18-0403_VINCENTBENJAMIN GROUP, LLC_E6_Agenda ReportTO:
FROM:
City of San Juan Capistrano
Agenda Report
Honorable Mayor and Members of the City Council
~njamin Siegel, City Manager
SUBMITTED BY: Ken Al-lmam, Chief Financial Offi cer dJ!--' _.P
Sam Penrod, Human Resources Manage ~
PREPARED BY:
DATE :
Michelle Short, Senior Accountant ~
April 3, 2018
4/3/2018
E6
SUBJECT: Consideration of a Third Amendment to the Professional Services
Agreement for Temporary Staffing Services Provided by
VincentBenjamin Group, LLC
RECOMMENDATION :
Approve and authorize the City Manager to execute a Third Amendment to the
Professional Services Agreement with VincentBenjamin Group, LLC, for temporary
staffing services.
EXECUTIVE SUMMARY:
On June 15, 2017, the City entered into an agreement with VincentBenjamin Group,
LLC to provide temporary staffing services. The need for these services arises when
there are vacancies or employees are out on extended medical-related leaves. Approval
of the proposed amendment will not increase the budgeted expenditures of the City.
The cost of the proposed amendment to this agreement is expected to be funded with
salary savings created by the vacancies. This amendment limits the amount paid under
the agreement to the amount appropriated by City Council for personnel services and
extends the term of the agreement to June 30, 2019.
FISCAL IMPACT:
Planned use of this contract to temporarily fill vacant positions will not increase the
budgeted expenditures of the City. It is expected that costs incurred under this contract
will be funded by money already appropriated for the vacated positions.
ENVIRONMENTAL IMPACT:
City Council Agenda Report
April 3, 2018
Page 2 of 2
Not applicable.
PRIOR CITY COUNCIL REVIEW :
Not applicable.
COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS:
This item does not go through the Commission/Committee review process.
NOTIFICATION:
VincentBenjamin Group, LLC
ATTACHMENTS:
Attachment 1 -Proposed Amendment 3 to the Professional Services Agreement with
VincentBenjamin Group, LLC
Attachment 2 -Amendment 2 to the Professional Services Agreement with
VincentBenjamin Group, LLC
Attachment 3-Amendment 1 to the Professional Services Agreement with
VincentBenjamin Group, LLC
Attachment 4-Professional Services Agreement dated June 15, 2017
AMENDMENT NO. 3
TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN JUAN CAPISTRANO
AND
VINCENTBENJAMIN GROUP, LLC
1. Parties and Date.
This Amendment No. 3 to the Professional Services Agreement by and
between the City of San Juan Capistrano, a municipal corporation organized and
operating under the laws of the State of California with its principal place of
business at 32400 Paseo Adelanto, San Juan Capistrano, California 92675
("City"), and VincentBenjamin Group, LLC, an Arizona limited liability corporation,
with its principal place of business at 2415 E. Camelback Road, Suite 1000,
Phoenix, Arizona, 85016 (hereinafter referred to as "Consultant") is made and
entered into as of this day of April 2018. The City and the Consultant are
sometimes individually referred to as "Party" and collectively as "Parties" in this
Amendment.
2. Recitals.
2.1 Consultant. The City and the Consultant entered into an agreement
entitled "Professional Services Agreement" on June 15, 2017 ("Agreement") for the
purpose of retaining the Consultant to provide temporary staffing services. The
Parties entered into a First Amendment to the Professional Services Agreement on
September 6, 2017 to increase compensation to an amount not to exceed $45,000
and a Second Amendment on February 20, 2018 to increase compensation to an
amount not to exceed $100,000.
2.2 Amendment Purpose. The City and the Consultant desire to amend the
Agreement to increase the not-to-exceed compensation amount and to extend the
term of the Agreement.
2.3 Amendment Authority. This Amendment No. 3 is authorized pursuant to
Section 2 of the Agreement.
Page 1 of 4
Attachment 1 -Page 1 of 6
3. Amendment.
3.1 Amendment. Section 2 and Section 5 of the Agreement are hereby
amended in their entirety to read as follows:
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such
services at an hourly rate mutually agreed to in writing by the Consultant and the City.
