REQUEST FOR PROPOSAL

FOR
SECURITY GUARD SERVICES

City of Arcadia Proposal Issue Date: April 18, 2023

Department of Library and Museum Services Written Questions Due: May 2, 2023
20 W. Duarte Road Proposals Due: May 16, 2023
Arcadia, CA 91006

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 CITY OF ARCADIA
REQUEST FOR PROPOSAL
LIBRARY SECURITY GUARD SERVICES

GENERAL INFORMATION

OBJECTIVE:
The City of Arcadia Department of Library and Museum Services is requesting proposals from qualified and
interested companies for the provision of unarmed security guard services at the Arcadia Public Library for a
total of approximately 3,100 hours per year as outlined below. Services should begin on July 1, 2023, and
continue for a period of three (3) years until June 30, 2026, with an option to renew on a year-by-year basis
for a maximum of three (3) one (1) year renewals.

BACKGROUND:
Nestled in the foothills of the San Gabriel Mountains, Arcadia is an 11.38 square mile community with a
population of just over 56,000. Founded in 1913, the Arcadia Public Library currently operates a single 48,000
square foot facility at 20 W. Duarte Road in Arcadia, California. Over 500,000 patrons visit the library each
year. The building is located across from Arcadia High School and walking distance from two middle schools.
In addition, the Library offers programs for children, teens, and adults throughout the day and evenings.

SCOPE OF SERVICES/PROPOSER RESPONSIBILITIES:

The City of Arcadia, Department of Library and Museum Services is currently seeking a vendor to provide
security services.

The selected proposer must provide the following services, but not be limited to:

1. Vendor shall provide non-sworn, unarmed, uniformed security guard services for the City of Arcadia
at the Arcadia Public Library for a total of 3, 100 hours per year as described in “Schedule of Services”
below.
2. Vendor shall provide and supervise security guards who have passed pre-employment drug-
screening and background checks; and who have the mental and physical qualifications, experience
and training needed to successfully perform their assigned duties. The vendor is responsible for
ensuring that security guards have a clear understanding of performance standards, as well as both
required and prohibited activities.
3. The Security Guard's main responsibility will be to maintain a quiet and orderly atmosphere for all
library patrons.
4. Security Guard(s) shall not be permitted to carry a weapon of any type.
5. Security Guard must be of a temperament to work and communicate with adults, teens, and children
of all ages and be capable of controlling a crowd in all circumstances.
6. Security Guards will be required to use a two-way radio while on duty.
7. Security Guard shall be dressed in uniform with appropriate emblems and/or badges identifying
his/her occupation and company.
8. Services shall begin on July 1, 2023, and continue for a period of three (3) years until June 30, 2026,
with an option to renew on a year-by-year basis for a maximum of three (3) one (1) year renewals as
mutually agreed upon. In the event the Vendor does not wish to renew this agreement, Vendor must

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 provide at least thirty (30) days written notice to the City of Arcadia prior to June 30 of any year this
agreement is in effect.
9. The Vendor shall provide guard services without interruptions. Whenever possible, the same guard(s)
shall provide the services daily. In the case of interruptions in service, including, but not limited to,
absenteeism, the Vendor must provide a replacement in a reasonable amount of time that will cover
agreed-upon Library hours. Additionally, the Vendor must notify the Library immediately upon
receiving a tardy notice from the scheduled guard(s).
10. The Security Guard will check-in and check-out with Library staff, logging the arrival and departure
time on a daily basis.
11. The Security Guard’s break times shall be agreed upon by the Security Guard and Library personnel,
and the Security Guard will be responsible for communicating when a break starts and ends.
12. The City of Arcadia will not be responsible for any insurance for any Security Guard provided. The
City of Arcadia will not be liable for injuries sustained by and Security Guard provided by Vendor
while on duty on City of Arcadia property.
PERFORMANCE AND REPORTING REQUIREMENTS:
Selected Proposer agrees to continue to perform all services and meet all requirements described in the
Professional Services Agreement including, but not limited to, Work to be Performed, during the Initial Term
and any subsequent Option Terms thereafter. Proposer will be required to fill out a daily log of start and end
times as well as submit quarterly reports describing work performed, work status, work progress, difficulties
encountered, remedial actions taken, and performance complaints and violations reported within thirty (30)
business days following the last business day of the end of each calendar quarter. Performance complaints
and violations include, but are not limited to, the following:
i. No-show rate/No backfill
ii. Missed guard shifts
iii. Customers’, patrons’, and City of Arcadia and the Arcadia Public Library and its on-site liaison
personnel complaints
iv. Violations of policies, procedures, and performance requirements
v. Violations of uniform dress, appearance standards, and proper identification.
If selected Proposer fails to maintain a satisfactory Performance Threshold of a least 95% during any calendar
quarter and the Proposer does not correct said violations in a reasonable time as set forth in the Professional
Services Agreement, the City of Arcadia and the Arcadia Public Library will be entitled to liquidated damages in
addition to any other rights or remedies that the City of Arcadia and the Arcadia Public Library may have under
the Professional Services Agreement, including termination for cause.

