HomeMy WebLinkAboutRCS INVESTIGATIONS & CONSULTING, LLCINSURANCE NOT ON FILE
WORK MAY NOT PROCEED N-2022-161
CLERK OF COUNCIL
DATE:
AGREEMENT FOR PRIVATE INVESTIGATION SERVICES
0
This ("Agreement") is made and entered into this 91h day of June, 2022, by and between
RCS Investigations & Consulting, LLC, a California limited liability company ("Investigators"),
y and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under
CD the constitution and laws of the State of California ("City").
RECITALS
A. The City desires to retain a Consultant having special skill and knowledge in the field of
private investigation services.
B. Investigators represent that they are experienced investigators with special experience and
knowledge in the field of conducting personnel investigations including investigations
involving peace officers.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
SCOPE OF SERVICES
a. Consultant shall perform private investigation services including but not limited to,
witness interviews; locating witnesses; background checks of witnesses or parties in criminal/ civil
litigation, administrative hearings or other quasi-judicial hearings; drafting reports regarding
services performed; conducting surveillance; serving hard to locate witnesses or parties to criminal
or civil proceedings; and gathering information necessary for prosecution of criminal/civil matters
or defense of civil matters, administrative hearings or other quasi-judicial proceedings.
b. Consultant will be retained for specific matters via a letter or email from the City
Attorney or their designee containing sufficient information to describe the nature of the services
requested and the name or description of the matter.
C. Consultant agrees, subject to reasonable notice from the City, to make themselves
available as needed to testify in court or any administrative hearing regarding services performed
pursuant to this Agreement.
2. PAYMENT FOR SERVICES RENDERED
a. FEES City agrees to compensate Investigators, and Investigators agree to accept
from City, as and for payment in full for all services provided under this Agreement, compensation
at the rate of $85 an hour. Investigators will not bill for travel time. During the term of this
Agreement, the total amount authorized for services pursuant to this Agreement is fifty thousand
dollars and no cents ($50,000.00).
b. REIMBURSEMENT FOR COSTS City agrees to reimburse Investigators for out-
of-pocket expenses, including but not limited to, mileage, copying costs, mail services, and other
related costs authorized by the City Attorney's office in connection with the performance of duties
under this Agreement. Mileage will be reimbursed at the current IRS rate. Copying charges will be
reimbursed at the rate of 10 cents per page. All expenses must have supporting documentation
submitted with the invoice.
3. METHOD OF PAYMENT Investigators shall submit a monthly statement specifying
the services performed, dates and number of hours, and an itemization of expenses related
thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc,).
4. CONTROL OF INVESTIGATIVE MATTERS Investigators agree that each and every
matter or proceeding in which they undertake to assist the City Attorney's Office, as aforesaid,
shall be and remain under, and subject to the control and direction of the attorney's at the City
Attorney's Office at all stages, and that they shall at all times keep the City Attorney's Office
informed of all matters pertaining thereto. City will keep Investigators informed of all significant
developments in matters relating to any representation undertaken by Investigators under this
Agreement. Investigators further agree, if and when their retention hereunder is terminated by
City, as hereinafter specified, they shall provide to the City Attorney's Office the original of any
and all files then in their possession, concerning each and every matter or proceeding in which
conducted an investigation for the City pursuant to this Agreement.
5, LIMITATION ON INVESTIGATIVE SERVICES Investigators will make factual
findings, utilizing Investigators' skills, knowledge, and experience in so doing. Investigators will
not render a legal determination whether there was unlawful discrimination, harassment, violation
of public policy, a violation of any other law or statute, or violation of a City policy for
investigations under this Agreement. The City and Investigators intend that Investigators'
investigations will be confidential to the extent 'legally permitted.
6. CITY COOPERATION City agrees to make available the witnesses and documents
requested by Investigators to permit Investigators to perform this independent investigation. The
City will designate an employee as the primary point of contact for the City for each investigation
performed under this Agreement. This will include arranging access to witnesses and documents
and arranging a location for interviews.
