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C-5165 - On-Call PSA for Background Investigative Services
N AMENDMENT NO. ONE TO ON - CALL PROFESSIONAL SERVICES AGREEMENT WITH RCS INVESTIGATIONS AND CONSULTING, LLC FOR BACKGROUND INVESTIGATIVE SERVICES THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 29th day of May, 2017 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and RCS INVESTIGATIONS AND CONSULTING, LLC, a California limited liability company ("Consultant"), whose address is P.O. Box 29798, Anaheim Hills, California 92809, and is made with reference to the following: RECITALS A. On June 26, 2012, City and Consultant entered into an On -Call Professional Services Agreement ("Agreement") for background investigative services ("Project"). B. The parties desire to enter into this Amendment No. One to extend the term of the Agreement to December 1, 2017, increase Compensation, update the Schedule of Billing Rates, update Hold Harmless language, update Insurance Requirements, and update Notices. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on December 1, 2017, unless terminated earlier as set forth herein." 2. COMPENSATION TO CONSULTANT Exhibit B to the Agreement shall be amended in its entirety and replaced with the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference ("Schedule of Billing Rates"). Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed, Five Hundred Thousand Dollars and 001100 ($500,000.00) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. One, including all reimbursable items and subconsultant fees, in an amount not to exceed Fifty Thousand Dollars and 001100 ($50,000.00). 3. HOLD HARMLESS Section 9 of the Agreement is amended in its entirety and replaced with the following: "9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant." 4. INSURANCE Section 14 of the Agreement is deleted in its entirety and replaced with the Insurance Requirements attached hereto as Exhibit C and incorporated herein by reference ("Insurance Requirements"). 5. NOTICES Section 25.1 of the Agreement is amended in its entirety and replaced with the following: "All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when RCS Investigations and Consulting, LLC Page 2 delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Human Resources Manager Human Resources Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92660 Phone: 949-644-3304" 6. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] RCS Investigations and Consulting, LLC Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTORNEY'S OFFICE a California municipal corporation Date: ./-dS07 Date: S—'10 -11 - By: --3011 -. By: tW By: Aaron C. Harp Dav City Attorney City Manager ATTEST: CONSULTANT: RCS Investigations and Date: Consulting, LLC, a California limited liability company Date: J /Z� 7 By: �. y By. Leitgni I. B wn Charlie Chavez City Clerk Managing Partner Attachments [END OF SIGNATURES] Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements RCS Investigations and Consulting, LLC Page 4 EXHIBIT B SCHEDULE OF BILLING RATES APPLICANT POSITION BILLABLE RATE Police and Fire Sworn $1,650 per investigation and Dispatchers Police and Fire Non -POST $1,500 per investigation Misc. Executives, Directors and Managers $1,650 per investigation Volunteers and Interns $550 per investigation Reimbursement only allowed for travel outside the Southern California area; Travel Expenses these expenses must be pre - approved by the City in writing and in advance of incurring the expense RCS Investigations and Consulting, LLC Page B-1 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented RCS Investigations and Consulting, LLC Page C-1 vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. RCS Investigations and Consulting, LLC Page C-2 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's RCS Investigations and Consulting, LLC Page C-3 sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. RCS Investigations and Consulting, LLC Page C-4 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. Date Received: 5/30%17 Date Completed: 615117 Sent to Company/Person required to have certificate: Type of contract: Dept./Contact Received From Jonathan 5130/17 By: Alicia RCS Investigators & Consulting LLC All Other 1. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 6/19/16-6119117 A. INSURANCE COMPANY: Acceptance Casualty- Ins Company B. AM BEST RATING (A- : VII or greater): A-: X C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ❑ Yes ® No D. LIMITS (Must be $1 M or greater): What is limit provided? 1NL M E. ADDITIONAL INSURED ENDORSEMENT — please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) ❑ Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) ❑ Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers. officials, employees and volunteers): Is it included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes ® No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No 11. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 6/19/16-6/19/17 A. INSURANCE COMPANY: Acre tante Casualty Ins Company B. AM BEST RATING (A-: VII or greater) A-: X C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ❑ Yes ® No D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500.000 UM, $2M min for Waste Haulers): What is limits provided? E LIMITS Waiver of Auto Insurance /Proof of coverage (if individual) (What is limits provided?) N A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): ® N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ❑ Yes 0 No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: Work Comp Exempt Form on file A. INSURANCE COMPANY: B. AM BEST RATING (A- : VII or greater): C. ADMITTED Company (Must be California Admitted): D. WORKERS COMPENSATION LIMIT: Statutory E. EMPLOYERSLIABILITY LIMIT (Must be $1M or greater) F. WAIVER OF SUBROGATION (To include): Is it included? G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM.- H. ORM:H. NOTICE OF CANCELLATION: ❑ Yes ❑ No ❑ Yes ❑ No ❑ Yes ❑ No ❑ NIA ® Yes ❑ No ❑ NIA ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV PROFESSIONAL LIABILITY SAME POLICY AS GL CARRIER EFF: 6119!16-6119i17 ❑ N/A ® Yes ❑ No V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: II Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 6/5117 Date ❑ N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than Self Insured Retention or Deductible greater than $ 1 ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Risk Management approval needed due to GL, Auto and Professional Liability carrier same policy) being non - admitted. Sheri Approved 5/30117. Approved: Risk Management Date * Subject to the terms of the contract. OP ID: SMP 4coRo CERTIFICATE OF LIABILITY INSURANCE DATE 06145f20512rr017 057 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, Certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Alliance Mgt. & Insurance Sery 355 Via Vera Cruz #7 CONTACT Michelle Nowell PHONE FAX ac No Ext : 760-471-7916 A �, No : 760-471-9378 AIL ADDRESS: mnowell@aMiscorp.com CA AgentlBroker Lic# 0737966 San Marcos, CA 92078 Michelle A. NowellcusTOMER PRODUCER ID p: RCSIN-1 INSURER(SI AFFORDING COVERAGE MAIC # INSURED RCS Investigations & INSURER A: Acceptance Casualty Ins Camp 10349 Consulting, LLC PO Boz 29798 INSURER B A Anaheim, CA 92809-9798 INSURER C: X CP00960873 INSURER D: INSURER E: ( RENTED 144,44 PREMISES Ea occurrence $ INSURER F: CLAIMS -MADE 7XI OCCUR COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 fS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUB POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MM/DDryY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,004,04 A X COMMERCIAL GENERAL LIABILITY X X CP00960873 06!1912017 06/1912018 ( RENTED 144,44 PREMISES Ea occurrence $ CLAIMS -MADE 7XI OCCUR MED EXP (Any one person) $ 5,44 PERSONAL & ADV INJURY $ 1,000,04 X Errors & Omission GENERALAGGREGATE $ 5,404,44 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG $ 1,004,00 S Fil POLICY PRO LOC AUTOMOBILE A LIABILITY ANY AUTO CP00960873 06119/2017 0611912018 COMBINED SINGLE LIWT 3 1,444,44 (Ea accident} BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per acnidenl) $ X SCHEDULED AUTOS HIRED AUTOS PROPERTY DAMAGE $ (PER ACCIDENT) $ X NON -OWNED AUTOS 5 UMBRELLA LIAS OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS UAB CLAIMS -MADE DEDUCTIBLE $ $ RETENTION $ WORKERS COMPENSATION AND AND EMPLOYERS' LIABILITY YIN ANY R7PARTU EIEXECUTIVE 1,11 OTH- TORY LIMITS R E.L. EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? CERIMEMB ❑ N 1 A (Mandatory in NH) E. L. DISEASE - EA EMPLOYE $ E. L. DISEASE -POLICY LIMIT $ If yes, describe under DESC RI PTICN OF OPERATIONS below A Professional LiabCP0 0960873 06119!2017 06)1912018 Prof Liab 1,040,40 DESCRIPTION OF OPERATIONS � LOCATIONS f VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) City of Newport Beach,its City C0 un and commissions,officers. agents,volunteers,employees and any person or entity owningq or otherwise in legal control of the property upon which consultant performsthe project and/or services,with Primary Non Contributory Waiver of Subrogation and 30 Days Notice of Cancellation Investigation, t~A City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE % Q3acu-e.¢Q O 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: CP00960873 COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Persons Or Organization(s) Automatic Status Included Where Required by Written Contract. All Where Required by Written Contract. "It is agreed, as respects the Policy, thirty (30) days notice of cancellation, except as respects non- payment of premium, for which ten (10) days notice will apply, or other regulatory requirements that may apply, will be given as respects the indicated certificate holder." Information required to complete this Schedu6e, if not shown above, will be shown in the Declarations. j Section 11 — Who Is An Insured is amended to in- clude as an additional insured the person(s) or organ- ization(s) shown in the Schedule, but only with re- spect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 O ISO Properties; Inc., 2004 Page 1 of 1 0 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTING INSURANCE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART To the extent that this insurance is afforded to any additional insured under this policy, SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance, is deleted in its entirety and replaced with the following condition: 4. Other Insurance If all of the other insurance permits contribution by equal shares, we will follow this method unless the insured is required by written contract signed by both parties. to provide insurance that is primary and non-contributory, and the insured contract" is executed prior to any loss. Where required by a written contract signed by both parties, this insurance will be primary and non-contributing only when and to the specific extent required by that contract. However, under the contributory approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains; whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits_ Under this method; each insurer's share is based on the proportional ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. This endorsement forms a part of the Policy to which attached. effective on the inception date of the Policy unless otherwise stated herein (The following information is required only when this endorsement is issued subsequent to preparation of the Policy ) Endorsement effective: 0611912017 Policy No. CP00960873 Endorsement No Countersigned by Named Insured: RCS Investigations & Consulting. LLC CIGL 30 0114 POLICY NUMBER: CP00960873 COMMERCIAL GENERAL LIABILITY CG 2404 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any Person or Organization for whom the insured, prior to a claim, occurrence or incident for which the insured could reasonably expect a claim or occurrence to arise, was required via written agreement or contractual obligation, to waive such rights. The following is added to Paragraph S. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc.. 2008 Page 1 of 1 13 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 5/30/17 Dept./Contact Received From: Jonathan Date Completed: 6/5/17 Sent to: Company/Person required to have certificate: Type of contract: 5/30/17 By: Alicia RCS Investigators & Consulting LLC All Other I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 6/19/16-6/19117 A. INSURANCE COMPANY: Acceptance Casualty Ins Company B. AM BEST RATING (A-: VII or greater): A-: X C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ❑ Yes ® No D. LIMITS (Must be $1M or greater): What is limit provided? 