HomeMy WebLinkAboutItem 12g - Laserfiche Cloud and Support Services
STAFF REPORT
OFFICE OF THE CITY CLERK
DATE: June 16, 2026
TO: Honorable Mayor and City Council
FROM: Dominic Lazzaretto, City Manager
By: Linda Rodriguez, City Clerk
SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH VRC COMPANIES, LLC FOR
LASERFICHE CLOUD AND SUPPORT SERVICES FROM JULY 1, 2026,
THROUGH JUNE 30, 2029, IN THE AMOUNT OF $76,842.20, WITH THE
OPTION OF TWO ONE-YEAR EXTENSIONS
CEQA: Not a Project
Recommendation: Approve
SUMMARY
The City has utilized Laserfiche document management software since 2006 to
electronically store, retrieve, and manage official City records. In 2021, the City
Council approved a Professional Services Agreement for Laserfiche document
management software and support services. Laserfiche software and support
services are exclusively provided by third-party resellers, and the City’s current
agreement is set to expire on June 30, 2026.
Arcadia currently hosts Laserfiche on-premise, which requires City servers to store
and maintain nearly 800 gigabytes of documents and images locally. To create server
capacity and to utilize the latest version of the software, the City needs to migrate to
Laserfiche Cloud. This transition will modernize the City’s document management
system, improve accessibility and navigability for the public, and enhance long-term
operational efficiency Citywide.
Following a competitive Request for Proposals (“RFP”) process, it is recommended
that the City Council approve a Professional Services Agreement with VRC
Companies, LLC (“VRC”) for Laserfiche Cloud and Support Services from July 1, 2026,
through June 30, 2029, in the amount of $76,842.20, with the option of two one-year
Professional Services Agreement for Laserfiche Cloud and
Support Services
June 16, 2026
Page 2 of 5
extensions. It is further recommended that the City Council delegate the authority to
approve future extensions under this agreement to the City Manager, without having
to return to the City Council for approval, provided that the annual costs remain
within standard inflationary limits.
BACKGROUND
The City Clerk’s Office has used Laserfiche Document Management software since
2006 to store, share, and retrieve electronic files. Using Laserfiche scanning and
indexing technology has allowed the City to be consistent in its image indexing
procedures, maintain interdepartmental electronic access and file-sharing
capabilities, and ensure adequate storage and access to public documents in
accordance with the City’s document retention schedules and the California Public
Records Act.
The City currently operates an on-premises Laserfiche Avante Version 11
environment. As part of the City’s ongoing efforts to modernize its technology
infrastructure, improve system accessibility, and reduce reliance on locally hosted
infrastructure, the City will transition from its existing on-premises platform to the
Laserfiche Cloud environment. The transition to a cloud-based solution will free up
vital storage space on two City servers and will require less ongoing support and
maintenance from the City’s IT Division.
Laserfiche requires that its customers obtain user licenses for both internal and
external use of the system and utilizes third-party vendors as authorized resellers of
licenses, software maintenance, implementation, and support services. Currently,
the City maintains 15 licenses for City staff and 25 “view-only” licenses that provide
public access to City documents through the Laserfiche portal on the City’s website.
The public portal was upgraded in 2025 from 10 unlimited “view only” licenses to 25.
Even with this upgrade, there have been several points throughout the year where
all 25 licenses are in use, and further access to Laserfiche is not available to the public
or employees.
On June 15, 2021, the City Council approved a Professional Services Agreement with
File Keepers, LLC for Laserfiche document management software maintenance and
support services. File Keepers, LLC was subsequently acquired by VRC Companies,
Professional Services Agreement for Laserfiche Cloud and
Support Services
June 16, 2026
Page 3 of 5
LLC on January 1, 2023, and VRC assumed responsibility for providing those services
to the City.
The City’s current agreement with VRC Companies, LLC for Laserfiche licensing,
maintenance, and support services is set to expire on June 30, 2026. To facilitate the
City’s migration to Laserfiche Cloud and ensure continued software licensing,
implementation services, technical support, and system maintenance, the City
conducted a competitive solicitation process for Laserfiche Cloud and Support
Services.
