/88) LDACORD CORPORATION 1988 San Juan Capistrano Community Redevelopment Agency January 11, 1989 Richard Zimmer The Synthesis Group P. O. Box 18446 Anaheim Hills, California 92817-8446 Re: Award of Consulting Services Agreement - San Juan Capistrano Community Redevelopment Agency Dear Mr. Zimmer: Enclosed for your records is a fully-executed copy of the Agreement for Consulting Services for staff support to the Community Development Division on an as-needed basis in an amount not to exceed $9,945. The Agency has received all required insurance. Thank you for your cooperation. If we can be of further assistance, please call. Very truly yours, Mary Ann H over Agency Secretary MAH Jcj Enclosure cc: Deputy Director (with enclosure) 82400 Paseo Adelanto San Juan Capistrano California 92675 714-498-1171