Background checks: Selected Proposer will conduct personal background checks on all personnel before they
are assigned work under the Professional Services Agreement. Background checks must include fingerprinting.
The City of Arcadia and the Arcadia Public Library reserve the right to review all background checks and to
conduct security clearances on all personnel assigned. The City of Arcadia and the Arcadia Public Library may
verify each license and obtain a complaint history of the successful Proposer from the Department of
Consumer Affairs, Bureau of Collection, and Investigative Services.

License and Permits: Selected Proposers and Proposers’ agents and employees shall possess all licenses,
registrations, and permits required by the California Department of Consumer Affairs, Bureau of Collection

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and Investigative Services. Such licenses and permits are to be presented to the City of Arcadia and the
Arcadia Public Library on demand and include Private Patrol Operator’s License, and Guard Registration Card.

Insurance and Bond Requirements: Selected Proposer will be required to provide proof of insurance coverage
for Commercial General Liability, Workers Compensation, Public Liability, and Employer’s Liability pursuant to
the insurance requirements and policy limits specified in the Professional Services Agreement. Insurance
requirements may be increased or adjusted as determined by the work to be performed and at the sole
discretion of the City of Arcadia and the Arcadia Public Library. In addition, selected Proposer’s personnel must
be covered under the employee fidelity bond with a limit of at least $1,000,000.00.

Subcontracting: Selected Proposer shall not subcontract services provided under the Professional Services
Agreement unless the City of Arcadia and the Arcadia Public Library agrees to subcontracting in writing and
executed in the same manner as the Professional Services Agreement.

The City of Arcadia and the Arcadia Public Library reserve the right to reject any and all proposals, in whole or
in part, as well as the right to issue similar requests for proposals in the future. This RFP is in no way an
agreement, obligation, or contract and in no way is the City of Arcadia and the Arcadia Public Library
responsible for the cost of preparation or any expenses incurred in responding to this RFP. One copy of the
submitted proposal will be retained for official files and becomes a public record.
SCHEDULE OF SERVICES:
Consultant shall provide unarmed security guard services as follows:
Regular Hours
Monday – Thursday 10 a.m. – 9 p.m.
Friday 10 a.m. – 6 p.m.
Saturday 10 a.m. – 6 p.m.

Library holidays and closures are detailed in Exhibit D of the sample Professional Services Agreement.

TERM OF CONTRACT:
The Vendor will provide a total of approximately 3,100 hours per year of security services. Services should
begin on July 1, 2023, and continue for a period of three (3) years until June 30, 2026, with an option to renew
on a year-by-year basis for a maximum of three (3) one (1) year renewals.

CITY’S RESPONSIBILITIES:
The City and Arcadia Public Library will provide site-specific training and guidance to the contractor as needed,
as well as provide notice of holidays, dates the Library will be closed, or any changes to Library hours.

COMPENSATION AND PAYMENT TERMS:

The estimated annual cost for services will be up to or less than $93,600. If selected, the Proposer’s
compensation will be the hourly billing rates set forth on the Proposer’s Cost/Fee Proposal. Hourly billing
rates will be flat rates which include all wages, benefits, allowances, differentials, and are billable for time
worked. Proposer will be required to comply with all wage laws, labor code laws, and California meal and rest
break laws for the personnel classification type. Cost/Fees should be included separately in the proposal.
Proposers are to list hourly rates for service. Hourly rates should include all clerical support, materials fees,
overhead, profits, and other costs and/or expenses incidental to the performance of the specified
requirements under the Professional Services Agreement.
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Staff Coverage and Holidays: The average work shift on a business day may consist of eight (8) to twelve (12)
hours.

Holidays are as follows:

½ Day for New Year’s Eve
New Year’s Day
Martin Luther King Jr. Day
President’s Day
Memorial Day
Independence Day
Labor Day
Veteran’s Day
Thanksgiving Day
Day After Thanksgiving Day
½ Day for Christmas Eve
Christmas Day

Timesheets: Proposer will be required to submit timesheets noting each day worked from each unarmed
security guard. Timesheets will be submitted with an invoice monthly and are subject to approval by the on-
site liaison. Coverage for an absent unarmed security guard must be at the originally posted unarmed security
guard’s billing rate. The City of Arcadia and the Arcadia Public Library will not be charged for overtime costs if
the selected Proposer’s relief unarmed security guard is late for any reason and the current unarmed security
guard’s shift is extended past eight (8) hours or a 40-hour given week. Selected Proposer shall absorb such
overtime costs.

