Loading...
HomeMy WebLinkAbout13 - Agreement for Background Investigative ServicesQ �EwPpRT CITY OF s NEWPORT BEACH `q44:09 City Council Staff Report June 27, 2023 Agenda Item No. 13 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Joe Cartwright, Chief of Police - 949-644-3701, jartwright@nbpd.org PREPARED BY: Peter Carpentieri, Lieutenant, pcarpentieri@nbpd.org PHONE: 949-644-3660 TITLE: Agreement with RCS Investigations and Consulting, LLC, for Background Investigative Services /_1 16"t I:7_T91 6 The Police Department requests City Council approval for a Professional Services Agreement (Agreement) with RCS Investigations and Consulting, LLC, for background investigative services for the Police, Fire and Human Resources Departments. RCS was selected through a detailed Request for Proposals (RFP) process conducted by the City of Newport Beach (City) Finance Department. The requested agreement has a five-year term with a total not -to -exceed cost of $550,000. RECOMMENDATIONS: a) Determine this action is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because this action will not result in a physical change to the environment, directly or indirectly; and b) Approve a Professional Services Agreement with RCS Investigations and Consulting, LLC, for Background Investigative Services in an amount not -to -exceed $550,000, and authorize the Mayor and City Clerk to execute the Agreement. DISCUSSION: Backaround Investiaative Services Need The Newport Beach Police Department (NBPD) has 233 full-time positions and approximately 15 part-time positions. Due to the confidential, privileged and sensitive information NBPD employees have access to, along with the nature of the tasks, decisions, and responsibilities public safety personnel are asked to perform, make and bear, it is vital each employee is sufficiently vetted before they are hired. An experienced and skilled background investigative services company is able to conduct an in-depth review of an applicant's personal and professional life, providing an extensive report that management can take into account before a hiring decision is made. 13-1 Agreement with RCS Investigations and Consulting, LLC, for Background Investigative Services June 27, 2023 Page 2 The Human Resources Department also uses RCS to conduct background investigations of prospective sworn Fire Department employees and for candidates for executive positions throughout the City. RFP Prnr.Pcc Using specifications and service requirements provided by the Police Department, Purchasing Division staff issued a formal RFP solicitation, No. 23-46, for Background Investigative Services. The RFP was posted on the City's public procurement system (PlanetBids) and distributed directly to known providers of these services. This RFP was evaluated in two phases. Phase 1, the Technical Review, involved an evaluation panel reviewing each proposal and rating them on technical factors such as: • Qualifications and experience • Demonstrated experience and subject matter expertise • Ability to provide requested services The RFP instructed proposers that only those proposals earning a minimum of 70 percent of the available points from Phase 1 would be eligible to advance to Phase 2, the Cost Evaluation, in which the Purchasing staff would compare and calculate the costs from each proposal. All four of the proposers scored high enough on the technical evaluation to proceed to the cost evaluation. The results of the panel scoring for proposers can be found under the Technical Review section in the table below, along with Purchasing's Cost Evaluation scoring: Maximum Points Oracle Inv. Group Prof. Polygraphs & Backgrounds RCS Inv. & Consulting TruView BSI Technical Review 70.00 62.67 53.33 68.67 59.33 Cost Evaluation 30.00 22.95 30.00 27.75 28.06 Total Score 100.00 85.62 83.33 96.42 87.40 Conclusion of RFP Process and Panel Recommendation Following the RFP procurement evaluation and review process, the evaluation panel identified RCS Investigations & Consulting, LLC, as the highest -qualified proposer and most effective provider of background investigative services. Since 2006, RCS has conducted pre -employment background investigations for a range of public agencies and private companies. RCS currently provides such services to 16 law enforcement agencies and eight fire departments, including NBPD and the Newport Beach Fire Department. NBPD is satisfied with the quality of those investigations and the responsiveness of RCS staff, and the RFP did not reveal an alternative that better suited the needs of the City. Staff recommends the City Council approve a five-year Background Investigative Services Agreement with RCS Investigations & Consulting, LLC. 13-2 Agreement with RCS Investigations and Consulting, LLC, for Background Investigative Services June 27, 2023 Page 3 FISCAL IMPACT: The adopted budget includes sufficient funding for this agreement. It will be expensed to the Support Services Special Department Expense account in the Police Department, 01035352-841046, and the Recruiting account in the Human Resources Department, 01025005-891010. 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). ATTACHMENT: Attachment A — Professional Services Agreement for Background Investigative Services 13-3 Attachment A Professional Services Agreement for Background Investigative Services 13-4 ON -CALL PROFESSIONAL SERVICES AGREEMENT WITH RCS INVESTIGATIONS AND CONSULTING, LLC FOR BACKGROUND INVESTIGATIVE SERVICES FOR THE NEWPORT BEACH POLICE DEPARTMENT THIS ON -CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 27th day of June, 2023 ("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 4725 East Bryson Street, Anaheim, California 92807, 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 desires to engage Consultant to perform background investigative services for the Newport Beach Police Department ("Project"). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. 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 Effective Date, and shall terminate on June 27, 2028, unless terminated earlier as set forth herein. 2.1 Consultant shall perform the on -call services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Upon written request from the Project Administrator as defined herein, 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; 13-5 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 Consultant shall perform the Services in accordance with the schedule included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 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 within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein 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. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by 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 Letter Proposal 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 Fifty Thousand Dollars and 00/100 ($550,000.00), 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 specific task in the Scope of Services to which it relates, the date the Services were performed, RCS Investigations and Consulting, LLC Page 2 13-6 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) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement and the Letter Proposal or specifically approved in writing in advance by City. 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 and the Letter Proposal. 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. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Police Department. City's Support Services Lieutenant or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES 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. RCS Investigations and Consulting, LLC Page 3 13-7 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 and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and 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, 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, 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 RCS Investigations and Consulting, LLC Page 4 13-8 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. 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. No civil service status or other right of employment shall accrue to Consultant or its employees. 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 of the Work 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 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 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 or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 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 RCS Investigations and Consulting, LLC Page 5 13-9 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 joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, 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 subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A and the Letter Proposal. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (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. Additionally, all material posted in cyberspace 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, including all logins and password information 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. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. RCS Investigations and Consulting, LLC Page 6 13-10 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services 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 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 Section 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. RCS Investigations and Consulting, LLC Page 7 13-11 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant shall conform to all requirements therein. 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 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, including any change in mailing address, 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. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Chief of Police, NBPD Police Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Charlie Chavez RCS Investigations and Consulting, LLC P.O. Box 29798 Anaheim, CA 92809-9798 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. Consultant and City expressly agree that in addition to any claims filing requirements set RCS Investigations and Consulting, LLC Page 8 13-12 forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government 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 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 and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than 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 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 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. 28.3 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. 28.4 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. 28.5 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. RCS Investigations and Consulting, LLC Page 9 13-13 28.6 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. 28.7 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. 28.8 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. 28.9 Controllinq 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, State of California. 28.10 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 race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 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 (1) and the same instrument. [SIGNATURES ON NEXT PAGE] RCS Investigations and Consulting, LLC Page 10 13-14 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: J ron C. Harp 1,3 we City Attorney ATTEST: Date: la CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Noah Blom Mayor CONSULTANT: RCS Consulting, LLC, a liability company Date: Bv: Leilani I. Brown Charlie Chavez City Clerk Managing Partner Date: By: Steven L. Rodig Member [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C -- Insurance Requirements Investigations and California limited RCS Investigations and Consulting, LLC Page 11 13-15 EXHIBIT A SCOPE OF SERVICES RCS Investigations and Consulting, LLC Page A-1 13-16 Exhibit A - Scope of Services 1. SCOPE OF SERVICES: CONTRACTOR RESPONSIBILITIES/PROVISIONS 1.1 Upon request by the City, Contractor 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 California Background Investigators Association ("CBIA"). 1.3 Contractor shall provide an update regarding in -progress background investigations within twenty-four (24) hours of update request by the City. 1.4 Upon conclusion of each background investigation, Contractor 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 Contractor shall ensure compliance with the requirements of applicable law for all services provided, including but not necessarily limited to, the Fair Credit Reporting Act (15 U.S.C. §§1681 et seq.), the Investigative Consumer Reporting Agencies Act (Cal. Civ. Code §§1786 et seq.), and the Consumer Credit Reporting Agencies Act (Cal. Civ. Code §§1785.1 et seq.), to the extent applicable. 