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HomeMy WebLinkAboutRCS Investigations & Consulting, LLC - 2020-03-09 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND RCS INVESTIGATIONS & CONSULTING, LLC FOR PUBLIC SAFETY BACKGROUND AND INVESTIGATIVE SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and RCS Investigations&Consulting, LLC,a California Corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to as-needed background investigative services; and Pursuant to documentation on file in. the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating-to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Steve Rodig who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in-the. 7 `„fir•. . performance of this Agreement. rb u ,M1 � 20-8351/223563 1 of 11 1 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on March 9 ,20 20 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than three (3) years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Fifty Thousand Dollars ($50,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit"A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 20-8351/223563 2 of I l 7. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect,defend,indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent)performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars 20-8351/223563 3 of 11 ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars($10,000.00)or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: 20-8351/223563 4 of 11 A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party,reduced in coverage or in limits except after thirty(30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense,and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall 20-8351/223563 5 of 11 be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other 20-8351/223563 6 of 11 communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach RCS Investigations & Consulting, LLC ATTN: Fire Chief P.O. Box 29798 2000 Main Street Anaheim, CA 92809-9798 Huntington Beach, CA 92648 Attn: Steve Rodig, Principal 17. CONSENT When CITY's consent/approval is required under this Agreement,its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable,void,illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this 20-8351/223563 7 of 11 Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309,the City Attorney is the exclusive legal counsel for CITY;and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 20-8351/223563 8 of 11 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully 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. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this 20-8351/223563 9 of 11 Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Council. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of RCS Investigations & Consulting, LLC n'fonia By: it anager print name INITIATED AND APPROVED: ITS: (circle one)Chairman/President/Vice President /Z& AND / Fire Chief By: APPROVED AS T FORM: print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. tty ttorney Secretary—Treasurer D to RECEIVE AND FILE: City Clerk .., , . . CART. Date 20-8351/223563 10 of 1 I Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Council. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of RCS Invest' ations&Co ting, LLC California By: City Manager print name b INITIATED AND APPROVED: ITS: (circle one)Chairman/President/Vice President AND Fire Chief By: \ � �--� APPROVED AS TO FARM: d print name ITS: (circle one)Secretary/Chief Financial Officer/Asst, City Attorney Secretary—Treasurer Date RECEIVE AND FILE: City Clerk COUNTERPART Date 20-8351/223563 10 of I I EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) CONSULTANT shall provide investigative services on an "as-needed" basis for background and general administrative investigations to be determined during the term of this agreement. During the term of this agreement, CITY may elect to solicit proposals from CONSULTANT for additional investigative work. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: CONSULTANT's duties and responsibilities shall include but not be limited to the scope of work shown in Exhibit A.1. C. CITY'S DUTIES AND RESPONSIBILITIES: 1. Furnish orientation paperwork to the CONSULTANT. 2. Furnish wants, warrant and restraining order search inquiry to the CONSULTANT. 3. Furnish driver's license review/driving record (pull notice verification) to the CONSULTANT. D. WORK PROGRAM/PROJECT SCHEDULE: A project schedule will be developed for each background or administrative investigation assigned by CITY. EXHIBIT A EXHIBIT A.1 HUNTINGTON BEACH FIRE DEPARTMENT BACKGROUND INVESTIGATIVE SERVICES SCOPE OF WORK RCS investigations and Consulting will generally complete background investigations in 30 working days and will provide a partner from the firm to serve as a point of contact, participate in meetings and engage in other requested services, as needed. RCS Investigations and Consulting promises to provide all services in a timely, professional manner in compliance with applicable Federal, State and local laws, as well as in a workmanlike manner according to the standards and ethics in the industry as established by the California Secretary of State, Department of Consumer Affairs, Bureau of Investigative Services. As part of the scope of work, RCS Investigators will provide the following: 1) Conduct a detailed Personal History Statement(PHS)and Background Investigative Questionnaire(BIQ) of the applicant at a location designated by the client. 2) Conduct a home visit with the applicant. 3) Contact neighbors of the applicant and complete questionnaires. 4) Contact several listed personal references including family members and complete questionnaires. 5) Contact the current employer after approval of the Fire Chief and review any available files and interview co-worker(s), supervisor(s), or manager(s)and complete questionnaires. 6) Contact previous employers for the past 5-10 years and complete questionnaires when possible. 7) Contact selected previous employers (Ambulance Companies, etc.)and review applicable files if available. 8) Forward agency checks to local police departments with return postage to the Huntington Beach Fire Department. 9) Prepare a complete summary report. 10) Prepare a complete background file. 11) RCS Investigations and Consulting will charge $115 per hour for standard administrative investigative services and consulting and will complete such assignments within a timeframe agreed to by RCS and the City. EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: HUNTINGTON BEACH FIRE DEPARTMENT BACKGROUND INVESTIGATIVE SERVICES SCHEDULE OF BILLING RATES APPLICANT POSITION BILLABLE RATE Fire Sworn $1,500 per investigation Fire, Non-Sworn $1,250 per investigation Administrative Investigations $115 per hour Travel Expenses Reimbursement only allowed for travel outside of the Southern California area; these expenses must be pre-approved by the CITY in writing and in advance of incurring the expense. B. Travel Charges for time during travel are not reimbursable. C. Billin 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. 1 Exhibit B Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above,and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder, of this Agreement. 2 Exhibit B EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND RCS INVESTIGATIONS & CONSULTING, LLC FOR AS-NEEDED BACKGROUND INVESTIGATIVE SERVICES Table of Contents 1 Scope of Services.....................................................................................................1 2 City Staff Assistance................................................................................................2 3 Term; Time of Performance.....................................................................................2 4 Compensation ..........................................................................................................2 5 Extra Work...............................................................................................................2 6 Method of Payment..................................................................................................3 7 Disposition of Plans, Estimates and Other Documents ...........................................3 8 Hold Harmless .........................................................................................................3 9 Professional Liability Insurance.............................................................................4 10 Certificate of Insurance............................................................................................5 11 Independent Contractor............................................................................................6 12 Termination of Agreement.......................................................................................6 13 Assignment and Delegation......................................................................................6 14 Copyrights/Patents...................................................................................................7 15 City Employees and Officials..................................................................................7 16 Notices.........................................................................................7 17 Consent ....................................................................................................................8 18 Modification.............................................................................................................8 19 Section Headings .....................................................................................................8 20 Interpretation of this Agreement..............................................................................8 21 Duplicate Original....................................................................................................9 22 Immigration...............................................................................................................9 23 Legal Services Subcontracting Prohibited................................................................9 24 Attorney's Fees..........................................................................................................10 25 Survival.....................................................................................................................10 26 Governing Law.........................................................................................................10 27 Signatories.................................................................................................................10 28 Entirety......................................................................................................................1 29 Effective Date.................................................................................I I t �` OP ID:MN: � T16C IVAT � �1 DATE(MMtDD/YYYY). ABILITY INSURANCE o611srzols THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER„AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. It SUBROGATION IS WAIVED,.subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not Confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER- CONTACT Alliance Mgt&Insurance.SerV NAME: Michelle Nowell 355 Via Vera Cruz'#1 PHONE iac No,_€xt 760-471 7116 II FAX CA Agent/Broker Lie#'0737966 EMAIL 1 (A!G Nat 760-471 9378 -- San Marcos,CA 92078 :ADDRESS.mnowell@amiscorp com Michelle A.Nowell PR UCER .......................... ........ _.__... .__.._:...,. cusrOl rERio x:_-Ft>�..... _:. ............ - '�. _iNSURER(SAFFORDING COVERAGE NAIC d INSURED RCS Investigations& .-......... .__..._.._ .._,. _ _ _ .. Consulting, LLC IN$UREfiA Acce tanceCasual#y Ins Comp 10349 _. PO Box 29798 INSURER Anaheim„CA 92809-9798 INSURER c ... ......... _ __... INSURERD ......_ ............ .. iNSURER.E: ....................__.._.._ ... - INSURERF COVERAGES CERTIFICATE NUMBER: REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN; THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH.POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR' __. __ -'AVbL'?;uBk TR TYPE OF INSURANCE ;� POLICYEFF I POLICX�EXP ����� ""�"'''��_ INSR:WV POLICY NUMBER 1 immlbotyyyy), mmloofYYYY LIMITS GENERAL LIABILITY A X jI EACH OCCURRENCE $ 1,004 O4 _Y COMMERCIAL GENERAL LIABILITY )( I CP40960$73 06119l2019 i 0+3/1912020'DAK6a GE TO DENTED PREMiSFS,Ea.ac�rrencel 5:.... 100,00 =.CLAIMS-MADE X OCCUR — MED cXP(Any one person) I g 5,00 X IrrOfS 8e C1mission I PERSONAL A,ADV INJURY $"""� 1,000,04 _ .. GENERALAGGR GATE I S v 5,000,00 GENT AGGREGATE LIMIT APPLIES PER.. � �PRODUCTS COMPIOP AGG S' 1,00O,O4m ,,..... -PRO- E ....... ..._.. POLICY LOC ..... , -....__.... __..__. AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT I.g A ANY AUTO ICP00960873 Ea axideni> $ 1,404 00 1 06/19/2019 06119/2020 — ._._. ._ _.... W ..... ALL OWNED AUTOS € ? BODILY INJURY(Per person) (a F ' ^ - ..,,.. .... ..... SCHEDULED AUTOS-- BODILY INJURY (PERDAMAGE accident) S _.�. __.._. __.... X_HIRED AUTOS � I � PROPERTY DAMAGE ( ACCIDENT) 5 r ,-._._.... .._,._., ..__...... .. .........._ X NON-OWNED AUTOS ,....... OCCUR _ EACH OCCURRENCE EXCESS UAB CLAIMS MACE. # 7 .._. AGGREGATE g DEDUCTIBLE By, ... fAIGlipEt E.GATES i __ .__ $ ..._.RETENTION 5 p CITY•A'tTOt� S -........... WORKERS COMPENSATION � r I iARI �OTH AND EMPLOYERS'LIABILITY I j d ANY PROPR€E'a OR/PARTNERiEXECUTIVE YIN ..:TS2RY OMITS ,.ER (Mandatory In NHR EXCLUDED? M/A' I E L.EACH ACCIDENT $............ ._^..... _........ 1 __— ... l iiES IPTIONOF E,C..DISEASE-�POUCYLIMIT " I,$, FSC„RtPT1ON OF OPFRA EONS uelow. 1 E L DISEASE•EA EMPLOYEE' A �CP00960873 S a ; 06J19f2019'06/19f3020 Rrof L)ab 1;04400 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,it more.space is required). Huntinggton Beach,their officials,Officers,agents and emplo ees are named as additional insured with respect to the work performed by he named insured. Investigation, CA-- CERTIFICATE HOLDER _ CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. Human Resources Department 2000 Main Street AUTHORIZED:REPRESENTATIVE Huntington Beach,CA 92648J .XX1 {;,;TL9-'C, X (D 1988-2009 ACORD CORPORATION. All rights reserved.. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: CP00960873 COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Persons Or O anization s. .......... .. Automatic Status Included Where Required by Written Contract.All Where Required by Written Contract. Section II - Who Is An Insured is amended to in- clude as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for 'bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the ads or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 202607 04 0 ISO Properties, Inc., 2004 Page 1 of t C] FIR$ Orange County Fire Authority 1 Fire Authority Road, Irvine.. CA 92602 a BLANKET ORDER DATE: 11/14/19 PURCHASE ORDER#: B02037 VENDOR: @00008229 SHIP TO: P•O.