DRAFT AGREEMENT:

Selected proposer will be required to have an authorized representative of their firm sign the Professional
Services Agreement containing the terms and conditions. Attached is a sample copy of a Professional Services
Agreement that must be executed upon award of this agreement. This is just a sample and is subject to
change pursuant to review by the City Attorney. No other agreements will be executed in conjunction with
this agreement and the City of Arcadia’s purchase order. The initial term of the Professional Services
Agreement will be three-years (3) with up to three (3) one-year (1) options to extend at the sole discretion of
the City of Arcadia and the Arcadia Public Library. Proposers are to thoroughly review the Professional
Services Agreement in its entirety prior to submitting a proposal.

The City of Arcadia and the Arcadia Public Library reserves the right to modify or update the Professional
Services Agreement in the interest of the City of Arcadia and the Arcadia Public Library, in whole or in part at
any time up to and through negotiation of the Professional Services Agreement with selected Proposers. By
submitting to this RFP, Proposers acknowledge that (a) the Proposer will provide the services required in the
Professional Services Agreement and (b) it has no objection to the Professional Services Agreement.
The City of Arcadia and the Arcadia Public Library reserve the right to terminate an award with a selected
Proposer if a satisfactory contractual agreement has not been signed within 30 calendar days of a contract
draft with that selected Proposer.

QUESTIONS:
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Questions about this request for proposal are to be submitted in writing no later than May 2, 2023, to:

Patricia Smith
Library Services Manager
Arcadia Public Library
20 W. Duarte Road
Arcadia, CA 91006

Alternately, questions may be sent via email to psmith@[Link].

Responses will be sent to all potential respondents.

Questions regarding submitting your proposal can be referred to Vanina Rynkiewicz, Purchasing Officer at (626)
574-5462.

PROPOSAL FORMAT:
Each proposer shall submit a response that includes, but is not limited to, the following:

1. Qualifications of the firm, including form of ownership, number of years in business under current
name, any previous company names, and years of business as such, described the length and nature
of any experience in providing Security Guard Services, year and state of incorporation (if
incorporated), and state if the proposer is presently negotiating a sale, acquisition, or merger that
would alter its existing structure.
2. The firm’s approach to the Scope of Services.
3. Name, number, and experience of all persons who will be responsible for the City of Arcadia Library
contract.
4. References of three (3) clients your firm has provided with Security Guard Services which are similar in
size and scope of services you are proposing herein. These references must include the
company/agency name, address, contact person name and phone number, size of company, and the
type of services you are currently providing.
5. Identify and qualify all associated subcontractors employed by the firm in support of this contract.
6. Proposals are to be submitted in a separate envelope from the costs clearly marked with “Proposal for (title of
project)” and “Due: (date & time).” Cost proposals are to be in a separate envelope clearly marked “Costs for
(title of project)”.
7. Cost proposals must include all costs to City for Security Guard Services, including hourly charge for
work performed plus any other associated costs (if any).

It shall be the sole responsibility of the Proposer to read and understand all terms, conditions, scope of services,
responsibility of proposer and responsibility of the City contained within this Request for Proposal.

SUBMISSION OF PROPOSAL:
Three (3) complete copies of the bid proposal and related information must be delivered in person or mailed in
a sealed envelope clearly marked “Proposal for Library Security Guard Services” and be received on or before
11:00 a.m. on May 16, 2023, at the following location:

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Office of the City Clerk
City of Arcadia
“Proposal for Security Guard Services”
240 W. Huntington Dr.
PO Box 60021
Arcadia, CA 91066-6021

LATE PROPOSALS:
The City of Arcadia accepts no responsibility for any proposal not delivered by the date and time specified,
including any that are not delivered directly to the address above. It is the sole responsibility of the proposer
to ensure their proposal is delivered to the address above by the date and time specified. All proposals
submitted will become the property of the City of Arcadia and the City will retain them for a period of time as
outlined in accordance with the City’s Records Retention Policy. Late or faxed proposals will not be accepted.
No exceptions.

EVALUATION OF PROPOSALS:
Proposals will be evaluated using the following criteria:

• Thoroughness and understanding of the scope of work 25%

• Cost of Services Provided 25%
• Related experience of the proposer 20%
• References 20%
• Quality of proposal 10%

DISCRETION AND LIABILITY WAIVER:

The City reserves the right to reject any/all proposals or to request and obtain, from one or more proposer,
supplementary information deemed necessary by the committee and/or City staff to further evaluate the
proposals pursuant to the selection criteria contained herein.

The City may require proposers to participate in additional rounds of more refined submittals before the
ultimate selection of a proposer is made. These additional rounds of more refined submittals may encompass
revisions of the submittal criteria in response to the nature of scope of the initial proposals received.

All proposers who submit a response to this RFP hereby agrees to waive all rights to protest or seek any legal
remedies whatsoever regarding any aspect of this RFP. The City’s intent is to choose only one proposer based
on the company that is most qualified and best fits the City’s needs.