7. NO GUARANTEES It is understood that there is no guarantee or assurance that any
particular result will be reached in any investigation conducted under this Agreement.
8. REPORTING REQUIREMENTS Unless otherwise directed, Investigators will provide a
written report to the City Attorney's Office for each investigation conducted under this Agreement.
91 TERM The term of this Agreement shall commence on the date first written above and
terminate one (1) year thereafter, unless terminated earlier pursuant to Section 19 below. The term
of this Agreement may be extended upon a writing executed by both parties, including the City
Manager and the City Attorney.
10. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that,
in the performance of their covenants hereunder, Investigators are and shall be independent
contractors, and not officers or employees of City.
11, INSURANCE Investigators shall provide to the City proof of Prior to undertaking
performance of work under this Agreement, Investigators shall maintain and shall require its
subcontractors, if any, to obtain and maintain insurance as described below:
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00
01 covering CGL on an "occurrence" basis, including products and completed
operations, property damage, bodily injury and personal & advertising injury
with limits no less than $1,000,000 per occurrence. If a general aggregate limit
applies, either the general aggregate limit shall apply separately to this
project/location (ISO CG 25 03 or 25 04) or the generalaggregate limit shall be
twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001
covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired)
and 9 (non -owned), withlimit no less than $1,000,000 per accident for bodily
injury and property damage.
3. Workers, Compensation insurance as required by the State of California, with
StatutoryLimits, and Employer's Liability Insurance with limit of no less than
$1,000,000 per accident for bodily injury or disease.
4. Professional Liability (Errors and Omissions) Insurance appropriates to the
Consultant'sprofession, with limit no less than $1,000,000 per occurrence or
claim:
If the Consultant maintains broader coverage and/or higher limits than the minimums
shown above, the Entity requires and shall be entitled to the broader coverage and/or
the higher limits maintained by the contractor, Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available to
the Entity.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The Entity, its officers, officials, employees, and volunteers are to be covered as
additional insureds on the CGL policy with respect to liability arising out of work or
operations performed by or on behalf of the Consultant including materials, parts, or
equipment furnished in connectionwith such work or operations. General liability
coverage can be provided in the form of an endorsement to the Consultant's insurance
(at least as broad as ISO Form CG 20 10 1185 or bothCG 20 10, CG 20 26, CG 20 33,
or CG 20 38; and CG 20 37 forms if later revisions used).
Primary Coverage
For any claims related to this contract, the Consultant's insurance coverage shall be
primary insurance primary coverage at least as broad as ISO CG 20 Of 04 13 as
respects the Entity, its officers, officials, employees, and volunteers. Any insurance or
self-insurance maintained by the Entity, its officers, officials, employees, or volunteers
shall be excess of the Consultant's insuranceand shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled,
except withnotice to the Entity.
Waiver of Subrogation
Consultant hereby grants to Entity a waiver of any right to subrogation which any
insurer of said Consultant may acquire against the Entity by virtue of the payment of
any loss under such insurance. Consultant agrees to obtain any endorsement that may
be necessary to. affect this waiverof subrogation, but this provision applies regardless of
whether or not the Entity has received a waiver of subrogation endorsement from the
insurer.
Self-In$pred Retentions
Self -insured retentions must be declared to and approved by the Entity. The Entity may
require.theConsultant to purchase coverage with a lower retention or provide proof of
ability to pay losses and related investigations, claim administration, and defense
expenses within the retention. The policy language shall provide, or be endorsed to
provide, that the self -insured retention may be satisfied by either the named insured or
Entity.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current
A.M. ]3est's rating of no less than AN11, unless otherwise acceptable to the Entity.
Claims Alade Policies
If any of the required policies provide coverage on a claims -made basis:
1. The Retroactive Date must be shown and must be before the date of the contract
or the beginning of contract work.