#must appear on all packages&correspondence. RCS INVESTIGATIONS AND CONSULTING ORANGE COUNTY FIRE AUTHORITY PO BOX 29798 1 FIRE AUTHORITY ROAD ANAHEIM CA 92809-9798 IRVINE CA 92602 Delivery Hours:7am- 12pm and 1 pm-4pm PHONE: 714-779-2300 FAX: FOB: DESTINATION CONTRACT TERM: 10/23/19 - 09/30/20 BUYER: JAMES AGUILA @ 714-573-6647 TERMS: NET 30 DAYS Item Description Total Amount AS-NEEDED COMPREHENSIVE PRE-EMPLOYMENT BACKGROUND INVESTIGATIVE SERVICES. SPECIFICATIONS, TERMS AND CONDITIONS IN ACCORDANCE WITH RFP JA2357, PROPOSAL DATED 3/25/19 AND PROFESSIONAL SERVICES AGREEMENT DATED 10/23/19. CONTRACT TERM: THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT FOR THREE YEARS, THROUGH SEPTEMBER 30, 2022. THE CONTRACT MAY BE RENEWED FOR UP TO TWO (2) ADDITIONAL ONE-YEAR TERMS. BLANKET ORDER FOR CONTRACT YEAR ONE ISSUED TO PROVIDE FUNDING NOT TO EXCEED $100,000. PRICING IN ACCORDANCE WITH PROPOSAL DATED 3/25/19. PRICING AS FOLLOWS: - BASIC BACKGROUND $1,575.00 - SAFETY BACKGROUND $1,575.00 - CA POST BACKGROUND $1,575.00 RCS AGREES TO HOLD PRICING FOR THE INITIAL 3 YEAR TERM. NOTE: OCFA WILL NOT BE CHARGED THE FULL AMOUNT OF THE PROPOSED BACKGROUND PRICE IN THE Amount Authorized Signature: Send invoices to:Accounts Payable @ AP@ocfa.org(Include Federal Tax ID#on invoice) Please acknowledge the terms and conditions on the reverse side. FIRE Orange County Fire Authority a 1 Fire Authority Road, Irvine,CA 92602 1 °OTHo '` BLANKET ORDER DATE: 11/14/19 PURCHASE ORDER#: B02037 VENDOR: @00008229 SHIP TO: p.0.#must appear on all packages 8 correspondence. RCS INVESTIGATIONS AND CONSULTING ORANGE COUNTY FIRE AUTHORITY PO BOX 29798 1 FIRE AUTHORITY ROAD ANAHEIM CA 92809-9798 IRVINE CA 92602 Delivery Hours. 7am- 12pm and 1pm-4pm PHONE: 714-779-2300 FAX: FOB: DESTINATION CONTRACT TERM: 10/23/19 - 09/30/20 BUYER: JAMES AGUILA @ 714-573-6647 TERMS: NET 30 DAYS Item Description Total Amount EVENT OF A DISQUALIFICATION, NON-SELECT, OR WITHDRAWAL. RCS WILL ONLY CHARGE FOR THE PERCENTAGE OF THE BACKGROUND CHECK COMPLETED. VENDOR CONTACT: STEVE RODIG 714-779-2300 EMAIL: STEVE@RCSINVESTIGATIONS.COM OCFA HR CONTACTS: TAMARYN BOSTON 714-573-6016 DUKE STEPPE 714-573-6807 ------------- 1 OCFA ACCOUNTING: 121-3390-1906-200 100,000.00 PRE-EMPLOYMENT BACKGROUND INVESTIGATIVE SERVICES ADDL CHARGES: .00 TOTAL TAXES: .00 Amount 100,000.00 Authorized Signature: Send invoices to:Accounts Payable @ AP@ocfa.org(Include Federal Tax ID#on invoice) Please acknowledge the terms and conditions on the reverse side. ORANGE COUNTY FIRE AUTHORITY PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into this 23rd day of October, 2019, by and between the Orange County Fire Authority, a public agency, hereinafter referred. to as "OCFA", and RCS Investigations and Consulting, LLC, hereinafter referred to as "Firm". OCFA and Firm are sometimes individually referred to herein as a "Party" and collectively as the "Parties". RECITALS WHEREAS, OCFA requires the services of a qualified firm to perform as- needed comprehensive pre-employment background and reference investigative services as requested in RFP JA2357, hereinafter referred to as "Project"; and WHEREAS, Firm has submitted to OCFA: (1) a proposal dated March 25, 2019 which are incorporated herein by this reference "Proposal"; and WHEREAS, based on its experience and reputation, Firm is qualified to provide the necessary services for the Project and desires to provide such services; and WHEREAS, OCFA desires to retain the services of Firm for the Project; NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, OCFA agrees to employ and does hereby employ Firm and Firm . agrees to provide professional services as follows: AGREEMENT 1. PROFESSIONAL SERVICES 1.1 Scope of Services In compliance with all terms and conditions of this Agreement, Firm shall provide those services specified in the Scope of Services, attached hereto as Exhibit "A," which includes by reference and by addendum: (1) OCFA's Request for Proposal, RFP JA2357, dated March 1, 2019 ("RFP"), (2) Firm's Proposal, and (3) any amendments, addendums, change orders, or modifications mutually agreed upon by the parties hereto ("Services" or "Work"). Firm warrants that all Services shall be performed in a competent, professional and satisfactory manner in accordance with all standards prevalent in the same profession in the State of California. Firm represents and warrants that it and all employees, subconsultants and subcontractors providing any Services pursuant to this Agreement shall have a sufficient skill and experience 177QG15 1 •''• to perform the Services. All Services shall be completed to the reasonable satisfaction of the OCFA. In the event of any inconsistency between the terms contained in the Scope of Services, and/or the terms set forth in the main body of this Agreement, the terms set forth in the main body of this Agreement and then the Scope of Services shall govern, in that order. 1.2 Comaliance with Law All Services rendered hereunder shall be provided in accordance with all laws, ordinances, resolutions, statutes, rules, and regulations of OCFA and any federal, state or local governmental agency of competent jurisdiction. 1.3 Licenses and Permits Firm shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work By executing this Agreement, Firm warrants that Firm (a) has thoroughly investigated and considered the Work to be performed, (b) has investigated the site of the Work and become fully acquainted with the conditions there existing, (c) has carefully considered how the Work should be performed, and (d) fully understands the facilities, difficulties and restrictions attending performance of the Work under this Agreement. Should the Firm discover any latent or unknown conditions materially differing from those inherent in the Work or as represented by OCFA, Firm shall immediately inform OCFA of such fact and shall not proceed with any Work except at Firm's risk until written instructions are received from the Contract Officer. 1.5 Care of Work Firm shall adopt and follow reasonable procedures and methods during the term of the Agreement to prevent loss or damage to materials, papers or other components of the work, and shall be responsible for all such damage until acceptance of the work by OCFA, except such loss or damages as may be caused by OCFA's own negligence. 1.6 Additional Services Firm shall perform services in addition to those specified in the Scope of Services when directed to do so in writing by the OCFA Purchasing Manager, provided that Firm shall not be required to perform any additional services without compensation. Any additional compensation not exceeding 10% must be approved in writing by the OCFA Purchasing Manager. Any additional compensation exceeding this amount must be approved in writing by the Executive Committee of the OCFA Board of Directors. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Firm is an essential condition of this Agreement. Firm shall prosecute regularly and diligently the work of this Agreement according to the schedules set forth in Firm's proposal. Firm shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Firm. Delays shall not entitle Firm to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF FIRM 3.1 Comnensation of Firm For the Services rendered pursuant to this Agreement, Firm shall be compensated and reimbursed, in accordancewith the terms setforth in the Pricing Sheet, attached hereto as Exhibit "B," in an amount not to exceed $100,000 annually. These services will be billed for each pre-employment background investigation completed per the flat rate fees provided in Exhibit "B". There is no obligation on OCFA's part to assign any minimum number of projects to Firm, nor will Firm be the exclusive provider of these services to OCFA, so there is no minimum compensation guaranteed pursuant to this agreement. 3.2 Method of Payment In any month in which Firm wishes to receive payment, Firm shall no later than the first working day of such month, submit to OCFA in the form approved by OCFA's Director of Finance, an invoice for Services rendered prior to the date of the invoice. OCFA shall pay Firm for all expenses stated thereon which are approved by OCFA consistent with this Agreement, within thirty (30) days of receipt of Firm's invoice. 3.3 Changes In the event any change or changes in the work is requested by OCFA, the parties hereto shall execute an addendum to this Agreement, setting forth with particularity all terms of such addendum, including, but not limited to, any additional fees. Addenda may be entered into: A. To provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product or work; B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice 1170S1G 1 in Firm's profession. 3.4 Apiropriations This Agreement is subject to and contingent upon funds being appropriated therefore by the OCFA Board of Directors for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to OCFA. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance All Services rendered pursuant to this Agreement shall be performed within the time periods prescribed in the Scope of Services, attached hereto as Exhibit "A". The extension of any time period specified in Exhibit "A" must be approved in writing by the Contract Officer. 4.3 Force Majeure The time for performance of Services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Firm, including, but not restricted to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if the Firm shall within ten (10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term This agreement shall continue in full force and effect for three years unless earlier terminated in accordance with Sections 8.5 or 8.6 of this Agreement. The contract may be renewed up to two (2) additional one-year terms upon mutual agreement between OCFA and the Firm. 5. COORDINATION OF WORK 5.1 Representative of Firm 177Q515 1 The following principal of the Firm is hereby designated as being the principal and representative of Firm authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Steve Rodig, Partner, RCS Investigations and Consulting, LLC. It is expressly understood that the experience, knowledge, capability and reputation of the foregoing .principal is a substantial inducement for OCFA to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Firm and devoting sufficient time to personally supervise the Services hereunder. The foregoing principal may not be changed by Firm without the express written approval of OCFA. 5.2 Contract Officer The Contract Officer shall be Tamaryn Boston, Human Resources Manager, unless otherwise designated in writing by OCFA. It shall be the Firm's responsibility to keep the Contract Officer fully informed of the progress of the performance of the Services and Firm shall refer any decisions that must be made by OCFAto the Contract Officer. Unless otherwise specified herein, any approval of OCFA required hereunder shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment 5.3.1 No Subcontracting Without Prior Approval. The experience, knowledge, capability and reputation of Firm, its principals and employees, and the Firm Representative were a substantial inducement for OCFA to enter into this Agreement. Therefore, Firm shall not contract with any other entity to perform in whole or in part the Services required hereunder without the express written approval of OCFA. 5.3.2 Provisions in the Event Subcontractor(s) Are Authorized. If Firm is authorized to subcontract any part of the Services as provided in Section 5.3.1, Firm shall be responsible to OCFA for the acts and omissions of its subcontractor(s) and subconsultant(s) in the same manner as it is for persons directly employed. For purposes of this Agreement, all persons engaged in the performance of Services will be considered employees of Firm. OCFA will deal directly with and will make all payments to Firm. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and OCFA. Firm shall ensure that all subcontractor insurance requirements set forth in Section 6 below (including its subsections) are complied with prior to commencement of Services by each subcontractor. 5.3.2.1 Withholding Payment for Non-Authorized Subcontractors. OCFA shall have the right to withhold payment from Firm for Services performed by any subcontractor or subconsultant performing Services but not authorized in writing by OCFA, or regarding 1279515 1 which the insurance or other requirements under this Agreement have not been satisfied. 5.3.3 Assignments. Neither this Agreement nor any interest herein may be assigned, transferred, conveyed, hypothecated,. or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of OCFA. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Firm, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Firm or any surety of Firm from any liability hereunder without the express written consent of OCFA. 5.4 Independent Contractor 5.4.1 The legal relationship between the Parties is that of an independent contractor, and nothing herein shall be deemed to make Contractor, or any of its personnel, an OCFA employee. During the performance of this Agreement, Firm and its officers, employees, and agents shall act in an independent capacity and shall not act as OCFA officers or employees. Firm will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. The personnel performing the Services under this Agreement on behalf of Firm shall at all times be under Firm's exclusive direction and control. Neither OCFA nor any of its officials, officers, employees, agents or volunteers shall have control over the conduct of Firm or any of its officers, employees, or agents, except as set forth in this Agreement. Firm, its officers, employees or agents, shall not maintain a permanent office or fixed business location at OCFA's offices. OCFA shall have no voice in the selection, discharge, supervision, or control of Firm's officers, employees, representatives or agents or in fixing their number, compensation, or hours of service. Firm shall pay all wages, salaries, and other amounts due its employees in connection with the performance of Services under this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. OCFA shall not in any way or for any purpose be deemed to be a partner of Firm in its business or otherwise a joint venturer or a member of any joint enterprise with Firm. 5.4.2 Firm shall not incur or have the power to incur any debt, obligation, or liability against OCFA, or bind OCFA in any manner. 