17-0103_CERTIFIED RECORDS MANAGEMENT_RFP1
CITY OF SAN JUAN CAPISTRANO
Request for Proposals
For
RECORDS STORAGE, RETRIEVAL, AND DESTRUCTION SERVICES
Date of Issuance: January 3, 2017
City of San Juan Capistrano
City Clerk’s Office
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
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City of San Juan Capistrano
NOTICE
REQUEST FOR PROPOSALS
RECORDS STORAGE, RETRIEVAL, AND DESTRUCTION
SERVICES
Notice is hereby given that sealed proposals will be received at the City Clerk
Department until 5:00 p.m., Tuesday, January 31, 2017, furnishing and delivering all
work necessary and incidental to:
Offsite Storage, Retrieval and Destruction of Business Records
The City of San Juan Capistrano is soliciting proposals for the offsite storage, retrieval
and destruction of business records. Currently, the City has nearly 3,100 cubic feet
(approximately 2,550 boxes) stored in a commercial facility. The City is interested in
continuing to store these boxes in an off-site facility with a secure environment that
meets standard specifications.
The deadline for submission of Proposals is Tuesday, January 31, 2017, at 5:00 p.m. in
accordance with the City of San Juan Capistrano contract documents.
Proposals shall be delivered and addressed to:
City of San Juan Capistrano
City Clerk Department
Attention: Christy Jakl, Assistant City Clerk
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Proposals shall be submitted in a sealed envelope and plainly marked on the outside of
the envelope, “RECORDS STORAGE, RETRIEVAL, AND DESTRUCTION SERVICES
RFP”, (Consultant’s Name), and January 31, 2017, 5:00 p.m. Any Consultant who
wishes their proposal to be considered is responsible for making certain that their
proposal is received in the City Clerk Department by the proper time. No oral,
telegraphic, electronic, facsimile, or telephonic proposals or modifications will be
considered unless specified. Proposals received after the scheduled Submittal
Deadline will be returned unopened.
Copies of the Proposal Package may be obtained by contacting Christy Jakl, Assistant
City Clerk at (949) 443-6310 or cjakl@sanjuancapistrano.org, or visiting the City’s
website: http://www.sanjuancapistrano.org/index.aspx?page=1558.
It is the responsibility of the Consultant to see that any Proposal submitted shall have
sufficient time to be received by the City Clerk Department before the Submittal
Deadline. Late proposals will be returned to the Consultant unopened. Proposals will
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not be opened publicly, and the City will endeavor to keep such confidential until a
preferred service provider is recommended to the City Manager.
The receiving time in the City Clerk Department will be the governing time for
acceptability of proposals. Proposals will not be accepted by telephone or facsimile
machine. Proposals must bear original signatures and figures.
___________________________
Maria Morris, City Clerk
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RECORDS STORAGE, RETRIEVAL, AND DESTRUCTION SERVICES
TABLE OF CONTENTS
Page No
A. Description of Work
Background Information 5
Scope of Work 6
Qualifications & Experience 7
B. Instruction to Consultants
Proposal Requirements 9
Proposal Review and Award Schedule 10
General Requirements 10
Rules for Submitting Proposals 12
C. Required Forms
Pricing Schedule 13
D. Form of Agreement 14
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RECORDS STORAGE, RETRIEVAL, AND DESTRUCTION SERVICES
Section A
DESCRIPTION OF WORK
BACKGROUND INFORMATION
The City of San Juan Capistrano is in Southern Orange County situated in a
picturesque coastal valley approximately one and one-half miles inland from the ocean
midway between Los Angeles and San Diego - 62 miles south of Los Angeles and 65
miles north of San Diego. The City consists of approximately 13.6 square miles. The
City was incorporated in 1961 as a General Law City and operates under a City
Council/City Manager form of government.
The City Clerk is responsible for the Citywide Records Management Program and the
storage of a majority of its records.
The City has been storing records off-site in a commercial facility. There are 2,557
boxes currently stored. The following departments are currently storing their records
off-site:
City Attorney
City Clerk
City Manager
Community Services
Development Service
Finance
Human Resources
Public Works
Utilities Department
Estimate of Annual Activity:
2,557 boxes currently in storage at Certified Records Management
200 boxes added
150 - 200 boxes destroyed
100 - 150 boxes retrieved/returned
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RECORDS STORAGE, RETRIEVAL, AND DESTRUCTION SERVICES
Section A - Continued
SCOPE OF WORK
Professional Records Storage, Retrieval, and Destruction Services in conjunction with
offsite storage of business records may include, but not limited to:
1. Set-Up – Initial Transition
Vendor to enter or convert data regarding City’s existing storage boxes and
contents into a new indexing system.
