Docusign Envelope ID: 1967D3EC- FBF1- 4A41- A497- 59F49D8485A1
CITY OF SIGNAL HILL
PROFESSIONAL CONTRACT SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement for Professional Background and Administrative Investigations Services Agreement") is entered into this 10th day of December, 2024, and made effective as of July1, 2024 by and between the City of Signal Hill and City of Signal Hill Police Department, a municipal corporation, organized under the laws of the State of California (" City") and RCS Investigations & Consulting, LLC, a California Limited Liability Corporation,(" Contractor"). City and Contractor are sometimes individually referred to herein as " Party" and collectively as " Parties."
2. RECITALS.
2. 1 Contractor.
Contractor desires to perform and assume responsibility for the provision of certain professional background and administrative investigations services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing professional background and administrative investigations services to public clients, is licensed in the State of California, and is familiar with the plans of City.
2. 2 Project.
City desires to engage Contractor to render such professional background and administrative investigations services at the direction of the Signal Hill Police Department as set forth in this Agreement (" Project").
3. TERMS.
3. 1 Scope of Services and Term.
3. 1. 1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional transportation services necessary for the Project (" Services"). The Services are more particularly described in Exhibit " A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3. 1. 2 Term. The term of this Agreement shall be from July 1, 2024 to June 30, 2026 unless earlier terminated as provided herein. The City shall have the unilateral option, in its sole discretion, to extend the term of the Agreement for no more than 3 additional one- year terms.
In addition, the term may be extended administratively, by up to 180 calendar days (" Term Contingency") at the sole discretion of the City. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
BB& K 2019)
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3. 2 Responsibilities of Contractor.
3. 2. 1 Independent Contractor; Control and Pavment of Subordinates. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee.
Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor' s exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents, except as set forth in this Agreement. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
3. 2. 2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit " B" attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor' s submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3. 2. 3 Conformance to Aqplicable Reauirements. All work prepared by Contractor shall be subject to the approval of City.
3. 2. 4 Substitution of Kev Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Contractor at the request of the City. The key personnel for performance of this Agreement are as follows: Chris Sanchez, CEO; Javier Izabal, Operations Manager; Steve Sacamos, Safety Manager.
BB& K 2019)
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3. 2. 5 Citv' s Representative. The City hereby designates Yvette Aguilar, or her designee, to act as its representative in all matters pertaining to the administration and perFormance of this Agreement (" City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Contractor but not the authority to enlarge the Scope of Work or change the total compensation due to Contractor under this Agreement. The City Manager shall be authorized to act on City' s behalf and to execute all necessary documents which enlarge the Scope of Work or change the Contractor' s total compensation subject to the provisions contained in Section 3. 3 of this Agreement. Contractor shall not accept direction or orders from any person other than the City Manager, City's Representative or his/ her designee.
3. 2. 6 Contractor' s Representative. Contractor hereby designates Chris Sanchez, CEO, or his/ her designee, to act as its representative for the performance of this Agreement (" Contractor' s Representative"). Contractor' s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor' s Representative shall supervise and direct the Services, using his/ her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3. 2. 7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, Contractors and other staff at all reasonable times.
3. 2. 8 Standard of Care: Performance of Emplovees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement.
As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor' s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-Contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re- employed to perform any of the Services or to work on the Project.
3. 2. 9 Laws and Reaulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/ OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations, Contractor shall be solely responsible for all costs arising BB& K 2019)
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Docusign Envelope ID: 1967D3EC- FBF1- 4A41- A497- 59F49D8485A1 therefrom. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3. 2. 10 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: ( A) adequate life protection and lifesaving equipment and procedures; ( B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and ( C) adequate facilities for the proper inspection and maintenance of all safety measures.
3. 2. 11 Insurance. Contractor agrees to procure and maintain, at Contractor' s expense all insurance specified in Exhibit " D" attached hereto and by this reference incorporated herein. Contractor shall require all subcontractors to carry the same policies and limits of insurance that the Contractor is required to maintain, unless otherwise approved in writing by the City.