5.4.3 No OCFA benefits shall be available to Firm, its officers, employees, or agents, in connection with the performance of any Work or Services under this Agreement. Except for professional fees paid to Firm as provided for in this Agreement, OCFA shall not pay salaries, wages, or other compensation to Firm for the performance of any Work or Services under this Agreement. OCFA shall not be liable for compensation or indemnification to Firm, its officers, employees, or agents, for injury or sickness arising out of performing any Work or Services hereunder. If for any reason any court or governmental agency determines that the OCFA has financial obligations, other than pursuant to Section 2 herein, of any nature relating to salary, taxes, or benefits of Firm's officers, employees, representatives, agents, or subconsultants or subcontractors, Firm shall defend, indemnify, and hold harmless OCFA from and against all such financial obligations. 5.5 Employee Retirement System Eligibility Indemnification 5.5.1 In the event that Firm or any employee, agent, or subcontractor of Firm providing any Work or Services under this Agreement claims or is determined by a court of competent jurisdiction to be eligible for enrollment in an employee retirement system as an employee of the OCFA, Firm shall indemnify, defend, and hold harmless OCFA against: (1) all such claim(s) and determination(s); (2) for the payment of any employee and/or employer contributions for employee retirement system benefits on behalf of Firm or its employees, agents or subcontractors; and (3) the payment of any penalties and interest on such contributions which would otherwise be the responsibility of the OCFA. 5.5.2 Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing any Work or Services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by OCFA, including but not limited to eligibility to enroll in an employee retirement system as an employee of OCFA and entitlement to any contribution to be paid by OCFA for employer contribution and/or employee contributions for employee retirement system benefits. 6. INSURANCE AND INDEMNIFICATION 6.1 Compliance with Insurance Requirements. Firm shall obtain, maintain, and keep in full force and effect during the term of this Agreement, at its sole cost and expense, and in a form and content satisfactory to OCFA, all insurance required under this section. Firm shall not commence any Services under this Agreement unless and until it has provided evidence satisfactory to OCFA that it has secured all insurance required under this section. If Firm's existing insurance policies do not meet the insurance requirements set forth herein, Firm agrees to amend, supplement or endorse the policies to meet all requirements herein. 6.2 Types of Insurance Required. Without limiting the indemnity provisions set forth in this Agreement, Firm shall obtain and maintain in full force and effect during the term of this Agreement, including any extension thereof, the following policies of insurance. 6.2.1 Professional Liability/Errors and Omissions Insurance ("PLI"). Firm shall obtain and maintain PLI insurance applicable to each licensed profession practiced by Firm. Firm shall maintain PLI insurance with per-claim and aggregate limits no lower than one million dollars ($1,000,000.00) each occurrence and two million dollars ($2,000,000.00) aggregate. Covered professional services shall specifically include all Services to be performed under the Agreement and the policy shall be endorsed to delete any exclusions that may exclude coverage for claims within the minimum PLI Limits for the Services to be performed under this Agreement. 6.2.1.1 The PLI policy shall be endorsed to delete any Contractual Liability Exclusion. The PLI shall include contractual liability coverage applicable to this Agreement. The policy must"pay on behalf of'the insured, and include a provision establishing the insurer's duty to defend the insured. 6.2.1.2 If the PLI policy of insurance is written on a "claims-made"basis,the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of all Services provided hereunder (the "PLI Coverage Period"). If any PLI policy is replaced, cancelled, non-renewed, discontinued, or otherwise terminated, or if the limits of a PLI policy are reduced or the available coverage depleted below the required minimum coverage amounts for any reason during the PLI Coverage Period, Firm shall immediately obtain replacement PLI coverage meeting the requirements of this Section 6.2.1. Such replacement coverage shall satisfy all requirements herein, and shall include coverage for the prior acts or omissions of Firm during the time period during which any Services were performed. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended "tail" coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the OCFA. 6.2.1.3 If the PLI policy is written on an "occurrence" basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the PLI policy during this period, new coverage shall immediately be obtained, and written evidence of the policy shall be immediately provided to OCFA, to ensure PLI coverage during the entire course of performing the Services. 6.2.1.4 Firm shall not perform any Services at any time during which required types or amounts of PLI insurance are not in effect, and OCFA shall have no obligation to pay Firm for Services performed while required PLI insurance is not in effect. t 770G1G1 6.2.2 Commercial General Liability Insurance. Firm shall obtain and maintain, in full force and effect throughout the term of this Agreement, Insurance Services Office (ISO) 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 one million dollars ($1,000,000.00) 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 general aggregate limit shall be twice the required occurrence limit. CGL insurance shall be provided on an occurrence-based coverage form; a "claims made" CGL policy is not acceptable. Firm shall maintain CGL insurance with per-claim, aggregate and products and operations completed limits no lower than the minimum CGL coverage limits set forth above. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions limiting coverage for any of the following: (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) any other exclusion contrary to this Agreement. 6.2.3 Automobile Liability Insurance. Firm shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Automobile liability insurance written on a per occurrence basis with limits of at least one million dollars ($1,000,000.00) combined limit for each occurrence covering bodily injury, disease and property damage. Defense costs shall be paid in addition to the policy limits. The policy shall specifically include coverage for owned, non-owned, leased, and hired automobiles, and be endorsed to eliminate any exclusion applicable to any of them. 6.2.4 Workers' Compensation Insurance. Firm shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of Workers' Compensation Insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements applicable in the State of California. Firm hereby waives on its own behalf, and shall obtain an endorsement from its workers' compensation insurer waiving on the insurance company's behalf, all rights of subrogation against the OCFA, its board members, officials, officers, employees, agents and volunteers. 6.2.4.1 If subconsultants or subcontractors are used, Firm shall require each of its subconsultants and subcontractors, if any, to waive all rights of subrogation, and to obtain endorsements from the subconsultants'/subcontractors' workers' compensation insurers waiving all rights of subrogation, against the OCFA, its board members, officials, officers, employees, agents and volunteers. 6.2.4.2 Firm and each of its subconsultants and subcontractors shall also maintain, in full force and effect throughout the term of this Agreement, Employer's Liability Insurance with limits of at least one million dollars ($1,000,000.00) per injury or illness. I?795151 6.3 Acceptability of Insurers. Each insurance policy required by this section shall be issued by a licensed company authorized to transact business by the Department of Insurance for the State of California with a current rating of A-:VI I or better (if an admitted carrier), or a current rating of A:X or better (if offered by a non-admitted insurer listed on the State of California List of Approved Surplus Line Insurers (LASLI)), by the latest edition of A.M. Best's Key Rating Guide, except that the OCFA will accept workers' compensation insurance from the State Compensation Fund. In the event the OCFA determines that the Services to be performed under this Agreement creates an increased or decreased risk of loss to the OCFA, the Firm agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the OCFA. 6.3.1 Firm shall immediately replace any insurerwhose A.M. Best rating drops below the levels specified herein with an insurer that meets the minimum requirements herein. 6.4 Specific Insurance Provisions and Endorsements. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the OCFA for written approval. Required insurance policies shall contain the following provisions, or Firm shall provide endorsements on forms approved by the OCFA to add the following provisions to the insurance policies: 6.4.1 CGL and Auto Liability Endorsements. The policy or policies of insurance required by this Agreement for CGL and Automobile Liability Insurance shall be endorsed as follows: 6.4.1.1 Additional Insured: The OCFA, its board members, officials, officers, employees, agents and volunteers, shall be additional insureds; and 6.4.1.1.1 Additional Insured Endorsements: Additional insured endorsements shall not (1) be restricted to "ongoing operations", (2) exclude "contractual liability", (3) restrict coverage to "sole" liability of Firm, (4) contain any other exclusions contrary to the Agreement; or (5) contain special limitations on the scope of protection afforded to additional insureds. 6.4.1.2 Primary, Non-Contributing. Each CGL and Auto Liability insurance policy shall be endorsed to be primary and any other insurance, deductible, or self-insurance maintained by the OCFA, its board members, officials, officers, employees, agents or volunteers, shall not contribute with the primary insurance. 6.4.2 Notice of Cancellation: Each policy of any type shall be endorsed to provide that coverage shall not be suspended, voided, cancelled, or modified, or reduced in coverage or in limits, except after thirty (30) days prior written 1T79415 1 notice has been provided to the OCFA. Notwithstanding the foregoing, if coverage is to be suspended, voided, or cancelled because of Firm's failure to pay the insurance premium, the notice provided by the insurer to OCFA shall be by not less than ten (10) days prior written notice. (A statement that notice will be provided "in accordance with the policy terms" or words to that effect is inadequate to meet the requirements of this Section). 6.4.2.1 Pre-Payment of Policy Premium. If for any reason an insurer declines to issue an endorsement certifying that it will notify OCFA in accordance with section 6.4.2, Firm shall either obtain insurance from another insurer who will provide the required notice endorsement or shall provide evidence satisfactory to OCFA that the entire policy premium for the full term of that policy has been pre-paid such that the risk of non-payment of premiums during the term of the policy has been eliminated. 6.4.3 ACORD Forms Will Not Be Accepted in Lieu of Endorsements. By executing this Agreement, Firm certifies that it has — prior to execution of this Agreement - confirmed that its insurance company will issue each of the endorsements required by this Agreement. Firm also certifies that it understands that "ACORD" Certificate of Liability Insurance forms will not be accepted in lieu of required endorsements. 6.5 Deductibles and Self-Insured Retentions. Any deductible or self- insured retention must be approved in writing by the OCFA in advance. The decision whether to approve or withhold approval of a deductible or self-insured retention shall be made by the OCFA in the OCFA's sole and absolute discretion. (Firm may request pre- approval from OCFA of a deductible or self-insured retention prior to submitting Firm's Proposal). 6.6 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability Insurance shall contain or be endorsed to waive subrogation against the OCFA, its officials, officers, employees, agents and volunteers, or shall specifically allow Firm or others providing insurance evidence in compliance with the requirements set forth in this section to waive their right to recovery prior to a loss. Firm hereby agrees to waive its own right of subrogation against the OCFA, its officials, officers, employees, agents and volunteers. 6.6.1 Waivers of Subrogation: Subconsultants and Subcontractors. If OCFA approves the use of subconsultants or subcontractors for the performance of any portion of the Services, then Firm shall obtain from each subconsultant and subcontractor, and make available to OCFA upon request, written express waivers by each subconsultant and subcontractor of the right of subrogation against the OCFA, its officials, officers, employees, agents and volunteers, and policy endorsements of each of its subconsultants' and subcontractors' insurance policies waiving any rights of subrogation against the OCFA, its officials, officers, employees, agents and volunteers insurer. All such waivers and endorsements shall be obtained prior to commencement of any Services by each subconsultant or subcontractor. 6.7 Evidence of Coverage. Concurrently with the execution of the Agreement, Firm shall deliver certificates of insurance together with original endorsements affecting each of the insurance policies required to be maintained by Firm by this Section 5. Firm shall promptly furnish, at OCFA's request, copies of actual policies.including all declaration pages, endorsements, exclusions and any other policy documents OCFA requires to verify coverage. 6.7.1 Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the OCFA for written approval. 6.7.2 Authorized Signatures. The certificates of insurance and original endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. 6.7.3 Renewal/Replacement Policies. At least fifteen (15) days prior to the expiration of any policy required by this Agreement, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the OCFA. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Firm shall, within ten (10)days after receipt of written notice of such cancellation or reduction of coverage, file with the OCFA evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies meeting all requirements of this Agreement. 6.8 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this section are not intended as a limitation on coverage, limits, or other requirements, or a waiver of any coverage normally provided by any insurance. Nothing in this section shall be construed as limiting in any way the indemnification provision contained in this Agreement, or the extent to which Firm may be held responsible for losses of any type or amount. 