The hourly bill rate shall be negotiated on a case by case basis, conform to the hourly
rate schedule set forth in Exhibit A to this Amendment, and be memorialized in writing. The
hourly bill rate so negotiated shall cover all costs related to the services provided, and the
City will not pay any additional costs incurred by the Consultant. In no event shall the amount
paid for services rendered by the Consultant in a given fiscal year under this agreement
exceed the amount remaining on the City Council's annual appropriation for personnel
services, as amended. The City's obligation pursuant to this Section 2 to pay the Consultant
beyond the first fiscal year in which this Agreement is approved is expressly made contingent
upon the availability of funds identified by the City in its discretion, or to such yearly
appropriation and allocation of resources as determined by the City Council.
b. Periodic payments shall be made within 30 days of receipt of an
invoice which includes a detailed description of the work performed. Payments to
Consultant for work performed will be made on a monthly billing basis.
5. Time of Performance.
Consultant shall perform its services in a prompt and timely manner and shall
commence performance upon receipt of written notice from the City to proceed ("Notice to
Proceed"). The Notice to Proceed shall set forth the date of commencement of work.
Services shall terminate on June 30, 2019.
4. Continuing Effect of Agreement.
Except as amended by this Amendment No. 3, all other provisions of the Agreement remain
in full force and effect and shall govern the actions of the parties under this Amendment No.
3. From and after the date of this Amendment No. 3, whenever the term "Agreement"
appears in the Agreement, it shall mean the Agreement as amended by this Amendment No.
3.
5. Adequate Consideration.
The Parties hereto irrevocably stipulate and agree that they have each received adequate
and independent consideration for the performance of the obligations they have undertaken
pursuant to this Amendment No. 3.
Page 2 of 4
Attachment 1 -Page 2 of 6
6. Severability.
If any portion of this Amendment No. 3 is declared invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
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Page 3 of 4
Attachment 1 -Page 3 of 6
SIGNATURE PAGE FOR AMENDMENT NO. 3
TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND VINCENTBENJAMIN GROUP, LLC
CITY OF SAN JUAN CAPISTRANO VINCENTBENJAMIN GROUP, LLC
Approved By:
Benjamin Siegel, City Manager Signature
Date Name
Attest By: Title
Maria Morris, City Clerk Date
Approved As To Form :
Jeffrey Ballinger, City Attorney
Page 3 of 3
Attachment 1 -Page 4 of 6
SIGNATURE PAGE FOR AMENDMENT NO.3
TO THE PROFESSIONAL SERVICES AGREEMENT
BElWEEN THE CITY OF SAN JUAN CAPISTRANO
AND VINCENTBENJAMIN GROUP, LLC
CITY OF SAN JUAN CAPISTRANO VINCENTBENJAMIN GROUP, LLC
Approved By:
Benjamin Siegel, City Manager Signature
Robert Lunny
Date Name
CFO
Attest By: Title
3.22.18
Maria Morris, City Clerk Date
Approved As To Form :
Jeffrey Ballinger, City Attorney
Page 3 of 3 Attachment 1 -Page 5 of 6
EXHIBIT A-TEMPORARY STAFFING RATES
Position Rate per hour
Receptionist $20.00 to $28.00
Customer Service Representative $20.00 to $28.00
Other Positions $20.00 to $60.00
Attachment 1 -Page 6 of 6
AMENDMENT NO. 2
TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN JUAN CAPISTRANO
AND
VINCENTBENJAMIN GROUP, LLC
1. Parties and Date.
This Amendment No.2 to the Professional Services Agreement is made and
entered into as of this JlQ_ day of February, 2018, by and between the City of San
Juan Capistrano, a municipal corporation organized and operating under the laws of
the State of California with its principal place of business at 32400 Paseo
Adelanto, San Juan Capistrano, CA 92675 ("City"), and VincentBenjamin Group,
LLC, an Arizona limited liability corporation, with its principal place of business at
2415 E. Camelback Road, Suite 1000, Phoenix, Arizona, 85016 (hereinafter
referred to as "Consultant"). City and Consultant are sometimes individually
referred to as "Party" and collectively as "Parties" in this Agreement.