3. 2. 12 Water Qualitv Manaaement and Compliance.[ Reserved]
3. 3 Fees and Payments.
3. 3. 1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit " C" attached hereto and incorporated herein by reference. The total compensation paid to Contractor shall not exceed Fifty Thousand Dollars ($50,000) annually over the term of the Agreement without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3. 3. 2 Pavment of Compensation. Contractor shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Contractor. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.
City shall, within 30 days of receiving such invoice, review the invoice and pay all non- disputed and approved charges thereon. If the City disputes any of Contractor' s fees, the City shall give written notice to Contractor within thirty ( 30) days of receipt of an invoice of any disputed fees set forth therein.
3. 3. 3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit " C" of this Agreement.
3. 3. 4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, " Extra Work" means any work which BB& K 2019)
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Docusign Envelope ID: 1967D3EC- FBF1- 4A41- A497- 59F49D8485A1 is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Contractor shall not perform, nor be compensated for, Extra Work without written authorization from the City.
3. 3. 5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3. 1. 2, the rate set forth in Exhibit " C" may be adjusted each year at the time of renewal as set forth in Exhibit " C."
3. 4 Labor Code Requirements.
3. 4. 1 Prevailina Waaes. [ Reserved]
3. 4. 2 Reaistration. [ Reserved]
3. 5 Accounting Records.
3. 5. 1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor 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 under this Agreement.
3. 6 General Provisions.
3. 6. 1 Termination of Aqreement.
3. 6. 1. 1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven ( 7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.
3. 6. 1. 2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen ( 15) days of the request.
3. 6. 1. 3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3. 6. 1. 4 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
BB& K 2019)
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Docusign Envelope ID: 1967D3EC- FBF1- 4A41- A497- 59F49D8485A1 Contractor: RCS Investigations & Consulting, LLC
P. O. Box 29798
Anaheim Hills, CA 92809
ATTN: Jorge Cisneros, Principal
City: City of Signal Hill
2175 Cherry Avenue
Signal Hill, CA 90755
ATTN: Wayne Byerley, Chief of Police
Such notice shall be deemed made when personally delivered or when mailed, forty-eight ( 48) hours after deposit in the U. S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3. 6. 2 Ownership of Materials and Confidentialitv.
3. 6. 2. 1 Documents & Data; Licensinq of Intellectual Propertv. This Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement (" Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data.
Contractor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Contractor or provided to Contractor by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.
3. 6. 2. 2 Confidentialitv. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other pocuments & Data either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Contractor which is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3. 6. 2. 3 Confidential Information. The City shall refrain from releasing Contractor' s proprietary information (" Proprietary Information") unless the City' s legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, BB& K 2019)
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Docusign Envelope ID: 1967D3EC- FBF1- 4A41- A497- 59F49D8485A1 in which case the City shall notify Contractor of its intention to release Proprietary Information.
Contractor shall have five ( 5) working days after receipt of the Release Notice to give City written notice of Contractor' s objection to the City's release of Proprietary Information. Contractor shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney' s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: ( 1) Contractor fails to fully indemnify, defend ( with City' s choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/ or (2) a final and non- appealable order by a court of competent jurisdiction requires that City release such information.
3. 6. 3 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3. 6. 4 Attornev' s Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney' s fees and all other costs of such action.
3. 6. 5 Indemnification.
To the fullest extent permitted by law, Contractor shall defend ( with counsel of City' s choosing), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor' s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorneys' fees and other related costs and expenses. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Contractor or the City, its officials, officers, employees, agents or volunteers.
3. 6. 6 Entire Aareement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
3. 6. 7 Governina Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County.
3. 6. 8 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3. 6. 9 Citv' s Riaht to Emplov Other Contractors. City reserves right to employ other Contractors in connection with this Project.
3. 6. 10 Successors and Assiqns. This Agreement shall be binding on the successors and assigns of the parties.