6.9 Enforcement of Agreement (Non-Estoppel). Firm acknowledges and agrees that actual or alleged failure on the part of the OCFA to inform Firm of any non-compliance with any of the insurance requirements set forth in this Agreement imposes no additional obligation on the OCFA nor does it waive any rights hereunder. 6.10 Insurance for Subconsultants. If OCFA approves the use of subconsultants or subcontractors for the performance of any portion of the Services,then Firm shall be responsible for causing each approved subconsultant and subcontractor to procure and maintain insurance in the same types and amounts required for Firm, and in full compliance with the insurance requirements set forth in this Agreement, except as otherwise authorized in writing by the Contract Manager. 1770G1S 1 6.10.1 Delivery of Evidence of Subcontractor Insurance. Upon request of OCFA, Firm shall deliver to OCFA all certificates of insurance and endorsements required from subcontractors and subconsultants. (Note: Firm's duty to obtain all required insurance for subcontractors and subconsultants required under this Agreement applies whether or not OCFA requests delivery of evidence of such coverage.) 6.11 Other Insurance Requirements. The following terms and conditions shall apply to the insurance policies required of Firm and its subconsultants and subcontractors, if any, pursuant to this Agreement: 6.11.1 Firm shall provide immediate written notice to OCFA if (1) any of the insurance policies required herein are terminated, cancelled, suspended, or non- renewed (2) the limits of any of the insurance coverages required herein are reduced; (3) any required insurance coverage is reduced below the required minimum limits through claims or otherwise, or (4) the deductible or self-insured retention is increased. 6.11.2 All insurance coverage and limits required under this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the OCFA or its operations shall limit the application of such insurance coverage: 6.11.3 None of the insurance coverages required herein will be in compliance with the requirements of this section if they include any limiting endorsement which substantially impairs the coverages set forth herein (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to the OCFA and approved in writing. 6.11.4 Certificates' of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay the Project. It is Firm's obligation to ensure timely compliance with all insurance submittal requirements as provided herein and Firm agrees to reimburse OCFA for any losses resulting from its failure, or its subconsultants' or subcontractors' failure, to timely comply with the requirements of this Agreement. 6.11.5 Firm agrees to ensure that subconsultants and subcontractors, if any, and any other parties involved with the Project who are brought onto or involved in the Project by Firm, provide the same minimum insurance coverage required of Firm. Firm agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Firm agrees that upon request, all agreements with, and evidence of insurance from, subconsultants and subcontractors and others engaged in performing any Services will be submitted to the OCFA for review. 6.11.6 Firm agrees to provide immediate written notice to OCFA of any claim, demand or loss arising out of the Services performed under this Agreement and for any other claim, demand or loss which may reduce the insurance available to an amount less than required by this Agreement. 6.12 Indemnification. To the fullest extent permitted by law, Firm shall defend (at Firm's sole cost and expense with legal counsel reasonably acceptable to OCFA), indemnify and hold the OCFA, its board members, officials, officers, employees, agents and volunteers, free and harmless from any and all claims, demands, orders, causes of action, costs, expenses, liabilities, losses, penalties, judgments, arbitration awards, settlements, damages or injuries of any kind, in law or in equity, including but not limited to property or persons, including wrongful death, (collectively "Claims") in any manner arising out of, pertaining to, related to, or incident to any alleged acts, errors or omissions, or willful misconduct of Firm, its officers, directors, employees, subconsultants, subcontractors, agents or invitees in connection with performance under this Agreement, or in any manner arising out of, pertaining to, related to, or incident to an alleged breach of 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, and only to the extent that the Services performed by Firm are subject to California 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 Firm. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Firm's indemnification obligation or other liability hereunder. Notwithstanding the foregoing, such obligation to defend, hold harmless and indemnify the OCFA, its board members officials, officers, employees, agents and volunteers, shall not apply to the extent that such Claims are caused by the sole negligence or willful misconduct of that indemnified party. 7. RECORDS AND REPORTS 7.1 Re0orts Firm shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement as the Contract Officer shall require. 7.2 Records Firm shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. Except as provided in Section 7.5, the Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit and make records and transcripts from such records. 7.3 Ownership of Documents Except as provided in Section 7.5, all drawings, specifications, reports, records, documents and other materials prepared by Firm in the performance of this Agreement shall be the property of OCFA and shall be delivered to OCFA upon request of the Contract Officer or upon the termination of this Agreement, and Firm shall have no claim for further employment or additional compensation as a result of the exercise by OCFA of its full rights or ownership of the documents and materials hereunder. Firm may retain copies of such documents for its own use. Firm shall have an unrestricted right to use the concepts embodied therein. 7.4 Release of Documents All drawings, specifications, reports, records, documents and other materials prepared by Firm in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7.5 Confidential Materials Notwithstanding anything to the contrary in this Agreement, the Firm shall be the sole owner of Firm's work papers and of any other documents, data or information which are required to be maintained confidential from OCFA by one or more rules of professional conduct governing the Firm's profession(s) (collectively, the "Confidential Materials"). Neither the OCFA nor the Contract Officer shall have access to the Confidential Materials except as may otherwise be required by order issued by a court of competent jurisdiction. 8. ENFORCEMENT OF AGREEMENT 8.1 California Law This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Firm covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Waiver No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as 177Q41 S 1 a waiver. No consent or approval of OCFA shall be deemed to waiver or render unnecessary OCFA's consent to or approval of any subsequent act of Firm. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.3 Rights and Remedies are Cumulative Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8.4 Legal Action In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 8.5 Termination Prior to Expiration of Term OCFA reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Firm, except that where termination is due to the fault of the Firm and constitutes an immediate danger to health, safety and general welfare,.the period of notice shall be such shorter time as may be appropriate. Upon receipt of the notice of termination, Firm shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Officer. Firm shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer thereafter. Firm may terminate this Agreement, with or without cause, upon thirty (30) days written notice to OCFA. 8.6 Termination for Default of Firm If termination is due to the failure of the Firm to fulfill its obligations under this Agreement, OCFA may take over the work and prosecute the same to completion by contract or otherwise, and the Firm shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the compensation herein stipulated, provided that OCFA shall use reasonable efforts to mitigate damages, and OCFA may withhold any payments to the Firm for the purpose of set-off or partial payment of the amounts owed to OCFA. 1�7Q515 1 8.7 Attorneys' Fees If either party commences an action against the other party arising out of or in connection with this Agreement or its subject matter, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 9. OCFA OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-Liability of OCFA Officers and Employees No officer or employee of OCFA shall be personally liable to the Firm, or any successor-in-interest, in the event of any default or breach by OCFA or for any amount which may become due to the Firm or its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Covenant Against Discrimination Firm covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry. Firm shall take affirmative action to insure that applicants and employees are treated without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 10. MISCELLANEOUS PROVISIONS 10.1 Confidentiality Information obtained by Firm in the performance of this Agreement shall be treated as strictly confidential and shall not be used by Firm for any purpose other than the performance of this Agreement without the written consent of OCFA. 10.2 Notice Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section. Orange County Fire Authority WITH COPY TO: Attention: Debbie Casper David E. Kendig, General Counsel 1 Fire Authority Road 555 Anton Blvd. Suite 1200 Irvine, CA 92602 Costa Mesa, CA 92626 1279515.1 To Firm: RCS Investigations and consulting, LLC Steve Rodig, Partner PO Box 29798 Anaheim, CA 92809-9798 10.2 Integrated Agreement This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 10.3 Amendment This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 10.4 Severability In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 10.5 Corporate Authority The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. [Signatures on Following Page] 1�79515 1 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. "OCFA" ORANGE COUNTY FIRE AUTHORITY Date: _1 4 By: e�- a2: , Debbie Casper, C.P.M., CPPB Purchasing & Materials Manager "FIRM" RCS INVESTIGATIONS AND CONSULTING, LLC Date: j By. Randy Sorley Partner Date: By: John Haradon Partner EXHIBIT A (1) RCS INVESTIGATIONS AND CONSULTING, LLC, PROPOSAL DATED MARCH 25, 2019 Orange County Fire Authority Page 1 Pre-employment Background Investigative Services(JA2357),bidding on March 27,2019 11:00 AM(Pacific) Printed 04/09/2019 Bid Results Bidder Details Vendor Name RCS Investigations Address PO Box 29798 Anaheim,CA 92809 United States Respondee Randy Sorley Respondee Title Partner Phone 714-745-6522 Ext. Email randy@resinvestigations.com Vendor Type NONE Bid Detail Bid Format Electronic Submitted March 25,2019 2:46:39 PM(Pacific) Delivery Method planetbids Bid Responsive Bid Status Submitted Confirmation# 171295 Ranking 0 Amount $0.00 Respondee Comment both documents contain the entire RFP. Buyer Comment Attachments File Title File Name File Type proposal OCFire Proposal—March 2019.pdf Cost File proposal OCFire Proposal—March 2019.pdf Response File 1 INVESTIGATIONS & CONSULTING, LLC PO Bk 798 �nahetm Hilly C�A9?i4p9-97��X ��uw.rc�ui��tigatii,ns.c an (714)779-2300 RFP #JA2357 Pre-employment Background Investigative Sen ices Orange County Fire Authority Purchasing Department 1 Fire Authority Road #C. Irvine 92602 Attention James Aguila INVESTIGATIONS P.O. 2°` -9798 & CONSULTING, LLC :Xrtalteun[!ills,CA92R09-979R wuu,resimestipbons.ccm (714)779-2300 SECTION V (A] LETTER OF TRANSMITTAL To: James Aguila — Assistant Purchasing Agent -- Orange County Fire Authority Purchasing Department. RCS Investigations and Consulting Partner. Steve Rodig, will serve as the primary point of contact for the Orange County Fire Authority. Rodig is a (qualified Manager for RCS Investigations and Consulting as designated by the California Bureau of Security and Investigative Services. RCS Investigations and Consulting is a Limited Liability Corporation [LLC] whose four partners are Steve Rodig, Charles Chavez. John Haradon [retired from the Anaheim Police Department] and Randy Sorley [retired in 2006 from the Orange County District Attorneys Office]. The company office address is 4725 E. Bryson, Anaheim, California 92807 [714-779-2300] and the mailing address is P.O. Box 29798. Anaheim, California 92909-9798. Rodig's cellular number is 714-290-0116. NONE OF THE RCS INVESTIGATION AND CONSULTING PARTNERS HAVE A PERSONAL, SOCIAL OR BUSINESS RELATIONSHIP WITH ANYONE IN A POSITION OF AUTHORITY AT THE ORANGE COUNTY FIRE AUTHORITY. • Since 2006, RCS Investigations and Consulting has provided a variety of quality administrative and background investigative services to more than 60 different public agencies throughout California. RCS Investigations and Consulting currently provides background and administrative investigative services to several police and fire departments in the Southern California area. The company has earned an outstanding reputation with police and fire managers. as well as with Human Resource representatives throughout the region. RCS Investigations and Consulting partners understand the importance of background processes and the responsibilities associated with submitting a thorough work product in a timely manner. RCS Investigations and Consulting has conducted more than 2.000 background and administrative investigations for public agencies over the past 12 years. RCS Investigators will provide a thorough work product. which meets or exceeds the standards as set forth in the Orange County Fire Authority RFP. 1 • The proposal shall remain valid for 365 days from March 27. 2019. • Submitted by Steve Rodig 1 Steve Rodig March 20. 2019 ? i 2 Orange County Fire Authority RFP No. JA2357 EXHIBIT B: STATEMENT OF QUALIFICATIONS Offerors shall prepare a statement of qualifications that shows the ability, capacity, experience, and skill of the Offeror, their staff, and their employees to perform the services required. The statement of qualifications should include, at a minimum, responses to the following. 1. Firm Overview: a. Provide a brief profile of the individual or firm, including information regarding major services provided, the location of offices, years in business, and number of employees. b. Describe the firm's experience in performing like services of a similar nature particularly for public agencies, municipalities, or other governmental agencies c. The Proposer must have the demonstrated authorization to perform all specified services. The proposal must identify and describe the legal representation, advice, licenses, and other authorizations the firm has received to perform this type of work including documentation demonstrating the firm is Fair Credit Reporting Act{FORA}certified. The proposal must describe how the firm stays current with changing local, state. and federal laws and regulations related to these services, and how the Proposer insures compliance. 