2. Recitals.
2.1 · Consultant. The City and Consultant have entered into an agreement
entitled "Professional Services Agreement" dated June 15, 2017, ("Agreement") for
the purpose of retaining the services of Consultant to provide temporary staffing
services. The Parties entered into a First Amendment to the Professional Services
Agreement dated September 6, 2017 to increase compensation to an amount not to
exceed $45,000.
2.2 Amendment Puroose. The City and Consultant desire to amend
the Agreement to increase the not to exceed compensation amount.
2.3 Amendment Authoritv. This Amendment No. 2 is authorized pursuant to
Section 2 of the Agreement.
3. Terms.
3.1 Amendment. Section 2 of the Agreement is hereby amended in its
entirety to read as follows:
Page 2 of 3
Attachment 2 -Page 1 of 4
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such
services at an hourly rate mutually agreed to in writing by the Consultant and the City.
The hourly bill rate shall be negotiated on a case by case basis in accordance
with the Schedule of Charges set forth in Exhibit "A".
b. In no event shall the total amount paid for services rendered by
Consultant under this Agreement exceed the sum of $100,000. This amount is to cover
all printing and related costs, and the City will not pay any additional fees for
printing expenses. Periodic payments shall be made within 30 days of receipt of an
invoice which includes a detailed description of the work performed. Payments to
Consultant for work performed will be made on a monthly billing basis.
3.2 Continuing Effect of Agreement. Except as amended by this Amendment No.
2, all other provisions of the Agreement remain in full force and effect and shall
govern the actions of the parties under this Amendment No. 2. From and after
the date of this Amendment No. 2, whenever the term "Agreement" appears in
the Agreement, it shall mean the Agreement as amended by this Amendment No. 2.
3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree
that they have each received adequate and independent consideration for the performance
of the obligations they have undertaken pursuant to this Amendment No.2.
3.5 Severability. If any portion of this Amendment No. 2 is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
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Page 2 of 3
Attachment 2 -Page 2 of 4
SIGNATURE PAGE FOR AMENDMENT N0.2
TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND VINCENTBENJAMIN GROUP, LLC
CITY OF SAN JUAN CAPISTRANO VINCENTBENJAMIN GROUP, LLC
Approved By: r.~ lx <;{' 1~~~-/'-;;-
Signature '
Robert Lunny
Name
Date CFO
Title
Attest By:
1124/18
Date
Approved As To Form:
Jeff Ballinger, City Attorney
Page 3 of 3
Attachment 2-Page 3 of 4
SIGNATURE PAGE FOR AMENDMENT N0.2
TO THE PROFESSIONAL SERVICES AGREEMENT
BE1WEEN THE CITY OF SAN JUAN CAPISTRANO
AND VINCENTBENJAMIN GROUP, LLC
CITY OF SAN JUAN CAPISTRANO VINCENTBENJAMIN GROUP, LLC
Approved By:
Robert Lunny
Nama
Date CFO
TIUe
Attest By:
. 1124118
Date
Maria Moms, City Clerk
Approll8d As To Form:
Pago 3or 3
Attachment 2 -Page 4 of 4
AMENDMENT NO.1
TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN JUAN CAPISTRANO
AND
VINCENTBENJAMIN GROUP, LLC
1. Parties and Date.
This Am e nd e nt No.1 to th e Profess ional Se rvices A g reeme nt is made and ent e red
into as of this l!L l da y of S ep te mb er, 2017, by and be tw ee n th e City of San Jua n
Capistrano, a municipal corporation organized and operating under the laws of the State of
California with its principal place of business at 32400 Paseo Adelanto, San Juan
Capistrano, CA 92675 ("City"), and VincentBenjamin Group, LLC, an Arizona limited liability
corporation, with its principal place of business at 2415 E. Camelback Road, Suite 1000,
Phoenix, Arizona, 85016 (hereinafter referred to as "Consultant"). City and Consultant are
sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.
2. Recitals.
2 .1 Consultant. The City and Consultant have entered into an agreement entitled
"Professional Services Agreement" dated June 15, 2017, ("Agreement") for the purpose of
retaining the services of Consultant to provide temporary staffing services.
