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AGR-5814.L - JOE MAR POLYGRAPH & INVESTIGATION SERVICES INCDocuSign Envelope ID: BAFE2B97-760E-4DE3-A715-189DA3716C26 DS AGR-5814.L PROFESSIONAL SERVICES AGREEMENT [Polygraph Services] THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at Orange, California, on this 30 day of May , 2023 . (the "Effective Date") by and between the CITY OF ORANGE, a municipal corporation ("City"), and JOE MAR POLYGRAPH & INVESTIGATION SERVICES, INC., a California corporation ("Contractor"), who agree as follows: 1. Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit "A," which is attached hereto and incorporated herein by reference. As a material inducement to City to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work. The services which are the subject of this Agreement are not in the usual course of City's business and City relies on Contractor's representation that it is independently engaged in the business of providing such services and is experienced in performing the work. Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner in conformance with the standards of quality normally observed by an entity providing such services to a municipal agency. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A" to the contrary. Fernando Maldonado, Sergeant ("City's Project Manager"), shall be the person to whom Contractor will report for the performance of services hereunder. It is understood that Contractor's performance hereunder shall be under the supervision of City's Project Manager (or his/her designee), that Contractor shall coordinate its services hereunder with City's Project Manager to the extent required by City's Project Manager, and that all performances required hereunder by Contractor shall be performed to the satisfaction of City's Project Manager and the City Manager. 2. Compensation and Fees. a. Contractor's total compensation for all services performed under this Agreement, shall not exceed TWENTY THOUSAND DOLLARS and 00/100 ($20,000.00) without the prior written authorization of City. b. Consultant's fee shall not exceed TWO HUNDRED FIFTY DOLLARS and 00/100 ($250.00) per polygraph exam. C. The above compensation shall include all costs, including, but not limited to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental, subsistence and all related expenses. DocuSign Envelope ID: BAFE2B97-760E-4DE3-A715-189DA3716C26 d. The term of this Agreement shall commence on the Effective Date and terminate on June 30, 2024. 3. Payment. a. As scheduled services are completed, Contractor shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred. b. All such invoices shall state the basis for the amount invoiced, including services completed, the number of hours spent and any extra work performed. C. City will pay Contractor the amount invoiced within thirty (30) days after the approval of the invoice. d. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice. 4. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefor have been previously authorized in writing and approved by City as an amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the services to be performed and compensation therefor. All amendments shall set forth the changes DocuSign Envelope ID: BAFE2B97-760E-4DE3-A715-189DA3716C26 d. The term of this Agreement shall commence on the Effective Date and terminate on June 30, 2024. 3. Payment. a. As scheduled services are completed, Contractor shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred. eXpellse, lUllllsll all IdURllles, n1aLenuis anu equipment wnlcn may De requirea for rurnlsning services pursuant to this Agreement. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees, including compliance with social security withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. Contractor acknowledges that it and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited 2 DocuSign Envelope ID: BAFE2B97-760E-4DE3-A715-189DA3716C26 to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 7. Contractor Not Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, to bind City to any obligation whatsoever. 8. Designated Persons. Only those qualified persons authorized by City's Project Manager, or as designated in Exhibit "A," shall perform work provided for under this Agreement. It is understood by the parties that clerical and other nonprofessional work may be performed by persons other than those designated. 9. Assignment or Subcontracting. No assignment or subcontracting by Contractor of any part of this Agreement or of funds to be received under this Agreement shall be of any force or effect unless the assignment has the prior written approval of City. City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting may be approved by the City Manager or his/her designee. 10. Time of Completion. Except as otherwise specified in Exhibit "A," Contractor shall commence the work provided for in this Agreement immediately upon the Effective Date of this Agreement and diligently prosecute completion of the work in accordance with the time period as otherwise agreed to by and between the representatives of the parties. DocuSign Envelope ID: BAFE2B97-760E-4DE3-A715-189DA3716C26 to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 7. Contractor Not Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, to bind City to any obligation whatsoever. 8. Designated Persons. Only those qualified persons authorized by City's Project 0 14. Products of Contractor. The documents, studies, evaluations, assessments, reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products produced or provided by Contractor for this Agreement shall become the property of City upon receipt. Contractor shall deliver all such products to City prior to payment for same. City may use, reuse or otherwise utilize such products without restriction. DocuSign Envelope ID: BAFE2B97-76OF-4DE3-A715-189DA3716G26 15. Equal Employment Opportunity. During the performance of this Agreement, Contractor agrees as follows: a. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause. b. Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. C. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials. IA (`nnflirte of Tntnrnet Cn"frarfnr arrrPPe that it An]] lint ma1rP in fIlP DocuSign Envelope ID: BAFE2B97-76OF-4DE3-A715-189DA3716G26 15. Equal Employment Opportunity. During the performance of this Agreement, Contractor agrees as follows: a. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Such actions shall include, but not be limited to the following: employment, upgrading, demotion under any law pertaining to Contractor or its employees' status as an independent contractor and any and all claims under Labor Code section 1720 related to the payment of prevailing wages for public works projects; and (2) Any claim, loss, injury to or death of persons or damage to property caused by any act, neglect, default, or omission other than a professional act or omission of Contractor, or person, firm or corporation employed by Contractor, either directly or by independent contract, including all damages due to loss or theft sustained by any person, firm or El DocuSign Envelope ID: BAFE2B97-760E-4DE3-A715-189DA3716C26 corporation including the Indemnitees, or any of them, arising out of, or in any way connected with the work or services which are the subject of this Agreement, including injury or damage either on or off City's property; but not for any loss, injury, death or damage caused by the active negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph. b. Reserved. C. Except for the Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement. d. The indemnities set forth in this section shall survive any closing, rescission, or termination of this Agreement, and shall continue to be binding and in full force and effect in perpetuity with respect to Contractor and its successors. 18. Insurance. a. Contractor shall carry workers' compensation insurance as required by law for the protection of its employees during the progress of the work. Contractor understands that it --- "--1------ 1---`----`----`- - ----1 --- ---11�7_ 1 1- --- -- -' -- ---'------- ----- *--- I---- ---- 1--- ----- DocuSign Envelope ID: BAFE2B97-760E-4DE3-A715-189DA3716C26 corporation including the Indemnitees, or any of them, arising out of, or in any way connected with the work or services which are the subject of this Agreement, including injury or damage either on or off City's property; but not for any loss, injury, death or damage caused by the active negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph. d. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement. e. Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy, but only with respect to the work performed by Contractor under this 5 DocuSign Envelope ID: BAFE2B97-760E-4DE3-A715-189DA3716C26 Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability insurance that is provided as part of the general or automobile liability minimums set forth herein shall be maintained for the duration of the Agreement. f. Reserved. g. The insurance policies maintained by Contractor shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy. Contractor will determine its own needs in procurement of insurance to cover liabilities other than as stated above. h. Before Contractor performs any work or prepares or delivers any materials, Contractor shall furnish certificates of insurance and endorsements; as required by City, evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten (10) days' prior written notice to City. i. Except for professional liability insurance coverage that may be required by this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to conduct the pertinent line of insurance business in California and having a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of professional liability insurance coverage, such coverage shall be issued by companies either licensed or admitted to conduct business in California so long as such insurer possesses the aforementioned Best rating. j Contractor shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by City. In such a case, City may procure insurance or self -insure the risk and charge Contractor for such costs and any and all damages resulting therefrom, by way of set-off from any sums owed Contractor. k. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer may acquire against City by virtue of the payment of any loss under such insurance. 1. Contractor shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to City for review and approval. All coverages for subcontractors shall be subject to all of the requirements stated herein. 0 DocuSign Envelope ID: BAFE2B97-760E-4DE3-A715-189DA3716C26 19. Termination. City may for any reason terminate this Agreement by giving Contractor not less than five (5) days' written notice of intent to terminate. Upon receipt of such notice, Contractor shall immediately cease work, unless the notice from City provides otherwise. Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement, unless termination by City shall be for cause, in which event City may withhold any disputed compensation. City shall not be liable for any claim of lost profits. 