2. Team Organization and Structure: G a. Provide an organization chart detailing the proposed project team and its structure. b. Identify the proposed project manager, their technical qualifications, and experience managing projects (discuss type, scope, and complexity). Provide a brief resume for this individual, citing their qualifications and professional experience relevant to the proposed service. c. Provide details of the proposed staff that would be assigned to OCFA's account, including experience with background investigation assignments, information on applicable professional credentials and licenses held as required by the State of California in support of the scope of services, training, special qualifications, course work and education. d. Provide a list of proposed subconsultants, if any, their office locations, and work proposed to be performed. Identify subcontractors by name, address, contact person, email, telephone number, and project function. Describe Proposer's experience working with each subcontractor. Describe role of proposed subcontractor. 3. Relevant Service Experience: Use this section to indicate the areas of expertise of your firm and how that expertise will benefit OCFA. This section should identify a list of similar projects that the firm has recently completed for comparable agencies. Projects listed in this section of the statement of qualifications should address the firm's specific experience and explain how it is applicable to the types of work described in this solicitation. 21 SECTION V [B] STATEMENT OF QUALIFICATIONS Since 2006, RCS Investigations and Consulting has provided a variety of quality administrative and background investigative services to more than 60 different public agencies throughout California. RCS Investigations and Consulting is an insured company whose four partners are retired law enforcement professionals with over 125 years of combined experience working in the public sector. Their careers include over 50 years of supervisory and management experience working for law enforcement agencies in Orange County. RCS Investigations and Consulting currently provides background and administrative investigative services to several police and fire departments in the Southern California area. The company has earned an outstanding reputation with police and fire managers, as well as with Human Resource representatives throughout the region. As former law enforcement managers and supervisors, RCS Investigations and Consulting partners understand the importance of the administrative and background processes and the responsibilities associated with submitting a thorough work product in a timely manner. RCS Investigations and Consulting has conducted more than 2,000 background and administrative investigations for public agencies since 2006. Additionally, RCS Investigators have testified in hearings related to administrative matters and understand the process involved. RCS Investigators are thoroughly versed in matters relating to the Peace Officer and Firefighter Bill of Rights as defined in the California Government Code, RCS Investigators have extensive experience interviewing subject employees and witnesses within a range of employee related matters. RCS Investigations and Consulting will provide a confidential and ethical work product, which will be completed within the scope of work as defined in the Orange County Fire Authority RFP. RCS Investigators will provide the client with impartial and comprehensive background reports, which meet the requirements established by the Commission for Police Officer Standards and Training [POST]. RCS Investigations and Consulting promises to provide all services in a professional manner and in compliance with applicable Federal, State and local laws. as well as in a workmanlike manner according to the standards and ethics of the industry as established by the California Secretary of State, Department of Consumer Affairs-Bureau of Investigative Services. 1 RCS investigations and Consulting will complete background investigations in 60 days or less and will provide a partner from the firm to serve as a point of contact, participate in meetings and engage in other requested services as needed. RCS Investigations and Consulting will complete administrative investigations in a timely manner as dictated by the nature of complaint. Steve Rodig, who is one of the partners from RCS investigations and Consulting will serve as the primary point of contact for the Orange County Fire Authority and may be assisted by other associates related to the firm. Steve Rodig is retired from the Anaheim Police Department and is a Qualified Manager for RCS Investigations and Consulting as designated by the California Bureau of Security and Investigative Services. The prior work experience forRodig is as follows: Private Investigator— RCS Investigations and Consulting...,....2006 through the present Anaheim Police Department: Police Captain Operations Division ............. .......... 10//2003 through 1/2006 Police Lieutenant Crimes Persons Detective Commander ........ 6/2003 through 10/2003 Police Lieutenant Operations District Commander ................ 7/2000 through 6/2003 Police Lieutenant Training Division Commander ..................... 5/1999 through 7/2000 Police Lieutenant Operations Watch Commander ........... I 1/1997 through 5/1999 Police Sergeant Major Narcotics Investigations........................3/1997 through I 1/199 7 Police Sergeant Homicide Detective Bureau, 12/1992 through 3111997 Police Sergeant Operations Division ................... ...............8111992 through 121/1992 Police Sergeant Major Narcotic Investigations........ ...............I I/1988 through 8/1992 Police Sergeant Vice Investigations ................................11/1986 through 11/1988 Police Detective Robbery/Homicide Investigations.......................7/1983 through 11/1986 Police Detective Crime Task Force Investigations............. ......10/1981 through 6/1983 Police Detective Narcotic Investigations................ I 1/1980 through 10/1981 Police Officer Patrol Division ................... ...--........ .......4/197 7 through I 1/1980 Police Cadet Administration/Detective Division ....................4/1974 through 4/1977 2 Since retiring, Steve Rodig and the associates from RCS Investigations and Consulting have conducted hundreds of complex and sensitive administrative/background investigations for public C� agencies throughout California. RCS Investigators have continually provided ethical. fair, complete, and balanced reports for clients throughout California. RCS Investigations and Consulting currently serve as background Investigators for several police and fire departments in the Southern California region. RCS Investigators are thoroughly versed with the needs of public agencies when conducting administrative and background investigations and are familiar with POST requirements. • RCS Investigations and Consulting has continually perfon-ned investigative services for numerous public agencies since 2006, and continues to do so on a regular basis. 0 RCS Investigations and Consulting partners and sub-contractors [associates] stay current on matters relating to background and administrative investigations by performing those tasks on a regular basis and working with various City Attorneys or law firms retained to represent public agencies. Additionally, RCS Investigators periodically receive in-house training as well as training made available through the California Background Investigators In Association. RCS Investigation partners regularly review updates and information provided by various sources relating to background/administrative investigations. RCS Investigation partners also receive feedback from public agency clients relating to work performed and disseminate the information to sub-contractors associated with the firm. RCS Investigation partners ensure compliance by reviewing every background and administrative report prepared by subcontractors. • RCS Investigations and Consulting currently provides background and administrative investigative services to numerous police and fire departments in the Southern California area. The company has earned an outstanding reputation with police and fire managers, as well as with Human Resource representatives throughout the region. Since 2006,RCS Investigations and Consulting has provided services to a number of public agencies including [not limited to] the following- City of Anaheim City of Alhambra City of Banning City of Buena Park City of Bell City of Bell Gardens City of Brea City of Carmel by the Sea City of Cathedral City Chino Valley Independent Fire District City of Culver City City of Cypress 3 • City of Desert Hot Springs • City of El Centro • City of Fountain Valley • City of Fullerton • City of Garden Grove • City of Gardena • California Association of Governments • City of Huntington Park • City of Huntington Beach • City of Irvine • City of Laguna Beach • City of La Palma o City of Long Beach • City of Manhattan Beach • City of Montebello • City of Monterey Park • City of Montclair • City of Newport Beach • City of Orange • City of Perris • City of Pomona • City of Placentia • City of Riverside • City of Seal Beach • City of Signal Hill • City of El Monte • City of South Pasadena • City of South Gate • City of Tehachapi • City of Thousand Oaks • City of Walnut • City of West Covina • City of Westminster • City of West Hollywood • Costa Mesa Sanitation District • Glendale Community College District • Inglewood Unified School District • Mesa Consolidated Water District • Mount San Antonio College District • Orange County Fire Authority • Santa Ana Unified School District • San Bernardino Community College District • State Bar of California • Orange County Bar Association 4 ® University of California at Irvine * University of California San Bernardino -P West Valley Vector Control District o RCS Investigations and Consulting is a. Limited Liability Corporation [LLC] whose four partners are Steve Rodig, Charles Chavez.John Haradon [retired from the Anaheim Police Department] and Randy Sorley [retired in 2006 from the Orange County District Attorney's Office]. The company office address is 4725 E. Bryson, Anaheim, California 92807 and the mailing address is P.O. Box 29798, Anaheim, California 92809-9798. o RCS Investigations and Consulting utilizes more than 20 subcontractors on an as-needed basis, all of which retired from a California law enforcement agency or fire department. One of the firm's partners and a limited number of the subcontractors retired from the Orange County District Attorney's Office. All RCS Investigation and Consulting partners and most of the subcontractors retired as supervisors or manager*s from their respective law enforcement/fire agencies. S BUREAU OF SECURITY AND ISSUANCE ©ATE INVESTIGATIVE SERVICES MARCH i, 2006 LICENSING DETAILS FOR: 24961 EXPIRATION DATE NAME: RCS INVESTIGATIONS AND CONSULTING MARCH 31, 2020 LICENSE TYPE: PRIVATE INVESTIGATOR CURRENT DATE/TIME PRIMARY STATUS: CURRENT PREVIOUS NAMES: STEVEN RODIG 0 RCS INVESTIGATIONS MARCH 22, 20i 9 11:49:27 AM ADDRESS OF RECORD PO BOX 29798 ANAHEIM CA 92809-9798 ORANGE COUNTY LICENSE RELATIONSHIPS OWNER LICENSEIREGISTRATION ROLE:BUSINESS ADDRESS NOT DISCLOSED LICENSE RELATED PARTY ROLE:PRINCIPAL NAME:RODIG,STEVEN LAWRENCE LICENSEIREGISTRATION TYPE:PRINCIPAL PI TO QUALIFIED MANAGER LICENSEIREGiSTRATION ROLE:PRIVATE ADDRESS NOT DISCLOSED INVESTIGATOR RELATED PARTY ROLE:QUALIFIED MANAGER NAME:RODIG,STEVEN LAWRENCE LICENSEIREGISTRATION TYPE:QUALIFIED MANAGER OP ID:MIN CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDffYYY) 05/30/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S). AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: It the certificate holder is an ADDITIONAL INSURED, the poticy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate Holder in lieu of such endorsement(s). O PRODUCER NAME' Michelle Nowell Alliance Mgt.&Insurance Sery ?HONE FAX 355 Via Vera Cruz#7 AI Na..x?I:760-471-7116 Arc,No,: 760 471-9378 CAAgentlSroker LID#07379f E-MAIL S&Mnawell amiscor .corn San lent/Broker CA 92078 PRODUCER __..� p — USTOM RCSIN-1 Michelle A.Nowell cusroMSR is e: INSURERiSi AFFORDING COVERAGE _I.. NAIC# INSURED RCS Investigations& INSURER Acceptance Casualty ins Comp 10349 Consuiting, LLC _ — — PO Box 2979E INSURE B; Anaheim,CA 92809-9798 INSURER C. INSURER Dtl_ �T ENSURER E: ENSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO'CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED_ NOTWITHSTANDING ANY REQUIREMENT..TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE 'POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. .._..,.,ADDL UFJR - _---- '--P(O1bYEFF" I Pduc LTR i R, +TYPE OFINSURANCE I POLICY NUMBER MIQD;'YYYYt MkVDDffYYY1 ' LIMITS L GENERAL LIABILITY ( I EACH OCCURRENCE I S 1,000,00 ---; i DAMAGE TO RENTED '"— A 1 X j COMMERCIAL GENERAL LIABILITY � ! CP009608Z3 ; 06119I2018�0611 912 0 1 9 PRcaaas�s qE,a ocav re�re 5 100.00 CLAIMS-MADE x OCCUR MED EXP(An}one person)_'S ._.. 5,00( X Errors&Omission j PERSONAL&ADV INJURY S 1.000,00 r ! GENERAL AGGREGATE j 5 5,000,00 I XL AGGREGATE LIMIT APPLIES PER' ( ( PRODUCTS-COM T,1OP.AGG I s 1,000,00 POLICY t PRO-JSCT j LOC S I ( COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY E I + S 1,000,00 I ( :{Ea acciden?t A ANY AUTO GP00960$73 06/1912018 06/19/2019 _-._-- _ BODILY INJURY flier person) S a i ._._.... ........__.____. ALL OWNED AUTOS ( BCD€LY INJURY(Per accident)!^S E SCHEDULED AUTOS �—D -- PROPERTY DAMAGE IS i 'PER ACCIDENT) X 1 HIRED AUTOS � s �X I NONwOWN:ED-AUTOS ' UMBRELLA LAB 'OCCUR - EACH OCCURRENCE ;S _------ (��EXCESS LIAB- CLAIMS-MADE: j j AGGREGATE S i _�— !._..... DEDUCTIBLE S RETENTION S S I = WORKERS COMPENSATION I ! - j ' 1 WC STATU- LOTH- AND EMPLOYERS'LIABILITY `TORY LIMITS ER ____,___ YIN ? � I ANY PROPRIETORRIPARTNERJEXECUTIVE - E.L.EACH ACCIDENT s OFFICEfVMEMBER EXCLUDED') N?A 1 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE,5 if es.desixibe Under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1 S A Professional Liab 1 ;CP00960873 ; 06119/2018"06119t'2019 Prof Liab 1.000.00 I I I ESCRIPTIOIN i7F OPERATIONS I LOCATIONS;VEHICLES Attar ACORD 101,Addttionai Remarks SarsedUle.i',more space is regUlredD range County Fire.Auth¢nty.its officers,olfficials employees nd volunT�ersLiarrre additional insured wlth respect to the work petiaormed by the �ax 714_ t�t345 Investigation, CERTIFICATE HOLDER CANCELLATION ORANG-8 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Orange County Fire Authority ACCORDANCE WITH THE POLICY PROVISIONS. Attn:James Aguila 1 Fire Authority Road AUTHORIZED REPRESENTATIVE Digitally signed by Michelle A Irvine,CA92602 Michelle A Nowell Nowell Date:2018.05.3014:28:44-07'00' CO988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD x ,r t Ono �d s 2 PC > .Yy de :. ,�, �is e:•i - F s,., OWN �GY�. 