Z Insurance must be maintained and evidence of insurance must be provided for at least five
(5) years after completion of the contract of work.
3. If coverage is canceled or non -renewed, and not replaced with another claims-
madepolieyform with a Retroactive Date prior to the contract effective date,
the Consultant must purchase "extended reporting" coverage for a minimum of
;five (5) years after completion of contract work.
Verification of Coverage
require amendatory endorsements or copies of the an licable policy language
effecting coverage required by this clause) and a copy of the Declarations and
Endorsement Page of the CGL policy listing allpolicy endorsements to Entity before
work begins. However, failure to obtain the required documents prior to the work
beginning shall not waive the Consultant's obligation to provide them. The Entity
reserves the right to require complete, certified copies of all required insurance policies,
including endorsements required by these specifications, at any time.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting
all the requirements stated herein, and Contractor shall ensure that Entity is an
additional insured on insurance required from subcontractors.
Special Risks or Circumstances
Entity reserves the right to modify these requirements, including limits, based on the
nature of therisk, prior experience, insurer, coverage, or other special circumstances.
12. INDEMNIFICATION Investigators agree to and shall indemnify and hold harmless the
City, its officers, agents, employees, and representatives from liability for personal injury,
damages;: restitution, judicial or equitable relief arising out of Investigators' negligent or wrongful
performance or conduct related to this Agreement. Since the purpose of the Investigators'
engagement is to assist the City in determining the facts related to internal personnel complaints,
the City agrees to the following limited indemnity language, The City agrees to indemnify, defend
and hold Investigators, its successors and assigns, and each of its officers and employees, harmless
from any and all claims, suits, demands, losses and expenses, including reasonable Investigators'
fees, accruing or resulting to any and all persons, firms, or other entity arising out of Investigators'
performance or non-performance of its obligations under this Agreement, unless an error or
erroneous omission by Investigators cause such damage or loss. The City shall not indemnify
Investigators for any matter involving a claim by the City of professional negligence, or any matter
for which Investigators shall have been adjudicated to have acted in bad faith or engaged in willful
misconduct or any conduct outside the scope of its retention under this Agreement.
13. kELATED POST -INVESTIGATION SERVICES If investigators are asked or required
to prepare for and/or testify, including, without limitation, at deposition, trial, arbitration,
administrative hearing, or any other proceeding, because of services rendered under this
Agreement, if Investigators must respond to subpoenas or discovery or otherwise respond or
perform services with respect to any matter relating to or arising out of the services performed for
City, City agrees to pay Investigators for all time expended (including preparation time) at
Investigators' then current regular hourly rate and to reirnburse Investigators for reasonable costs
and expenses incurred, whether or not the investigation has been concluded. Payment is due upon
presentation of a bill for services, costs, and expenses,
14. CONFIDENTIALITY Investigators will receive information from the City, which due to
the nature of such information is reasonably understood to be confidential and/or proprietary,
Investigators agree that it shall not use or disclose such information except in the performance of
this Agreement, and further agree to exercise the same degree of care it uses to protect its own
information of like importance, but in no event less than reasonable care. "Confidential
Information" shall include all nonpublic information. Confidential information includes not only
written information, but also information transferred orally, visually, electronically, or by other
means. Confidential information disclosed to either party by any subsidiary and/or agent of the
other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
through:no fault of the Investigators, disclosed in a publicly available source; (c) is in rightful
possession of the Investigators without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or (e) is independently developed by the Investigators without
reference to information disclosed by the City.
15. CONFLICT OF INTEREST CLAUSE Investigators covenant that it presently has no
interests and shall not have interests, direct or indirect, that would conflict in any manner with
performance of services specified under this Agreement.
16. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic
communication in the manner provided in this Section, to the following persons:
To City: Clerk of the Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702-1988
Fax: (714) 647-6956
Courtesy Copy: City Attorney's Office
City of Santa Ana
20 Civic Center Plaza (M-29)
Santa Ana, California 92702
To Investigators: Attention: Charlie Chavez
RCS Investigations & Consulting, LLC,
F.O. Box 29798
Anaheim Hills, California 92809-9798
Phone: (714) 779-2300
A party may change its address by giving notice in writing to the other party. Thereafter, any
notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the
new address, If sent by mail, communication shall be effective or deemed to have been given three
(3) days after it has been deposited in the United States mail, duly registered or certified, with
postage, prepaid, and addressed as set forth above. If sent by facsimile, communication shall be
effective or deemed to have been given twenty-four (24) hours after the time set forth on the
transmission report issued by the transmitting facsimile machine, addressed as set forth above. For
purposes of calculating these time frames, weekends, federal, state, County or City holidays shall
be excluded.
17. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and
exclusive statement between the City and Investigators, and supersedes any and all other
agreements, oral or written, between the parties. In the event of a conflict between the terms of
this Agreemont and any attachments hereto, the terns of this Agreement shall prevail. This
Agreement may not be modified except by written instrument signed by the City and by an
authorized representative of Investigators. The parties agree that any terns or conditions of any
purchase order or other instrument that are inconsistent with, or in addition to, the terns and
conditions hereof, shall not bind or obligate Investigators or the City. Each party to this Agreement
acknowledges that no representations, inducements, promises or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any parties, which are not embodied
herein.
18. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services
of Investigators, Investigators may not assign, transfer, delegate, or subcontract any interest herein
s`
without the prior written consent of the City and any such assignment, transfer, delegation or
subcontract without the City's prior written consent shall be considered null and void. Nothing in
this Agreement shall be construed to limit the City's ability to have any of the services, which are
the subject of this Agreement performed by City personnel or by other Investigators retained by
City.
19. TERMINATION This Agreement may be terminated by City at any time. In such event,
Investigators shall be entitled to receive and the City shall pay Investigators compensation for all
services,perfdrmcd by Investigators prior to receipt of such notice of termination. As a condition
of such:paynient, Investigators shall deliver to the City all files and records generated under this
Agreement as of such date. Investigators may terminate this Agreement, subject to their obligation
to provide written reasonable notice of at least thirty (30) days.
20. NON-DISCRIMINATION Investigators shall not discriminate because of race, color,
creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender,
medical, conditions, genetic information, or military and veteran status, age, national origin,
ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection,
training, utilization, promotion, termination or other employment related activities. Investigators
affirm that it is an equal opportunity employer and shall comply with all applicable federal, state,
and local laws and regulations.
21. JURISDICTION —VENUE This Agreement has been executed and delivered in the State
of California and the validity, interpretation, performance, and enforcement of any of the clauses
of this Agreement shall be determined and governed by the laws of the State of California. Both
parties "further agree that Orange County, California, shall be the venue for any action or
proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
22. PROFESSIONAL LICENSES Investigators shall, throughout the term of this Agreement,
maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the
provision of the services hereunder and required by the laws and regulations of the United States,
the State: of California, the City of Santa Ana and all other governmental agencies. Consultant
shall notify the City immediately and in writing of its inability to obtain or maintain such permits,
licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this
Agreement.
23. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its
signature herein below has the power, authority and right to bind their respective parties to each
of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority or power is not,
in fact, held by.the signatory or is withdrawn.
24, COUNTERPARTS: SIGNATURES This Agreement may be executed in counterparts,
secured via facsimile transmission, email, or otherwise, each of which shall be deemed to be an
original.'- Photocopies of any executed counterpart shall have the same force and effect as an
original,
[Signatures on the following page]
N-2022-161
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year
first above written.
ATTEST:
Daisy Gomez, CMC
t Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Jose M toya
Assistant City Attorney
A
i
CITY OF SANTA ANA
Krisfine Ridge
City Manager
RCS INVESTIGATIONS &
CONSULTING, LLC
By e (A
Name: Charlie Chavez
Title:
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