DISCUSSION
On April 15, 2026, a Notice Inviting Proposals was published in accordance with City
Council Resolution No. 7483. In addition, requests for proposals were distributed to
prospective vendors that provide these types of services.
An evaluation committee consisting of representatives from various City
departments was established to review and evaluate the proposals. On May 8, 2026,
the City received five (5) responsive proposals from Dynamic Document Services, ICC
– Community Development, Ricoh, Global Solutions Group, Inc., and the incumbent,
VRC Companies, LLC.
The maximum score a proposer could receive was 100 points. Proposals were
evaluated based on the proposer’s understanding of the scope of work, qualifications
and experience, references, quality of the proposal, and overall cost. Following the
evaluation of the proposals, the two highest-ranked firms were invited to participate
in interviews and provide additional clarification regarding their proposals,
implementation approach, support services, and experience with Laserfiche Cloud
migrations.
The results of the evaluation process are summarized below:
Professional Services Agreement for Laserfiche Cloud and
Support Services
June 16, 2026
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Rank Vendor Three-Year
Cost Proposal Total Score
1 VRC Companies, LLC $76,842.20 88
2 Global Solutions Group, Inc. $78,137.45 85
3 Dynamic Document Services $74,300.00 80
4 ICC – Community Development $127,784.00 78
5 Ricoh $131,710.84 74
VRC submitted a highly competitive cost proposal and received the highest overall
evaluation score among all proposers. In addition, as the City’s existing provider of
these services, VRC has more in-depth knowledge of Arcadia’s current Laserfiche
system and records repository, which should help with the transition to the cloud
environment.
Based on the proposals, interviews, references, experience with Laserfiche Cloud
implementations, and overall cost competitiveness, staff determined that VRC
Companies, LLC is the firm best qualified to provide the requested services.
Accordingly, it is recommended that the City Council approve a Professional Services
Agreement with VRC Companies, LLC for Laserfiche Cloud and Support Services from
July 1, 2026, through June 30, 2029, in the amount of $76,842.20, with the option of
two one-year extensions.
ENVIRONMENTAL ANALYSIS
The proposed action does not constitute a project under the California
Environmental Quality Act (“CEQA”), as it can be seen with certainty that it will have
no impact on the environment.
FISCAL IMPACT
To secure the most competitive pricing for Laserfiche software and support services,
a multi-year agreement was offered in the proposal. The Professional Services
Agreement between VRC Companies, LLC and the City is based on a three-year term
Professional Services Agreement for Laserfiche Cloud and
Support Services
June 16, 2026
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in the amount of $76,842.20, from July 1, 2026, through June 30, 2029, as shown
below:
Fiscal Year 2026-27: $24,375.00
Fiscal Year 2027-28: $25,593.75
Fiscal Year 2028-29: $26,873.45
The Proposed Operating Budget for Fiscal Year 2026-27 includes $40,000 for
Laserfiche Cloud software and support services. The proposed budget was
developed several months before the results of the RFP process were known and the
budget will be right sized for the contract expenses in future fiscal years. Subject to
City Council approval, there will be sufficient funding in the FY 2026-27 Operating
Budget for this purchase, as well as future budget years.
RECOMMENDATION
It is recommended the City Council determine that this action does not constitute a
project under the California Environmental Quality Act (“CEQA”); and authorize and
direct the City Manager to execute a Professional Services Agreement with VRC
Companies, LLC for Laserfiche Cloud and Support Services from July 1, 2026, through
June 30, 2029, in the amount of $76,842.20, with the option of two one-year
extensions. It is further recommended that the City Council delegate the authority to
approve future extensions under this agreement to the City Manager, without having
to return to the City Council for approval, provided that any changes to the financial
terms remain within standard inflationary limits.
Attachment: Proposed Professional Services Agreement
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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
[***INSERT PROJECT TITLE***]
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:
____________________________________________________________________________ (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
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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.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement
for delays in performance caused by circumstances beyond the reasonable control of the
non-performing party. For purposes of this Agreement, such circumstances include but are
not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots
and other civil disturbances; strikes, lockouts, work slowdowns, and other labor
disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a
reasonable time of being prevented from performing, give written notice to the other party
describing the circumstances preventing continued performance and the efforts being made
to resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and
maintaining all permits required of Consultant by federal, state and local regulatory
agencies.
c. If applicable, Consultant is responsible for all costs of clean up and/ or removal
of hazardous and toxic substances spilled as a result of his or her services or operations
performed under this Agreement.