2.2 Amendment Purpose . The City and Consultant desire to amend the
Agreement to increase the not to exceed compensation amount.
2.3 Amendm e nt Auth o rity. This Amendment No. 1 is authorized pursuant to
Section 2 of the Agreement.
3. Terms.
3.1 Amendm ent Section 2(b) of the Agreement is hereby amended in its entirety
to read as follows:
2. Co m pensa t io n.
a. Subject to paragraph 2(b) below, the City shall pay for such services at
an hourly rate mutually agreed to in writing by the Consultant and the City. The houdy bill
rate shall be negotiated on a case by case basis in accordance with the Schedule of
Charges set forth in Exhibit "A".
Page 1 of 3
Attachment 3 -Page 1 of 3
b. In no event shall the total amount paid for services rendered by
Consultant under this Agreement exceed the sum of $45,000. This amount is to cover all
printing and related costs, and the City will not pay any additional fees for printing
expenses. Periodic payments shall be made within 30 days of receipt of an invoice which
includes a detailed description of the work performed. Payments to Consultant for work
performed will be made on a monthly billing basis.
3.2 Continuing Effect of Agreement. Except as amended by this Amendment No.
1 , all other provisions of the Agreement remain in full force and effect and shall govern the
actions of the parties under this Amendment No. 1. From and after the date of this
Amendment No. 1, whenever the term "Agreement" appears in the Agreement, it shall
mean the Agreement as amended by this Amendment No.1.
3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree
that they have each received adequate and independent consideration for the performance
of the obligations they have undertaken pursuant to this Amendment No.1.
3.5 Severabi~. If any portion of this Amendment No. 1 is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue In full force and effect.
[Signatures on Next Page]
Page 2 of3
Attachment 3 -Page 2 of 3
SIGNATURE PAGE FOR AMENDMENT N0.1
TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND VINCENTBENJAMIN GROUP, LLC
CITY OF SAN JUAN CAPISTRANO VINCENTBENJAMIN GROUP, LLC
Approved By:
\-1CtrVJt ( c cvme ct 'Ovt t \ o
1-t) .. f? Name
Date
Title
q I I z I 'Pdt J,
Date
Approved As To Form:
Page 3 of 3 Attachment 3 -Page 3 of 3
CITY OF SAN JUAN CAPISTRANO
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered Into as of June 15, 2017 by and between the City
of San Juan Capistrano, a municipal corporation organized and operating under the laws of the
State of California with Its principal place of business at 32400 Paseo Adelanto, San Juan
Capistrano, CA 92675 ("City.), and VincentBenjamin Group, LLC, an Arizona limite~ liability
corporation, with its principal place of business at 2415 E. Camelback Road, Su1te 1000,
Phoenix, Arizona, 85016 (hereinafter referred to as "Consultant"). City and Consultant are
sometimes individually referred to as MParty" and collectively as "Parties" in this Agreement.
RECITALS
A. City is a public agency of the State of Califomla and is In need of professional services
for temporary staffing services (hereinafter referred to as "the Project").
B. Consultant is duly licensed and has the necessary qualifications to provide such
services.
C. The Parties desire by this Agreement to establish the terms for City to retain Consultant
to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with professional staffing services as needed.
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services at an
hourly rate mutually agreed to In writing by the Consultant and the City. The hourly bill rate shall
be negotiated on a case by case basis in accordance with the Schedule of Charges set forth in
Exhibit "A·.
b. In no event shall the total amount paid for services rendered by
Consultant under this Agreement exceed the sum of $10,000. Thi s amount is to cover all
printing and related costs, and the City will not pay any additional fees for printing expenses .
Periodic payments shall be made within 30 days of receipt of an invoice which includes a
detailed description of the work performed. Payments to Consultant for work performed will be
made on a monthly billing basis.