Receiving/Filing/Data Entry
2. Set-Up – Ongoing
Receiving/Filing
3. Storage and Access
Monthly Storage
Box Retrieval or Refile
File Retrieval or Refile
Transportation – Pickup and/or Delivery
4. Destruction or Permanent Record/Box Removal
5. Priority Rush Delivery
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RECORDS STORAGE, RETRIEVAL, AND DESTRUCTION SERVICES
Section A - Continued
QUALIFICATIONS & EXPERIENCE
At minimum, the Consultant will provide the following:
1. The contractor must be regularly and continuously engaged in the business of
providing records retention / storage / transportation / destruction services.
2. High levels of access security to the facility and records.
3. On-Site training for any required software.
4. Electronic access for placement of orders.
5. Climate controlled storage area for paper and electronic records such as tapes,
cassettes, CD’s and microfilm.
6. Consultant’s facility shall be able to accommodate several miscellaneous odd sized
containers plus standard size (1.2 cubic ft) containers with a growth rate of at
minimum 200 standard size containers per year.
7. Provide an on-site area for access to, and copying of, the City’s records, if desired
by authorized City employees.
8. The City has established its own unique ID code to identify containers off-site. City
requires that a unique ID be assigned to each new container.
9. If required, enter or convert data regarding the boxes and contents into a new
indexing system.
10. Retrieve records upon request and deliver to the requesting City Clerk Department
at the location specified.
11. Deliver requested records to City Hall in a timely manner and in compliance with a
schedule mutually agreeable to the City and successful Consultant.
12. Destroy records in accordance with instructions from the City Clerk; provide an
original certificate of destruction.
13. Provide an easy to use, searchable database to all stored records.
14. Provide itemized billing, as directed by the City.
15. Should the City award the proposal to a new Provider, the Provider agrees to
relocate all records and miscellaneous items from current off-site facility to new
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location at no charge. Provider agrees to pay any permanent removal fees from
existing storage vendor.
16. The City Clerk’s office will provide names of City representatives authorized to place
work orders requiring pick-ups, retrievals, re-files and destruction of containers.
17. The term of the contract and pricing shall be for at least 10 years.
18. In the event the Contract with the City of San Juan Capistrano is terminated, the
Consultant will work with the City of San Juan Capistrano in good faith to complete
necessary task required for transition of records to a new location.
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RECORDS STORAGE, RETRIEVAL, AND DESTRUCTION SERVICES
Section B
INSTRUCTION TO CONSULTANTS
PROPOSAL REQUIREMENTS
Requirement to meet all provisions. Each individual or firm (CONSULTANT)
submitting a proposal shall meet all of the terms and conditions specified in this
Request for Proposal (RFP). By virtue of its proposal submittal, the
CONSULTANT acknowledges agreement with the acceptance of all provisions of
the RFP specifications.
Each proposal should contain the following:
A. Cover Letter
B. Price Proposal
Pricing Schedule (Section C) completed and submitted with final proposal.
Pricing shall be all inclusive unless indicated otherwise on a separate pricing
sheet. The proposal shall itemize all services available.
C. Consultant’s Background and Qualification
a. Company ownership.
b. Location of company offices.
c. Specific location of where City’s records will be located (Please
identify)
d. Name, address, email address, and telephone number of the
Consultant’s point of contact for a contract resulting from this RFP.
e. Company background/history and why Consultant is qualified to
provide the services described in this RFP.
f. Length of time Consultant has been providing services described in
this RFP. Please provide a brief description.
Consultant must include in their proposal a complete disclosure of any
alleged significant prior or ongoing contract failures, any civil or criminal
litigation or investigation pending which involves the Consultant or in
which the Consultant has been judged guilty or liable. (If none, provide a
statement to that effect.) The City of San Juan Capistrano reserves the
right to reject any proposal based upon the Consultant’s prior history with
the City of San Juan Capistrano or with any other party, which documents,
without limitation, unsatisfactory performance, adversarial or contentious
demeanor, significant failures to meet contract milestones or other
contractual failures.
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RECORDS STORAGE, RETRIEVAL, AND DESTRUCTION SERVICES
Section B - Continued
D. Client References
CONSULTANT is required to provide a relevant list of client references. A
minimum of three references from similar services for any local government
clients within the last three years must be provided. Information provided
shall include:
a. Client names, address, telephone number, email address. If client is
not a local government, please indicate the type of business.
b. Type of services provided to client.
c. How long you have been providing services to the client
d. Client project manager name and telephone number.
E. Any other information which would assist City in making this contract award
decision.