TERMINATION OF AGREEMENT:
The City of Arcadia may terminate this agreement, with or without cause, at any time after giving thirty (30)
days written notice to the proposer.

CALENDAR OF EVENTS:
The following is a timeline for solicitation, evaluation, and award of this RFP. These dates are subject to
change to meet the needs of the City schedule and if it is found that alterations are required, Proposers will be
notified in writing.

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 ACTION DATES
RFP ISSUED April 18, 2023
DEADLINE TO SUBMIT QUESTIONS May 2, 2023
PROPOSAL SUBMISSION DEADLINE May 16, 2023
POSSIBLE INTERVIEWS Week of May 16, 2023
FINAL SELECTION (TENTATIVE) Week of May 23, 2023
PSA SIGNED BY CONSULTANT June 1, 2023
SERVICE START July 1, 2023 (approximately)

TERMS AND CONDITIONS:

The following terms and conditions apply to this RFP:

1. Any submission of Proposals received after the date and time specified in this RFP will not be
considered and will be returned unopened.
2. All material received relative to this RFP will become public information and be available for
inspection. The City reserves the right to retain all proposals submitted, whether or not the
proposal was selected or judged to be responsive.
3. Due care and diligence has been exercised in the preparation of this RFP and all information
contained herein is believed to be substantially correct. However, the responsibility for
determining the full extent of the services rests solely with those making responses. Neither
the City nor its representatives shall be responsible for any error or omission in this response,
nor for the failure on the part of the respondents to determine the full extent of their
exposures.
4. The RFP does not commit the City of Arcadia to award a contract. The City reserves the right to
select consultants from the responses received; to waive any or all informalities and/or
irregularities; to re-advertise with either an identical or revised scope, or to cancel any
requirement in its entirety; or to reject any or all proposals received. The City also reserves the
right to approve any subcontractors used by submitting firms.
5. The City retains the right to contact any/all proposing firms after submittal in order to obtain
supplemental information and/or clarification in either oral or written form.
6. The City will not be liable for, nor pay for any costs incurred by responding firms relating to the
preparation of any proposal for this RFP.
7. Before submitting a proposal, it is the responsibility of each Proposer to perform its due diligence
and make any and all investigations necessary to ascertain the full scope and volume of the services
that the Proposer is bidding. Failure on the part of the Proposer to gain an understanding sufficient
to make a competent bid will not be basis for any claim for remuneration in excess of what has been
submitted, by the Proposer, with the RFP. Written questions will be accepted within the time-frame
provided.

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 PROFESSIONAL SERVICES AGREEMENT SAMPLE
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
[NAME OF PROJECT]

This Agreement is made and entered into as of ________________, 20____ by and

between the City of Arcadia, a municipal corporation organized and operating under the laws of
the State of California with its principal place of business at 240 West Huntington Drive, Arcadia,
California 91066 (“City”), and [***INSERT NAME***], a [***INSERT TYPE OF ENTITY -
CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY***]
with its principal place of business at [***INSERT ADDRESS***] (hereinafter referred to as
“Consultant”). City and Consultant are sometimes individually referred to as “Party” and
collectively as “Parties” in this Agreement.

RECITALS

A. City is a public agency of the State of California and is in need of professional

services for the following project: Library Security Guard Services

____________________________________________________________________________
(hereinafter referred to as “the Project”).

B. Consultant is duly licensed and has the necessary qualifications to provide such
services.

C. The Parties desire by this Agreement to establish the terms for City to retain
Consultant to provide the services described herein.

AGREEMENT NOW,

THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

Consultant shall provide the City with the services described in the Scope of Services
attached hereto as Exhibit “A.” [Alternatively, Scope of Services can be included here and
all subsequent exhibits renumbered accordingly.]

2. Compensation.

a. Subject to paragraph 2(b) below, the City shall pay for such services in
accordance with the Schedule of Charges set forth in Exhibit “B.” [Alternatively, Schedule of
Charges may be included here and all subsequent exhibits renumbered accordingly.]
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 b. In no event shall the total amount paid for services rendered by
Consultant
under this Agreement exceed the sum of $ [Insert amount of compensation]. This
amount is to cover all printing and related costs, and the City will not pay any additional fees for
printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which
includes a detailed description of the work performed. Payments to Consultant for work performed
will be made on a monthly billing basis.

3. Additional Work.

If changes in the work seem merited by Consultant or the City, and informal consultations
with the other party indicate that a change is warranted, it shall be processed in the following
manner: a letter outlining the changes shall be forwarded to the City by Consultant with a
statement of estimated changes in fee or time schedule. An amendment to this Agreement shall
be prepared by the City and executed by both Parties before performance of such services, or the
City will not be required to pay for the changes in the scope of work. Such amendment shall not
render ineffective or invalidate unaffected portions of this Agreement.