20. Maintenance and Inspection of Records. In accordance with generally accepted accounting principles, Contractor and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the "records") pertaining to the costs of and completion of services performed under this Agreement. City and its authorized representatives shall have access to and the right to audit and reproduce any of Contractor's records regarding the services provided under this Agreement. _ Contractor shall maintain all such records for a period of at least three (3) years after termination or completion of this Agreement. Contractor agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days' notice from City, and copies thereof shall be furnished if requested. 21. Compliance with all Laws/Immigration Laws. a. Contractor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement. DocuSign Envelope ID: BAFE2B97-760E-4DE3-A715-189DA3716C26 19. Termination. City may for any reason terminate this Agreement by giving Contractor not less than five (5) days' written notice of intent to terminate. Upon receipt of such notice, Contractor shall immediately cease work, unless the notice from City provides otherwise. Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement, unless termination by City shall be for cause, in which event City may withhold any disputed compensation. City shall not be liable for any claim of lost profits. 20. Maintenance and Inspection of Records. In accordance with generally accepted Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 (IRCA); and (2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and 7 DocuSign Envelope ID: BAFE2B97-760E-4DE3-A715-189DA3716C26 (3) Has properly maintained, and shall at all times during the term of this Agreement properly maintain, all. related employment documentation records including, without limitation, the completion and maintenance of the Form I-9 for each of Contractor's employees; and (4) Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security Administration. d. Contractor shall require all subcontractors or subconsultants to make the same representations and warranties as set forth in Subsection 21.c. e. Contractor shall, upon request of City, provide a list of all employees working under this Agreement and shall provide, to the reasonable satisfaction of City, verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by Contractor. Once such request has been made, Contractor may not change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees. L Contractor shall require all subcontractors or sub -consultants to make the same verification as set forth in Subsection 2Le. DocuSign Envelope ID: BAFE2B97-760E-4DE3-A715-189DA3716C26 (3) Has properly maintained, and shall at all times during the term of this Agreement properly maintain, all. related employment documentation records including, without limitation, the completion and maintenance of the Form I-9 for each of Contractor's employees; and (4) Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security 23. Integration. This Agreement constitutes the entire agreement of the parties. No other agreement, oral or written, pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both parties. Any work performed which is inconsistent with or in violation of the provisions of this Agreement shall not be compensated. 8 DocuSign Envelope ID: BAFE2B97-760E-4DE3-A715-189DA3716C26 24. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail, postage prepaid, to each parry at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e- mail shall be deemed received on the date of the e-mail transmission. "CONTRACTOR" Joe Mar Polygraph & Investigation Services, Inc. 415 W Foothill Blvd., Suite 125B Claremont, CA 91711 Attn.: Joe Delia Telephone: (909) 463-1423 E-Mail: pidelia@aol.com "CITY" City of Orange 300 E. Chapman Avenue Orange, CA 92866-1591 Attn.: Fernando Maldonado Telephone: (714) 744-7524 E-Mail: finaldonado@orangepd.org 25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures. fDn..,n;,,.ln.. nF.�nRn ;.�+n.,tin„nil.� lnf'4 i.ln..lr. a;Rn�t»>.on �n ►.nv+..Rol DocuSign Envelope ID: BAFE2B97-760E-4DE3-A715-189DA3716C26 24. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail, postage prepaid, to each parry at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e- mail shall be deemed received on the date of the e-mail transmission. "CONTRACTOR" "CITY" 0 DocuSign Envelope ID: BAFE2B97-760E-4DE3-A715-189DA3716C26 IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written. "CONTRACTOR" JOE MAR POLYGRAPH & INVESTIGATION SERVICES, INC., a California corporation DocuSigned by: * By: 1313DAF9C7874FC... Printed Name: Joe Delia Title: CEO DocuSigned by: *B F V U. Y Printed Name: are Delia Title: CFO DocuSign Envelope ID: BAFE2B97-760E-4DE3-A715-189DA3716C26 "CITY" CITY OF ORANGE, a municipal corporation DocuSigned by: LBy•RFAAFRFRJnA IdRR Thomas C. Kisela, City Manager APPROVED AS TO FORM: DocuSigned by: rnramnrna�FaRa Nathalie Adourian Senior Assistant City Attorney IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written. "CONTRACTOR" JOE MAR POLYGRAPH & INVESTIGATION SERVICES, INC., a California corporation DocuSigned by: F6" VW. "CITY" CITY OF ORANGE, a municipal corporation (DocuSigned by: DocuSigned .(.. �ioA. q 10 DocuSign Envelope ID: BAFE2B97-760E-4DE3-A715-189DA3716C26 EXHIBIT "A" SCOPE OF SERVICES [Beneath this sheet.] DocuSign Envelope ID: BAFE2B97-760E-4DE3-A715-189DA3716C26 DocuSign Envelope ID: BAFE2B97-760E-4DE3-A715-189DA3716C26 Joe Mar Orange P0.1-.1 Joe Mar Polygraph & Investigation Services, Inc. 415 W. Foothill Blvd Ste 125B Claremont, Ca 91711 661-810-3020 Orange Police Department 1107 N. Batavia Street Orange, California 92867 661-209-0582 May 18, 2023 Attention: Hilda Montoya EXHIBIT A Polygraph Examinations The following Service is provided for the Orange Police Dept. for Fiscal Years 7/1/2023 to 6/3n/.?n2a Joe Mar Polygraph & Investigation Services, Inc. 415 W. Foothill Blvd Ste 125B Claremont, Ca 91711 661-810-3020 Orange Police Department 661-209-0582 Y J. Delia Kertified Polygraph Examiner