PROPOSAL REVIEW AND AWARD SCHEDULE
The following is an outline of the anticipated schedule for proposal review and contract
award:
Issued RFP 01/03/2017
Receive proposals 01/31/2017
Complete proposal evaluation 02/24/2017
Conduct finalist interviews (If needed) week of 02/27/2017
City Council Approval 03/21/2017
Beginning of Agreement Term 04/01/2017
GENERAL REQUIREMENTS
ACCEPTANCE PERIOD. Unless otherwise specified herein, proposals are valid for a
period of ninety - (90) days.
PERSONNEL. The Agreement and Cover Letter shall identify the Management Contact
(representative authorized to sign an agreement for your firm) and Project Manager
(person responsible for day-to-day management of project). The successful Consultant
may change the Management Contact, Project Manager, and other supporting staff and
specialists with prior written permission of the City.
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RECORDS STORAGE, RETRIEVAL, AND DESTRUCTION SERVICES
Section B - Continued
RIGHT TO REQUEST ADDITIONAL INFORMATION. During the evaluation process,
the City reserves the right, where it may serve the City’s best interest, to request
additional information or clarifications from Consultant, or to allow corrections of errors
or omissions. At the discretion of the City, firms submitting quotations may be requested
to make oral presentations as part of the evaluation process.
RIGHT TO REJECT QUOTATIONS. The City reserves the right without prejudice to
reject any or all quotations.
PROPOSAL INTERPRETATIONS AND ADDENDA. Any change to or interpretation of
the RFP by the City will be sent to each firm or individual to whom an RFP has been
sent and any such changes or interpretations shall become a part of the RFP for
incorporation into any agreement awarded pursuant to the RFP.
PUBLIC RECORD. All proposals submitted in response to this RFP will become the
property of the City upon submittal and a matter of public record pursuant to applicable
law.
ADDITIONAL SERVICES. The Scope of Work describes the minimum work to be
accomplished. Upon final selection of the firm, the Scope of Work may be modified and
refined during negotiations with the City.
CONFLICT OF INTEREST. By signing the Agreement, the successful Consultant
declares and warrants that no elected or appointed official, officer or employee of the
City has been or shall be compensated, directly or indirectly, in connection with the
award of the Agreement or any work for the proposed project. For the term of the
Agreement, no elected or appointed official, officer or employee of the City, during the
term of his/her service with the City and for two (2) years following his/her termination of
office or employment with the City, shall have any direct interest in the Agreement, or
obtain any present, anticipated or future material benefit arising therefrom.
*The City is not liable for any costs incurred by Consultant before entering into a formal
contract. Costs of developing the proposals or any other such expenses incurred by the
Consultant in responding to the RFP, are entirely the responsibility of the Consultant,
and shall not be reimbursed in any manner by the Agency.
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RECORDS STORAGE, RETRIEVAL, AND DESTRUCTION SERVICES
Section B - Continued
RULES FOR SUBMITTING PROPOSALS
a. Submittal Deadline. Proposals must arrive in the City Clerk’s Office, Attention:
Christy Jakl, Assistant City Clerk, 32400 Paseo Adelanto, San Juan Capistrano,
CA 92675, by the Submittal Deadline shown in these specifications or
subsequent addenda. Proposals may be submitted by hand, by courier, or any
other method specified herein.
b. Responsibility. Consultants are solely responsible for ensuring that their
proposals are received by the City in accordance with the solicitation
requirements, before Submittal Deadline, and at the place specified. The City
shall not be responsible for any delays in mail or by common carriers or by
transmission errors or delays or mistaken delivery. Delivery of proposals shall be
made at the department specified in the Request For Proposals for Records
Storage, Retrieval, and Destruction Services. Deliveries made before the
Submittal Deadline but to the wrong City department will be considered non-
responsive unless re-delivery is made to the office specified before the Submittal
Deadline.
c. Extension of Submittal Deadline. The City reserves the right to extend the
Submittal Deadline when it is in the best interest of the City.
d. Facsimile Transmissions. Proposals may NOT be submitted by facsimile,
unless otherwise specified herein.
e. Forms. To be considered for award, each proposal shall be made on forms
furnished by the City.
f. Late Proposals. The Submittal Deadline IS FIRM. Proposals will NOT be
accepted after the Submittal Deadline and will be returned to the Consultant
unopened.
g. Signature. To be considered for award, each proposal shall be signed by an
authorized representative of the Consultant.
h. Sealed Proposal. Proposals MUST BE sealed upon submittal (e.g., sealed
envelope, package, box, etc.).
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RECORDS STORAGE, RETRIEVAL, AND DESTRUCTION SERVICES
Section C
PRICING SCHEDULE
All Consultants must use this schedule when submitting final Proposal. Separately
include pricing for all services available.