BB& K 2019)
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3. 6. 11 Assianment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3. 6. 12 Construction; References: Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3. 6. 13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3. 6. 14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3. 6. 15 No Third- Partv Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3. 6. 16 Invaliditv; Severabilitv. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3. 6. 17 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3. 6. 18 Eaual Opportunitv Emplovment. Contractor 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. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City' s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in BB& K 2019)
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Docusign Envelope ID: 1967D3EC- FBF1- 4A41- A497- 59F49D8485A1 effect or hereinafter enacted.
3. 6. 19 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3. 6. 20 Authoritv to Enter Aareement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3. 6. 21 Counterqarts. This Agreement may be signed in counterparts, each of which shall constitute an original.
BB& K 2019)
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Docusign Envelope ID: 1967D3EC- FBF1- 4A41- A497- 59F49D8485A1
3. 7 Subcontracting
3. 7. 1 Prior Apqroval Reauired. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
CITY OF SIGNAL HILL RCS INVESTIGATIONS &
CONSULTING, LLC
Signed by: Signed by:
Q T°*'' bV' Sln, t, V'bS By: By:
40 Jbl. l44q.. I DCC rU IL4HC.. CarYo ' omaino Jorge isneros, Principal City Manager If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary OR Treasurer REQUIRED]
ATTEST:
Signed by:
gy l `'{- Du
Steve odig; Partner
By.
DocuSigned by:
u b, t, S
Kimbe y oyes
Assistant City Clerk
APPROVED AS TO FORM:
By.
Signed by:
t, t, W . G. aV'd,Sbl,
isG b - ov:, ir ob
Mattliew. Richardson
City Attorney
BB& K 2019)
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Docusign Envelope ID: 1967D3EC- FBF1- 4A41- A497- 59F49D8485A1 EXHIBIT " A"
SCOPE OF SERVICES
I. Contractor will perform the following Services:
A. Investigations of allegations of misconduct against an employee or employees of the City. An investigation herein shall be referred to as the " Project".
II. As part of the Services, Contractor will prepare and deliver the following tangible work products to the City of Signal Hill ( City):
A. Proiect Proposal. Contractor shall prepare a written description of the Scope of the Investigation," to include the estimated number of potential witnesses, the estimated cost to perForm the Project (" Project Budget"), and an estimate as to when the Project will likely be completed (" Project Completion Date"). Collectively, this will be referred to as the " Project Proposal." With the approval of the Contract Officer, the formal Project Proposal may be deferred until Contractor has completed an initial interview of the complaining party( s).
B. Proiect Aqproval. The Contract Officer shall in writing approve, modify or reject the Project Proposal, and may issue a Notice to Proceed.
C. In addition to the requirements of Section 6. 2, during performance of the Services, Contractor shall provide the Contract Officer with weekly verbal reports regarding the status of the investigation.
D. A report of the investigation shall be submitted to the Contract Officer for review. At the request of the Contract Officer, the report' s reasoning or findings may be clarified, and if requested, additional witnesses will be interviewed.
However, the independent findings of the investigator are not subject to modification by the Contract Officer, or anyone else.
III. The Project shall be performed at a cost not to exceed the Project Budget, unless otherwise authorized in writing by the Contract Officer. This is not to say that the Project will be completed within the proposed Project Budget, but rather to clarify that no work will be performed that exceeds the Project Budget absent advance written approval.
IV. Contractor shall complete the Project and deliver all Project deliverables to the Contract Officer by the Project Completion Date unless circumstances beyond the control of the Contractor make this not feasible and more time is required to complete the Project.
BB& K 2017) Exhibit" C"- 1
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Docusign Envelope ID: 1967D3EC- FBF1- 4A41- A497- 59F49D8485A1 EXHIBIT " B"
SCHEDULE OF SERVICES
I. Contractor shall perform all services timely in accordance with the following schedule:
A. Investigation Services: The Project Completion Date is generally within 60 days of commencement of the Project unless ( i) urgent matter requiring completion in such shorter period as agreed to with the Contact Officer, or (ii) due to the complexity of the matter, and/ or availability of witnesses, employees and their representatives and work schedules, a longer period is agreed to by the parties.