3. Additional Work.
If changes In the work seem merited by Consultant or the City, and Informal
consultations with the other party Indicate that a change Is warranted, It shall be processed In
the following manner: a letter outlining the changes shall be forwarded to the City by Consultant
with a statement of estimated changes in fee or time schedule. An amendment to this
Agreement shall be prepared by the City and executed by both Parties before performance of
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61147.00150\29869802.2
Attachment 4 -Page 1 of 13
such services, or the City will not be required to pay for the change~ in the sc:ope of work. Such
amendment shall not render ineffectiVe or invalidate unaffected portrons of thrs Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs
incurred shall be maintained by Consultant and made available at all reasonable times during
the contract period and for four (4) years from the date of final payment under the contract for
Inspection by City.
5. Time of Performance.
Consultant shall perform its services In a prompt and timely manner and shall
commence performance upon receipt of written notice from the City to proceed rNotice to
Proceed"). The Notice to Proceed shall set forth the date of commencement of work.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered In default of this Agreement for
delays in performance caused by circumstances beyond the reasonable control of the non-
performing party. For purposes of this Agreement, such circumstances include but are not
limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and
other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances;
sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a
reasonable time of being prevented from performing, give written notice to the other party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local government, Including CaVOSHA requirements.
b. If required, Consultant shall assist the City, as requested, In obtaining and
maintaining all permits required of Consultant by federal, state and local regulatory agencies.
c. If applicable, Consultant Is responsible for all costs of clean up and/ or removal of
hazardous and toxic substances spilled as a result of his or her services or operations
performed under this Agreement.
8. Standard of Care
Consultant's services will be performed in accordance with generally accepted
professional practices and principles and In a manner consistent with the level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Subconsultant
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61147.00150129869802.2
Attachment 4 -Page 2 of 13
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or
Interest In this Agreement without the written consent of the City, which may be withheld for any
reason. Any attempt to so assign or so transfer without such consent shall be void and without
legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a
provision making them subject to all provisions stipulated in this Agreement. Nothing contained
herein shall prevent Consultant from employing Independent associates, and subconsultants as
Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Consultant
Consultant is retained as an independent contractor and is not an employee of City. No
employee or agent of Consultant shall become an employee of City. The work to be performed
shall be in accordance with the work described in this Agreement, subject to such directions and
amendments from City as herein provided.
11. Insurance. Consultant shall not commence work for the City until it has provided
evidence satisfactory to the City it has secured all insurance required under this section. In
addition, Consultant shall not allow any subcontractor to commence work on any subcontract
until it has secured all insurance required under this section.
a. Commercial General Liability
(I) The Consultant shall take out and maintain, during the
performance of all work under this Agreement, in amounts not less than specified herein,
Commercial General Liability Insurance, in a form and with insurance companies acceptable to
the City. .
(ii) Coverage for Commercial General Liability Insurance shall be at
least as broad as the following:
(1) Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent.
(Iii) Commercial General Liability Insurance must include coverage
for the following:
(1} Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6} Explosion, Collapse and Underground (UCX) exclusion
deleted
(7) Contractual Liability with respect to this Contract
(8) Broad Form Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting
coverage fo~ (1) contractual liability; (2) cross liability exclusion for claims or suits by one
Insured aga1nst another; {3) products/completed operations liability; or ( 4) contain any oth er
exclusion contrary to the Agreement.
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Attachment 4 -Page 3 of 13
(v) The policy shall give City, its officials, officers, employees,
agents and City designated volunteers additional insured status using ISO endorsement forms
CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self-insured retention, subject to written approval by the City, and
provided that such deductibles shall not apply to the City as an additional insured.
b. Automobile Liability
(i) At all times during the performance of the work under this
Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and
property damage including coverage for owned, non-owned and hired vehicles, in a fonn and
with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as
broad as Insurance Services Office Form Number CA 00 01 covering automobile liability
(Coverage Symbol1, any auto).
(Ill) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status.
(lv) Subject to written approval by the City, the automobile liability
program may utilize deductibles, provided that such deductibles shall not apply to the City as an
additional insured, but not a self-insured retention.
c. Workers' Compensation/Employer's Liability
{i) Consultant certifies that he/she is aware of the provisions of
Section 3700 of the California Labor Code which requires every employer to be insured against
liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that code, and he/she will comply with such provisions before commencing work
under this Agreement.
