1989_0522_VAIL SPECK TAYLOR, INC_Consulting Services Agreement AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT is made and entered into this 22 day of May, 1989, by and
between The CITY OF SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT
AGENCY, hereinafter referred to as "Agency," and VAIL SPECK TAYLOR, INC.
hereinafter referred to as "Consultant."
WITNESSETH
WHEREAS, Agency requires professional consulting services for the project
described as follows:
GENERAL DESIGN SERVICES
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 City.
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 associated with General Design Services as directed by the Agency.
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.
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 com-
pleted on or before June 30, 1989.
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SECTION 4. PAYMENT FOR CONSULTANT'S SERVICES.
Payments under this Agreement shall be as follows:
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 telephone and
reproduction) were incurred, shall be submitted to: CIty of San Juan Capistrano
Community Redevelopment Agency, ATTN: Nancy Erickson, 32400 Paseo Adelanto, San
Juan Capistrano, California 92675
Total cost to Agency for Consultant's fees shall not exceed $9,800.00
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 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.
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• i
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 City and copies thereof shall be furnished, if requested.
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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.
1. Comprehensive General Liability. Consultant shall maintain in full force
and effect Comprehensive general liability coverage, including premises operations,
products/completed operations, Board form property damage, and blanket contractual
liability in the following minimum amounts:
$500,000 property damage;
$500,000 injury to one person/any one occurrence/
not limited to contractual period;
$1,000,000 injury to more than one person/any one
occurrence/not limited to contractual period.
II. 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:
$300,000 injury to one person/any one occurrence/
not limited to contractual period;
$1,000,000 injury to more than one person/any one
occurrence/not limited to contractual period.
III. Worker's Compensation. If Consultant intends to employ employees to
perform services under this Agreement, Consultant shall obtain and maintain, during the
life of this Agreement, Worker's Compensation Employer's Liability Insurance in the
statutory amount as required by state law.
This policy/policies shall not terminate, nor shall they be cancelled, nor the
coverage reduced, until after 30 days written notice is given to the Agency.
Consultant shall provide, prior to beginning work, Certificates of Insurance to
the City establishing that the required insurance coverages have been secured by
Consultant.
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.
Page 4
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 City in any capacity whatsoever as an agent.
Consultant shall have no authority, express or implied, pursuant to this Agreement to
bind City to any obligation whatsoever.
SECTION 21. PERSONNEL.
Consultant agrees to assign the following person/persons to perform the tasks set
forth in this Agreement:
Michael A. West
Glenn O. Taylor
Consultant shall not unilaterally alter the assignment of the above personnel
without the authorization of Community Development 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first hereinabove written.
CONSULTANT
B �
VAIL SPECK TA IC. 5/23/89
SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY
By
Approved as to form: Attest:
By� O rai � J
John R. yaw, City Attorney Mary An ' a aKover over
Page 6
INFINITE IMAGING SYSTEMS
23011 Moulton Parkway, Suite #E-8
Laguna Hills, California 92653
(714) 472-2777 �ti
ACHORnm� CME IR F INSURANCE ISSUE DATE(MMIDD(YY)
6-8-89
PRODUCER THIS CERTIFICAT ��SS A MATTER OF INFORMATION ONLY AND CONFERS
Brian H. Zenz Insurance Agency, Inc. NO RIGHTS UPON
HOLDER.THIS CERTIFICATE DOES NOT AMEND,
g Y> EXTEND OR ALTER THE COVERAGE RDED BY THE POLICIES BELOW
Five Upper Newport Plaza Drive
Newport Beach, CA 92660 M A AFFORDING COVERAGE
(714) 833-1541 CITY CLERK
COMPANY
LETTER A ThEQInsurance Company
CODE SUB-CODE
180201 COMPANY JUAN CAPISTRANO
INSURED LETTER B
Vail. Speck Taylor, Inc. COMPANY C
2530 Red Hill Avenue
Santa Ana, CA 92705 COMPANY D
LEER
COMPANY
LETTER E
COVERAGES
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.
CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION ALL LIMITS IN THOUSANDS
LTR DATE(MM/DD/YY) DATE(MM/DD/YY)
GENERAL LIABILITY GENERAL AGGREGATE $ 1,000/
A X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMPIOPS AGGREGATE $ 1,000/
CLAIMS MADE X OCCUR. 72 UUC ZP7949 10-24-88 10-24-89 PERSONAL&ADVERTISING INJURY $ 1,000/
OWNER'S&CONTRACTOR'S PROT. EACH OCCURRENCE $ 1,000/
FIRE DAMAGE(Any one lire) $ 100/
MEDICAL EXPENSE(Any one Demon) $ 10/
AUTOMOBILE LIABILITY COMBINED
SINGLE $ 1,000,000,
ANY AUTO LIMIT
ALL OWNED AUTOS BODILY
SCHEDULED AUTOS INJURY $
(Per person)
HIRED AUTOS BODILY
A X NON-OWNED AUTOS 72 UUC ZP7949 10-24-88 10-24-89 (Perla aUden $
GARAGE LIABILITY PROPERTY $
DAMAGE
EXCESS LIABILITY EACH AGGREGATE
OCCURRENCE
S $
OTHER THAN UMBRELLA FORM
WORKER'S COMPENSATION STATUTORY
A AND 72 WEC EG8341 11-01-88 11-01-89 100,000. (EACH ACCIDENT)
EMPLOYERS'LIABILITY $ 500,000. (DISEASE—POLICY LIMIT)
$ 100,000. (DISEASE—EACH EMPLOYEE
OTHER
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS
CG0001 11/85 Commercial General Liability Coverage Form
Additional insured endorsement will follow under separate cover.