II. Notwithstanding the foregoing, the parties may agree in writing to a time period to perform each investigation.
III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3. 2. 2
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Docusign Envelope ID: 1967D3EC- FBF1- 4A41- A497- 59F49D8485A1 EXHIBIT " C"
COMPENSATION
Contractor shall perform tasks at the following rates:
I. FY25— ( Julv 1, 2024 - June 30, 2025)
Background Investigations:
o Police officers & dispatchers: $ 1, 950 flat fee.
o Non- sworn personnel: $ 1, 850 flat fee.
Administrative Investigations:
o $ 175 per hour investigation fee.
o $ 55 per hour transcription fee.
FY26— ( Julv 1, 2025— June 30, 2026)
Background Investigations:
o Police officers & dispatchers: $ 2, 000 flat fee.
o Non- sworn personnel: $ 1, 950 flat fee.
Administrative Investigations:
o $ 185 per hour investigation fee.
o $ 60 per hour transcription fee.
II. The City will compensate Contractor for the Services performed upon submission of a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.
III. The total compensation for the Services shall not exceed $50, 000 per year, as provided in Section 3.3. 1 of this Agreement.
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Docusign Envelope ID: 1967D3EC- FBF1- 4A41- A497- 59F49D8485A1 EXHIBIT " D"
INSURANCE REQUIREMENTS
3. 2. 11 Insurance.
3. 2. 11. 1 Time for Compliance. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section.
3. 2. 11. 2 Tvpes of Insurance Reauired. As a condition precedent to the effectiveness of this Agreement for services to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Contractor, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Contractor agrees to amend, supplement or endorse the policies to do so.
A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office " occurrence" form CG 0001, or the exact equivalent, with limits of not less than $ 3, 000, 000 per occurrence and no less than $5, 000, 000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions ( 1) limiting coverage for contractual liability; ( 2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion( s) contrary to the terms or purposes of this Agreement.
B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering Any Auto" ( Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $ 1, 000, 000 combined limit for each occurrence.
C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer' s Liability Insurance with a limit of not less than $ 1, 000,000 per accident for bodily injury and disease.
D) Pollution Liability: Pollution Liability Insurance covering all of the Contractor' s operations to include onsite and offsite coverage for bodily injury ( including death and mental anguish), property damage, defense costs and cleanup costs with limits of not less than $ 5, 000,000 per loss and $ 10, 000,000 total all losses. The policy shall contain no endorsements or provisions limiting contractual liability or coverage for cross liability of claims or suits by one insured against another. If coverage is written on a claims- made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three 3) years from termination or expiration of this Agreement.
3. 2. 11. 3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
A) Commercial General Liability and Pollution Liability:
BB& K 2019) Exhibit" D"- 1
55728. 00300\ 42906611. 1
Docusign Envelope ID: 1967D3EC- FBF1- 4A41- A497- 59F49D8485A1 1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the perFormance of the Agreement.
Additional Insured Endorsements shall not ( 1) be
restricted to " ongoing operations"; ( 2) exclude " contractual liability"; ( 3) restrict coverage to " sole" liability of Contractor; or( 4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Contractor shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 ( or endorsements providing the exact same coverage) to effectuate this requirement. 2) Cancellation: Required insurance policies shall not
be canceled or the coverage reduced until a thirty( 30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium.
B) Automobile Liability:
C) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty ( 30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium.
3. 2. 11. 4 Professional Liability ( Errors & Omissions):
A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty ( 30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium.
B) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must " pay on behalf of" the insured and include a provision establishing the insurer's duty to defend.
3. 2. 11. 5 Workers' Compensation:
A) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty ( 30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non- payment of premium.
B) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.
3. 2. 11. 6 Primary and Non- Contributinq Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
3. 2. 11. 7 Waiver of Subroaation. All policies of Commercial General Liability and Automobile Liability insurance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to BB& K 2019) Exhibit" D"- 2
55728. 00300\ 42906611. 1
Docusign Envelope ID: 1967D3EC- FBF1- 4A41- A497- 59F49D8485A1 waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subcontractors.