4. Maintenance of Records.

Books, documents, papers, accounting records, and other evidence pertaining to costs
incurred shall be maintained by Consultant and made available at all reasonable times during the
contract period and for four (4) years from the date of final payment under the contract for
inspection by City.

5. [Insert Term or Time of Performance].

[If engaging the Consultant for a particular term, use the following provision]

The term of this Agreement shall be from [Insert start date] to [Insert end date], unless
earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the
term of this Agreement if necessary to complete the Project. Consultant shall perform its services
in a prompt and timely manner within the term of this Agreement and shall commence
performance upon receipt of written notice from the City to proceed (“Notice to Proceed”). [If the
City has specific milestones or timelines for performance, please input those requirements
in the “Activity Schedule” attached as Exhibit C, otherwise delete Exhibit C.] The Notice to
Proceed shall set forth the date of commencement of work.

[If engaging the Consultant to perform a discrete task with a specified deadline,
use the following provision]

Consultant shall perform its services in a prompt and timely manner and shall commence
performance upon receipt of written notice from the City to proceed (“Notice to Proceed”).
Consultant shall complete the services required hereunder within [Insert number of calendar
days for performance of the services – if more detail is required attach “Activity Schedule”
as Exhibit C, otherwise delete Exhibit C.] The Notice to Proceed shall set forth the date of
commencement of work.

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 6. Delays in Performance.

a. Neither City nor Consultant shall be considered in default of this Agreement for
delays in performance caused by circumstances beyond the reasonable control of the
nonperforming party. For purposes of this Agreement, such circumstances include but are not
limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other
civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or
judicial restraint.

b. Should such circumstances occur, the non-performing party shall, within a

reasonable time of being prevented from performing, give written notice to the other party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement.

7. Compliance with Law.

a. Consultant shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local government, including Cal/OSHA requirements.

b. If required, Consultant shall assist the City, as requested, in obtaining and

maintaining all permits required of Consultant by federal, state and local regulatory agencies.

c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of

hazardous and toxic substances spilled as a result of his or her services or operations performed
under this Agreement.

8. Standard of Care

Consultant’s services will be performed in accordance with generally accepted

professional practices and principles and in a manner consistent with the level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions.

9. Assignment and Subconsultant

Consultant shall not assign, sublet, or transfer this Agreement or any rights under or
interest in this Agreement without the written consent of the City, which may be withheld for any
reason. Any attempt to so assign or so transfer without such consent shall be void and without
legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a
provision making them subject to all provisions stipulated in this Agreement. Nothing contained
herein shall prevent Consultant from employing independent associates, and subconsultants as
Consultant may deem appropriate to assist in the performance of services hereunder.

10. Independent Contractor

Consultant is retained as an independent contractor and is not an employee of City. No

employee or agent of Consultant shall become an employee of City. The work to be performed
shall be in accordance with the work described in this Agreement, subject to such directions and
amendments from City as herein provided.

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 11. Insurance. Consultant shall not commence work for the City until it has provided
evidence satisfactory to the City it has secured all insurance required under this section. In
addition, Consultant shall not allow any subcontractor to commence work on any subcontract
until it has secured all insurance required under this section.

a. Commercial General Liability

(i) The Consultant shall take out and maintain,

during the performance
of all work under this Agreement, in amounts not less than specified herein, Commercial General
Liability Insurance, in a form and with insurance companies acceptable to the City.

(ii) Coverage for Commercial General Liability

insurance shall be at
least as broad as the following:

(1) Insurance Services Office Commercial General Liability

coverage (Occurrence Form CG 00 01) or exact equivalent.

(iii) Commercial General Liability Insurance must include coverage

for the following:

(1) Bodily Injury and Property Damage

(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion
deleted
(7) Contractual Liability with respect to this Agreement
(8) Property Damage
(9) Independent Consultants Coverage

(iv) The policy shall contain no endorsements or provisions limiting

coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured
against another; (3) products/completed operations liability; or (4) contain any other exclusion
contrary to the Agreement.

(v)
The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status using ISO endorsement forms CG 20 10
10 01 and 20 37 10 01, or endorsements providing the exact same coverage.

(vi) The general liability program may utilize either deductibles or

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provide coverage excess of a self-insured retention, subject to written approval by the City, and
provided that such deductibles shall not apply to the City as an additional insured.

b. Automobile Liability

(i) At all times during the performance of the

work under this Agreement, the Consultant shall maintain Automobile
Liability Insurance for bodily injury and property damage including
coverage for owned, non-owned and hired vehicles, in a form and with
insurance companies acceptable to the City.

(ii) Coverage for automobile liability insurance

shall be at least as
broad as Insurance Services Office Form Number CA 00 01 covering automobile liability
(Coverage Symbol 1, any auto).

(iii) The policy shall give City, its officials,

officers, employees, agents
and City designated volunteers additional insured status.

