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.
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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.
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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
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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***
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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
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POLICY NUMBER
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GENERAL LIABILITY-—
PILDUCIS COMPWS Ary: 16:4-f $
COMMERCIAL GENERAL LIABILITY
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PERSON4. E AOCEANS".(,_ P.
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EACH OCLVAAH.C! $
NM GAMAV W. 01;L 196 $
MEDICAL CAPENSf 'At., 041 AFRSC'..
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AUTOMOBILE
LIABILITY
ANY AUTP
—
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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
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aMAw $ _5
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OTHER THAN UMBRELLA FORM
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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-�.._ _-.