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1990-0901_SYNTHESIS GROUP, THE_AgreementAgency Copy T 12/31/90 FOR CONSULTING SERVICES THIS AGREEMENT is made and entered into this 1 3� day of ' 1990, by and between the CITY OF SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, hereinafter referred to as "Agency," and THE SYNTHESIS GROUP hereinafter referred to as "Consultant." W I T N E S S E T H WHEREAS, Agency requires professional consulting services; and, WHEREAS, Consultant represents that he 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 minimum direction and assistance from Agency. All work performed by Consultant, however, shall be subject to review and approval of the Executive Director of the 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 City and Agency files and Agency shall provide copies of any such data Consultant requests at no cost to Consultant. Page 1 • 0 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. The services provided under this Agreement shall be completed on or before December 31, 1990. SECTION 4. PAYMENT FOR CONSULTANT'S SERVICES. Payments 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 monthly period for which the billing is made, and including dates on which expenses (except costs for reproduction and telephone) were incurred, shall be submitted to: City of San Juan Capistrano Community Redevelopment Agency, Attn: Jeff Parker, 32400 Paseo Adelanto, San Juan Capistrano, California 92675. Total cost to Agency for Consultant's fees shall not exceed $4,500.00. 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 Agreement. 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, 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. Page 2 SECTION S. 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 City or 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 this project without the prior written consent of Agency. SECTION 10. CHANGES IN SCOPE OF CONSULTANTIS SERVICES. No additional fee shall be paid by Agency for additional consulting services not included in this Agreement without the written approval of the 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 this 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. Mail, 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 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. Page 3 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. MAINTENANCE OF RECORDS. Consultant 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 16. INDEPENDENT CONTRACTOR. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City or 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 17. INSURANCE REQUIREMENTS. I. Comprehensive Automobile Liability. Consultant shall maintain in full force and effect comprehensive automobile liability coverage, including owned, hired, and non -owned vehicles in the following minimum amounts: $50,000 property damage; $100,000 injury to one person/any one occurrence/ not limited to contractual period; $300,000 injury to more than one person/any one occurrence/not limited to contractual period. Page 4 This policy shall not terminate, nor shall it be cancelled, nor the coverage reduced, until after 30 days written notice is given to the Agency. Consultant shall provide an endorsement to Agency establishing that Agency and City have been legally added as an additional named insured to the insurance policies required under this Agreement. SECTION 18 TIME FOR SUBMITTING PROOF OF INSURANCE Consultant shall submit proof of insurance requirements under this Agreement to the City Clerk's office prior to beginning any work under this Agreement. Consultant shall not receive any compensation until all insurance provisions have been satisfied. SECTION 19 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 20. CONSULTANT NOT AN AGENT. Except as Agency may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of Agency in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind Agency to any obligation whatsoever. SECTION 21. PERSONNEL. Consultant agrees to assign the following person 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 Executive Director of the Agency or his designee. 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. Page 5 9 0 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written. SAN JUAN CAkPISTRANO COMMUNITY REDEVELOPMENT AGENCY By4�_- of r Parker s i anC to the City Manager Approv d as to form: John R. Shaw, City Attorney Page 6 0 0 EXHIBIT A SCOPE OF TASKS 1. Assistance in analyzing and processing the proposed public improvements for Solag Property Acquisition. 