3. 2. 11. 8 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
3. 2. 11. 9 Evidence of Insurance. The Contractor, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. 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 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 and not replaced immediately so as to avoid a lapse in the required coverage, Contractor 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.
3. 2. 11. 10 Failure to Maintain Coveraae. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement effective upon notice.
3. 2. 11. 11 Acceptabilitv of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California lnsurance Code or any federal law.
3. 2. 11. 12 Enforcement of Aqreement Provisions ( non estoppel).
Contractor acknowledges and agrees that actual or alleged failure on the part of the City to inform Contractor of non- compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
3. 2. 11. 13 Reauirements Not Limitinq. Requirement of specific coverage or minimum limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.
3. 2. 11. 14 Insurance for Subcontractors. Contractor shall include all subcontractors engaged in any work for Contractor relating to this Agreement as additional insureds under the Contractor's policies, or the Contractor shall be responsible for causing BB& K 2019) Exhibit" D"- 3
55728. 00300\ 42906611. 1
Docusign Envelope ID: 1967D3EC- FBF1- 4A41- A497- 59F49D8485A1 subcontractors to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subcontractor' s policies. All policies of Commercial General Liability insurance provided by Contractor' s subcontractors performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Contractor shall not allow any subcontractor to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subcontractor' s compliance with all insurance requirements under this Agreement, to the extent applicable. The Contractor shall provide satisfactory evidence of compliance with this section upon request of the City.
BB& K 2019) Exhibit" D"- 4
55728. 00300\ 42906611. 1
RCSIN- 1 O
4 R
CERTIFICATE OF LIABILITY INSURANCE I
DATE( M6WDIYYYY)
12/ 11/ 2024
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. I IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the tertns and conditlons of the policy, certain policles may requlre an endorsemerrt. A statemerrt on this certficate does not confer riQhts to the certificate holder in lieu of such endorsement s.
PRODUCER TBO 7' I- T' I B CANTACT MICII@II@ NOW@' II I Alliance Mgt. 8 Insurance Sery PHONE 760- 471- 7116 I
F^ X
760- 471- 9378 I
355 Via Vera Cn¢# 7
ac, No, exp: ac, No:
CA AgentBroker Lic# 0737966
San Marcos, CA 92078 I ADDRESS: E- MAIL mnowell aLbamiscorp. com Michelle A. Nowell INSURERISI AFFORDING COVERAGE I NAIC I I iNsur Rn: StarStone S ecial Ins Comn 44 76
I cS Investigations iNsuReR e:
Consulting' LLC IINSURERC: I PO Box 29798
Anaheim, CA 92809- 9798 I INSURER D: I
I INSURER E: I I
I INSURER F: I I
COVERAGES rFRTiFiSATE 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. NOTIMTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VNTH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY ' ERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, IXCIUSIONS AND CONDITIONS OF SUCH ' OLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY AID CLAIMS.
