L ' 604is
BETWEENTHE CITY OF REDONDO BEACH
AND ERIC ARROYO.
THIS AGREEMENT FOR CONSULTING SERVICES ( this " Agreement") is Mac between the City of Rdondo eeBach, a Chartered Municipal Corporation (" City andA Arroyo, an Individual (" Consultant" or "Contractor"). I a I I a I . . 0
Descrjpjjg. The project description or scope of
services to be provided by Consultant, and any corresponding responsibilities of City, or services required to be performed by City are set forth in Exhibit "A."
2. Tenn and Time of Qon pletio-n-. Consultant shall commence and complete the project or services described in Exhibit "A" in accordance with the schedule set forth in Exhibit "B".
4.1, Com1) ensafion. City agrees to pay Consultant for work performed in accordance with Exhibit " C".
1 Ind Dendent Contractor. Consultant acknowledges, represents and warrants that Consultant is not a regular or temporary employee, officer, agent, joint venturer or partner of the City, but rather an independent contractor. This Agreement shall not be construed as a contract of employment. Consultant shall have no rights to any benefits which accrue to City employees unless otherwise expressly provided in this Agreement. Due to the independent contractor relationship created by this Agreement, the City shall not withhold state or federal income taxes, the reporting of which shall be Consultant's sole responsibility.
2. Brokers. Consultant acknowledges, represents and warrants that Consultant has otired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from th-,.-., award or making of this Agreement.
3. g F rqpp t . All plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, and the rights thereto shall be deemed assigned to the City. If applicable, Consultant shall prepare check prints upon request. Said plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials, shall be specific for the project herein and shall not be used by the City for any other project without Consultant's consent. Notwithstanding the foregoing, Consultant shall not be obligated to assign any proprietary software or data developed by or at the direction of Consultant for Consultant's own use; provided, however, that Consultant shall, pursuant to Paragraph 14 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of any such proprietary software or data.
Inspection. If the services set forth in Exhibit "A" shall be performed on City or other public property, the City shall have the right to inspect such work without notice. If such services shall not be performed on City or other public property, the City shall have the right to inspect such work upon reasonable notice. Inspections by the City shall not relieve or minimize the responsibility of Consultant to conduct any inspections Consultant has agreed to perform pursuant to the terms of this Agreement. Consultant shall be solely liable for said inspections performed by Consultant. Consultant shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Consultant Wereunder.
5Services'. The project or services set forth in Exhibit "A" shall be performed to the full satisfaction and approval of the City. In the event that the project or services set forth in Exhibit " A" are itemized by price in Exhibit " C", the City in its sole discretion may, upon notice to Consultant, delete certain items or services set forth in Exhibit "A", in which case there shall be a corresponding reduction in the amount of compensation paid to Consultant. City shall furnish Consultant to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Consultant's services hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Consultant.
Records. Consultant, including any of its subcontractors shall maintain full and complete documents and records, including accounting records, employee time sheets, work papers, and correspondence pertaining to the project or services set forth in Exhibit "A". Consultant, including any of its subcontractors shall make such documents and records available for City review or audit upon request and reasonable notice, and shall keep such documents and records, for at least four 4) years after Consultant's completion of performance of this Agreement. Copies of all pertinent reports and correspondence shall be furnished to the City for its files.
7Char Lh and Extra Work. All changes and/ or extra work under this Agreement shall be provided for by a subsequent written amendment executed by City and Consultant.
Additional Assistance. If this Agreement requires Consultant to prepare plans and specifications, Consultant shall provide assistance as necessary to resolve any M
questions regarding such plans and specifications that may arise during the period of advertising for bids, and Consultant shall issue any necessary addenda to the plans and specifications as requested. In the event Consultant is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of this Agreement.
9Professional AbiRy. Consultant acknowledges, represents and warrants that Consultant is skilled and able to competently provide the services hereunder, and possesses all professional licenses, certifications, and approvals necessary to engage in its occupation. City has relied upon the professional ability and training R f Consultant as a material inducement to enter into this Agreement. Consultan) shall perform in accordance with generally accepted professional practices and standards of Consultant's profession.
10, Business License. Consultant shall obtain a Redondo Beach Business License before performing any services required under this Agreement. The failure to so obtain such license shall be a material breach of this Agreement and grounds for immediate termination by City; provided, however, that City may waive the R usiness license requirement in writing under unusual circumstances without necessitating any modification of this Agreement to reflect such waiver.
11. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Agreement at any time prior to completion by Consultant of the project or services hereunder, immediately upon written notice to Consultant. In the event of any such termination, Consultant shall be compensated for: ( 1) all authorized work satisfactorily performed prior to the effective date of termination; and (2) necessary materials or services of others ordered by Consultant for this Agreement, prior to Consultant's receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, and further provided that Consultant is not able to cancel such orders. Compensation for Consultant in such event shall be determined by the City in accordance with the percentage of the project or services completed by Consultant; and all of Consultant's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to the City. In conjunction with any termination of this Agreement, the City may, at its own expense, make copies or extract information from any notes, sketches, computations, drawings, and specifications or other data, whether complete or not.
12. Termination in the Event of Default. Should Consultant fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may immediately terminate this Agreement by giving written notice of such termination, stating the reasons for such termination. Consultant shall be compensated as provided immediately above, provided, however, there shall be deducted from such amount the amount M
of damages if any, sustained by the City by virtue of Consultant's breach of this Agreement.
13. Conflict of Interest. Consultant acknowledges, represents and warrants th Consultant shall avoid all conflicts of interest (as defined under any federal, sta or local statute, rule or regulation, or at common law) with respect to th Agreement. Consultant further acknowledges, represents and warrants th Consultant has no business relationship or arrangement of any kind with any Ci official or employee with respect to this Agreement. Consultant acknowledges th in the event that Consultant shall be found by any judicial or administrative bo to have any conflict of interest (as defined above) with respect to this Agreemen all consideration received under this Agreement shall be forfeited and returned_ City forthwith. This provision shall survive the termination of this Agreement f one ( 1) year.
14. Indemnitv. To the maximum extent permitted by law, Consultant hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents ( collectively " Indemnitees") from and against any and all claims, including, without limitation, claims for bodily injury, death or damage to property, demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of Consultant's performance or work hereunder (including any of its officers, agents, employees, Subcontractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
a. Nonwaiver_g_LRjgbtq. Indemnitees do not and shall not waive any rights tha) they may possess against Consultant because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
Waiver of Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.
15. Insurance. Consultant shall comply with the requirements set forth in Exhibit " D." Insurance requirements that are waived by the City's Risk Manager do not require amendments or revisions to this Agreement.
11 16. Non -Liability of Officials and Emp oy No official or employee of the City shall be personally liable for any default or liability under this Agreement.
17. Cgmj)liance with Laws. Consultant shall comply with all federal, state and local Gaws;- tatutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, and nonoliscri-mit,,A-tion laws. 18, Lirnitafigrj i qpqLi Sutjc(ItLr g iLIg n AssiaLlment. Consultant acknowledges tha) the services which Consultant shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Consultant shall no) assign or sublet to any other party without the prior written approval of City, which approval may be withheld in the City' s sole and absolute discretion. In the event that the City, in writing, approves any assignment or subletting of this Agreement or the retention of subcontractors by Consultant, Consultant shall provide to the City upon request copies of each and every subcontract prior to the execution thereof by Consultant and subcontractor. Any attempt by Consultant to assign any or all of its rights under this Agreement without first obtaining the City's prior written consent shall constitute a material default under this Agreement.
The sale, assignment, transfer or other disposition, on a cumulative basis, of twenty-five percent ( 25%) or more of the ownership interest in Consultant or twenty-five percent ( 25%) or more the voting control of Consultant ( whether Consultant is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement. Further, the involvement of Consultant or its assets in any transaction or series of transactions ( by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or Consultant's assets occurs, which reduces Consultant's assets or for purposes of this Agreement.
SUbcontractors. Consultant shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. Consultant shall not engage the services of any person or persons now employed by the City without the prior written approval of City, which approval may be withheld x City's sole and absolute discretion.
20. Irniuigtqn- This Agreement constitutes the entire agreement between the parties concerning the subject mafter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Consultant and City may be used to assist in the interpretation of the exhibits to this Agreement.
21, Amendment. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties.
22. ConflictiLiqprq sions. In the event of a conflict between the terms and conditions of this Agreement and those of any exhibit or attachment hereto, this Agreement proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by Consultant.
