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1989-0701_SYNTHESIS GROUP, THE_Agreement AGREEMENT FOR CONSULTING SERVICES THIS AGREEMENT is made and entered into this 1st day of July, 1989, 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." WITNESSETH WHEREAS, Agency requires professional consulting services for redevelopment project implementation, WHEREAS, Consultant represents that it/he is duly qualified to provide said service, NOW, THEREFORE, 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 Deputy 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 Exhibits 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. Page 1 SECTION 4. PAYMENT FOR CONSULTANT'S SERVICES. Payments under this Agreement shall be as follows: At the hourly rate of $65.00. 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 $9,945.00. 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 of 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. 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 this project without the prior written consent of Agency. Page 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 the Agency prior to under- taking 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 3. 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. 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. Page 3 • 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 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 farce and effect comprehensive automobile liability coverage, including owned, hired, and non- owned vehicles in the following minimum amounts: $ 50,000 property damage; $ 50,000 injury to one person/any one occurrence/ not limited to contractual period; $100,000 injury to more than one person/any one occurrence/not limited to contractual period. 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. Page 4 SECTION 21. PERSONNEL. Consultant agrees to assign the following person/persons to perform the tasks set forth in this Agreement: RICHARD ZIMMER Consultant shall not unilaterally after the assignment of the above personnel without the authorization of Jeff Parker, Sr. Management Assistant. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written. CO SU TA B i and Zimmer CITY OF SAN IUAN CAPISTRANO a $ Approved as to form: Attest: By John R. Sha City AttorneyMare over, City Clerk Page 5 INFINITE IMAGING SYS'T'EMS 23011 Moulton Parkway, Suite #E-8 Laguna Hills, California 92653 (714) 472-2777 =!t_ Fes. aapD�cEA / THIS CERTIFICATE H ISSUED IC T MATTER Of INFORMATION ONLY AND CONFERS EX ENHTS UPON THE CERTIFICATE MOLDER.D MY THE POLICIES ODES NOT AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW Schrinm)er Insurance Agency, Inc P 0 Box 788 COMPANIES AFFORDING COVERAGE Le Habra CA 90633-0788 CO PANY LETTER A CNA Insurance Company COMPANY 8 INSURED LETTER Richard J Zimmer LETTERNY C 6083 Avenida Arbol COMPANY Anaheim CA 92807 LETTER COMPANY „- LETTER THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE fOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REOUIREMENT,TEAM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT 70 WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED MY THE POLICIES DESCRIBED HEREIN I$SUBJECT TO ALL THE TERMS,EXCLUSIONS AAD CONCE TIONS OF SUCH POLICIES. "O TY; c OF INSURANCE POLICY NUMBER P'!I,, LI•_CIIIE LDV:1 EA•IR�TIOY ALL L1M iT5 IN THOUSANDS a DA•i ro'.oDrvrl VA': Y.M.ID_Wj GENERAL LIABILITY y. —�.� rfnEAAI AccREui6 .. COMMEHCIAI GENERAL LIABILITY vAVUuCtS COMN+*W 66tvGF's $ - CLAMS MACK ❑I LCL'RREVCE PEASONA.d ADYERIIj O.%FP S B CONTRA:.?UR PRI)TFC`!4E fACR DCCURHPdE $ ftft OAMAIE Wo Gat I•,E: $ MfMCAL<,aPE�Sf :AL, D•a Gva_sc $ AUTOMOBILE LIABILITY A ANY AW CSL $ A_L OWNED AUTOS AD 852-93-44-2 1/18/90 1/18/91 wm.• N�URY SCHEDULED AUTOS IMA Pe"'or. $ 1 DO 000 HIRED AUTOS IM NON DWNFD AUTOS $ 3 OQ GARAGE LIABILITY PNflEAIv aRRRDE $ 50.000 EXCESS LIABILITY _ . ._ -.. --- — 1.- ADo•e.