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1987-0929_SYNTHESIS GROUP, THE_Agreement AGREEMENT FOR CONSULTING SERVICES THIS AGREEMENT is made and entered into this 29th day of September 19 87 , by and between the SAN 7UAN 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, and; 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 a Notice to Proceed to be supplied to consultant. 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. 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 is 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: I n pr rly •r f�9 to e.� t . ,�y f�+ rla ma�yf�, and hli��i--�orrcr8ccoay � liahili4y, ,r �tia' - following .. ti.. S.-:_".,._ ,. r h rnrucnrTars�S O C �l • f f f S. Automobile liability, including owned, hired, and non-owned vehicles, except as may be stricken out by AGENCY'S Project Manager. Endorsements shall be obtained for the policies providing the above insurance for the following three provisions: 1. Additional Insureds: "The SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY and the City of San Juan Capistrano, its elected and appointed boards, officers, agents, and employees are additional insureds with respect to this subject project and contract with AGENCY." 2. Notice: "Said policy shall not terminate, nor shall it be cancelled, nor the coverage reduced, until thirty (30) days after written notice is given to AGENCY." 4 3. Primary Coverage: "The policy and coverage afforded to the COMMUNITY REDEVELOPMENT AGENCY and the City of San Juan Capistrano and its elected and appointed boards, officers, agents, and employees shall be primary insurance and not contributing with any other insurance maintained by AGENCY." The policy limits shall have minimum coverages per occurrence as follows: $ 500,000 - Property Damage; $ 500,000 - Injury to One Person/Any One Occurrence; and $1,000,000 - Injury to More Than One Person/Any One Occurrence liIR A.ElditiAR tA the 1 it ct t4"ry nm t„ All ,of the endorsments which nP rnT 'rPrl ^h S!-.ice for iny of Workers' Gefnpe"atilu�� 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. 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. 5 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. SECTION 23. PERSONNEL CONSULTANT agrees to assign the following person/persons to perform the tasks set forth in this Agreement: Mr. Rick 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 (714) 974-4846 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written. CONS TA T By: V2"- `s-,. SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY By: - PAPR L. HAUSDORFER AIRMAN APPROVED AS TO FORM: ATTEST: c kL � JOHN SHAW, ITY ATTORNEY MARY ANNOPMVER AGENCY ETARY 7 EXHIBIT A SCOPE OF WORK CONSULTANT shall perform general redevelopment consulting services for the San Juan Capistrano Community Redevelopment Agency including but not limited to: o Meeting with City staff, developers, property and business owners and other agencies. o Conducting research and special studies as directed. o Preparing staff reports to Department Director, City Manager and Redevelopment Agency. o Conducting planning-related redevelopment studies. o Preparing draft OPA's and DDA's and other necessary implementation documents. o Performing other tasks as required. o Assisting in implementation of Community Development Block Grant Program. o Coordinating Agency acquisition and relocation efforts. o Assisting in implementation of assessment/Mello-Roos districts. o Monitoring consultant contracts. 8 EXHIBIT B PAYMENT FOR SERVICES I. Compensation The total lump sum compensation for all services performed pursuant to this agreement shall not exceed $35,000. It is anticipated Consultant services at the rate of $50 per hour shall be required as follows: Last Two Weeks of October, 1987 4 Hours per Week November, 1987 20 Hours per Week December, 1987 20 Hours per Week January, 1987 30 Hours per Week February, 1987 30 Hours per Week March, 1987 20 Hours per Week April, 1987 20 Hours per Week TOTAL 608 Hours If consultant hours exceed 608, consultant shall bill hourly ($50/hr.) for a total contract amount not to exceed $35,000. Consultant shall bill monthly and bills shall be submitted on the first day of each month to ensure payment that month. Il. Expenses CONSULTANT shall not be reimbursed for any out-of-pocket or other expenses whatsoever. GP D987 21 9 (2) Additional Report dated September 29, 1987, from the Deputy Director, recommending selection of The Synthesis Group to provide general redevelopment consultant services from October, 1987, to April, 1983. Selection of Synthesis Group: It was moved by Director Buchheim, seconded by Director Bland and carried with Director Schwartze abstaining, to authorize the Executive Director to execute a contract with The Synthesis Group for general redevelopment services in an amount not to exceed $35,000. A budget transfer of $10,000 from the Administrative and Overhead account to the Specialized Services account was approved. 