(iv) Subject to written approval by the City, the

automobile liability
program may utilize deductibles, provided that such deductibles shall not apply to the City as an
additional insured, but not a self-insured retention.

c. Workers’ Compensation/Employer’s Liability

(i) Consultant certifies that he/she is aware of

the provisions of Section 3700 of the California Labor Code which requires
every employer to be insured against liability for workers’ compensation or
to undertake self-insurance in accordance with the provisions of that code,
and he/she will comply with such provisions before commencing work
under this Agreement.

(ii) To the extent Consultant has employees at

any time during the term
of this Agreement, at all times during the performance of the work under this Agreement, the
Consultant shall maintain full compensation insurance for all persons employed directly by him/her
to carry out the work contemplated under this Agreement, all in accordance with the “Workers’
Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and
any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein.
Consultant shall require all subconsultants to obtain and maintain, for the period required by this
Agreement, workers’ compensation coverage of the same type and limits as specified in this
section.

d. Professional Liability (Errors and Omissions)

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 At all times during the performance of the work under this Agreement the Consultant shall
maintain professional liability or Errors and Omissions insurance appropriate to its profession, in
a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and
shall be written on a policy form coverage specifically designed to protect against acts, errors or
omissions of the Consultant. “Covered Professional Services” as designated in the policy must
specifically include work performed under this Agreement. The policy must “pay on behalf of” the
insured and must include a provision establishing the insurer's duty to defend.

e. Minimum Policy Limits Required

(i) The following insurance limits are required

for the Agreement:

Combined Single Limit

Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate

for bodily injury, personal injury, and property damage

Automobile Liability $1,000,000 per occurrence for bodily injury and property damage

Employer’s Liability $1,000,000 per occurrence

Professional Liability $1,000,000 per claim and aggregate

(errors and omissions)

(ii) Defense costs shall be payable in addition to

the limits.

(iii) Requirements of specific coverage or limits

contained in this
section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of
any coverage normally provided by any insurance. Any available coverage shall be provided to
the parties required to be named as Additional Insured pursuant to this Agreement.

f. Evidence Required

Prior to execution of the Agreement, the Consultant shall file with the City evidence
of insurance from an insurer or insurers certifying to the coverage of all insurance required herein.
Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed
by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent),
together with required endorsements. All evidence of insurance shall be signed by a properly
authorized officer, agent, or qualified representative of the insurer and shall certify the names of
the insured, any additional insureds, where appropriate, the type and amount of the insurance,
the location and operations to which the insurance applies, and the expiration date of such
insurance.

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 g. Policy Provisions Required

(i) Consultant shall provide the City at least

thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the Consultant
shall provide at least ten (10) days prior written notice of cancellation of any such policy due to
non-payment of premium. If any of the required coverage is cancelled or expires during the term
of this Agreement, the Consultant shall deliver renewal certificate(s) including the General
Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective
date of cancellation or expiration.

(ii) The Commercial General Liability Policy and

Automobile Policy
shall each contain a provision stating that Consultant’s policy is primary insurance and that any
insurance, self-insurance or other coverage maintained by the City or any named insureds shall
not be called upon to contribute to any loss.

(iii) The retroactive date (if any) of each policy is

to be no later than the
effective date of this Agreement. Consultant shall maintain such coverage continuously for a
period of at least three years after the completion of the work under this Agreement. Consultant
shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced
past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the
policy is replaced by another claims-made policy with a retroactive date subsequent to the
effective date of this Agreement.

(iv) All required insurance coverages, except for

the professional
liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its
officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or
others providing insurance evidence in compliance with these specifications to waive their right
of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and
shall require similar written express waivers and insurance clauses from each of its
subconsultants.

(v) The limits set forth herein shall apply

separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in
excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City
and shall not preclude the City from taking such other actions available to the City under other
provisions of the Agreement or law.

h. Qualifying Insurers

(i) All policies required shall be issued by

acceptable insurance
companies, as determined by the City, which satisfy the following minimum requirements:

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 (1) Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A:VII and admitted to transact in the
business of insurance in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance Code
or any federal law.

i. Additional Insurance Provisions

(i) The foregoing requirements as to the types

and limits of insurance
coverage to be maintained by Consultant, and any approval of said insurance by the City, is not
intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise
assumed by the Consultant pursuant to this Agreement, including but not limited to, the
provisions concerning indemnification.

(ii) If at any time during the life of the Agreement,

any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.

(iii) The City may require the Consultant to

provide complete copies of
all insurance policies in effect for the duration of the Project.

(iv) Neither the City nor any of its officials,

officers, employees, agents
or volunteers shall be personally responsible for any liability arising under or by virtue of this
Agreement.

j. Subconsultant Insurance Requirements. Consultant shall not allow any

subcontractors or subconsultants to commence work on any subcontract until they have provided
evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or
subconsultants shall be endorsed to name the City as an additional insured using ISO form CG
20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant,
City may approve different scopes or minimum limits of insurance for particular subcontractors
or subconsultants.