23. Non -Exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Consultant hereunder shall be non- exclusive, and City reserves the right to employ other contractors in connection with the project.
24. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit " A" which does not pertain to the project description, proposal, or scope of services (as applicable) tit. be provided by Consultant, or any corresponding responsibilities of City, shall bt-__ deemed extraneous to, and not a part of, this Agreement.
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26. Confidentiafty. To the extent permissible under law, Consultant shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.
27. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered "third parties."
28. ! Qoverni i" Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law.
Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District. 0-19. AttormLs' Fees. In the event either In to this Agreement brings any action 4 enforce or interpret this Agreement, the prevailing party in such action shall ktentitled to reasonable attorneys' fees ( including expert witness fees) and costs.
This provision shall survive the termination of this Agreement. 30Claims. Any claim by Consultant against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six ( 6) months after accrual of the cause of action.
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31. Interpretation. Consultant acknowledges that it has had ample opportunity to selg legal advice with respect to the negotiation of this Agreement. This Agreeme shall be interpreted as if drafted by both parties. I
32. Warrantv. In the event that any product shall be provided to the City as part of th' s Agreement, Consultant warrants as follows: Consultant possesses good title to t product and the right to transfer the product to City; the product shall be deliver to the City free from any security interest or other lien; the product meets specifications contained herein; the product shall be free from material defects materials and workmanship under normal use for a period of one ( 1) year from th date of delivery; and the product shall be fit for its intended purpose(s h
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Notwithstanding the foregoing, consumable and maintenance items (such as lig bulbs and batteries) shall be warranted for a period of thirty (30) days from the da of delivery. All repairs during the warranty period shall be promptly performed Consultant, at Consultant's expense, including shipping. Consultant shall not liable under this warranty for an amount greater than the amount set forth in Exhi hereto.
C, 3. Severance. Any provision of this Agreement that is found invalid or unenforceable i-h-allbe deemed severed, and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law. 1 4. A6 orit. City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of City. The party signing on behalf of Consultant warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Consultant, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of Consultant.
35Waiver. The waiver by the City of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.
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IN 0TNESS Wl IEREOF, 0-m parties have executed this Agreeerneint in Redondo Bea& -t, Cafifornia, as of this 21s day of Jk.me, 2022, Ul Y OF REDONDO BEAC I
DocuSigned by:
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Wilfiam C. Brand, Mayor
DocuSigned by:
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E eanor Manzano, City 0erk
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EDocuSigned by:
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Risk Manager , Diane Strickfaden
APPROVED AS -rO FORM
EDocuSigned by:
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Michael W. Webb, City Aftorney
I
ERoC ARROYO
By: ......... . . / . . . ....... -
Name: En",,,,,,,
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Consultant shall perform the following services for sworn police applicants. 1 . Applicant background investigation conducting the following checks:
a. Send out Local Area Record Checks to the following applicant applicable areas:
o Former and current residences
o Former and current educational areas
o Former and current military locations
o Family and Friends locations
o All other applicable locations found in the applicant's paperwork Send out all former and current application for other agency inquiries
Send out military (if applicable) file requests
Check all Southern California Court lndexes manually
Check Megan' s Law
Send out employer notices when applicable (i. e. to Target's legal department)
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2, Applicant' s complete work history and law enforcement application history review.
0. Correspondence with PHS listed references, family members, supervisors, cQ--- workers, neighbors, landlords, etc.
4. Home visits are conducted in personi. During this visit, the spouse or family members of the applicant are initervi ewed in person.
5. Obtain documentation of all information found and include this information in tht final report. This information includes, but is not limited to:
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6Application background investigation completed within 30 to 45 days after receipl of complete package from police agency.
Consultant shall perform the following services for Non -sworn police applicants.
Mini Background" - Using the applicant's supplied paperwork, a TLOxp generated report, the Livescan results, and the polygraph information, a report using the following areas will be provided'.
Introduction
Personal Information
o Name, address, phone, social security verifications
Places Associated with the Applicant
o Court indexing check, local area checks, foreclosure checks, and eviction checks
Criminal History
o From Livescan and TLOxp listing with explanations from the applicant Motor Vehicle Operation
o With explanations from the applicant
Job Specific Training and Certifications
o Includes verifications and printouts
Social Media Reviews
Three Most Recent Employers
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o Includes contact with the most recent supervisor
Judgment, Liens, Bankruptcy
o Verification and explanations
Significant Paperwork Disclosures
o A list of issues found in the applicant's paperwork along with explanations from the applicant
Polygraph Examination ( at City's expense)
Written Summary ofthe entire background investigation.