3. CONSULTANT AGREEMENT - PRECISE ALIGNMENT DESIGN OF ORTEGA HIGHWAY, EL CAMINO REAL AND FORSTER STREET VAN DELL D ASSOCIATES 600.40 Writte Communications: Report d ed September 29, 1987, from the Director of Public works, requesting approval of n agreement for development of the precise alignments of Ortega Highway, EI C ino Real, and Forster Street to coordinate with development of the Historic Town Ce er. Cost for the service was estimated at $26,675. Funds were available in the Capt rano Improvement Account 26-6900-4720-COI. Approval of Consultant A eement: It was moved by Direct Schwartze, seconded by Director Buchheim and unanimously carried to approv to .Agreement for Consulting Services with Van Dell and Associates, Inc., of Irvine, a a cost not to exceed $26,675, to design precise alignments for Ortega Highway, EI mino Real, and Forster Street. The Executive Director and Agency Secretary were a horized to execute the agreement on behalf of the Agency. 4. RELOCATION SETTLEMENT - TEXACO SERO E STATION LOCATED AT 26874 ORTEGA HIGHWAY CHUA 400.20 Written Communications: Report dated September 29, 1987, from the Deputy Director, advising that realignment of Ortega Highway as part of the Historic To Center project would require relocation of Han Chua, owner/occupant of the Texaco rvice Station.. The report advised that an agreement had been reached to relocat Mr. Chua to the Chevron station at 26988 Ortega Highway. Escrow had been opened ontingent upon the Agency's approval of the relocation settlement and the Church's ceptance of the Agency's offer for purchase of the Texaco property. The settlemen mounted to $101,350; funds were available in the Capital Improvements ccount 26-6213-4720-C17. Approval of Relocation Settlement: It was moved by Director Schwartze, seconded by Director Friess and unanimously carried to approve the full relocation settlement in the amount of $101,350 for Mr. Han Chua. -2- 9/29/87 SEPTEMBER 29, 1987 ADJOURNED REGULAR MEETING OF THE SANJ AN CAPISTRANO COMMUNITY REDEVELOPMENT A ENCY BOARD OF DIRECTOR The .Adjourned Regular 'Meeting of the Board of Directors of the San Juan Capistrano Community Redevelopment Agency, was called to order by Chairman Hausdorfer at 3:07 p.m., in the City Council Chamber. ROLL CALL PRESENT: Gary L�'Hausdorfer, Chairman Kenpy th E. Friess, Vice Chairman Anthony L. Bland, Director Lawrence F. Buchheim, Director hillip R. Schwartze, Director ABSENT: None STAFF PRESENT: Stephe B. Julian, Executive Director; Thomas G. !Merrell, Deputy Director, Mary Ann Hanov r, Agency Secretary; Glenn Southard, Assistant City Manager; John R. Shaw, City Att rney; William D. Murphy, Director of Public Works; Thomas L. Baker, Director of Co munity Services; Cheryl Johnson, Recording Secretary. MINUTES Regular Meetin of September 15 1987: It was moved y Director Schwartze, seconded by Director Friess, that the Minutes of the Regular ./It.eeing of September 15, 1987, be approved as submitted. The motion /OARDbACTIONS e following vote: ES: Directors Schwartze, Friess, Bland, Buchheim, and Chairman Hausdorfer ES: None SENT: None 1. APPROVAL OF WARRANTS (300.30) It was moved by Director Schwartze, seconded by Director Buchheim, and unanimously carried to approve the List of Demands dated September 10, 1987, Warrant Nos. 619-632, in the total amount of $8,182.16. —7—)p 2. CONSULTANT SELECTION - REDEVELOPMENT SERVICES (PERSONNEL) (600.40) F Written Communications: l Report dated September 29, 1987, from the Deputy Director, advising that a recommendation would be made regarding a request to submit proposals for general redevelopment services while two Agency Staff members are on leave. -1- 9/29/87 AGENDA ITEM September 29, 1987 TO: Stephen B. Julian, Executive Director FROM: Thomas G. Merrell, Deputy Director Community Redevelopment Agency SUBJECT: Consultant Selection - Redevelopment Services SITUATION A. Summary and Recommendation - The Redevelopment Agency staff will be requiring the assistance of consultant services from October, 1987 through April, 1988 due to leaves of absence of the Community Development Administrator and Community Development Associate. Staff, therefore, recommends a contract be entered into with The Synthesis Group for $35,000 to provide general redevelopment consultant services. B. Background - Four consultants were contacted to submit proposals for general redevelopment services to the San Juan Capistrano Community Redevelopment Agency and three responded. The consultant duties will include serving as a staff person in the Community Development Division during the absences of existing staff members. It is anticipated that the consultant will begin work prior to the Community Development Associate's leave in November to enable him to become familiar with the City's/Agency's various projects. As presently anticipated, the Community Development Associate will be on a leave of absence from mid-November, 1987 to mid-February, 1988. The Community Development Administrator's leave of absence is anticipated to be from late January, 1988 to the end of April, 1988. During the period when both staff persons are on leave, the consultant's hours are proposed to be increased. The following is the proposed schedule of hours for consultant services during the period from October, 1987 to April, 1988: Hours Total Hours Last two weeks of October, 1987 4 hrs./wk. 8 November 20 hrs./wk. 100 December 20 hrs./wk. 100 January 30 hrs./wk. 120 February 30 hrs./wk. 120 March 20 