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HomeMy WebLinkAbout2021 CON Titan Empire, Inc. - Investigative ServicesAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND TITAN EMPIRE, INC. THIS AGREEMENT is entered into on this l0th day of August 2021, by and between the CITY OP NATIONAL CITY, a municipal corporation (the "CITY"), and TITAN EMPIRE, INC., a California corporation, d.b.a. "The Titan Group, Professional Investigations" ("INVESTIGATOR"). RECITALS WHEREAS, the CITY desires to employ an INVESTIGATOR to provide investigative services on behalf of the National City Human Resources Department ("HR"), including but not limited to all aspects of workplace investigations as required by the CITY. WHEREAS, the CITY has determined that the INVESTIGATOR is a California corporation and is qualified by experience and ability to perform the services desired by the CITY, and the INVESTIGATOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF INVESTIGATOR. The CITY agrees to engage the INVESTIGATOR to provide investigative services on behalf of the National City HR Department, including but not limited to a workplace investigation as required by the CITY, and the INVESTIGATOR agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The INVESTIGATOR represents that all services shall be performed directly by the INVESTIGATOR or under direct supervision of the INVESTIGATOR. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on August 10, 2021. The duration of this Agreement is for the period of July 12, 2021 through June 30, 2022. Completion dates or time durations for specific portions of the project are set forth in Exhibit "A." Any extension of this Agreement must be approved in writing by the City Manager. 3. SCOPE OF SERVICES. The INVESTIGATOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The INVESTIGATOR shall appear at meetings specified in Exhibit "A" to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the INVESTIGATOR, from time to time reduce or increase the Scope of Services to be performed by the INVESTIGATOR under this Agreement. Upon doing so, the CITY and the INVESTIGATOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Robert Meteau hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The INVESTIGATOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the INVESTIGATOR. Robert Meteau thereby is designated as the Project Director for the INVESTIGATOR. 5. COMPENSATION AND PAYMENT. The compensation for the INVESTIGATOR shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $25,000.00. The compensation for the INVESTIGATOR'S work shall not exceed the rates set forth in Exhibit "B." Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A," as determined by the CITY. The INVESTIGATOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. d. ACCEPTABILITY OF WORK. The CITY shall decide any ,and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the INVESTIGATOR and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the INVESTIGATOR in this Agreement, the CITY or the INVESTIGATOR shall give to the other written notice. Within ten (10) business days, the INVESTIGATOR and the CiTY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the INVESTIGATOR. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Speci'fcations, and other documents prepared by the INVESTIGATOR for this project, whether paper or electronic, shall: (1) be free from defects; (2) become the property of the CITY for use with respect to this project; and (3) shall be turned over to the CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the INVESTIGATOR hereby assigns to the CITY, and INVESTIGATOR thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The INVESTIGATOR shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. Standard Agreement Page 2 of 12 Revised January 2021 TITAN EMPIRE, INC. City of National City and The INVESTIGATOR agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the INVESTIGATOR'S written work product for the CITY'S purposes, and the INVESTIGATOR expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, Or specifications prepared by the INVESTIGATOR shall relieve the INVESTIGATOR from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the INVESTIGATOR nor the INVESTIGATOR'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the INVESTIGATOR and the INVESTIGATOR'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the INVESTIGATOR and its employees. Neither this Agreement, nor any interest herein, may be assigned by the INVESTIGATOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the INVESTIGATOR from employing or hiring as many employees, or subcontractors, as the INVESTIGATOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by INVESTIGATOR with its subcontractor(s) shall require the subcontractor(s) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY, nor its officers, agents, or employees shall have any control over the conduct of the INVESTIGATOR or any of the INVESTIGATOR'S employees, except as set forth in this Agreement. The INVESTIGATOR, or the INVESTIGATOR'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY. The INVESTIGATOR and its agents, servants, and employees are wholly independent from the CITY and INVESTIGATOR'S obligations to the CITY are solely prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The INVESTIGATOR, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations. of the City of National City, whether now in force or subsequently enacted, The INVESTIGATOR and each of its SUBINVESTIGATOR(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The INVESTIGATOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. INVESTIGATOR must promptly produce a copy of any such Standard Agreement Page 3 of 12 Revised January 202i TITAN EMPIRE, INC. City of National City and license, permit, or approval to CITY upon request. The INVESTIGATOR represents and covenants that the INVESTIGATOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the INVESTIGATOR to practice its profession. 