12. Indemnification.

a. To the fullest extent permitted by law, Consultant shall defend (with

counsel
of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and
agents free and harmless from any and all claims, demands, causes of action, costs, expenses,
liability, loss, damage or injury of any kind, in law or equity, to property or persons, including
wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or
omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors,
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consultants or agents in connection with the performance of the Consultant’s services, the Project
or this Agreement, including without limitation the payment of all damages, expert witness fees
and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify
shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials,
officers, employees, agents, or volunteers.

b. To the extent required by Civil Code section 2782.8, which is fully

incorporated herein, Consultant’s obligations under the above indemnity shall be limited to claims
that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant, but shall not otherwise be reduced. If Consultant’s obligations to defend, indemnify,
and/or hold harmless arise out of Consultant’s performance of “design professional services” (as
that term is defined under Civil Code section 2782.8), then upon Consultant obtaining a final
adjudication that liability under a claim is caused by the comparative active negligence or willful
misconduct of the City, Consultant’s obligations shall be reduced in proportion to the established
comparative liability of the City and shall not exceed the Consultant’s proportionate percentage of
fault.

13. California Labor Code Requirements.

a. Consultant is aware of the requirements of California Labor Code

Sections 1720 et seq. and 1770 et seq., which require the payment of
prevailing wage rates and the performance of other requirements on
certain “public works” and “maintenance” projects (“Prevailing Wage
Laws”). If the services are being performed as part of an applicable
“public works” or “maintenance” project, as defined by the Prevailing
Wage Laws, and if the total compensation is $15,000 or more for
maintenance or $25,000 or more for construction, alteration, demolition,
installation, or repair, Consultant agrees to fully comply with such
Prevailing Wage Laws. Consultant shall defend, indemnify and hold the
City, its officials, officers, employees and agents free and harmless from
any claims, liabilities, costs, penalties or interest arising out of any failure
or alleged failure to comply with the Prevailing Wage Laws. It shall be
mandatory upon the Consultant and all subconsultants to comply with all
California Labor Code provisions, which include but are not limited to
prevailing wages (Labor Code Sections 1771, 1774 and 1775),
employment of apprentices (Labor Code Section 1777.5), certified payroll
records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor
Code Sections 1813 and 1815) and debarment of contractors and
subcontractors (Labor Code Section 1777.1).

b. If the services are being performed as part of an applicable “public works”

or “maintenance” project and if the total compensation is $15,000 or more
for maintenance or $25,000 or more for construction, alteration,
demolition, installation, or repair, then pursuant to Labor Code Sections
1725.5 and 1771.1, the Consultant and all subconsultants performing
such services must be registered with the Department of Industrial
Relations. Consultant shall maintain registration for the duration of the
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 Project and require the same of any subconsultants, as applicable. This
Project may also be subject to compliance monitoring and enforcement by
the Department of Industrial Relations. It shall be Consultant’s sole
responsibility to comply with all applicable registration and labor
compliance requirements.

c. This Agreement may also be subject to compliance monitoring and

enforcement by the Department of Industrial Relations. It shall be
Consultant’s sole responsibility to comply with all applicable registration
and labor compliance requirements. Any stop orders issued by the
Department of Industrial Relations against Consultant or any
subcontractor that affect Consultant’s performance of services, including
any delay, shall be Consultant’s sole responsibility. Any delay arising out
of or resulting from such stop orders shall be considered Consultant
caused delay and shall not be compensable by the City. Consultant shall
defend, indemnify and hold the City, its officials, officers, employees and
agents free and harmless from any claim or liability arising out of stop
orders issued by the Department of Industrial Relations against
Consultant or any subcontractor.

14. Verification of Employment Eligibility.

By executing this Agreement, Consultant verifies that it fully complies with all requirements and
restrictions of state and federal law respecting the employment of undocumented aliens, including,
but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time
to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

[Delete the following provision and renumber all further provisions, if not applicable.] 15.
City Material Requirements.

Consultant is hereby made aware of the City’s requirements regarding materials, as set forth in
[Insert the name of the document that contains the City’s standard material requirements],
which are deemed to be a part of this Agreement.

16. Laws and Venue.

This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be
brought in a state or federal court situated in the County of Los Angeles, State of California.