1M/5M E. ADDITIONAL INSURED ENDORSEMENT — please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does F. not apply to Waste Haulers or Recreation) ❑ Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND ❑ Yes ❑ No G. COMPLETED OPERATIONS ENDORSEMENT (completed ❑ Yes ® No H. Operations status does not apply to Waste Haulers) ❑ Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No I, PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes ® No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 6/19/16-6/19/17 A. INSURANCE COMPANY: Acceptance Casualty Ins Company B. AM BEST RATING (A-: VII or greater) A-: X C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ❑ Yes EI No D. LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? E. LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): ® N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ NIA ❑ Yes ® No H. NOTICE OF CANCELLATION: ❑ N/A 0 Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: Work Comp Exempt Form on file A. INSURANCE COMPANY: B. AM BEST RATING (A-: VII or greater): C. ADMITTED Company (Must be California Admitted): D. WORKERS' COMPENSATION LIMIT: Statutory E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater) F. WAIVER OF SUBROGATION (To include): Is it included? G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: H. NOTICE OF CANCELLATION: ❑ Yes ❑ No ❑ Yes ❑ No ❑ Yes ❑ No ❑ N/A ® Yes ❑ No ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY SAME POLICY AS GL CARRIER EFF: 6/19116-6/19/17 ❑ N/A ® Yes ❑ No V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: 11 i Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 6/5/17 Date ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _ Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Risk Management approval needed due to GL Auto and Professional Liability carrier (same policy) being non - admitted. Sheri Approved 5/30/17. Approved: Risk Management ' Subject to the terns of the contract. OP ID: SMP CERTIFICATE OF LIABILITY INSURANCE U06/061201YYI 06!0512017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Alliance Mgt. & Insurance Sery 355 Via Vera Cruz #7 CONTACT Michelle Nowell PNMONE FAX ac xo Ell. 760-471-7116 Afc NA: 760-471-9376 ADDRESS mnowell aml9C0 .Com CA Agent/Broker Lic# 0737966 San Marcos, CA 92078 Michelle A. Nowell PRODUCER RCSIN-1 c .TOMER,°,: INSURER(S) AFFORDING COVERAGE NAIL, INSURED RCS Investigations & INSURER A:AccepbnceCasualty Ins Comp 10349 Consulting, LLC PO Boz 29798 INSURER B: X COMMERCIALGENERAL LABILITY Anaheim, CA 92809-9798 INSURER C CP00960873 06/19/2017 ,NsuRERD: ,NsuRER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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. INSR LTR TYPE OFINSURANCE ADDL SUB POUCYNUMBER POLICY EFF MMID POLICY EXP M LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 A X COMMERCIALGENERAL LABILITY X X CP00960873 06/19/2017 06119/2018 WED PREMISES OEa.accumennt m $ 100,00 CI -AIMS -MADE FxIOCCUR MED EXP (Any one person) $ 5,00 PERSONAL BAM INJURY $ 1,000,00 X Ertora80misalon GENERALAGGREGATE S 5,000,00 GENL AGGREGATE LIMIT APPLIES PER PRODUCTS - COMPIOP AGG $ 1,000,08 $ X Pa ICY PRO- JECT LOC AUTOMOBILE LARILRY COMBINED SINGLE LIMIT $ 1,800,86 (Eea�deM) AANY AUTO CP00960873 0611912017 0611912018 person) BODILY INJURY (Pef pe) $ ALL OWNED AUTOS BODILY INJURY (Per accMen[) $ SCHEDULED AUTOS PROPERTY DAMAGE X HIRED AUTOS (PER ACCIDENT) $ $ X NON-CWNEDAUTOS $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LAB CLAIMS -MAGE DEDUCTIBLE $ $ RETENTION $ WORRERS COMPENSATION OTR AND EMPLOYERS' LIABILITY YIN TWORSTATUUMIT- MY PROPRIETORIPARTNERIEXECIfrME E.L. EACH ACCIDENT $ OFFICERMEMBER EXCLUDED? NIA (Mandatory In NH) E.L. DISEASE -EA EMPLOYE $ If yes, descnbe under DESCRIPTION OF OPERATIONS Iasi. E.L. DISEASE - POLICY LIMIT I S A Professional Liab CP00960873 06119/2017 06/1912018 Prof. Liab 1,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ANaLh ACORD 101,Addltlonal Remarks Scheiule, N more space Is ulred) City of Newport Beach,its City Council,boards and commissions,officers, agents,volunteers employees and any person or entity owningg or otherwise in legal control of the property u on which consultant performsThe project and/or services,wit Primary ,Jon -Contributory Waiver of Subrogation and 30 Days Notice of Cancellation Investigation, U -- City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 ACORD 25 (2009109) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE INkumQ bTi CY.i it➢➢Ll••OT�1 �1 M The ACORD name and logo are registered marks of ACORD rmhty rpcprvpd POLICY NUMBER: CP00960873 COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART F3*f:Ittr111R4 Name Of Additional Insured Persons Or Organization(s) Automatic Status Included Where Required by Written Contract. All Where Required by Written Contract. "It is agreed, as respects the Policy, thirty (30) days notice of cancellation, except as respects non- payment of premium, for which ten (10) days notice will apply, or other regulatory requirements that may apply, will be given as respects the indicated certificate holder." Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section 11 — Who Is An Insured is amended to in- clude as an additional insured the person(s) or organ- ization(s) shown in the Schedule, but only with re- spect to liability for "bodily injury", "property damage" or "personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 0 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTING INSURANCE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART To the extent that this insurance is afforded to any additional insured under this policy, SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance, is deleted in its entirety and replaced with the following condition: 4. Otherinsurance If all of the other insurance permits contribution by equal _shares, we will follow this method unless the insured is required by written contract signed. by both parties, to provide insurance that is primary and non-contributory and the insured contract" is executed prior to any loss. Where required by a written contract signed by both parties, this insurance will be primary and noncontributing only when and to the specific extent required by that contract. However, under the contributory approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the proportional ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. This endorsement forms a part of the Policy to which attached, effective on the inception date of the Policy unless otherwise stated herein. (The following information is required only when this endorsement is issued subsequent to preparation of the Policy.) Endorsement effective: 06/19/2017 Policy No. CP00960873 Endorsement No. Countersigned by Named Insured: RCS Investigations & Consulting, LLC CIGL 30 0114 POLICY NUMBER: CP00960873 COMMERCIAL GENERAL LIABILITY CG 2404 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any Person or Organization for whom the insured, prior to a claim, occurrence or incident for which the insured could reasonably expect a claim or occurrence to arise, was required via written agreement or contractual obligation, to waive such rights. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 0 Insurance Services Office, Inc., 2008 Page 1 of 1 0 C -Sl 6 ON -CALL PROFESSIONAL SERVICES AGREEMENT WITH RCS INVESTIGATIONS AND CONSULTING, LLC, FOR BACKGROUND INVESTIGATIVE SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ( "Agreement') is made and entered into as of this 444 day of June, 2012 by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "), and CS INVESTIGATIONS AND CONSULTING, LLC a California limited liability company ( "Consultant'), whose address is P.O. Box 29798, Anaheim Hills, CA 92809 and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City requires background investigative services. C. City desires to engage Consultant to provide background investigative services ( "Project'). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project shall be Charlie Chavez, Managing Partner. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on June 1, 2017 unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Consultant shall provide "On -Call' background investigative Services as described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ( "Services "). Upon written request from the Project Administrator (as defined below in Section 6), Consultant shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal'). The Letter Proposal shall include the following: 2.1.1 A detailed description of the Services to be provided; 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; and 2.1.3 The estimated number of hours and cost to complete the Services; 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall diligently perform the duties in the approved Letter Proposal. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.1.1 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.2 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.3 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Four Hundred Fifty Thousand Dollars and no /100 ($450,000.00) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and /or the CS INVESTIGATIONS AND CONSULTING, LLC Page 2 specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: 4.3.1 The actual costs of subconsultants for performance of any of the Services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. 4.3.2 Approved reproduction charges. 4.3.3 Actual costs and /or other costs and /or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Charlie Chavez to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement shall be administered by the Human Resources Department. The Human Resources Supervisor in charge of recruitment or his /her designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his /her authorized representative shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. CS INVESTIGATIONS AND CONSULTING, LLC Page 3 7. CITY'S RESPONSIBILITIES 7.1 In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to, and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards. All Services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims'), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). CS INVESTIGATIONS AND CONSULTING, LLC Page 4 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator and /or his /her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE 14.1 Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. CS INVESTIGATIONS AND CONSULTING, LLC Page 5 14.2 Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 14.2.1 Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his agents, representatives, employees or subcontractors. The cost of such insurance shall be included in Consultant's bid. 14.3 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 14.4 Coverage Requirements. 14.4.1 Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least one million dollars ($1,000,000)) for Consultant's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code In addition, Consultant shall require each subconsultant to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor's employees. 14.4.1.1 Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (ten (10) calendar days written notice of non - payment of premium) prior to such change. 14.4.1.2 Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 14.5 General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. 14.6 Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each accident. CS INVESTIGATIONS AND CONSULTING, LLC Page 6 14.7 Professional Liability (Errors & Omissions) Coverage. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) limit per claim and in the aggregate. 14.8 Other Insurance Provisions or Requirements. 14.8.1 The policies are to contain, or be endorsed to contain, the following provisions: 14.8.1.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. 14.8.1.2 Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non - compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 14.8.1.3 Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 14.8.1.4 Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 14.9 Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement. 14.10 Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or CS INVESTIGATIONS AND CONSULTING, LLC Page 7 joint venturer or syndicate member or cotenant if Consultant is a partnership or joint - venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty - five percent (25 %) or more of the assets of the corporation, partnership or joint- venture. 