Response Code:
C = Currently providing this service to other Clients.
M = Plan to provide this service to City of San Juan Capistrano, if requested.
D = Unable to provide this service.
# Service
Response
Code
(C, M, or D)
Unit Unit Price
Monthly Box1 Storage (Standard size) box
Receiving and Entering New Boxes box
Retrieval/Refile Box box
Destruction and Shredding box
Trip Charge, Next Day
Trip Charge, Same Day
Trip Charge, After Hours
MAPS / ODD SIZED DOCUMENTS
Small Map tubes tube
Large Map tubes tube
Oversized boxes box
REPORTS
Inventory by Department rpt
Destruction Report rpt
INITIAL TRANSFER
Data input into system boxes
Transfer of boxes boxes
On-site Training of 4 employees
On-site Training, Other Fees
MISCELLANEOUS
Permanent Removal Fee
Contract Termination Fee
Other (Vendors must disclose ALL fees
that are not listed elsewhere in this
proposal)
Please check your calculations before submitting your Proposal; the City will not be
responsible for Consultant's miscalculations.
1 Unless otherwise specified, boxes are standard records storage boxes (1.2 cubic feet).
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RECORDS STORAGE, RETRIEVAL, AND DESTRUCTION SERVICES
Section D
FORM OF AGREEMENT
CITY OF SAN JUAN CAPISTRANO
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of APRIL 1, 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 [***INSERT NAME***], a [***INSERT TYPE OF ENTITY -
CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY***]
with its principal place of business at [***INSERT ADDRESS***] (hereinafter referred to as
“Consultant”). City and Consultant are sometimes individually referred to as “Party” and
collectively as “Parties” in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional
services for secure off-site records storage solution, retrieval of off-site documents and
certified records destruction for the City Clerk’s office.
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 the services described in the Scope of Services
attached hereto as Exhibit “A.” Consultant to work with the existing storage vendor to
migrate boxes, and the Consultant agrees to pay any permanent removal fees from
existing storage vendor.
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in
accordance with the Schedule of Charges set forth in Exhibit “B.”
b. In no event shall the total amount paid for services rendered by
Consultant under this Agreement exceed the sum of $__________. 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.
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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
such services, or the City will not be required to pay for the changes in the scope of work. Such
amendment shall not render ineffective or invalidate unaffected portions of this 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. Term
The term of this Agreement shall be from April 1, 2017, to March 31, 2028, unless earlier
terminated as provided herein. Contractor shall complete the Services within the term of this
Agreement, and shall meet any other established schedules and deadlines. The Parties may,
by mutual, written consent, extend the term of this Agreement if necessary to complete the
Services.
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 Cal/OSHA 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.
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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
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
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(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting
coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one
insured against another; (3) products/completed operations liability; or (4) contain any other
exclusion contrary to the Agreement.
(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 form 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 Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status.
(iv) 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
“Workers’ 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)
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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 form coverage specifically designed to protect
against acts, errors or omissions of the Consultant. “Covered Professional Services” as
designated in the policy must specifically include work performed under this Agreement. The
policy must “pay on behalf of” the insured and must include a provision establishing the insurer's
duty to defend.
e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate
for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 per occurrence for bodily injury and
property damage
Employer’s Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and
omissions)
(ii) Defense costs shall be payable in addition to the limits.
(iii) Requirements of specific 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. Policy 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
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policy due to non-payment of premium. If any of the required coverage is cancelled or expires
during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including
the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to
the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy 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. Qualifying 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.
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(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
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 reasonably approved by the City), 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, “Claims’) 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 obligation 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. Consultant 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 attorney'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
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therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify
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 “maintenance” 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 labor
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
Consultant and all subconsultants performing 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 Eligibility.
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 time 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
reasonable value of such services, based on an amount mutually agreed to by City and
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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 “Termination 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 _________________________ 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: City Clerk’s Office
CONSULTANT:
[***INSERT NAME, ADDRESS & CONTACT
PERSON***]
and shall be effective upon receipt thereof.
21. Third Party Rights
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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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 are 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,
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
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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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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND [***INSERT NAME***]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF SAN JUAN CAPISTRANO [INSERT NAME OF CONSULTANT]
By: By:
Ben Siegel
City Manager Its:
Printed Name:
ATTEST:
By:
Maria Morris
City Clerk
APPROVED AS TO FORM:
By:
Jeffrey Ballinger
City Attorney
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EXHIBIT A
Scope of Services
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EXHIBIT B
Schedule of Charges/Payments
Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a
detained 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.