2. Assistance in developing computerized spreadsheets for tracking of the Agency's financial position, cash flow, and other assets obligations. 3. Assistance in implementing Mission Hacienda project. 4. Providing staff with advice and information concerning other projects. 5. 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. 0 EXHIBIT B PAYMENT FOR SERVICES I. Compensation U The total compensation for all services performed pursuant to this Agreement shall not exceed $4,500.00, billable at a rate of $65.00 per hour. II. E"enses Consultant shall not be reimbursed for any out-of-pocket or other expenses, unless approved by Agency. INFINITE IMAGING SYSTEMS 2301 I Wultowi f'aakway, Suite #E-8 t,iWt ma IdJI, r'aly#. rma 92053 1 71 14 4;2-2'777 or REr.FivED 2 2 1991 CITY CLERK'S DEPARTMENT - ACTION REMINDER TO: Cassandra Walker, Community Development Manager FROM: Records Coordinator DATE: December 15, 1990 SITUATION: On September 1, 1991, the San Juan Capistrano Redevelopment Agency entered into an Agreement with The Synthesis Group to provide consulting services for the project described as Professional Services for Various Projects. ACTION REQUESTED: This agreement states services provided shall be completed on or before December 31, 1990. Please advise this department if agreement will be completed by the December 31st expiration date or if it will be extended. ACTION TO BE TAKEN: I� NYU R &aj jtp� IG 1 l Qi�l i, DATE WHEN NEXT ACTION (S) SHOULD BE TAKEN: SIGNATURE OF OFFICIAL TAKING ACTION. DATE SIGNED: Tickler Date: Deadline Date: ***FOR CITY 12/15/90 12/31/90 cc: City Attorney Assistant City Manager (600.40/synthesis) G7� CLERK'S DEPARTMENT USE ONLY*** � t + Vt. • �.O UTUQJutII:Q�L�1 e. 0 0 San Juan Capistrano Community Redevelopment Agency I 4 September 13, 1990 Rick Zimmer The Synthesis Group P. O. Box 18446 Anaheim Hills, California 92817-8446 Re: Award of Consulting Services Agreement Mr. Zimmer: Enclosed for your records is a fully -executed copy of the Agreement to provide professional services for a variety of Community Redevelopment Agency projects. Services under the agreement are to be completed on or before December 31, 1990, at a cost not to exceed $4,500. The insurance required in Section 17 of the contract have been met; however, the required liability endorsement is still outstanding. A copy of the City's endorsement form is enclosed for your use in meeting that requirement. Thank you for your cooperation. If we can be of further assistance, please call. Very truly yours, CherylJ nsot City Clerk Enclosure 82400 Paseo Adelanto San Juan Capistrano California 92675 714-493-1171 PRODUCER • uATT-G K wtnw.Trnw nNLv /NDCCONFERS SChrinmer Insurance Agency, Inc P 0 Box 788 La Habra CA 90633-0788 MSUAEO Richard J Zimmer 6083 Avenida Arbol Anaheim CA 92807 AL POLICIES COMPANIES AFFORDING COVERAGE CO'PANY LETTER A CNA Insurance Company__ _ COMPANY p LETTER Y COMPANY C LETTER COMPANY O LETTER COMPANY LETTEA E THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE SEEN ISSUED TO THE INSURED NAMED ABOVE POR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT To WHICH THIS CEA7IFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDI TIME OF SUCH POLICIES. CO L!R TY: c OF INSURANCE POLICY NUMBER PD:G H•LLllvt c4•f I •J4bxNYI '0`CGPIA4➢Ov u4^ I'!M'OO:rYI ALL LIMITS IN THOUSANDS ---�— GEnfAAI Af.GRFOa $ GENERAL LIABILITY-— PILDUCIS COMPWS Ary: 16:4-f $ COMMERCIAL GENERAL LIABILITY CLAMS NaM ❑riCCLWRi VCE PERSON4. E AOCEANS".(,_ P. OANER S L CO41R4(JUN:, FAa[F(,.Vf EACH OCLVAAH.C! $ NM GAMAV W. 01;L 196 $ MEDICAL CAPENSf 'At., 041 AFRSC'.. • ' A AUTOMOBILE LIABILITY ANY AUTP — --- Cil $ A:L OWNED AUTOS SCNEOULED AUTOS AD 852-93-44-2 1/18/90 1/18/91 FwxWNold� IPEA KA3041 $ 100.0-0 HIRED AUTOS Iw NONOWNEDAu105 Nl $ QQ GARAGE 1146�LIn rNW[Air aMAw $ _5 y,., A.OAo. r v A.d.CI Excctt uABalTr $ $ OTHER THAN UMBRELLA FORM 91 L •;a:� WORMERSCOMPENSATION $ PCGC{'.li AND $ C SIASf IJ Ifr.4' EMPLOYERS* LIABILITY ' $ :: DISE-HL.I Fr;:•; OTHER A Auto Physical Damage AD 852-93-44-2 1/18/90 1/18/91 $100 ded Comp $200 ded collision DESCRIPTION CP OPERATIONSI LOCAT.ON$ I VEHICLES I RESTRICTO'6 i SPECIAL ITEL'5 1989 Toyota Van JT3YR2640052176 L;IEy Ur sill Jude L;apIStrano 32400 Paseo Adelanto San Juan Capistrano CA 92675 Attn: Dawn M SChanderl SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 6EFOR1 THE Is PIRATILiN DATE THEREDF, ENE ISSUING COM/ANP WILL ENb1AVDA I� MAIL DAYS WRITTEN NOTICE TO THE CERTIFICATE WILL N WAMID OP TNf LEFT. BpI FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLEOATION UR IABILI Y OF ANY KIND uon.• ....a-�.._ _-.