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the Work to be performed under this Agreement without the prior written authorization of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. CONFIDENTIALITY All Documents, including drafts, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. CS INVESTIGATIONS AND CONSULTING, LLC Page 8 20. RECORDS Consultant shall keep records and invoices in connection with the Work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his /her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and /or restoration expense shall be borne by Consultant. Nothing in this paragraph is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless CS INVESTIGATIONS AND CONSULTING, LLC Page 9 City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Rebecca Redyk, Human Resources Supervisor Human Resources Department City of Newport Beach 3300 Newport Blvd PO Box 1768 Newport Beach, CA 92658 Phone: 949 - 644 -3304 Fax: 949 - 612 -5077 25.2 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attention: Charlie Chavez CS INVESTIGATIONS AND CONSULTING, LLC P.O. Box 29798 Anaheim Hills, CA 92809 Phone: 714 - 864 -0089 Fax: 714 - 996 -6340 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. The Consultant and the City expressly agree that in addition to any claims filing requirements set forth in the Agreement, the Consultant shall be required to file any claim the Consultant may have against the City in strict conformance with the Tort Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured CS INVESTIGATIONS AND CONSULTING, LLC Page 10 within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Compliance With all Laws. Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.2 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.4 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.6 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. CS INVESTIGATIONS AND CONSULTING, LLC Page 11 28.7 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.8 Controlling Law And Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 28.9 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 28.10 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 28.11 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [SIGNATURES NEXT PAGE] CS INVESTIGATIONS AND CONSULTING, LLC Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTOE 'S OFFICE A California municipal corporation Date: S//4i Date: /7-- By: 7i By: ' G By: Z L --F- ' Aaron C14arp Nancy Gardner City Attorney Mayor ATTEST: q /� Date: l� By: ail- �( . Leilani I. Brown City Clerka'�, CONSULTANT: CS INVESTIGATIONS AND CONSULTING, LLC a California Limited Liabilit Co any Date: 4a�Z�Z'o/ Z- �' By: — �G Charlie Chavez Managing Partner [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates CS INVESTIGATIONS AND CONSULTING, LLC Page 13 EXHIBIT A - SCOPE OF SERVICES 1. SCOPE OF SERVICES: CONSULTANT RESPONSIBILITIES /PROVISIONS 1.1 Upon written request by the City, Consultant shall perform a thorough background investigation on each individual designated by the City. 1.2 Background investigations shall meet any and all standards established by the California Commission on Peace Officer Standards and Training ( "POST ") and /or California Background Investigators Association ( "CBIA "). 1.3 Consultant shall provide an update regarding in- progress background investigations within twenty -four (24) hours of a request by the City. 1.4 Upon conclusion of each background investigation, Consultant shall provide City with a written report and investigative summary on each individual investigated, which shall include, but not be limited to: 1.4.1 Verification of completeness of applicant's Personal History Statement; 1.4.2 Verification of applicant's date of birth; 1.4.3 Verification of applicant's marriage and /or divorce records; 1.4.4 An interview of the applicant; 1.4.5 An interview of applicant's present and past employers, encompassing the previous ten (10) years; 1.4.6 An interview of applicant's personal references (e.g. co- workers, supervisors, other department heads, community leaders and neighbors); and 1.4.7 Verification of applicant's military records, if applicable. 1.5 Written reports and investigative summaries shall be delivered to the City no later than six (6) weeks from time of investigation request, unless previously approved by the City. 1.6 Consultant shall not charge the City for mileage or travel within the Southern California area, unless previously authorized by the City in writing. 1.7 Consultant may charge the City for incidental travel costs incurred for travel outside of the Southern California area; however any and all foreseeable incidental travel costs must be pre- authorized by the City in writing. 1.8 Consultant shall possess and maintain a current Private Investigator License issued by the State of California Department of Consumer Affairs, Bureau of Security and Investigative Services. A- 1IPage 2.1 2.2 2. SCOPE OF SERVICES: CITY RESPONSIBILITIES /PROVISIONS City shall provide Consultant with the following information after initiating a background investigation request: 2.1.1 Applicant's LiveScan fingerprints, including firearms verification; 2.1.2 Applicant's Department of Motor Vehicle (DMV) printout; 2.1.3 Applicant's College degree verification; 2.1.4 Applicant's credit report; 2.1.5 Copies of Newport Beach Police Department background verification forms, including references, employer verification, etc. 2.1.6 Local law enforcement agency checks; 2.1.7 Applicant's signed waiver of release; and 2.1.8 Applicant's polygraph examination results (if required). City shall request the following information from all applicants to be investigated: 2.2.1 Certified copy of Birth Certificate, or proof of citizenship (if born outside the United States); 2.2.2 Certified copies of marriage certificates and /or divorce decrees; 2.2.3 DD -214 form, if applicant served in the military; 2.2.4 Selective Service Number; 2.2.5 Bankruptcy records; 2.2.6 Civil suit records; 2.2.7 Name Change records; 2.2.8 Valid motor vehicle operator's license; 2.2.9 Social Security card; 2.2.10 Proof of automobile insurance for all vehicles operated; 2.2.11 Sealed college transcripts for all institutions attended; 2.2.12 High school diploma and /or transcripts, or GED test score; 2.2.13 Any other documents that may be relevant; 2.2.14 Academy certificate(s) and /or state law enforcement certificate(s) (for law enforcement positions only); 2.2.15 Specialized law enforcement training certificate(s) (for law enforcement positions only); and 2.2.16 Recent police report writing samples (minimum of five, for law enforcement