12. STANDARD OF CARE. A. The INVESTIGATOR, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the INVESTIGATOR'S trade or profession currently practicing under similar conditions and in similar locations. The INVESTIGATOR shall take all special precautions necessary to protect the INVESTIGATOR'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the.work site. B. Unless disclosed in writing prior to the date of this Agreement, the INVESTIGATOR warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the INVESTIGATOR'S professional performance or the furnishing of materials or services relating thereto. C. The INVESTIGATOR is responsible for identifying any -unique products, treatments, processes or materials whose availability is critical to the success of the project the INVESTIGATOR has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the INVESTIGATOR has notified the CITY otherwise, the INVESTIGATOR warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the INVESTIGATOR to use due diligence under this sub -section will render the INVESTIGATOR liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The INVESTIGATOR shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The INVESTIGATOR will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The INVESTIGATOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the INVESTIGATOR certain confidential information to enable the INVESTIGATOR to effectively perform the services to be provided herein. The INVESTIGATOR. shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The INVESTIGATOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to Standard Agreement Page 4 of 12 Revised January 2021 TITAN EMPIRE, INC. City orNational City and perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the INVESTIGATOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the INVESTIGATOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the INVESTIGATOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The INVESTIGATOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the INVESTIGATOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. INVESTIGATOR shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 15. 15. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent provided by law, The INVESTIGATOR agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever,'resulting from or arising out of the INVESTIGATOR'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and INVESTIGATOR shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 16.1 PERS Eligibility Indemnification. If INVESTIGATOR's employee(s) providing services under this Agreement claims, or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS of the CITY, INVESTIGATOR shall indemnify, defend, and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. INVESTIGATOR'S employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY for PERS benefits; or (5) be entitled to any other PERS-related benefit that would accrue to a CITY employee. INVESTIGATOR's employees hereby waive any claims to benefits or compensation described in this Section 16. This Section 16 applies to INVESTIGATOR Standard Agreement Page 5 of 12 Revised January 2021 TrrAN EMPIRE, INC. City or National City and notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. 16.2 Limitation of CITY Liability. The payment made to INVESTIGATOR under this Agreement shall be the full and complete compensation to which INVESTIGATOR and INVESTIGATOR's officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither INVESTIGATOR nor INVESTIGATOR's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of INVESTIGATOR. The CITY shall not be required to pay any workers' compensation insurance on behalf of INVESTIGATOR. 16.3 Indemnification for Employee Payments. INVESTIGATOR agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) INVESTIGATOR, (2) any employee of INVESTIGATOR, or (3) any employee of INVESTIGATOR construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 17. WORKERS' COMPENSATION. The INVESTIGATOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of' every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of' any work to be performed by the INVESTIGATOR under this Agreement. 18. INSURANCE. The INVESTIGATOR, at its sole cost and expense, shall purchase and maintain, and shall require its SUI3INVESTIGATOR(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply Standard Agreement Page 6 of 12 Revised January 202I TITAN EMPIRE, NC. City of National City and solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of INVESTIGATOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If INVESTIGATOR has no employees subject to the California Workers' Compensation and Labor laws, INVESTIGATOR shall execute a Declaration to that effect, Said Declaration shall be provided to INVESTIGATOR by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the INVESTIGATOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. shall be: G. The Certificate Holder for all policies of insurance required by this Section City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non - admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the INVESTIGATOR does not keep ail insurance policies required by this Section 18 in full force and effect at all times during the term of. this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 18, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. K. If the INVESTIGATOR maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or Standard Agreement Page 7 of 12 City of National City and Revised January 2021 TITAN EMPIRE, INC. higher limits (or both) maintained by the INVESTIGATOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 19. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of -court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written, notice to the INVESTIGATOR. During said 60-day period the INVESTIGATOR shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the INVESTIGATOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the INVESTIGATOR as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the INVESTIGATOR, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the INVESTIGATOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the INVESTIGATOR'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the INVESTIGATOR; (2) a reorganization of the INVESTIGATOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the INVESTIGATOR. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (]) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed Standard Agreement Page 8 of 12 City of National City and Revised .January 202E TITAN EMPERE, INC. by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or_cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Robert J. Meteau Jr. I-Iuman Resources Director Human Resources Department City of National City 1243 National City Boulevard National City, CA 91950-4397 To INVESTIGATOR: Edward Saucerman Titan Empire, Inc. 700 East Redlands Boulevard, U-102 Redlands, CA 92373 Email: thetitanpi®ginail.com Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by Letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the INVESTIGATOR shall not perform services of any kind for any person or entity whose interests conflict in any way. with those of the City of National City. The INVESTIGATOR also agrees not to specify any product, treatment, process or material for the project in which the INVESTIGATOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The INVESTIGATOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The INVESTIGATOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the INVESTIGATOR has a financial interest as defined in Government Code Section 87103. The INVESTIGATOR represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the INVESTIGATOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the INVESTIGATOR shall file a Statement of Economic interests with the City Clerk of the City of National City in a timely manner on forms which the INVESTIGATOR shall obtain from the City Clerk. Standard Agreement Page 9 of 12 Revised January 2021 TTrAN EMPIRE, INC. City of National City and The INVESTIGATOR shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Section 22 by the INVESTIGATOR. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. ADMINISTRATIVE PROVISIONS. A. Computation of Tirrre Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day. which is not a Saturday, Sunday or federal, state, or legal holiday. S. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties. hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. P. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Assignment &Assumption of Rights. INVESTIGATOR shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. H. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. J. Audit. If this Agreement exceeds ten -thousand dollars ($I 0,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made Standard Agreement Page 10 of 12 Revised January 2021 TITAN EMPIRE, INC. City of National City and by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. Subcontractors or Subconsultants. The CITY is engaging the services of the INVESTIGATOR identified in this Agreement. The INVESTIGATOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 18 and the indemnification and hold harmless provision of Section 15 of this Agreement. N. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any ru le or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF' NATIONAL CITY By: Brad xrfs on, City Manager APPROVED AS TO FORM: By: Standard Agreement Revised January 2021 TITAN EMPIRE, INC., a California Corporation, d.b.a. "The Titan Group, Professional Investigations" (Corporation — signatures of nra corporate officers required) (l'arutership or Sole proprietorship —one signature) By: C C-- Edward Saucerman Qualified Manager/Chief Investigator By: ri0 (NIA rti.N C SANK, i (Print) Page 11 of 12 (Title) City orNational City and TITAN EMPIRE, INC. EXHIBIT A TO AGREEMENT BY AND BETWEEN TIIE CITY OF NATIONAL CITY AND TITAN EMPIRE, INC. Scope of Services This Exhibit A is an exhibit attached to, and made part of, the Agreement between the City of National City ("City") and Titan Empire, Inc., d/b/a "The Titan Group, Professional Investigations" ("INVESTIGATOR") for the provision of workplace investigation(s) as required by the CITY (hereinafter referred to as the "Agreement"). The requirements for services as set forth in this Exhibit A, including general requirements and specific tasks, are set out herein. I. GENERAL A. Description of Services. INVESTIGATOR shall provide workplace investigation(s) as required by the City. The term "workplace investigation(s)" shall be defined as an investigation to research an unclear situation, conflict, allegation, or claim involving CITY employees. Workplace investigations involve, but are not limited to, civil investigations, claims investigations, sexual harassment investigations, internal investigations,. surveillance, subrosa, and