(ii) To the extent Consultant has employees at any time during the
term of this Agreement, at all times during the performance of the work under this Agreement,
the Consultant shall maintain full compensation Insurance for all persons employed directly by
him/her to carry out the work contemplated under this Agreement, all In accordance with the
MWorkers' Compensation and Insurance Act," Division IV of the Labor Code of the State of
California and any acts amendatory thereof, and Employer's Liability Coverage in amounts
indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the
period required by this Agreement, workers' compensation coverage of the same type and limits
as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant
shall maintain professional liability or Errors and Omissions insurance appropriate to its
profession, in a form and with insurance companies acceptable to the City and In an amount
indicated herein. This insurance shall be endorsed to Include contractual liability applicable to
this Agreement and shall be written on a policy fonn coverage specifically designed to protect
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Attachment 4 -Page 4 of 13
against acts, errors or omissions of the Consultant. "Covered Profess~onal Services" as
designated in the policy must specifically include work performed under th1s Agreement. The
policy must Mpay on behalf or the insured and must include a provision establishing the insurer's
duty to defend.
e. Minimum Policy Limits Requ ired
(I) The following insurance limits are required for the Agreement:
Commercial General liability
Automobile Liability
Employer's liability
Professional Liability
Combined Single Limit
$1 ,000,000 per occurrence/ $2,000,000 aggregate
for bodily Injury, personal injury, and property
damage
$1,000,000 per occurrence for bodily injury and
property damage
$1,000,000 per occurrence
$1,000,000 per claim and aggregate (errors and
omissions)
(li) Defense costs shall be payable in addition to the limits.
(Iii) Requirements of specifcc coverage or limits contained in this
section are not Intended as a limitation on coverage, limits, or other requirement, or a waiver of
any coverage normally provided by any insurance. Any available coverage shall be provided to
the parties required to be named as Additional Insured pursuant to this Agreement.
f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City
evidence of insurance from an insurer or insurers certifying to the coverage of all insurance
required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's
equivalent) signed by the Insurer's representative and Certificate of Insurance (Acord Form 25-
S or equivalent), together with required endorsements. All evidence of insurance shall be
signed by a properly authorized officer, agent, or qualified representative of the insurer and
shall certify the names of the Insured, any additional insureds, where appropriate, the type and
amount of the insurance, the location and operations to which the insurance applies, and the
expiration date of such insurance.
g. Polley Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the
Consultant shall provide at· least ten (10) days prior written notice of cancellation of any such
policy due to non-payment of premium. If any of the required coverage is cancelled or expires
during the tenn of this Agreement, the Consultant shall deliver renewal certificate{s) including
the General Liability Additional Insured Endorsement to the City at least ten (1 0) days prior to
the effective date of cancellation or expiration.
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Attachment 4-Page 5 of 13
(ii) The Commercial General Liability Polley and Automobile Policy
shall each contain a provision stating that Consultant's policy is primary insurance and that any
Insurance, self-Insurance or other coverage maintained by the City or any named insureds
shall not be called upon to contribute to any loss.
(Iii) The retroactive date (if any) of each policy is to be no later than
the effective date of this Agreement. Consultant shall maintain such coverage continuously for
a period of at least three years after the completion of the work under this Agreement.
Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is
advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed;
or C) If the policy is replaced by another claims-made policy with a retroactive date subsequent
to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional
liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its
officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or
others providing insurance evidence in compliance with these specifications to waive their right
of recovery prior to a loss. Consultant hereby waives Its own right of recovery against City, and
shall require similar written express waivers and insurance clauses from each of its
subconsultants.
(v) The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in
excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the
City and shall not preclude the City from taking such other actions available to the City under
other provisions of the Agreement or law.
h. aualifvlng Insurers
(I) All policies required shall be issued by acceptable insurance
companies, as determined by the City, which satisfy the following minimum requirements:
(1) 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 admitted to transact In the
business of insurance In the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance
Code or any federal law.
I. Additional Insurance Provisions
(I) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Consultant, and any approval of said insurance by the City, is
not Intended to and shall not in any manner limit or qualify the liabilities and obligations
otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to,
the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, 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 Consultant or City will
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Attachment 4 -Page 6 of 13
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of
all insurance policies in effect for the duration of the Project.