positions only). A -21 Page EXHIBIT B - SCHEDULE OF BILLING RATES APPLICANT POSITION BILLABLE RATE Police and Fire, Sworn $1,500.00 per investigation Police and Fire, Non -Sworn $1,250.00 per investigation Misc. Executives, Directors and Managers $1,650.00 per investigation Reimbursement only allowed for travel outside the Southern California area; Travel Expenses these expenses must be pre - approved by the City in writing and in advance of incurring the expense. B- 1 Page TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Police Department Jay R. Johnson, Chief of Police 949 - 644 -3701, JJohnson @nbpd.org PREPARED BY: Jon Lewis, Lieutenant 949 - 644 -3660, JLewis @nbpd.org APPROVED: Q` TITLE: Service Agreement with RCS Investigations and Consulting, LLC, for Pre - Employment Background Investigation Services ABSTRACT: RCS Investigations and Consulting, LLC, is providing pre - employment background investigation services for the City of Newport Beach. The term of this agreement will be from the effective date through June 1, 2017, unless terminated earlier, as set forth in the agreement. RECOMMENDATION: Approve and execute the Service Agreement with RCS Investigations and Consulting, LLC, for background investigation services, at a not -to- exceed cost of $450,000 during the term of the agreement. FUNDING REQUIREMENTS: Based on current funding levels, sufficient funds will be available in the City's budget for each year of service. DISCUSSION: On April 16, 2012, an evaluation panel for the Background Investigative Services Request for Proposal (RFP) convened to interview the respondents to the City's solicitation. The following is a synopsis of the panel's ratings as well as a summary of the selection process. Service Agreement with RCS Investigations and Consulting, LLC, for Pre - Employment Background Investigation Services. June 26, 2012 Page 2 Proposal Evaluation The evaluation panel on this project comprised the following staff: Rebecca Redyk, Human Resources Supervisor; Police Lieutenant Jon Lewis; and Police Sergeant Lloyd Whisenant. This panel represented the City departments that have a need for background investigative services, particularly as these services pertain to candidates for employment. Upon the proposal submission deadline the City received a total of five (5) proposals from the following firms: Arroyo Background Investigations, Fu -Gen, Inc., Norman Traub and Associates, RCS Investigations and Summit Security Investigations. For the first phase of evaluation, the members of the evaluation panel were then given all the proposals as well as an evaluation matrix for scoring purposes. All firms were rated on their technical qualifications for this project, including the following: qualifications of the proposing firm, experience of the proposed personnel assigned to this project, background investigation methodology and responsiveness to the City's instructions, terms and conditions. In reference to Figure A presented below, RCS Investigations was unanimously rated by the evaluation panel as the highest - qualified firm to provide background investigative services to the City. It is important to note the relatively steep drop -off in scoring from RCS Investigations to the next highest - qualified firm. Figure A. Evaluation Panel Scoring Results Proposal Evaluation As this was a procurement for a Professional Service, pricing was not considered in the first phase of evaluation. In accordance with Purchasing policies and procedures, once the evaluation panel established a firm ranking order of all proposals, the pricing components of the highest - qualified firm was then revealed to determine feasibility and reasonableness. The billable rates proposed by RCS Investigations, as described in Figure B below, was deemed by the Human Resources and Police Department staff on the evaluation panel to be commensurate with fair market rates. Arroyo Fu -Gen, Norman RSC Summit Background Inc. Traub and Investigations Security Investigations Associates Investigations TOTAL 133 103 164 196 118 AVERAGE 43.33 34.33 54.67 65.33 39.33 Proposal Evaluation As this was a procurement for a Professional Service, pricing was not considered in the first phase of evaluation. In accordance with Purchasing policies and procedures, once the evaluation panel established a firm ranking order of all proposals, the pricing components of the highest - qualified firm was then revealed to determine feasibility and reasonableness. The billable rates proposed by RCS Investigations, as described in Figure B below, was deemed by the Human Resources and Police Department staff on the evaluation panel to be commensurate with fair market rates. Service Agreement with RCS Investigations and Consulting, LLC, for Pre - Employment Background Investigation Services June 26, 2012 Page 3 Figure B: Billable Rates of RCS Investigations APPLICANT POSITION BILLABLE RATE Police and Fire, Sworn $1,500 per investigation Police and Fire, Non -Sworn $1,250 per investigation Misc. Executives, Directors, and Managers $1,650 per investigation Conclusion As these services are utilized in screening candidates for significant positions within the City, it is with utmost significance that a well- qualified and experienced firm be retained to provide these services to the City. Of the five proposing firms, RCS Investigations demonstrated to the evaluation panel that they possessed the operational knowledge on background investigative services as well as their institutional knowledge of the City, given their past project history in providing service to the City. The proposed agreement with RCS Investigations allows for any City department requiring the screening of potential employees the ability to request these services. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act ( "CEQA ") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). Submitted by: JPY f'�• POLICE Attachment: A. Service Agreement between the City of Newport Beach and RCS Investigations and Consulting, LLC ON-CALL PROFESSIONAL SERVICES AGREEMENT WITH RCS INVESTIGATIONS AND CONSULTING, LLC, FOR BACKGROUND INVESTIGATIVE SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ( "Agreement") is made and entered into as of this _ day of June, 2012 by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "), and CS INVESTIGATIONS AND CONSULTING, LLC a California limited liability company ( "Consultant'), whose address is P.O. Box 29798, Anaheim Hills, CA 92809 and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City requires background investigative services. C. City desires to engage Consultant to provide background investigative services ( "Project'). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project shall be Charlie Chavez, Managing Partner. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on June 1, 2017 unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Consultant shall provide "On -Call" background investigative Services as described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ( "Services'). Upon written request from the Project Administrator (as defined below in Section 6), Consultant shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal'). The Letter Proposal. shall include the following: 2.1.1 A detailed description of the Services to be provided; 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; 2.1.3 The estimated number of hours and cost to complete the Services; and 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall diligently perform the duties in the approved Letter Proposal. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.1.1 Notwithstanding the foregoing, Consultant shall not be. responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.2 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.3 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Four Hundred Fifty Thousand Dollars and no /100 ($450,000.00) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and /or the CS INVESTIGATIONS AND CONSULTING, LLC Page 2 specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses .specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: 4.3.1 The actual costs of subconsultants for performance of any of the Services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. 4.3.2 Approved reproduction charges. 4.3.3 Actual costs and /or other costs and /or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Charlie Chavez to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. This Agreement shall be administered by the Human Resources Department. The Human Resources Supervisor in charge of recruitment or his /her designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his /her authorized representative shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. CS INVESTIGATIONS AND CONSULTING, LLC Page 3 7. CITY'S RESPONSIBILITIES 7.1 In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to, and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards. All Services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. (HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). CS INVESTIGATIONS AND CONSULTING,'LLC Page 4 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole ,negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator and /or his /her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE 14.1 Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. CS INVESTIGATIONS AND CONSULTING, LLC Page 5 14.2 Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 14.2.1 Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his agents, representatives, employees or subcontractors. The cost of such insurance shall be included in Consultant's bid. 14.3 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or, higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 14.4 Coverage Requirements. 14.4.1 Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least one million dollars ($1,000,000)) for Consultant's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code In addition, Consultant shall require each subconsultant to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor's employees. 14.4.1.1 Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (ten (10) calendar days written notice of non- payment of premium) prior to such change. 14.4.1.2 Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 14.5 General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. 14.6 Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each accident. CS INVESTIGATIONS AND CONSULTING, LLC Page 6 14.7 Professional Liability (Errors & Omissions) Coverage. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) limit per claim and in the aggregate. 14.8 Other Insurance Provisions or Requirements. 14.8.1 The policies are to contain, or be endorsed to contain, the following provisions: 14.8.1.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. 14.8.1.2 Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to .inform Consultant of non - compliance with any .requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 14.8.1.3 Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 14.8.1.4 Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with thirty (30) days notice of cancellation (except for nonpayment for which ten. (10) days notice is required) or nonrenewal of coverage for each required coverage. 14.9 Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement. 14.10 Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 15, PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or CS INVESTIGATIONS AND CONSULTING, LLC Page 7 joint venturer or syndicate member or cotenant if Consultant is a partnership or joint - venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty - five percent (25 %) or more of the assets of the corporation, partnership or joint-venture. 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the Work to be performed under this Agreement without the prior written authorization of City. 17. OWNERSHIP OF.DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. CONFIDENTIALITY All Documents, including drafts, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. CS INVESTIGATIONS AND CONSULTING, LLC Page 8 20. RECORDS Consultant shall keep records and invoices in connection with the Work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his /her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly Withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and /or restoration expense shall be borne by Consultant. Nothing in this paragraph is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITV°S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act'), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless CS INVESTIGATIONS AND CONSULTING, LLC Page 9 