Term. This Agreement shall commence on June 21, 2022 and shall continue until Ju' M 20, 2023. The Agreement will automatically renew for year two (June 21, 2023 thru Ju 20, 2024) and year three (June 21, 2024 thru June 20, 2025), unless otherwise terminat by either party.
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Provided Consultant is not in default under this Agreement, Consultant shall be compensated as provided below.
a. Full Background
b. Mini Background
C. Suspension of BG less than
1500 - total
800 ® total
12 hrs $ 85.00 per hour
2. METHOD OF PAYMENT. Consultant shall provide invoices to City for approval and payment. Invoices must be adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. Consultant may be required to provide back-up material upon request.
3. SCHEDULE FOR PAYMENT. City agrees to pay Consultant within thirty (30) days of receipt of the invoice.
4. NOTICE. Written notices to City and Consultant shall be given by registered or certified mail, postage prepaid and addressed to or personally served on the following parties.
Consultant
Eric Arroyo
951) 800- 8558
91j BLjr= j
Bly 3- 192
I Fill ILTIZI VIRVIALw*
310-379-2477
401 Diamond Street
Redondo Beach, CA 90277
All notices, including notices of address changes, provided under this Agreemen) are deemed received on the third day after mailing if sent by registered or cered mail. Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party.
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Without limiting Consultant's indemnification obligations under this Agreement, Consultant shall procure and maintain for the duration of the contract insurance againsi claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
Coverage shall be at least as broad as-,
Insurance Services Office Commercial General Liability coverage ( occurrence form CIS 0001).
Insurance Services Office form number CA 0001 ( Ed. 1/ 87) covering Automobile Liability, code 1 ( any auto).
Workers' Compensation insurance as required by the State of California.
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Minimum Limits of Insurance
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Any deductibles or self-insured retentions must be declared to and approved by the Cit At the option of the City, either: ( 1) the insurer shall reduce or eliminate such deductibl or self-insured retentions as respects the City, its officers, officials, employees a volunteers or (2) i the Consultant shall provide a financial guarantee satisfactory to the C1 guaranteeing payment of losses and related investigations, claim administration a defense expenses.
The general liability and automobile liability policies are to contain, or be endorsed contain, the following provisions- I
General Liability: The City, its officers, elected and appointed officials, employees, a volunteers shall be covered as insureds with respect to liability arising out of wo performed by or on behalf of the Consultant. General liability coverage can be provid in the form of an endorsement to the Consultant' s insurance, or as a separate owner policy.
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volunteers shall be covered as insureds with respect to liability arising out of automobil owned, leased, hired or borrowed by or on behalf of the Consultant.
For any claims related to this project, the Consultant's insurance coverage shall primary insurance as respects the City, its officers, elected and appointed officia employees, and volunteers. Any insurance or self-insurance maintained by the City, iI officers, officials, employees, or volunteeConsult rs shall be excess of the ant's insuran and shall not contribute with it. I
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty ( 30) days prior written notice by certified mail, return receipt requested, has been given to the City.
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the coverages afforded shall apply as though separate policies had been issued to each itsured.
Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project. The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Consultant' s part. 15 Ac, cqRt@( Muty-qfflh—isqie-tL
Insurance shall be placed with insurers with a current A.M. Best's rating of no less th A:VIl and which are authorized to transact insurance business in the State of by the Department of Insurance. Califr
Verification of Coveragg,
Consultant shall furnish the City with original certificates and amendatory endorsements ffecting coverage required by this clause. The endorsements should be on the City 2uthorized forms provided with the contract specifications. Standard ISO forms which m0=
Consultant shall include all subcontractors as insured under its policies or shall furnish geparate certificates and endorsements for each subcontractor. All coverages for gubcontractors shall be subject to all of the requirements stated herein.
Risk Mara« a ant
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suoject to Mange, al -11, L[ le rf&be r,1,,fdtj Lrl(d f-lYflL LU [ flake Ulla[ VIeb LU Uleb(dwroTisivins I I the reasonable discretion of its Risk Manager.
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