CERTIFICATE HOLDER CANCELLATION
Dawn Schanderl SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
City Clerks Office EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL R}K*K((NkXTQ
City of San Juan Capistrano MAIL 10DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE
32400 Paseo Adelanto LEFT' dkff8tl;ytpt52T{ gp �pq -xrkA�g,>Llpglk'pR
San Juan Capistrano, CA 92675 # !1 ##!R+ 4PR� t��fd2�Yx4E �t�§Pi�$�€aNER3�
AUTHORIZED REPRESENT E / 0 � �-r
f �PC s1�
ACORD 25-S 3188) IDACORD CORDO 'BTION 7988
RECEIVED
Uad Speck Taylor Inc. — —
JUN 5 0 AM
Carnegie Centre
2530 Red(fill Auntie CITY CLERK
.Santa Ana,Califorma 92705 DEPARTMENT
(714)250-5588 CIT" Or SAN
JUAN fdP.STRANt} (y n _e,4CL.
June 2, 1989 ? /111P "/y,• {(
01&-
Dawn SchanderlQ�r/ Ql T (JY1lJ
City Clerks office _
City of San Juan Capistrano
32400 Paseo Adelanto CCPO
San Juan Capistrano, CA 92675 _1U . , I /,y� at, '/, ,
Re: City of S.J.C. Redevelopment ( i in i � �j�p// ip( /WKl �(�
General Design Services �•G14-C ��^ ^� Y
Contract Amount - $9, 800. 00
Dear Ms. Schanderl:
Pursuant to our conversation yesterday, regarding the City's
request of consultants to provide $1, 000, 000 of Auto
Liability Insurance; I am formally requesting a waiver of
the $1, 000, 000 and acceptance of our existing policy for
$500, 000.
our existing policy has been acceptable to major developers
up to this point and the limited size of our contract with
S.J.C. would make it more feasible in the light of keeping
our costs at a reasonable rate.
Thank you for overseeing this request and if I can be of any
further assistance, don't hesitate to call .
Cordially, 61-5-169
/ 169 (VAIL SPECK TAYLOR, INC. l
Victoria McCrann-DeMarco
Office Manager Cn �
07
demarco/sjcins
A Land Use Services Company
Prnjed Processirw• Development Planning and Design•Na(ural Resource Management
A04010,I/a CERTIFICA F INSURANCE ISSUE DATE(MMIDDIYY)
5-25-89
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS
NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND,
Brian H. Zenz Insurance Agency, Inc. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW
Five Upper Newport Plaza Drive
Newport Beach, CA 92660 COMPANIES AFFORDING COVERAGE
(714) 833-1541 COMPANY
LETTER A The Hartford Insurance Company
CODE 180201 SUB-CODE
COMPANY s
INSURED LETTER
COMPANY
Vail Speck Taylor, Inc. LETTER C
2530 Red Hill Avenue COMPANY
Santa Ana, CA 92705 LETTER D
COMPANY E
LETTER
COVERAGES
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.
CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION ALL LIMITS IN THOUSANDS
LTR DATE(MMIDDIYY) DATE(MM/DD)YY)
GENERAL LIABILITY GENERAL AGGREGATE $1,000/
A X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OPS AGGREGATE $ 1 QQO//
CLAIMS MADE X OCCUR. 72 UUC ZP7949 10-24-88 10-24-89 PERSONAL B ADVERTISING INJURY $ 750/
OWNER'S A CONTRACTOR'S PROT, EACH OCCURRENCE $ 750
FIRE DAMAGE(Any one fire) $ 100/
MEDICAL EXPENSE(Any ons Penson) $ 10/
AUTOMOBILE LIABILITY COMBINED
ANY AUTO "M SINGIT
$500,000.
ALL OWNED AUTOS BODILY
SCHEDULED AUTOS INJURY $
(Per Parson)
HIRED AUTOS BODILY
A X NON-OWNED AUTOS 72 UUC ZP7949 10-24-88 10-24-89 (Per/RY accident)
GARAGE LIABILITY
PROPERTY $
DAMAGE
EXCESS LIABILITY EACH AGGREGATE
OCCURRENCE
a a
OTHER THAN UMBRELLA FORM
WORKER'S COMPENSATION STATUTORY
$ 100,000. (EACH ACCIDENT)
A AND 72 WEC EG8341 11-01-88 11-01-89 $ 500,000. (DISEASE—POLICY LIMIT)
EMPLOYERS'LIABILITY
$ 100,000. (DISEASE—EACH EMPLOYEE
OTHER
DESCRIPTION OF OPERATIONS/LOCATIONS/VENICLEWRESTRICTIONS/SPECIAL ITEMS
sCERTWICATE HOLDER CAHCEIAATm
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 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE
Sari Juan Capistrano, CA 92675 LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
LIABILITY OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES.
Attn: Brian Fisk
AUTHORIZED REPRES NE /
RD 26 5 3/68 OACORD