City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Rebecca Redyk, Human Resources Supervisor Human Resources Department City of Newport Beach 3300 Newport Blvd PO Box 1768 Newport Beach, CA 92658 Phone: 949- 644 -3304 Fax: 949- 612 -5077 25.2 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at Attention: Charlie Chavez CS INVESTIGATIONS AND CONSULTING, LLC P.O. Box 29798 Anaheim Hills, CA 92809 Phone: 714- 864 -0089 Fax: 714- 996 -6340 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. The Consultant and the City expressly agree that in addition to any claims filing requirements set forth in the Agreement, the Consultant shall be required to file any claim the Consultant may have against the City in strict conformance with the Tort Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured CS INVESTIGATIONS AND CONSULTING, LLC Page 10 within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non- defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Compliance With all Laws. Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state; county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.2 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.4 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.6 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. CS INVESTIGATIONS AND CONSULTING, LLC Page 11 28.7 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.8 Controlling Law And Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 28.9 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 28.10 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 28.11 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [SIGNATURES NEXT PAGE] CS INVESTIGATIONS AND CONSULTING, LLC Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: City Attomey ATTEST: Date: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: By: Nancy Gardner Mayor CONSULTANT: CS INVESTIGATIONS AND CONSULTING, LLC a California Limited Liability Company Charlie Chavez Managing Partner [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates CS INVESTIGATIONS AND CONSULTING, LLC Page 13 EXHIBIT A - SCOPE OF SERVICES 1. SCOPE OF SERVICES: CONSULTANT RESPONSIBILITIES /PROVISIONS 1.1 Upon written request by the City, Consultant shall perform a thorough background investigation on each individual designated by the City. 1.2 Background investigations shall meet any and all standards established by the California Commission on Peace Officer Standards and Training ( "POST ") and /or California Background Investigators Association ( "CBIA "). 1.3 Consultant shall provide an update regarding in- progress background investigations within twenty -four (24) hours of a request by the City. 1.4 Upon conclusion of each background investigation, Consultant shall provide City with a written report and investigative summary on each individual investigated, which shall include, but not be limited to: 1.4.1 Verification of completeness of applicant's Personal History Statement; 1.4.2 Verification of applicant's date of birth; 1.4.3 Verification of.applicant's marriage and /or divorce records; 1.4.4 An interview of the applicant; 1.4.5 An interview of applicant's present and past employers, encompassing the previous ten (10) years; 1.4.6 An interview of applicant's personal references (e.g. co- workers; supervisors, other department heads, community leaders and neighbors); and 1.4.7 Verification of applicant's military records, if applicable. 1.5 Written reports and investigative summaries shall be delivered to the City no later than six (6) weeks from time of investigation request, unless previously approved by the City. 1.6 Consultant shall not charge the City for mileage or travel within the Southern California area, unless previously authorized by the City in writing. 1.7 Consultant may charge the City for incidental travel costs incurred for travel outside of the Southern California area; however any and all foreseeable incidental travel costs must be pre- authorized by the City in writing. 1.8 Consultant shall possess and maintain a current Private Investigator License issued by the State of California Department of Consumer Affairs, Bureau of Security and Investigative Services. A -1 I Page 2.1 2.2. 2. SCOPE OF SERVICES: CITY RESPONSIBILITIES /PROVISIONS City shall provide Consultant with the following information after initiating a background investigation request: 2.1.1 Applicant's LiveScan fingerprints, including firearms verification; 2.1.2 Applicant's Department of Motor Vehicle (DMV) printout; 2.1.3 Applicant's College degree verification; 2.1.4 Applicant's credit report; 2.1.5 Copies of Newport Beach Police Department background verification forms, including references, employer verification, etc. 2.1.6 Local law enforcement agency checks; 2.1.7 Applicant's signed waiver of release; and 2.1.8 Applicant's polygraph examination results (if required). City shall request the following information from all applicants to be investigated: 2.2.1 2.2.2 2.2.3 2.2.4 2.2.5 2.2.6 2.2.7 2.2.8 2.2.9 2.2.10 2.2.11 2.2.12 2.2.13 2.2.14 2.2.15 Certified copy of Birth Certificate, or proof of citizenship (if born outside the United States); Certified copies of marriage certificates and /or divorce decrees; DD -214 form, if applicant served in the military; Selective Service Number; Bankruptcy records; Civil suit records; Name Change records; Valid motor vehicle operator's license; Social Security card; Proof of automobile insurance for all vehicles operated; Sealed college transcripts for all institutions attended; High school diploma and /or transcripts, or GED test score; Any other documents that may be relevant; Academy certificate(s) and /or state law enforcement positions only); Specialized law enforcement training positions only); and law enforcement certificate(s) (for certificate(s) (for law enforcement 2.2.16 Recent police report writing samples (minimum of five, for law enforcement positions only). A- 2IPage EXHIBIT B - SCHEDULE OF BILLING RATES APPLICANT POSITION BILLABLE RATE Police and Fire, Sworn $1,500.00 per investigation Police and Fire, Non -Sworn $1,250.00 per investigation Misc. Executives, Directors and Managers $1,650.00 per investigation Reimbursement only allowed for travel outside the Southern California area; Travel Expenses these expenses must be pre - approved by the City in writing and in advance of incurring the expense.. B -1 I Page