17 Termination or Abandonment

a. City has the right to terminate or abandon any portion or all of the work
under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event,
City shall be immediately given title and possession to all original field notes, drawings and
specifications, written reports and other documents produced or developed for that portion of the
work completed and/or being abandoned. City shall pay Consultant the reasonable value of
services rendered for any portion of the work completed prior to termination. If said termination
occurs prior to completion of any task for the Project for which a payment request has not been
received, the charge for services performed during such task shall be the reasonable value of
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such services, based on an amount mutually agreed to by City and Consultant of the portion of
such task completed but not paid prior to said termination. City shall not be liable for any costs
other than the charges or portions thereof which are specified herein. Consultant shall not be
entitled to payment for unperformed services, and shall not be entitled to damages or
compensation for termination of work.

b. Consultant may terminate its obligation to provide further services under

this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial
failure by City to perform in accordance with the terms of this Agreement through no fault of
Consultant.

18 Documents. Except as otherwise provided in “Termination or Abandonment,” above,

all original field notes, written reports, Drawings and Specifications and other
documents, produced or developed for the Project shall, upon payment in full for the
services described in this Agreement, be furnished to and become the property of the
City.

19. Organization

Consultant shall assign _________________________ as Project Manager. The Project

Manager shall not be removed from the Project or reassigned without the prior written consent of
the City.

20. Limitation of Agreement.

This Agreement is limited to and includes only the work included in the Project described
above.

21. Notice

Any notice or instrument required to be given or delivered by this Agreement may be given
or delivered by depositing the same in any United States Post Office, certified mail, return receipt
requested, postage prepaid, addressed to:

CITY: CONSULTANT:
City of Arcadia [***INSERT NAME, ADDRESS & CONTACT
PERSON***]
240 West Huntington Drive
Arcadia, CA 91066
Attn: [***INSERT NAME & DEPARTMENT***]

and shall be effective upon receipt thereof.

22. Third Party Rights

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 Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than the City and the Consultant.

23. Equal Opportunity Employment.

Consultant represents that it is an equal opportunity employer and that it shall not
discriminate against any employee or applicant for employment because of race, religion, color,
national origin, ancestry, sex, age or other interests protected by the State or Federal
Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination.

24. Entire Agreement

This Agreement, with its exhibits, represents the entire understanding of City and
Consultant as to those matters contained herein, and supersedes and cancels any prior or
contemporaneous oral or written understanding, promises or representations with respect to those
matters covered hereunder. Each party acknowledges that no representations, inducements,
promises or agreements have been made by any person which are not incorporated herein, and
that any other agreements shall be void. This Agreement may not be modified or altered except
in writing signed by both Parties hereto. This is an integrated Agreement.

25. Severability

The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not
render the provisions unenforceable, invalid or illegal.

26. Successors and Assigns

This Agreement shall be binding upon and shall inure to the benefit of the successors in
interest, executors, administrators and assigns of each party to this Agreement. However,
Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights,
burdens, duties or obligations without the prior written consent of City. Any attempted assignment
without such consent shall be invalid and void.

27. Non-Waiver

None of the provisions of this Agreement shall be considered waived by either party,
unless such waiver is specifically specified in writing.

28. Time of Essence

Time is of the essence for each and every provision of this Agreement.

29. City’s Right to Employ Other Consultants

City reserves its right to employ other consultants, including engineers, in connection with
this Project or other projects.

30. Prohibited Interests

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 Consultant maintains and warrants that it has not employed nor retained any company or
person, other than a bona fide employee working solely for Consultant, to solicit or secure this
Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any
company or person, other than a bona fide employee working solely for Consultant, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. For breach or violation of this warranty, City shall
have the right to rescind this Agreement without liability. For the term of this Agreement, no
director, official, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material benefit
arising therefrom.

31. Federal Requirements [***INCLUDE THIS SECTION ONLY IF APPLICABLE;

DELETE OTHERWISE AND DELETE ASSOCIATED EXHIBIT. YOU MAY ALSO NEED TO
INCLUDE SOME INFORMATION IN THE RFP DUE TO FEDERAL FUNDING GUIDELINES.
CONSULT LEGAL COUNSEL IF NECESSARY***]

When funding for the services is provided, in whole or in part, by an agency of the federal
government, Consultant shall also fully and adequately comply with the provisions included in
Exhibit “D” (Federal Requirements) attached hereto and incorporated herein by reference
(“Federal Requirements”). With respect to any conflict between such Federal Requirements and
the terms of this Agreement and/or the provisions of state law, the more stringent requirement
shall control.

[SIGNATURES ON FOLLOWING PAGE]

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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF ARCADIA

AND [***INSERT NAME***]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.

CITY OF ARCADIA [INSERT NAME OF CONSULTANT]

By: By:
Dominic Lazzaretto Signature
City Manager

Its: Date:

ATTEST: Printed Name By:

Date:
City Clerk

APPROVED AS TO FORM By:

Signature
By: Its:

Stephen P. Deitsch

City Attorney

Printed Name

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 EXHIBIT A

Scope of Services

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 EXHIBIT B

Schedule of Charges/Payments

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 EXHIBIT C

Activity Schedule

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 EXHIBIT D

Federal Requirements

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