2 _ . w u Orange County Fire Authority RFP No. JA2357 EXHIBIT C: PROJECT APPROACH/SCOPE OF WORK Using the Scope of Work as a guide, provide a narrative describing in detail the approach to be used to conduct the tasks of this project. The narrative should show that the Proposer understands OCFA's needs. Proposer shall, i 1. Provide a brief discussion of their standard project delivery method andfor project management work plan fully describing Proposer's ability to ensure completion of projects within agreed upon schedules i 2. Provide a detailed, step-by-step, written description of the procedures for background investigation services. The description must include, but not necessarily be limited to, background screening step- by-step process, any request and/or authorization requirements, and analysis of results/reports. Explain how the information obtained on the prospective employee is validated. 3. Provide a description of the resources and assistance expected to be provided by the OCFA. 4. Provide a list of project deliverables that your firm will provide to OCFA. 5. Provide a list of proposed recommendations OCFA could use in its current background/reference check process. 6. Provide information on how many complete background checks could be cleared on a daily or weekly basis.What would be the expected turnaround times associated with these services? 7. List any features and benefits that distinguish its service and company from other competitors, clearly stating why its services are best suited to this RFP. What unique capabilities does its organization offer? How does it stay ahead of its competition? 8. Describe if its proposal includes any type of service guarantee if its service levels/commitments are not met. For example, Proposer agrees to a 50%compensation reduction for background checks that are not conducted within specified timeframe. 9. Provide any additional information that will assist OCFA in assessing how the Offeror understands j the services listed and intends to provide the requested services, 22 SECTION V [C] APPROACH RCS Investigations and Consulting currently provides background and administrative investigative services to several police and fire departments in the Southern California area. RCS Investigations has conducted more than 2.000 thousand back 2 ground and administrative investigations for public agencies since 2006, RCS Investigations and Consulting uses a standard approach for conducting all police and fire background investigations as generally defined by the California Commission for Peace Officer Standards and Training. All background investigations [unless designated otherwise by the client] for the Orange County Fire Authority will be conducted using a standard approach along POST guidelines and include: Interviews with the applicant, interviews with personal and professional references, interviews with neighbors, a full vetting out of the applicants Personal History Statement [PHS] and or Background Investigation Questionnaire [BIQ], follow-up interviews when necessary, driving history, local law enforcement checks, education verification, citizenship and age verification, military history/verification, dissolution of marriage verification, employment history checks and social media inquiries. RCS Investigations and Consulting will conduct interviews with employers and personal references respective to the applicant's ability to identify and solve problems, use of illegal drugs, domestic violence, illegal activity, prejudices, ability to team and multi-task, memory retention, communication skills, work ethic, risky behavior, temperament, interpersonal skills. teamwork, dependability, honesty, integrity, sexually harassing behavior, discipline and ability to follow directions. All RCS Investigation and Consulting partners are licensed private investigators through the State of California and are designated as 'Qualified Managers.' RCS Investigations and Consulting are capable of processing a significant number of background investigations at the same time. RCS Investigators will provide work in a satisfactory manner as outlined in the Orange County Fire Authority RFP. RCS Investigators will provide a final work product that includes a summary report, personal history statement; current driver license report; local agency check letters; high school/college diplomas and or transcripts; completed neighbor, employer and personal reference forms;_photographs; public social media information [limited]; prior performance evaluations-, and other relevant materials. RCS Investigations and Consulting has the experience, necessary resources, and the objective to complete an above average work product, which will be submitted in a timely manner. I Additionally, RCS Investigations and Consulting has the capability to complete special request backgrounds in a limited amount of time as designated by the client. Orange County Fire Authority RFP No.JA2357 EXHIBIT D: REFERENCES Describe fully at least three (3) contracts performed by your firm that demonstrate your ability to provide the'services included with the scope of the specifications. Attach additional pages if needed. OCFA reserves the right to contact each of the references listed for additional information regarding their experience with your company, Customer Agency Name G7 Contact Individual &Title `IC)\3 L.L-- E-mail/Telephone number 57— �on C5 P Description of services provided Date of Project Contract amount Customer Agency Name (;o'ntact Individual &Title /vi '01'Roc—ok MVAJ/C 14 E-mailffelephone number 5 o7 evoi IVOZA A (:�-7Y6 F- Description of services provided Da te of Project cv Contract amount LA l Customer Agency Name Akfit)IVODAI 46-)EFh-cJ4 Contact Individual &Title 5, LF MIR E-mail/Telephone number FC4 /,z De.scription of services provided Date of Project Contract amount 2o 23 Orange County Fire Authority RFP No. JA2357 EXHIBIT E: PRICING PAGE PROPOSAL COSTS - The fee information is relevant to a determination of whether the fee is fair and reasonable in light of the services to be provided. This section shall include the proposed costs to provide the services as described in your proposal. Any additional fees outside the scope of the agreement must be approved by the OCFA in writing before commencing services for said fees. Vendor's RFP response must be inclusive of all costs and expenses associated with travel. lodging, and any other incidental j costs. OCFA will not separately reimburse costs not included in the proposal. I Please provide your proposal costs sheet and rates in a separate sealed envelope or upload as the separate "Cost File" in the online bidding system. FEE SCHEDULE — YEAR ONE Pre-employment BackgroundInvestigation Provide the firm fixed fee/cost (all inclusive)to complete each background investigation as described in the scope of work. The estimated quantities are provided only as a basis for the uniform evaluation of proposals and are not to be considered exact Estimated DESCRIPTION Annual Unit Price Extended Total Quantity_ � { Basic Background— as described in Section II: Scope of Work (Executive Management. Administrative Managers. 5 $ 7 C} EMS Other) o !,J/, Safety Background — as described in Section Il: Scope of Work 180 $ � $ (Firefighters, Firefighter trainees, Hand Crew � C n Firefighter, Fire Communications Dispatcher, Pilot) / California POST Background — as described in Section 11: Scope of Work g & ' (Arson Investigator/Peace Officer) "As-needed" Services Worker's Compensation Claim History 1 $ A!/ $ sr.Z _ Consumer Credit Report and Financial Status 1 $ S Legal/Court Actions 1 $ %1 S Total Estimated Annual Cyst. $ �? c �? ✓1 1. Please describe any additional costs that may be applicable in performing these services ►Ck= ca- Ste - 24 Orange County Fire Authority RFP No. JA2357 i I 2. Will you be able to honor the pricing for the initial three year term? If not, please describe how pricing will be structured for years 2 and 3 of the contract? i DESCRIPTION Year Two Year Three Basic Background (Executive Management. Administrative Managers. S / C� S Other) /. Safety Background (Firefighters, Firefighter trainees, Hand Crew $ Firefighter, Fire Communications Dispatcher) California POST Background (Arson Investigator/Peace Officer) "As-needed" Services S S Worker's Compensation Claim History /4 / 5� Consumer Credit Report and Financial Status $ Legal/Court Actions $ S GOVERNMENT I CO-OPERATIV CONTRACT: Is your pricing based on a Government or Co- operative contract? Yes ❑ No If yes, please provide details of which agency and contract the pricing is based on: "PIGGYBACK" CLAUSE. Offeror shall indicate below if they will extend the same prices, terms, and conditions of the proposal to other public agencies. Offeror's response to this question will not be considered in award of contract. When the Offeror extends the prices, terms. and conditions of this proposal to other public agencies, the contract shall be between Offeror and the other agencies, and the Orange County Fire Authority shall bear no responsibility or liability for the contracts. Yes ❑ No)< PAYMENT TERMS: Subsequent to delivery and acceptance of delivery, the supplier must submit an invoice for payment. Invoices can be sent electronically to: apAc ocfa.org. Invoices shall include the Company's Federal Tax ID#, Blanket Order #. quantity & description of the product delivered, the delivery location, date of delivery and price. Payment shall be made within thirty (30) days after receipt of accurate invoice. Invoices are to be submitted in arrears for goods provided. OCFA will endeavor to honor any "prompt payment discounts" when appropriately earned. Payment discounts must be clearly indicated in the bid submission. Payment discount periods shall be computed from the date of receipt of the material/service or correct invoice. whichever is later, to the date OCFA's warrant is mailed. TERM OF OFFER - It is understood and agreed that this offer may not be withdrawn for a period of one hundred eighty days (180) from the Proposal Submittal Deadline, and at no time in case of successful Offeror. 25 Orange County Fire Authority RFP No. JA2357 EXHIBIT F: OFFEROR'S INFORMATION Please complete and/or provide all requested information. If the proposal is submitted by a corporation, please provide an additional attachment that states the names of the officers who can sign an agreement on behalf of the corporation and whether more than one officer must sign. If the proposal if by a partnership or a joint venture, state the names and addresses of all general partners and joint venture parties. If the respondent is a sole proprietorship or another entity that does business under a fictitious name,the proposal shall be in the real name of the respondent with a designation following showing"DBA (the fictitious name)," provided however, that no fictitious name shall be used unless there is a current registration with the Orange County Recorder. ` The undersigned, as respondent, declares that all documents regarding this proposal have been examined and accepted and that, if awarded, will enter into a contract with the Orange County Fire Authority. 4 FIRM'S LEGAL NAME: RC �r � cSTJC7 �T71�Iv 0 LL= (� J3 L FIRM PARENT OR OWNERSHIP: �� _ / O i C rR�>=j C J-{A C-Z ADDRESS: / , 22 l / C�-t ! 2g ?- f .�00 FIRM TELEPHONE#: % /�/ - FIRM FAX#: 7 7' ! / / �J FIRM'S TAX I.D. NUMBER: 20- 566 S INCORPORATED: MA&A NOD LEGAL FORM OF COMPANY: (partnership, corporation,joint venture): f `}' ,d - L LENGTH OF TIME YOUR FIRM HAS BEEN IN BUSINESS: ,/ 2 LENGTH OF TIME AT CURRENT LOCATION: 2 Q 's 9�NUMBER OF EMPLOYEES: fUd/J NUMBER OF CURRENT CLIENTS: "t A6 ff&- Management person responsible for direct contact with the Orange County Fire Authority and service required for this Solicitation. NAME: 3--IE71J�- 1D0i Co TITLE: � Q�7l1t,E TELEPHONE#: /,"7/,y- 296`C-3//6 E-MAIL: Person responsible for the day-to-day servicing of the account. NAME: /Q�}f Q,� Q LC TITLE: 4 TELEPHONE#: 71 / / " E-MAIL: �t} D /'C�.S /U �i JAL `�46 e Will your firm be utilizing any subcontractors for this contract? YES NOD If yes„ please include an attachment with the details including:firm/individual's name, address,telephone, and contact. Provide details for all subcontracts that will be utilized in this contract. 26 LIST OF SUB-CONTRACTORS [SUBJECT TO CHANGE AT ANY TIME-] Sub-contractors can be reached through 714-779-2300 or at P.O. Box 29798 Anaheim, California, 92,809-9798. The following sub-contractors may or may not be used for Orange County Fire Authority backgrounds: I) J. Brakebill 2) L. Clark 3) D. Coovert 4) C_ Melberg 5) C. O'Connor 6) S. Sain 7) S. Whalen 8) P. McCurry 9) D. Camou 10)B. Brown 11)D. Hill 12)J. Travis 13)M. Miller 14)T. Miller 15)D. Klein 16)R. Raulston 17)J. Travis 18)M. Yokoyama 19)S. May 20)K. Schuler 2 1)D. Baldwin 22)R. Estrada 23)M. Fernandez 24)R. Quezada 25)R. Reinhardt 26)C. Meza 27)D. Rondou 28)C. Bright 29)R. Myers Orange County Fire Authority RFP No. JA2357 EXHIBIT G: CERTIFICATION OF PROPOSAL In responding to RFP JA2357 Pre-employment Background Investigative Services, the undersigned Offeror(s) agrees to provide services to OCFA per the scope of services. Offeror further agrees to the terms and conditions specified herein, the following terms and conditions that are a part of this proposal, and the resulting Professional Services Agreement. If there are any exceations to or deviations from , th& terms of the Professional Services Acreement (Exhibit A they must be stated in an i attachment included with the offer. Where Offeror wishes to propose alternatives to the Authority's contractual requirements, these should be thoroughly explained. While exceptions will be considered, OCFA reserves the right to determine that an offer is non-responsive based upon any exceptions taken, OCFA's governing body reserves the right to deny any material exceptions to the contract. If no contractual exceptions are noted, Offeror will be deemed to have accepted the form of the contract requirements set forth in Exhibit J. I A. The Offeror hereby certifies that the individual signing the submittal is an authorized agent for the Offeror and has the authority to legally bind the Offeror to the Contract. Signature below verifies that the Offeror has read, understands, and agrees to the conditions contained herein and on all of the attachments and agenda. ;B. The submission of the offer did not involve collusion or other anti-competitive practices. 