2. SCOPE OF SERVICES: CITY RESPONSIBILITIES/PROVISIONS 2.1 City shall provide Contractor 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; 13-17 Exhibit A - Scope of Services (continued) 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). 2.2 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). 13-18 INVESTIGATIONS & CONSULTING, LLC RCS INVESTIGATIONS & CONSULTING LLC P.O. Box 29798 Ann fe im [ E R I s CA 92809-9798 mm.resinvestigadons.ecm (714) 779-2300 RCS Investigations and Consulting LLC is an insured investigative firm whose four primary partners are retired law enforcement professionals with over 125 years of combined experience. Their careers include over 50 years of supervisory and management experience. Associates affiliated with RCS Investigations and Consulting are all retired supervisor or managers from various law enforcement agencies including the District Attorney's Office. Our mission is to provide our clients with the finest investigative and consulting services available. The firm was founded on the basic principle of providing clients with ethical, impartial, complete and timely investigations. Since 2006, RCS Investigations and Consulting has provided services to several law firms, private companies and public agencies. RCS Investigations and Consulting currently conducts pre -employment background investigations for 16 law enforcement agencies and eight fire departments. This includes the City of Newport Beach Police, Fire and Human Resources Departments. All RCS Investigation and Consulting partners and associates are licensed private investigators through the State of California. RCS Investigations and Consulting maintains current training and updates through the California Commission of Peace Officer Standards and Training (POST) and the California Background Investigators Association. The firm's partners are members of the California Background Investigators Association and attend quarterly and annual training. In addition, the four partners and associates have all completed a weeklong POST certified background investigations course. Experience, reliability, confidentiality, and a timely work product are important components in a public agencies decision to outsource background investigations. RCS Investigators know that complete and thorough background investigations are required for any agency to hire and retain the most qualified candidates for any position. RCS Investigations and Consulting will provide a quality work product that is usually completed within 30 working days. Each background investigation will be conducted by one of the firms' partners or an associate and Charlie Chavez will be assigned as your manager and direct contact. In addition, because of the resource pool available, RCS Investigations and Consulting can handle several background investigations at the same time and still deliver a completed work product in a timely fashion. We will tailor each background investigation to meet your requirements for every employee classification. All background investigations will be conducted with the same level of integrity and thoroughness and will be completed in a timely manner. We are aware of the fiscal requirements and limitations imposed on a city in today's budget conscious environment. In that light, your agency will not be charged the full rate in the event the applicant is disqualified during the background process. Additional costs for travel outside of the Los Angeles, Orange, San Diego, and Riverside Metropolitan areas may occur only with the approval of your agency. Your agency will dictate the level of investigation required for each background. Depending on the level of the requested background, applicant interviews, landlord inquiries, home anc employment, credit review and reference verification final work product. investigations may include but are not limited to, family checks, neighborhood inquiries, prior Documentation of these inquiries will be in the Thank you for your consideration of this proposal and we look forward to providing you with quality services in the future. Sincerely, Charlie Chavez Managing Partner RCS Investigations and Consulting LLC (714)864-0089 _- ----_-_-.__13-20 INVESTIGATIONS P.O. Box 29798 & CONSULTING, LLC Anahch [fills CA 92809-9798 w%vw.rc sinvest igadons.c om ORANIZATIONAL INFORMATION RCS Investigations and Consulting was established in 2006, and in addition to the four partners, it now has a resource pool of 30 subcontractors (associates). The four partners are Steve Rodig, Charlie Chavez, Randy Sorley and John Haradon. Steve Rodig and Charlie Chavez are retired police captains from the Anaheim Police Department. John Haradon is a retired police lieutenant from the Anaheim Police Department and Randy Sorley is a retired supervising investigator from the Orange County District Attorney's Office. As a result of their lengthy careers in Orange County law enforcement, the partners have established professional relationships with numerous officials from public agencies throughout Orange County. The partners have successfully transitioned to the private sector while maintaining their relationships with those in the public sector. All four partners bring years of investigative experience to RCS Investigations and Consulting and they constantly enhance their knowledge by keeping current on the latest developments in the area of pre -employment background investigations. In addition to their investigative experience, their management experience has assisted them in understanding the critical importance of completing thorough background investigations keeping the best interest of the prospective employer in mind. Each partner is a licensed private investigator through the State of California Department of Consumer Affairs, Bureau of Security and Investigative Services. The partners have attended a 36 hour POST certified Background Investigations course sponsored by the Riverside County Sheriff's Department. (714) 779-2300 13-21 INVESTIGATIONS & CONSULTING, LLC METHODOLOGY P.O. Box 29798 Anah im H ills CA 92809-9798 wwwsesinvcsti gations.c tm Upon receiving the applicant's Personal History Statement and other related documents, a RCS Investigator will carefully reviewed each document submitted and pay special attention to any areas of concern. After reviewing the documents, the investigator will schedule an appointment with the applicant at his/her residence. A RCS Investigator