(iv) Neither the City nor any of Its officials, officers, employees, agents
or volunteers shall be personally responsible for any liability arising under or by virtue of this
Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any
subcontractors or subconsultants to commence work on any subcontract until they have
provided evidence satisfactory to the City that they have secured all insurance required under
this section. Policies of commercial general liability insurance provided by such subcontractors
or subconsultants shall be endorsed to name the City as an additional insured using ISO form
CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by
Consultant, City may approve different scopes or minimum limits of insurance for particular
subcontractors or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend, with
counsel of City's choosing and at Consultant's own cost, Indemnify and hold the City, its
officials, officers, employees, agents and volunteers free and harmless from any and all claims,
demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments,
awards, decrees, settlements, loss, damage or Injury of any kind, in law or equity, to property or
persons, Including wrongful death, (collectively, uclaims') in any manner arising out of,
pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of
Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection
with the performance of the Consultant's services, the Project or this Agreement, Including
without limitation the payment of all consequential damages, expert witness fees and attorneys'
fees and other related costs and expenses. Notwithstanding the foregoing, to the extent
Consultant's services are subject to Civil Code Section 2782.8, the above Indemnity shall be
limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
Consultant's obligaUon to indemnify shall not be restricted to insurance proceeds, if any,
received by the City, Its officials, officers, employees, agents or volunteers.
b. Additional Indemnity Obligations. Consullant shall defend, with counsel
of City's choosing and at Consultant's own cost, expense and risk, any and all Claims covered
by this section that may be brought or Instituted against the City, Its officials, officers,
employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or
decree that may be rendered against the City, its officials, officers, employees, agents or
volunteers as part of any such claim, suit, action or other proceeding. Consultant shall also
reimburse City for the cost of any settlement paid by the City, its officials, officers, employees,
agents or volunteers as part of any such claim, suit, action or other proceeding. Such
reimbursement shall include payment for the City's allomey's fees and costs, including expert
witness fees. Consultant shall reimburse the City, its officials, officers, employees, agents and
volunteers, for any and all legal expenses and costs incurred by each of them in connection
therewith or in enforcing the Indemnity herein provided. Consultant's obligation to Indemnify
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shall not be restricted to Insurance proceeds, if any, received by the City, its officials, officers,
employees, agents and volunteers.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code
Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and
the performance of other requirements on certain "public works" and "maintenancen projects. If
the services are being performed as part of an applicable "public works" or "maintenance"
project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or
more, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable.
Consultant shall defend, indemnify and hold the City, its officials, officers, employees and
agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of
any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory
upon the Consultant and all subconsultants to comply with all California Labor Code provisions,
which include but are not limited to prevailing wages, employment of apprentices, hours of tabor
and debarment of contractors and subcontractors.
b. If the services are being performed as part of an applicable "public works"
or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the
ConsuHant and all subconsultants perfonning such Services must be registered with the
Department of Industrial Relations. Consultant shall maintain registration for the duration of the
Project and require the same of any subconsultants, as applicable. This Project may also be
subject to compliance monitoring and enforcement by the Department of Industrial Relations. It
shall be Consultant's sole responsibility to comply with all applicable registration and labor
compliance requirements.
14. Verification of Employment Eligibilitv.
By executing this Agreement, Consultant verifies that it fully complies with all
requirements and restrictions of state and federal law respecting the employment of
undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of
1986, as may be amended from tlme to time, and shall require all subconsultants and sub-
subconsultants to comply with the same.
15. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of
California. If any action is brought to Interpret or enforce any term of this Agreement, the action
shall be brought In a state or federal court situated In the County of Orange, State of California.
16. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work
under this Agreement by giving ten (10) calendar days written notice to Consultant. In such
event, City shall be Immediately given title and possession to all original field notes, drawings
and specifications, written reports and other documents produced or developed for that portion
of the work completed and/or being abandoned. City shall pay Consultant the reasonable value
of services rendered for any portion of the work completed prior to termination. If said
termination occurs prior to completion of any task for the Project for which a payment request
has not been received, the charge for services performed during such task shall be the
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Attachment 4 -Page 8 of 13
reasonable value of such services, based on an amount mutually agreed to by City and
Consultant of the portion of such task completed but not paid prior to said termination. City shall
not be liable for any costs other than the charges or portions thereof which are specified herein.
Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to
damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under
this Agreement upon thirty (30) calendar days' written notice to City only in the event of
substantial failure by City to perform In accordance with the terms of this Agreement through no
fault of Consultant.
17. Documents. Except as otherwise provided in uTermlnation or Abandonment,"
above, all original field notes, written reports, Drawings and Specifications and other
documents, produced or developed for the Project shall, upon payment in full for the services
described in this Agreement, be furnished to and become the property of the City.
18.. Organization
Consultant shall assign Jamie Campagnolo as Project Manager. The Project Manager
shall not be removed from the Project or reassigned without the prior written consent of the City.
19. Limitation of Agreement.
This Agreement Is limited to and Includes only the work included in the Project described
above.
20. Notice
Any notice or Instrument required to be given or delivered by this Agreement may be
given or delivered by depositing the same In any United States Post Office, certified mail, return
receipt requested, postage prepaid, addressed to:
CITY:
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Michelle Bannlgan, Assistant Finance
Director
and shall be effective upon receipt thereof.
21. Third Party Rights
CONSULTANT:
Jamie Campagnolo
VlncentBenjamin Group, LLC
2010 Main Street
Suite 530
Irvine, CA 92614
Nothing In this Agreement shall be construed to give any rights or benefits to anyone
other than the City and the Consultant.
22. Equal Opportunity Employment.
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Attachment 4 -Page 9 of 13
Consultant represents that it Is an equal opportunity employer and that it shall not
discriminate against any employee or applicant for employment because of race, religion, color,
national origin, ancestry, sex, age or other interests protected by the State or Federal
Constitutions. 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.
23. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and
Consultant as to those matters contained herein, and supersedes and cancels any prior or
contemporaneous oral or written understanding, promises or representations with respect to
those matters covered hereunder. Each party acknowledges that no representations,
inducements, promises or agreements have been made by any person which is not
Incorporated herein, and that any other agreements shall be void. This Agreement may not be
modified or altered except in writing signed by both Parties hereto. This Is an integrated
Agreement.
24. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not
render the provisions unenforceable, invalid or illegal.
25. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in
interest, executors, administrators and assigns of each party to this Agreement. However,
Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights,
burdens, duties or obligations without the prior written consent of City. Any attempted
assignment without such consent shall be Invalid and void.
26. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either party,
unless such waiver is specifically specified in writing.
27. Time of Essence
Time is of the essence for each and every provision of this Agreement.
28. City's Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, In connection
with this Project or other projects.
29. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company
or person, other than a bona fide employee working solely for Consultant, to solicit or secure
this Agreement. Further, Consultant 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 Consultant, any fee,
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Attachment 4 -Page 10 of 13
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
director, official, 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.
[SIGNATURES ON FOLLOWING PAGE)
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Attachment 4-Page 11 of 13
SIGNATURE PA .E FOR PROFESSIONAL S I<:RVJ ES AG H •EIVl • N1
BETWEEN THE .IT ' OF SAN JUA CAPISTHAN O
· ANDVINCENTBENJAMIN GROUP, LLC
IN WITNESS WHEREOF. the Parties have executed this Agreement as of the date first
written above:
CI1Y OF SAN JUAN CAPISTRANO
By:
l<en"A I-Im am
Chief Financial Officer
ATTEST:
By:
APPROVED AS TO FORM:
By: 0 /~ t 3 · ,~
afiy At(o ey r
61 147.001S0\29869SOZ.2
VINCENTBENJAMIN GROUP, LLC
(o,(,15/"4t7
sy: qafot -~c~ a...p1.·<r1AJ
Its:
Printed Name : .6G.Jn I e CQ./l'1(?C<.1)1-1 D\ 0
12
Attachment 4 -Page 12 of 13
EXHIBIT A
Schedule of Charges/Payments
Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a
detailed progress report that indicates the amount of budget spent on each task. Consultant will
inform City regarding any out-of-scope work being performed by Consultant. This-is a time-
and-materials contract.
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Attachment 4 -Page 13 of 13