'C. The Offeror has not given, offered to give, nor intends to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip,favor, meal or service to a public servant in connection with the submitted offer. D. The Offeror has submitted the Party, Participant (Agent) Disclosure Form if applicable. 'E. The Offeror shall not discriminate against any employee or applicant for employment in violation of Federal or State law. f. The Offeror complies fully with the Federal Debarment Certification regarding debarment suspension, ineligibility and voluntary exclusion. Independent Price Determination: I certify that this offer is made without prior understanding, arrangement, agreement, or connection with any corporation, firm or person submitting an offer for the same services, and is in all respects fair and without collusion or fraud. I certify that I have not entered into any arrangement or agreement with any Orange County Fire Authority public officer. I understand collusive bidding is a violation of State and Federal law and can result in fines, prison sentences, and civil damage awards. I agree to abide by all conditions of this offer and certify that I am authorized to sign this agreement for the Offeror. To the Orange County Fire Authority: The Undersigned hereby offers and shall furnish the services in compliance with all terms, scope of work, conditions, specifications, and amendments in the solicitation which is incorporated by reference as fully set forth herein. The representations herein are made under penalty off'perjury. NAME OF FIRM: R C,,S `J� - 1`� 1 "T7L f�- `-t) ll� f� -/_i C_ ADDRESS: / �� J ca CITY: /`�''/'% ` ,�?� STATE: ZIP CODE: l 2,S>O 2 y- 77� PRINTED NAME: 4& ' 1 lca TITLE: Ij , SIGNATURE OF PERSON AUTHORIZED TO SIGN: DATE: Q I 27 Orange County Fire Authority RFP No. JA2357 EXHIBIT H: PARTY AND PARTICIPANT DISCLOSURE FORMS Campaign Contributions Disclosure; In conformance with the statutory requirements of the State of California Government Code Section 84308, part of the Political Reform Act and Title 2, California Code of Regulations 18438 through 18438.8, regarding campaign contributions to members of appointed Boards of Directors, Offeror is required to complete the attached Party and Participant Disclosure Forms and submit as part of the proposal, if applicable. Offeror is required to submit only one copy of the completed form(s) as part of its proposal. This/these form(s) should be included in the original solicitation. The Offeror and subcontractors must complete the form entitled"Party Disclosure Form". Lobbyists or agents representing the Offeror in this procurement must complete the form entitled "Participant Disclosure Form". Reporting of campaign contributions is a requirement from the proposed submittal date up and until the OCFA Board of Directors takes action. ORANGE COUNTY FIRE AUTHORITY BOARD OF DIRECTORS Joseph Muller, Chair Shelley Hasselbrink, Vice Chair City of Dana Point City of Los Alamitos David Harrington, Director Elizabeth Swift, Director City of Aliso Viejo City of Buena Park Rob Johnson, Director Michele Steggell, Director City of Cypress City of La Palma Sandy Rains, Director Don Sedgwick, Director City of Laguna Niguel City of Laguna Hills Noel Hatch, Director Neeki Moatazedi, Director City of Laguna Woods City of Lake Forest Ed Sachs, Director Carol Gamble, Director City of Mission Viejo City of Rancho Santa Margarita Steve Swartz, Director Sergio Farias, Director I City of San Clemente City of San Juan Capistrano Juan Villegas, Director Ellery Deaton, Director City of Santa Ana City of Seal Beach David John Shawver, Director Letitia Clark, Director City of Stanton City of Tustin Vince Rossini, Director Tri Ta, Director City of Villa Park City of Westminster Gene Hernandez, Chairman Lisa Bartlett, Director City of Yorba Linda County of Orange Vacant, Director County of Orange 28 Orange County Fire Authority RFP No. JA2357 PARTY DISCLOSURE The attached Party Disclosure Form must be completed and submitted by the Offeror and subcontractors with the proposal by all firms subject to the campaign contribution disclosure requirements stated in Section VI this solicitation, It is anticipated that a recommendation for award of this contract will be presented to the Board of Directors of OCFA for approval. (Please see next page for definitions of these terms.) IMPORTANT NOTICE Basic Provisions of Government Code Section 84308 A. If you are an applicant for, or the subject of, any contract award, you are prohibited from making a campaign contribution of more than$250 to any board member or his or her alternate. This prohibition begins on the date the solicitation is initiated, and the prohibition ends three months after a final decision is rendered by the Board of Directors. In addition, no board member or alternate may solicit or accept a campaign contribution of more than $250 from you during this period. B. These prohibitions also apply to your agents, and, if you are a closely held corporation, to your majority shareholder as well. These prohibitions also apply to your subcontractor(s), joint venturer(s), and partner(s) in this proceeding. Also included are parent companies and subsidiary companies directed and controlled by you, and political action committees directed and controlled by you. C. You must file the attached disclosure form and disclose whether you or your agent(s)have in the aggregate contributed more than$250 to any board member or his or her alternate during the 12-month period preceding the contract award. D. If you or your agent have in the aggregate contributed more than $250 to any individual board member or his/or her alternate during the 12 months preceding the decision on the contract award or proceeding, that board member or alternate must disqualify himself or herself from the decision. However, disqualification is not required if the board member or alternate returns the campaign contribution within 30 days from the time the director knows, or should have known, about f both the contribution and the fact that you are a party in the proceeding. The Party Disclosure Form j should be completed and filed with your proposal, or with the first written document you file or submit I after the proceeding commences. 1. A proceeding involving "a license; permit, or other entitlement for use" includes all business, professional, trade and land use licenses and permits, and all other entitlements' for use, including all entitlements for land use, all contracts2 (other than competitively bid, labor or personal employment contracts), and all franchises. 2. Your "agent" is someone who represents you in connection with a proceeding involving a license, permit or other entitlement for use. If an individual acting as an agent is also acting in his or her capacity as an employee or member of a law, architectural, engineering, consulting firm, or similar business entity, both the business entity and the individual are "agents." 3. To determine whether a campaign contribution of more than $250 has been made by you, campaign contributions made by you within the preceding 12 months must be aggregated with those made by your agent within the preceding 12 months or the period of the agency, whichever is shorter. Contributions made by your majority shareholder (if a closely held corporation), your subcontractor(s), your joint venturer(s), and your partner(s)in this proceeding must also be included as part of the aggregation. Campaign contributions made to different directors or their alternates are not aggregated. This notice summarizes the major requirements of Government Code Section 84308 of the Political Reform Act and 2 Cal. Adm. Code Sections 18438-18438.8 as it relates to contract awards. 'Entitlement for the purposes of this form refers to contract award_z Att Contracts for the purposes of this form refer to the contract award of this specific solicitation. 29 Orange County Fire Authority RFP No.JA2357 PARTY DISCLOSURE FORM .5-r7 '7 -r7 4�'6 LLB,C)A)-S 04 Party's Name: K4 D C 44M Part YS Address: —R L 3&2c c:9 Party's TelOphone: 4 Solicitation Title and Number: Based on the party disclosure information provided, are you or your firm subject to party disclosures? No If no, check the box and sign below. Yes F-1 If yes, check t box, sign below and complete the for/ Date: 9 Signature of 5&rty and/or Agent To be completed only if campaign contributions have been made in the preceding twelve (12) months. Attach additional copies if needed Board Member(s) to whom you and/or your agent made campaign contributions and dates of contribution(s) in the preceding 12 months: Name of Member: Name of Contributor(if other than Party): Date(s): Ambunt(s): Narhe of Member: Name of Contributor (if other than Party): Datb(s): Amount(s): 30 Orange County Fire Authority RFP No.JA2357 I PARTICIPANT (AGENT) DISCLOSURE The Participant Disclosure Form must be completed by lobbyists or agents representing the Offeror in this procurement. It is anticipated that a recommendation for award of this contract will be presented to the Board of Directors of OCFA for approval. IMPORTANT NOTICE Basic Provisions of Government Code Section 84308 A. If you are a participant in a proceeding involving any contract award, you are prohibited from making a campaign contribution of more than $250 to any board member or his or her alternate. This prohibition begins on the date you begin to actively support or oppose an application for contract award j pending before OCFA or any of its affiliated agencies, and continues until three months after a final decision is rendered on the application or proceeding by the Board of Directors. No board member or alternate may solicit or accept a campaign contribution of more than$250 from you and/or your agency during this period if the board member or alternate knows or has reason to know that you are a participant. B. The attached disclosure form must be filed if you or your agent has contributed more than$250 to any board member or alternate for OCFA or any of its affiliated agencies during the 12-month period preceding the beginning of your active support or opposition (The disclosure form will assist the board members in complying with the law). C. If you or your agent have made a contribution of more than $250 to any board member or alternate during the 12 months preceding the decision in the proceeding, that board member or alternate must i disqualify himself or herself from the decision. However, disqualification is not required if the member or alternate returns the campaign contribution within 30 days from the time the director knows, or should have known,about both the contribution and the fact that you are a participant in the proceeding The Participant Disclosure Form should be completed and filed with the proposal submitted by a party, or should be completed and filed the first time that you lobby in person, testify in person before, or otherwise directly act to influence the vote of the board members of OCFA or any of its affiliated agencies. 1. An individual or entity is a"participant" in a proceeding involving an application for a license, permit or other entitlement for use if: a. The individual or entity is not an actual party to the proceeding, but does have a significant financial interest in the Authority's or one of its affiliated agencies'decisions in the proceeding; AND b. The individual or entity, directly or through an agent, does any of the following: i. Communicates directly, either in person or in writing, with a board member or alternate of OCFA or any of its affiliated agencies for the purpose of influencing the member's vote on the proposal; ii_ Communicates with an employee of OCFA or any of its affiliated agencies for the purpose of influencing a member's vote on the proposal; or iii. Testifies or makes an oral statement before the Board of Directors of OCFA or any of its affiliated agencies. 2., A proceeding involving "a license, permit, or other entitlement for use" includes all business, professional, trade and land use licenses and permits, and all other entitlements for use, including all entitlements for land use; all contracts (other than competitively bid, labor, or personal employment contracts)and all franchises. 3. Your "agent" is someone who represents you in connection with a proceeding for this proposed involving a contract award. If an agent acting as an employee or member of a law, architectural, engineering, or consulting firm, or a similar business entity or corporation, both the business entity or corporation and the individual are agents. 4 To determine whether a campaign contribution of more than $250 has been made by a participant or his or her agent, contributions made by the participant within the preceding 12 months shall be aggregated with those made by the agent within the preceding 12 months or the period of the agency, whichever is shorter. Campaign contributions made to different members or alternates are not aggregated. This notice summarizes the major requirements of Government Code Section 84308 and 2 Cal.Adm.Code Sections 18438-1 8438.8 31 r Orange County Fire Authority RFP No. JA2357 PARTICIPANT (AGENT), DISCLOSURE FORM Prime's Firm Cb 047A/6 G(-._ 'C Name: 6;: 9c,0,,r 6+ArJ /i7t 1 W 10,44g) i CWA - Vel I Party's / c c� ��41 Name: a 1 Party's Address: i I Telephone: Solicitation Title and Number: t�;-7 13 i 1 Based on the participant disclosure information provided, are you or your firm subject to participant disclose es? No if no, check the box and sign below. Yes ® If yes check the Ox, sign below and complete the for Date: � ' -'�Ic9 Signature of Party and/or Agent To ibe completed only if campaign contributions have been made in the preceding twelve (12) months. Attach additional copies if needed. Board Member(s)to whom you and/or your agent made campaign contributions and dates of contributions) in the preceding 12 months: Name of Member: Name of Contributor(if other than Party): Date(s): Amount(s): Name of Member: Naive of Contributor(if other than Party): Date(s): _ Amount(s): w 32 rnrr 9 Request for Taxpayer Give Form to the Aev-NovernLtier?+, ;, identification dumber and Certification requester.Do not Deparmierit or re Tteasui, send to the IRS. iwerrd'..Ap m—,,i a ger..cr ►Cho to WYNWms-pov/FolRiW9 for instructions anti the Infest information 1 Nanee ieo yr�,xn,, ay.: n wnm tax rutwn Nave-s r rxrea'._r• , _ �a:-r it. n RCS INVESTIGATIONS AND CONSULTING LLC Z Bus.ress r3r'ei dr�r",riwl +tit tv d rr .'.,."eranr•rrrr Ac.. o — 3 Check app-Ufk'-aie aye to?owrai*zx cia.,sercat"*at'ne=�sm�r,,ce name+s antalea anrr `t+a t 4 E.«mpTlc s itxtles 3p i,�r71y t 1T 1olWw.rg 5E4A^UOxpb 11:1t anaNirw'1S.we patl.e-,_ k _ ir.Or�,ava,ap,e Fr�1>W'Otg,,>• aLa a`'C _.-. 