hrs./wk. 80 April 20 hrs./wk. 80 608 hours The three firms submitting proposals were as follows: Firm Hourly Rate Proposed Fee LSA $80 $48,640 The Synthesis Group 50 30,400 Castaneda & Associates 50 30,400 C �2 ►4 :'t . "A h i";" fK, 4-A�W�,NoA �4� n C 2 Agenda Item -2- September 29, 1987 All consultants were interviewed and references investigated. Based on the interviews and experience of the consultants, it is recommended The Synthesis Group provide the necessary services. Specifically, Richard Zimmer, of The Synthesis Group, would be the individual assigned to the project and would personally fill the duties related to staff services for the Agency. Mr. Zimmer has extensive redevelopment experience including past responsibilities as Vice President, Mack Briggs and Associates Inc., and Director of Planning and Building for the City of LaHabra. As a private consultant, Mr. Zimmer's clients have included the Santa Ana Redevelopment Agency, City of Riverside, Sacramento Housing and Redevelopment Agency as well as numerous developers. PUBLIC NOTIFICATION None. COMMISSION/BOARD REVIEW, RECOMMENDATION None. FINANCIAL CONSIDERATIONS The contract amount based on 608 hours is $30,400; however, in the event additional services are necessary, it is recommended the contract be in the amount of $35,000 to be billed hourly. A portion of the consultant's fee is proposed to be funded from the estimated $10,000 salary and overhead savings resulting from a portion of the staff's leave of absence being without pay. It is recommended that the Agency approve a budget amendment of $10,000 from its Administrative and Overhead account to its Specialized Services account. Funds for the consultant's services will consist of the $10,000 budget amendment and an additional $25,000 from the Specialized Services account for a total of $35,000. ALTERNATE ACTIONS 1. Authorize the Agency to enter into a contract with The Synthesis Group for $35,000, and approve a $10,000 budget amendment from the Agency's Administrative and Overhead account to the Specialized Services account. 2. Direct staff to seek further proposals. Agenda Item -3- September 29, 1987 RECOMMENDATION By motion, authorize the Executive Director of the Community Redevelopment Agency to execute a contract with The Synthesis Group for general redevelopment services in the amount of $35,000 and approve a budget amendment of $10,000 from the Administrative and Overhead account to the Specialized Services account. Respectfully submitted, Thomas G. Merrell, Deputy Director Community Redevelopment Agency TGM:PAD:dh GPDAI915871 AGENDA ITEM September 29, 1987 TO: Stephen B. Julian, Executive Director FROM: Thomas G. Merrell, Deputy Director Community Redevelopment Agency SUBJECT: Consultant Selection - Redevelopment Services SITUATION Summary and Recommendation: Redevelopment services will be necessary while two members of the redevelopment staff are on leave. Four consultants were invited to submit proposals for general redevelopment services and two have responded. The CDA's three month leave of absence will begin in November, which necessitates commencement of consultant services in mid-October. Inasmuch as the next CRA meeting will not occur until October 20, it is essential that this item be acted on at this time. Interviews and evaluation of the candidates could not be completed prior to agenda transmittal. The Executive Director will present a report and recommendation prior to the CRA meeting. PUBLIC NOTIFICATION None. COMMISSION/BOARD REVIEW RECOMMENDATION None. FINANCIAL CONSIDERATIONS Budget and funding will be presented with the final report. ALTERNATE ACTIONS 1. Direct staff to solicit additional proposals. 2. Do not fill position(s) during the leaves of absences. RECOMMENDATION A recommendation will be made at the September 29, 1987, meeting. Respectfully submitted, rix)"m4wtc Thomas G. Merrell, Deputy Director Community Redevelopment Agency TGM:PD:ms AI929874 Adbk INFINITE IMAGING SYSTEMS 23011 Moulton Parkway, Suite#E-8 Laguna Hills, Califom4a 92653 (714) 472-2777 �i� r San Juan Capistrano G)Tn in un i ry Redevelopment Ageno i October 27, 1987 The Synthesis Group P. O. Box 18446 Anaheim Hills, California 92817-8446 Re: Consultant Agreement - Redevelopment Services Gentlemen: The Board of Directors of the San Juan Capistrano Community Redevelopment Agency at its regular meeting held September 29, 1987, approved an Agreement for Consulting Services with your firm for redevelopment services in an amount not to exceed $35,000. A fully-executed copy of the agreement is enclosed for your information. Take note of pages four and five of the agreement referring to insurance coverage. Please forward the required certificates of insurance to this office as soon as possible, being sure to list the City of San Juan Capistrano and the San Juan Capistrano Community Redevelopment Agency as additional insured. If you have any questions regarding the insurance requirements, please contact Dawn Schanderl of my staff. Thank for your cooperation. Very truly yours, 79 Mary Ann nover, CMC Agency Secretary MAH/mac Enclosure cc: Deputy Director Community Development Assistant 32400 Paseo Adelanto San Juan Capistrano California 92679 714-493-1171