•-s cx • c.CE OTHER THAN UMBRELLA FORM 1 StAtVTC�r WORKERS COMPENSATION AND $ [-SEASE aO_Ilr EMPLOYERS'LIABILITY ,v'- . $ OTHER A Auto Physical Damage AD 852-93-44-2 1/18/90 11/18/91 $100 ded Comp IL $200 ded collision I[IgESCRIPTION CF OPEAATN]NSILOCATIONSIVEM$CLES)FIE$TAICTI.7V$I$PECIAL ITEC+$ Toyota Van JTUR26w6K5052176 EAU D ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EX City of San Juan Capistrano 0N DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TC 32400 Paseo Adel auto DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE San Juan Capistrano CA 92675 "FT, B T FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBIICATION DA Y OF ANY KIND UPON TH COMPANY,ITS AGENTS OR REPRESENTATIVES Attn: Dawn M SChanderl IZEDREPRE aAT E 0 (MLUGGIYYI A0401:11J. CERTIFICAk- OF INSURANCE 11111111111 X NWGAi{x 2-13-99 PHODUCEN 10•.I 111111 ICAIL IS ISSUED AS A MATTER Of INFORMATION ONLY AND CONPEM II•I hilt I I S UPON THE CERTIFICATE HOLDER.THIS CERTtftCATE DOE{NO Schrimwr Insurance Agency, Lt IC. I A It 14I1 UH Al TER THE COVERAGE AFFORDED BY THE POLICIES BELOW PO Box 788 La Habra, CA 90633-0788 COMPANIES AFFORDING COVERAQH P.,I ...I A u CNA CHUG SUB COOL to INSURED 1111I1� Richard Zimmer C" 6083 Avenida Arbol C Anaheim, CA 92807 D i w E 1 C •• .n COVERAGES 60 1111 S IS I tI CL N 111-Y I HA I THE POL IUILS Ut IH 1,011,1 u 1 1[ I L 11 UI 1,),Y I HI JI UL L N ISSUED 10 1 HE INSURED NAMED ABOVE FOR THE POLICY P, INDICA I LD NOT WITHSTANDING ANY REOIIIHEIVIL H urA uH LnHnn a nJ nr ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO i A H 1 IE ICA 1 L MAY bt. ISSUED OR MAY PEM I AIN, 1 Nt rt,'d n Ani a It A, I 1 40 re 1 I UY i HE POLICIES DESCRIBED HEREIN IB SUBJECT TQ ALL THEImm L RCl lIS1ONS ANT)CONDITIONS OF SUCH PUl ICILS 116tH y .,rTUW I I III I MVI bf:LN REDUCED BY PAID CLAIMS. "O IV uE INSURANCE I'll u., a„1.m.a I"'I N I EhhtG IIYE POLICY EXPIRATION ALL List 1IN UAIt 1MM.IIUIYYI DATEIMWUDIYY) GkNEHAl.11AHI11f Y GENERAL ATAGREGATE E LOXIMIIN IM 1ANl HAI tlAblWY P110DUCTS-0OMPAO►S AGGIIII E (I AIMS MALA OCCUR PRAWN"t ADVERTISMO WAIRY (IWHI 11 a A E.UNI HAI IDH 6 PRtll EACHOWUB WAG11 S FINE DAMAGE tAM'AIM INP) E I AIENCAL EXPENSE(My DIIP INNARAI S AUTOMOUIlk I.I ANIIIIY COMO”" SINGLE E ANY AUIU LIMIT At I O W NEU ATTARS BGD4Y IwupY X 1(10 X S(.111Dill LNA 10S AU 852-53-.11-I -16-89 1-18-901Pwpul N 111111 II A(IIUS bODXY Nura llWNL l.Aul U] IwURY E 300 IPP,AKMYAI) 4,A11Ald I ANIIIfY PROPERTY DAMAGE E 50 EXCESS LIASu it EACH AB{{EEILT{ OCCURRENCE M (tl1fill MAN I)MUNtl I A WHM WOHXkH 5 COMPENSATION STATUTORY AND E (EACH ADCIG{ND 1 EMP{.OYEHS' f LDL{EAEE—EARN O THtH I I DLSCNIPITU"UE OPERA JIUNSILOCAHONSIVtHICI LS.HtS IIIA.N,nm ..rtll..i If 1989 'ibyota van TP3YTQ61tl6K5uS I /11 CEHT IFICATE HOLDER ! :In J,,I.l I A l ION In,,'I I. ,ANY fit 111E AbOVL UESCHIbW POLICIES BE CANCELLED BEFORE THE City OF San Juan Cap15tT'e lu u,IH OA7L THEREOF IHE ISSUING COMPANY WILL ENOEAVDIR TO 1 32400 Paseo Adelanto I'll HAYSWHTTIENNUIICETOTHE CERTIFICATE HOLDER NAMEQTQTNE San .Juan CaPistran0, ( A 926 /"J I 1 1 III I I 1 All UHL 10 II SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR nn 1I Y I,) ANY KIND UPON INE COMPANY, ITS AGENTS OR REPRE{ENTATRIEE. X1.1 c.a utrutbtNlATrvt 1 Atten: City Clerk 11 ACOHD 2b S IJ/RbI 10ACORD CORPnOATonM yAUA San Juan Capistrano Community Redevelopment Agency i ;- August 9, 1989 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 July 1, 1989, Agreement for Consulting Services for professional services to assist with Community Redevelopment Agency projects. The Agency has received the automobile insurance certificate; we still need an endorsement naming the City and Agency as additional insureds. Thank you for your cooperation. If we can be of further assistance, please call. Very truly yours, Mary Ann anover Agency Secretary MAH/cj Enclosure cc: Jeff Parker (with agreement) Cass Walker (with agreement) 32400 Paseo Adelanto San Juan Capistrano California 92675 714-493-1171