5 s.nth:r a':u• %'9rt ngTM1'°'G _ �r�gl.es"We 44 )rnQI&-fT,erllUef LL4• i F.C�Df G.11�:i'�oe�'anti•: « J- >_mr,e>d cao,.:,.,. wm, Et.tei tt,'.e.:.ias.r C_sr�a ac1-a nn e^rp.^.rat:;. ar.-Y.rv.;„► F o i Nob.r',m.the app op-iata nc. ^. -sna. r dt we r. : e i c,t a r,CaTw' +C -. n a sir tyt.1r:-K+cr re' ..i ;j-.Iri,Yn FA i:.A I&[N)n1".'� O C i,.LC>i fry-Li-,"s c cssihntr as a aen�lt-nx rsr'_LC that.s a.sreKjar,]ee i-�r .ne o'rner ;has;m.,,)w.+el i v.n•rt•r ..0 Mat,s not.r,sw raoa'ron tr«,,:.vr. .tEu i 4�30e tan, d u � er, y 5 •efle`a71 to Uurtw:.w� ti7inc+w,se a a-gle�Tsrr trc �LG t.at, s diSrByardaa tram-t,c.*ner 5r,,,ic r:ecs•r,«oOprpr�:aid(ini t:r 11mp'4$ 1S nwnyr u ,t"er tbve nstrucnnnti,♦ .�.:.:,: . ,�,.:bn .... 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CA 92809-9198 7 L51 3CC9.,n• Taxpayer Identification Number(TIN) Enter your TIN sn the appfopr ate oex The TIN prr;ti.aed must t a1Cr the na,tt giver.or fine 1 to avola 5oeiaa a�rixeq numribar bacieup Wrth 1oid.rTg.For rtd1�16ua:S tr+s,S geher3.ty yOut SOt:ar 5e£urity humtre +'S5Ni.NO aevrr 'Of a reslctent pier sole proprietor or dlsregaraed ent.t� see tria instructors for Part 1,later For other entitles,it is-your employer identification ournner lERit. it'r•o,.do rto*nrtve a ru mber see HOW t^ge.a TIN. later or Note:N the accourr,is in more than one Name see the mst-Orttons for tine t A;so see Vrna'r,rtir.it a-:o idflit/f/Q,aaafl number umber To Give the Reouesfer for gulae.ines on whose number to enter I/ tt � '`r Y' r _F 1 t j Certification _ llrtder penaitiias Of per,t.ra i rert ty that.. 1 Trip number shown on this roar is my aonect taxo&,,or,denvfjcatan rumrip-is a�wawng for a^,rune to oe(asucu to rnel.an€j 2 :air not subgoct to backup wlthhold,ng oecau se 1,11 1 am r+xempt lrnrrl back..p W thrl0iofr9.Of rt+1 rave not been notifies cry the Irterral Raven it Service i1RS)that I arr subject to GaCicup with,,,old:zq as a result at a tadU'e t0'emn a .merest or ci,ttoenas or?ci the IRS has not't.ed me that I arr ra longer subject tD baCkup w thholoirg,a,IG 3.1 art a U.S.citizen Of other U S person iasi,ned below art 3 The FATCA coae?si entered on this form Ill any; na rat,.hg trot I am,exempt iron f A ICA reporting,s cored Certific>atmn instructions.Yt)f,ntus'GrOaS WI,tern ac ve W nave been not ttec by the:RS that v,OL are ct.rrer*iy S iolect io backua wtt+hola ng because you have faded to report all interest and brrrioeros or vour tax retum. 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An ono Ad"al or entity IForm W 9 reouesje.r;afro is fo-o tred z 1.I?an •'Orn l M(home n10r19agea 'rtere5t) 1099-E(student oar -tees., lrfofmatior,return with the iRS must cviain your cor,ecl taxpaye, 1.098-?itu,trorp identification rumber(TIN)Wnich may be your social secut;ty(lumber -*arm 1099-�;icance:iea ueots ISSN),ina.vtduat taxpayer ident'ficatior^nurlber(11IN, aaopt,cn -Forr^ *099-A(acquisition or abanoormtart ci se;?c.:rea prope,-I taxpayer tdentiticattor,number iATINj,or employer denliticatteon^timrler I&NI.to report or;ar.Information return the ar)our:t pa+d to you �r other Use Fo Pi 9 onip it yuu are a U.S oeison(including a restoent amOU111 r<giorrable On an lntorrrlattein retur-, E%amue,ui r7 wn-latlur alien).t;provide your correct'•'Irv. returrs utciude,but are not Ilmitea'.c.the fallovnr,q If y,,,Jtr VW return Form W-g ro rite req esrer witn a 11P1, ecru migvtt -Form eir 1099-INT +rtest earned or pa.dl oe su4pocf ry backup wirr•n•-i'atng See What y backup wettlhuiduiy, are, Cal hr 0?3'x i�ormW•9 SECTION V [E] INVESTIGATIVE SERVICE PROPOSAL FOR THE ORANGE COUNTY FIRE AUTHORITY March 20, 2019 RCS Investigations and Consulting LLC is submitting a proposal to the Orange County Fire Authority for professional services relating to background investigations, consulting and administrative investigations. Our mission is to provide our clients with quality investigative and consulting services. RCS Investigations will provide a confidential and ethical work product, which will be completed in a timely manner. RCS Investigators will provide the client with an impartial and comprehensive written report regarding the requested work as defined in the "Request for Proposal" issued by the Orange County Fire Authority. RCS Investigations and Consulting will complete background investigations in 60 days and will provide a partner from the firm [Steve Rodig] to serve as a primary point of contact, participate in meetings and engage in other requested services as needed. RCS Investigations and Consulting will complete all administrative investigations in a timely manner. RCS investigations and Consulting promises to provide all services in a timely and professional manner, and in compliance with applicable Federal, State and local laws, as well as in a workmanlike manner according to the standards and ethics of the industry as established by the California Secretary of State, Department of Consumer Affairs, Bureau of Investigative Services. RCS Investigations and Consulting will charge a flat rate $1,575 for sworn firefighter background investigations and a flat rate of S 1,5 75 for non-sworn background investigations. There will be no travel costs billed to the client for work conducted in the Southern California area, unless pre-approved. Any incidental travel costs outside of the Southern California area shall be pre-approved by the client. 1 Additionally, in the event a background investigation is discontinued at the request of the Orange County Fire Authority, the client will only be charged for time worked and not the full flat rate as defined in the proposal. All RCS Investigation and Consulting Partners are licensed Private Investigators through the State of California. 2 Conditions: The following OCFA standard work order conditions are always applicable, and the following work order conditions are also applicable when this order provides for performance of any work. Whenever used herein "OCFA" shall mean the Orange County Fire Authority, Orange County, California. STANDARD CONDITIONS 1. Law: This contract is governed by the laws of the state of 6. Infringement: SELLER shall indemnify and defend OCFA, at SELLER'S California. The provisions of the Uniform Commercial Code shall apply expense against all claims, demands, suits, liability and expense on except as otherwise set forth in this contract. account of alleged infringement of any patent, copyright or trademark, resulting from or arising in connection with the manufacture, sale, normal 2. Contract: This order, when accepted by SELLER either in writing or use or other normal disposition of any article or material furnished by the shipment of any article or other commencement of performance hereunder. hereunder, constitutes the entire contract between SELLER and the OCFA: no exceptions, alternates, substitutes or revisions are valid or binding 7. Assignment: Neither this order nor any claim against OCFA arising on the OCFA unless authorized by the OCFA in writing. If any conditions directly or indirectly out of or in connection with this order shall be conflict with the provisions of the written agreement, the provisions of assignable by SELLER or by operation of law, nor shall SELLER subcontract the written agreement shall govern. any obligations hereunder, without OCFA's prior written consent. 3. Delivery: Time of delivery is the essence of this contract. The 8. Default: If SELLER or any subcontractor breaches any provision OCFA reserves the right to refuse any goods and to cancel all or any part hereof, or becomes insolvent, enters bankruptcy, receivership or other of the goods not conforming to the applicable specifications, drawings, like proceeding (voluntarily or involuntarily) or makes assignment for samples or descriptions. Acceptance of any part of the order shall not the benefit of creditors, OCFA shall have the right, in addition to any bind OCFA to accept future shipments, nor deprive it of the right to other rights it may have hereunder or by law, to terminate this order by return goods already accepted, at SELLER'S expense. Overshipment and giving SELLER written notice; whereupon (a) OCFA shall be relieved of all undershipment shall be only as agreed to by OCFA. further obligation hereunder, except to pay the reasonable value of SELLER'S prior performance, but not more than the contracted price, and 4. Risk of loss: Delivery shall not be deemed to be complete until (b) OCFA may procure the articles or services from other sources and may goods have been actually received and accepted by OCFA. Payment shall be deduct from unpaid balance due the vendor or may collect against the bond made after satisfactory acceptance of shipments by OCFA. or surety, or may invoice the vendor for excess cost so paid. The price paid by OCFA shall be considered prevailing market price at the time such 5. Warranty: SELLER expressly warrants that the goods covered by this purchase is made. order are free of liens, of merchantable quality and satisfactory and safe 9. Labor Disputes• Whenever any actual or potential labor dispute for consumer use. Acceptance of this order shall constitute an agreement upon SELLER'S part to indemnify and hold harmless from liability, loss, delays or threatens to delay the timely performance of this order, SELLER damage and expense, including reasonable counsel fees, uncured or shall immediately give written notice thereof to OCFA. sustained by OCFA by reason of the failure of the goods to conform to such warranties, faulty work performance, negligent or unlawful acts, and non- 10. Non-Discrimination: In the performance of the terms of any compliance with any applicable local, State or Federal codes, ordinances, contract resulting from this order, SELLER agrees that he will not engage orders, or statutes including the Occupational Safety and Health Act nor permit such subcontractors where applicable as he may employ, to (OSHA) and the California Industrial Safety Act. Such remedies shall be engage in discrimination in the employment of persons because of race, in addition to any other remedies provided by law. Contractor represents color, sex, age, disability, national origin or ancestry, or religion of and warrants that the equipment provided under this agreement is designed such person. to be used prior to, during, and after the calendar year 2000. The equipment provided will correctly differentiate between years that end in 11. Termination: OCFA reserves the right to terminate this contract the same two digits, and will accurately process date/time data without penalty with cause immediately or without cause after 30 days (including, but not limited to, calculating, comparing, and sequencing) written notice unless otherwise specified. from, into, and between the 20`" and 21" centuries. 12. Taxes: Unless otherwise provided herein or by law, price quoted does not include California State sales or use tax. WORK ORDER CONDITIONS 13. Performance: SELLER shall perform all work diligently, carefully, to any or all employees at the worksite OCFA is hereby authorized to order and in a good and worklike manner, shall furnish all labor, supervision, the immediate abatement of that actual or threatened condition pursuant to machinery, equipment, materials and supplies necessary therefor, shall this section. OCFA may also, at its sole authority and discretion, issue obtain and maintain all building and other permits and licenses required an immediate stop work order to Contractor to ensure that no employee by Public authorities in connection with performance of the work, and if working at the worksite is exposed to a dangerous or hazardous condition. permitted to subcontract, shall be fully responsible for all work Any stop work order issued by OCFA to Contractor in accordance with the performed by subcontractors. SELLER shall conduct all operations in provisions of this Section shall not give rise to any claim or cause of SELLER'S own name and as independent contractor, and not in the name of, action for delay damages by Contractor or Contractor's agents or or as an agent of OCFA. subcontractors against OCFA. 14. Indemnification: seller agrees to indemnify and hold harmless 16. Insurance: SELLER shall maintain in full force during the term of OCFA, its officers, employees and agents from any claims, demands or this contract the following insurance and limits not less than those liability for injury to any persons or property, including contractor, its specified (a) Worker's Compensation and Employers' Liability complying officers, employees or agents, OCFA, its officers, employees agents or with any statutory requirements; (b) Comprehensive General Liability other persons arising out of or resulting from SELLER'S performance under Insurance including a broad form Property Damage endorsement with a this contract, unless such injury is caused by the sole negligence or $1,000,000 combined single limit each occurrence; (c) Comprehensive Auto concurrent active negligence of OCFA, its officers, employees or agents. Liability (including the owned, nonowned and hired automobile hazards) If SELLER'S negligence combines with OCFA'S negligence to cause injury, with a $1,000,000 combined single limit each occurrence; (d) Contractual the parties agree that liability will be apportioned as determined by a Liability with $1,000,000 combined single limit each occurrence. If OCFA court of competent jurisdiction. Neither party shall request a jury so desires, these limits may be increased or decreased. apportionment. 17. Bill and Liens: SELLER shall pay promptly all indebtedness for is. Safety/Liability Language: In connection with the performance labor, materials and equipment used in performance of the work. SELLER of this contract, OCFA shall have the authority to enter the worksite at shall not permit any lien or charge to attach to the work or the premises; any time for the purpose of identifying the existence of conditions, but if any does so attach, SELLER shall promptly procure its release and either actual or threatened, that may present a danger or hazard to any indemnify OCFA against all damages and expense incident thereto. and all employees. Contractor agrees that OCFA, in its sole authority and discretion, may order the immediate abatement of any and all conditions is. Bonds: If OCFA so desires, SELLER shall provide payment and that may present an actual or threatened danger or hazard to any and all performance bonds as required. employees at the worksite. 19. Changes: SELLER shall make no changes in the work or perform any Contractor acknowledges the provisions of Section 6400 of the Labor Code, additional work without OCFA'S specific written approval. which requires that employers shall furnish employment and a place of employment that is safe and healthful for all employees working therein. In the event OCFA identifies the existence of any condition that presents an actual or threatened danger or hazard