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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 2 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 3 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 4 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 5 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 6 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 7 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 8 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. 9 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. 10 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. 11 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. 12 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.). 13 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). 14 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. 15 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. 16 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 17 (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) 18 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 19 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. 20 (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 21 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 22 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. 23 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 24 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] 25 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 26 EXHIBIT A Scope of Services 27 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.