will meet with the applicant at his/her residence and review the Personal History Statement, Pre -Investigation Questionnaire and Autobiography page by page with the applicant. Other pertinent documents such as birth certificate, school diplomas, school transcripts and credit report will be carefully scrutinized. During the home visit, the investigator will permit the applicant to explain and clarify any areas of concern that have been identified. Also, the applicant will be asked about any social networking sites they subscribe to, and a cursory inspection of these sites will be made with the applicant's permission. While at the applicant's residence, the investigator will interview any family members present most notably the spouse and parents. Prior to leaving the applicant's residence, the investigator will contact neighbors to inquire about the applicant's behavior in the neighborhood. If the applicant resides in an apartment, the manager will be contacted and if he/she resides in a rental property, the landlord will be contacted. Each reference will be contacted in person, by the telephone or a reference questionnaire will be sent depending on the needs of the hiring agency. Questions have been designed based on POST background investigation dimensions for peace officers and public safety dispatchers. The dimensions which are used to assist in evaluating an applicant's suitability for the position, inquire about moral character (integrity, impulse control/attention to safety, substance abuse and other risk -taking behavior), handling stress and adversity (stress tolerance, confronting and overcoming problems, obstacles and adversity), work habits (conscientiousness), interactions with others (interpersonal skills) and intellectually -based abilities (decision -making and judgment, learning ability, communications skills). Each interview is documented on a form designed by RCS Investigations and Consulting. The applicant's current employer is contacted in person and an interview is conducted utilizing the same basic questions designed for the references. Past employers, going back ten years for police officers and public safety dispatchers, are contacted by telephone or sent an employment questionnaire. Employment inquiries for firefighters and civilian applicants go back seven years. If the applicant has only been employed for a short time by the current employer, the prior employer will be contacted in person. While at the current employer or most recent (714) 779-2300 13-22 employer, the investigator will review the personnel file paying particular attention to any discipline and evaluations. In addition, applicants are asked to provide copies of recent evaluations if they are permitted by their organization to copy them. Letters requesting a record check are sent to law enforcement agencies where the applicant has lived, worked, attended school, or spent any significant time. The investigator will also review all prior agencies the applicant has applied to paying particular attention to where he/she has been disqualified or has a completed background investigation on file. In most of these cases, the investigator will travel to that agency and review the completed background and investigate the reason the applicant was not offered a position. The investigator's findings are documented in a comprehensive report which is divided into the following sections: personal information, marital status, family, references and acquaintances, education, experience and employment, residence, driving history, military, financial, legal, polygraph, prior agency applications and investigator's comments. The report and all pertinent documents are assembled in a three-ring notebook EXHIBIT B SCHEDULE OF BILLING RATES RCS Investigations and Consulting, LLC Page B-1 13-24 Exhibit B - Schedule of Billing Rates The following table represents the agreed upon billable rates for certain applicant positions. APPLICANT POSITION BILLABLE RATE Police and Fire, Sworn $1,800 per investigation Police and Fire, Non -Sworn $1,650 per investigation Misc. Executives, Directors & Managers $750 per investigation Volunteers & Interns $750 per investigation OTHER COSTS — INCIDENTAL TRAVEL The City of Newport Beach will be responsible to pay for any incidental travel costs outside of the Southern California area, provided the background investigative process requires such travel. RCS will request preapproval from the City of Newport Beach before incurring such expenses. INCOMPLETE BACKGROUND INVESTIGATIONS The City of Newport Beach will not be billed for the full amount of the background investigation in the event of an early withdrawal or disqualification from the process. The rate charged will be prorated based upon the percentage of the background investigation that has been completed up to the withdrawal or disqualification point. 13-25 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 and employees. 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 vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. RCS Investigations and Consulting, LLC Page C-1 13-26 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. 4. 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 and employees 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 and employees 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. 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. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least RCS Investigations and Consulting, LLC Page C-2 13-27 fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. 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. Right to Review Subcontracts. Consultant agrees that upon request, all agreements with subcontractors or others with whom Consultant enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. . Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. 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. E. 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. F. 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 - RCS Investigations and Consulting, LLC Page C-3 13-28 insurance will not be considered to comply with these requirements unless approved by City. G. 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 sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. H. 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, 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. 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 13-29