other services as deemed necessary. B. General Performance Requirements. a. The performance of all services by INVESTIGATOR shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail 111 this Scope of Services and in the provisions contained in the Agreement. b. The City's Human Resources Department shall manage the INVESTIGATOR and this Agreement. INVESTIGATOR shall receive final direction from the CITY'S Human Resources Director or their authorized designee (hereinafter collectively. "CITY") only. The CITY shall resolve any conflicting direction from other groups, departments, or agencies. c. INVESTIGATOR shall coordinate this Scope of Services with the CITY as well as with other CITY consultants, contractors, or employees, as needed or directed by the CITY. INVESTIGATOR shall schedule regular status meetings at Ieast one (1) time per month and prepare agendas and minutes for all status meetings as requested. d. INVESTIGATOR's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. C. Additional Services. Any services performed by INVESTIGATOR beyond those set out in this Exhibit may be provided by INVESTIGATOR as Additional Services only if such Additional Services are authorized in writing by the CITY in advance. II. EXHIBIT GOVERNED BY AGREEMENT Nothing in this Exhibit shall be interpreted to authorize billings for the work performed to exceed the Compensation and Payment set out in Paragraph 5 of the Agreement. Furthermore, nothing in this Exhibit shall be interpreted to create a new, additional, or separate contract or agreement between INVESTIGATOR and CITY. To the extent this Exhibit, or any provision thereof, conflicts or is inconsistent with the terms and conditions contained in the Agreement, the terms and conditions of the Agreement shall control. EXHIBIT B TO AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND TITAN EMPIRE, INC. Compensation for the INVESTIGATOR's Work This Exhibit B is an exhibit attached to, and made part of, the Agreement between the City of National City ("City") and Titan Empire, Inc., d/b/a "The Titan Group, Professional Investigations" ("INVESTIGATOR") for the provision of workplace investigation(s) as required by the CITY (hereinafter referred to as the "Agreement"). The compensation for the INVESTIGATOR'S work shall not exceed the rates set forth in this Exhibit B. [Exhibit Continued on Next Pagel ., The )..,TuthnGrp ., f'rafes on;,. t investigations' TM "Where Experience Counts" INVESTIGATIONS GENERAL FEE SCHEDULE: 2021— 2022 City of National City All services, including but not limited to; consultation, case administration, report preparation, surveillance, travel time and stand-by time are billed in 15-minute increments at $ 165.00 per hour for workplace investigations, per investigator or associate. Other services are billed at the rates listed below. Travel and mileage per investigator will be billed at 70.00 a day for mileage and 1.0 time for travel to and from client. Rental of special equipment necessary to complete an assignment is billed at cost. Other expenses are billed as incurred. Post Investigation services such as meetings, hearings and testimony are 1.5 times the hourly rate. Terms: Net due in 30 days or as agreed. INDIVIDUAL FEE SCHEDULE General Investigation / Workplace / POBRA Compliant / Title IX • Investigation Mileage apply Hourly $ 165.00 • Computer - Forensics Mileage apply Hourly $ 195.00 • Sub-rosa (Surveillance) Mileage Apply Hourly $ 95.00 • Mileage (Daily) $ 70.00 •;• Report Writing - Video Production • 1 hour or less, hourly $ 165.00 • Transcripts, Per page $ 11.50 ❖ Video Copies • DVD ❖ Background Report • Flat. Fee / Criminal • Vehicle Research $ 11.00 $375.00 $35.00 700 E. Redlands 8l. Suite U-102, Redlands, CA 92373 http://pi911.com • Phone 626.890.9148 • Fax 909.793.7894 State Licenses CA: 26242 NV: 1497 AZ: 1572983 MI: 3701205210 ------1 ® AR D CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 08/27/2021 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 have ADDITIONAL INSURED provisions or 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). PRODUCER StateFarm Eddy Rodriguez State Farm CD 45 Jan Ct. Ste 165 Chico. CA 95928 CONTACT Eddy Rodriguez, (a!C N Exu: 530-899-0100 FAX Nob530-636-4675 E•MAILss: eddy@eddyfromsf.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: State Farm Mutual Automobile Insurance Company 25178 INSURED Titan Empire Inc & Edward Saucerman 1152 Poinsettia Cir Calimesa, CA 92320 INSURER B : INSURER C : INSURER D : INSURER E: INSURER 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. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDD!YYYY) POLICY EXP (MMIDDIYYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PRO- JECT PER: LOC PRODUCTS - COMP/OP AGG $ $ A AUTOMOBILE X _ LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y 558 4727-B11-55 577 3685-B11-55 559 6460-B11-55E 571 1500-C12-55A 08/11/2021 08/11/2021 08/11/2021 03/12/2021 02/11/2022 02/11/2022 02/11/2022 03/12/2022 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENT ON $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y! N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N ! A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS! LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is requi ed) Auto Policy: Nonowned Auto 2021 CHEVROLET CAMARO I VIN: 1 GI FK1 R64M0136311 2021 GMC K1500 PICKUP I VIN: 3GTU9FEL9MG313398 2021 TOYOTA CAMRY I VIN: 4T1T11BKOMU020256 CERTIFICATE HOLDER CANCELLATION City of National City C/o Risk Management 1243 National City Blvd National City, CA 91950-4397 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of AC RD 1001486 132849.13 04-22-2020