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
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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.
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 Consultant
shall procure and submit evidence of insurance for at
least five (5) years from the time that all work under
this Agreement is completed.
(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
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(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.
Consultant may provide blanket endorsements to meet the Additional Insured requirement
in this written contract. However, all subcontractors’ endorsements shall specifically name
the City, its elected officials, officers, employees, volunteers, boards, agents, and
representatives as additional insureds and blanket endorsements are not acceptable.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self-insured retention, subject to written approval by the City,
and provided that such deductibles shall not apply to the City as an additional insured.
b. Automobile Liability
(i) At all times during the performance of the work under this
Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury
and property damage including coverage for owned, non-owned and hired vehicles, in a
form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as
broad as Insurance Services Office Form Number CA 00 01 covering automobile liability
(Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status. Consultant may provide blanket
endorsements to meet the Additional Insured requirement in this written contract. However,
all subcontractors’ endorsements shall specifically name the City, its elected officials, officers,
employees, volunteers, boards, agents, and representatives as additional insureds and
blanket endorsements are not acceptable.
(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
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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)
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.
[Delete the following provision and renumber all further provisions, if not applicable.]
e. Cyber Liability Insurance.
Cyber Liability Insurance covering (1) all acts, errors, omissions, negligence,
infringement of intellectual property; (2) network security and privacy risks, including but not
limited to unauthorized access, failure of security, breach of privacy perils, wrongful
disclosure, collection, or negligence in the handling of confidential information, privacy
perils, including coverage for related regulatory defense and penalties; (3) system failure,
damage to or destruction of electronic information, data recovery, business interruption,
cyber extortion, and information theft; (4) data breach expenses payable whether incurred
by City or Consultant, including but not limited to consumer notification, whether or not
required by law, computer forensic investigations, public relations and crisis management
firm fees, credit file or identity monitoring or remediation services in the performance of
services for City or on behalf of City hereunder. If a sub-limit applies to any elements of
coverage, the certificate of insurance evidencing the coverage above must specify the
coverage section and the amount of the sub-limit.
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f. 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)
[Remove Cyber if not applicable. Common insurance for website hosting]
Cyber Liability $5,000,000 per claim and annual aggregate
(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.
g. 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.
h. 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
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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. Consultant may provide blanket
endorsements to meet the Additional Insured requirement in this written contract.
However, all subcontractors’ endorsements shall specifically name the City, its elected
officials, officers, employees, volunteers, boards, agents, and representatives as additional
insureds and blanket endorsements are not acceptable.
(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.
i. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance
companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A:VII and admitted to transact in the
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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.
j. 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.
k. 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. All subcontractors’ endorsements shall specifically name the City, its elected
officials, officers, employees, volunteers, boards, agents, and representatives as additional
insureds and blanket endorsements are not acceptable. 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
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to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers,
employees, subcontractors, consultants or agents in connection with the performance of the
Consultant’s services, the Project or this Agreement, including without limitation the
payment of all 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 Project
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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
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reasonable value of services rendered for any portion of the work completed prior to
termination. If said termination occurs prior to completion of any task for the Project for
which a payment request has not been received, the charge for services performed during
such task shall be the reasonable value of such services, based on an amount mutually
agreed to by City and 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:
City of Arcadia
240 West Huntington Drive
Arcadia, CA 91066
Attn: [***INSERT NAME & DEPARTMENT***]
CONSULTANT:
[***INSERT NAME, ADDRESS & CONTACT
PERSON***]
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and shall be effective upon receipt thereof.
22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone
other than the City and the Consultant.
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.
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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
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
Date: Its:
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
Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a
detailed progress report that indicates the amount of budget spent on each task. Consultant
will inform City regarding any out-of-scope work being performed by Consultant. This is a
time-and-materials contract.
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EXHIBIT C
Activity Schedule
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EXHIBIT D
Federal Requirements