INSR
TypE OF INSURANCE ADDL iUBR POUCY EFF POLICY EXP
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D, n POLICY NUMBER MM/ DD/ YYYVI MMIDD/ V` I IWI LIMITS
A X COAAMERCIAL GENERAL LIABILRY
9 nV R I, OOO, OOOI
CLAIMSauIADE X OCCUR AGE TO REN sI OO, OOO X WSGP001043 06119/ 2024 0611912025 es rea occ rrence 3 X Errors 8 Omission 5, ppp
MED EXP( Mv one oersonl S
I PERSONAL 8 ADV INJURY a 1, 000,OOOI
GEN' L AGGREGATE LIMR APPLIES PER: I GENERAI AGGREGATE I 3 4,000, OOOI POLICY jE LOC I PRODUCTS- COMP/ OP AGG I$ OOO, OOOI
OTHER I S I
A AUTOMOBILE IJABILITY COMBINED SINGLE LIMIT
Ea accideMl I a I, OOO, OOOI
ANY AUTO WSGP001043 06/1912024 06/ 19/ 2025 I BODILY INJURY fPar oersonl I S I OWNED SCHE ULED AUTOS ONLY AUTOS BODILY INJURY Per acciderdl I 3 I
X AUTOS ONLY X AUTOS ONLY P80P ER NrnD GE I$ I
I I A UMBRELLA W1B X OCCUR I EACH OCCURRENCE a I X EXCESS W18 CU1IMS AADE I GV 398 06/ 1912024 06119/ 2025 I AGGREGATE S I DED I I RETENTION S g I WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABWTY STATUTF ER I ANY PROPRIETOR/ PARTNEWE( ECUTIVE Y I E. L. EACH ACCIDENT $ QF C ryF F_R EXCLUDED? N/ A
I E. L DISEASE- EA EMPLOVE S
H yes, descnbe under
DES. RIP ION( F( 1PFRATIONS bebw E.L DISEASE- POLICY LIMIT $ I q Professional Liab vV lir'UU1U43 U6 1912024 06/ 19i2025 Occurence 1, 000, 000 Aggregate 4,000, 000
DESCRIPTION OF OPERATIONS/ LOCA710NS/ VEHICLES( ACORD 101, AtldlNonal Remarka Schedule, may be attached tt mom space Is roqulred) City of Singal Hill, its directors, officers, employees, and agents, are named as an additional insured witM respects to the work perFormed by the named insured.
Investigation, CA—
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
City of Signal Hill
2175 Cherry Ave
Signal Hilll, CA 90755
AUTHORIZED REPRESENTATNE
i Q%
ACORD 26( 2018/ 03) m 1968• 2016 ACORD CORPORATION. All righb reserved.
The ACORD name and logo are registered marks of ACORD
POLICY NUMBER: WSGP001043 COMMERCIAL GENERAL LIABILITY
CIGL 79 0318
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person( s)
Or Orqanization( s) Location( s) Of Covered Operations
Blanket as required by valid written contract. Blanket as required by valid written contract.
Additional I nformation:
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. Section II — Who Is An Insured is amended to include as an additional insured the person or organization shown in the Schedule, but only with respect to liability for" bodily injury", " property damage" or" personal and advertising injury" arising out of:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your behalf; in the performance of your operations for the additional insured at the location shown in the Schedule.
However:
a. The insurance afforded to such additional insured only applies to the extent permitted by law; b: If coverage provided to the additional insured is required by a contract or agreement, the insurance CIGL 79 0318 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 2 afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured; and
c. Regardless of the date of occurrence or when the injury or damage first occurs or is first discovered, a person' s or organization' s status as an additional insured under this endorsement ends upon the earliest of:
1) The completion or termination of the contract or agreement between you and the additional insured for the location shown in the Schedule;
2) The date you cease actively performing operations for the additional insured at the location shown in the Schedule; or
3) The expiration or termination date of the policy or this endorsement.
B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply:
This insurance does not apply to liability or damages for" bodily injury", " property damage", or "personal and advertising injury":
1. Caused by, arising from, or included in the" products- completed operations hazard";
2. Arising out of the additional insured' s sole negligence;
3. Arising out of work or operations performed by you that were completed prior to the effective date of this endorsement; or
4. Which continues or progressively deteriorates after you cease actively performing operations for the additional insured at the location shown in the Schedule, even if the injury or damage first occurred, or is alleged to have first occurred, during the course of your operations for the additional injured.
C. Solely for purposes of this endorsement, the following definition is deleted in its entirety and replaced by the following:
1. "" Products- completed operations hazard":
a. Includes all " bodily injury" and " property damage" occurring away from premises you own or rent and arising out of" your product" or" your work" except:
1) Products that are still in your physical possession; or 2) Work that has not yet been completed or abandoned. However, " your work" will be deemed completed at the earliest of the following times:
a) When all of the work called for in your contract has been completed; b) When all of the work to be done at the location shown in the Schedule has been completed if your contract calls for work at more than one location; or c) When that part of the work done at the location shown in the Schedule has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project.
Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed.
D. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance:
If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance:
1. Required by the contract or agreement; or
2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less.
This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.
CIGL 79 0318 Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 2