HomeMy WebLinkAboutAGR-7953 - SDI PRESENCE, LLC. - PERSONNEL INVESTIGATION & FORENSIC ANALYSISL)ocusign Envelope ID:CAF99A27-04C9-8478-8082-B8118276BFA3
AGR-7953
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PROFESSIONAL SERVICES AGREEMENT
PERSONNEL INVESTIGATION AND FORENSIC ANALYSIS SERVICES]
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into on
this 30th day of June 2026, by and between the CITY OF ORANGE, a municipal
corporation ("City"), and SDI PRESENCE, LLC, a Delaware limited liability company
Consultant").
1. Services to be Performed
Consultant shall provide professional personnel investigation and forensic analysis services in
connection with administrative investigations, employee misconduct matters, workplace
complaints, and related employment matters, as more particularly described in Exhibit "A,"
attached hereto and incorporated herein by this reference.
The Consultant's role is to gather facts, analyze evidence, perform forensic analysis, preserve
evidence integrity, and prepare investigative findings, but shall not provide legal advice or final
disciplinary recommendations. City may use the Consultant's findings to assess the legal merits
of the findings and determine an appropriate course of action.
Consultant shall perform services in compliance with applicable federal, state, and local laws.
Consultant shall be responsible for its own negligent acts,errors,and omissions in the performance
of services under this Agreement.
City and Consultant agree that Consultant shall not provide information to the news media or third
parties regarding any investigation conducted on behalf of City,except as required by law or legal
process.
Consultant is an independent contractor and is not an employee of City and is not entitled to any
benefits afforded to employees of City.Consultant is not covered by City's Workers Compensation
Benefits provisions.
2. Compensation
City shall pay Consultant as consideration for services satisfactorily rendered pursuant to this
Agreement at the following hourly rates:
Senior Forensic Examiner: $285.00 per hour;
Forensic Examiner: $235.00 per hour; and
Project Manager: $195.00 per hour.
Mileage shall be reimbursed at the current IRS business mileage rate.
Third-party professional services, including transcription services, technical consulting services,
and approved travel expenses, shall be billed at actual cost with prior approval from City.
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Total compensation paid pursuant to this Agreement shall not exceed FIFTY-NINE THOUSAND
NINE HUNDRED NINETY-NINE DOLLARS AND 99/100 ($59,999.99) without prior written
approval from City.
A condition precedent to payment shall be that Consultant submit invoices identifying the dates
services were performed, the nature of the work performed, the time spent on each task, and the
amount charged.
Consultant shall generally submit monthly invoices for services performed and costs incurred.
Invoices shall be due and payable within thirty(30)days of receipt.
If Consultant is required to provide testimony at any post-investigation hearing, deposition,
arbitration, or trial, compensation shall be billed at the applicable hourly rate, with a four-hour
minimum,plus approved expenses.
3. Term
This Agreement shall become effective as of the date first written above and shall remain in effect
until services are completed, unless earlier terminated by either party upon five (5) days written
notice.
4.Warranty
Consultant warrants that services performed under this Agreement shall be performed in a
professional manner in accordance with generally accepted investigative and forensic practices
and procedures.
Consultant makes no other warranty, express or implied.
5. Confidentiality
Unless required by law, Consultant shall not disclose the substance of any report, estimate,
recommendation, fmdings, opinions, or conclusions provided to City in connection with services
under this Agreement.
Consultant agrees to treat all data, documents, reports, recordings, interview notes, drafts,
electronically stored information, and other information relating to services under this Agreement
as confidential.
All reports, notes, interview recordings, drafts, electronic evidence, forensic images, and
investigative materials prepared by Consultant shall be provided to City upon request or
completion of the investigation.
To the maximum extent permitted by law, services provided under this Agreement shall be treated
as confidential.
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6. Insurance and Indemnification
Consultant shall procure and maintain for the duration of this Agreement insurance against claims
which may arise from or in connection with the performance of the services hereunder by
Consultant, its agents,representatives, employees, or subcontractors.
Coverage shall be at least as broad as:
a. Commercial General Liability insurance with limits not less than $1,000,000 per
occurrence and$2,000,000 aggregate.
b.Workers' Compensation insurance as required by the State of California and Employer's
Liability insurance of not less than $1,000,000 per accident. If Consultant claims exemption,
Consultant shall provide a signed exemption declaration acceptable to City.
d. Professional Liability / Errors and Omissions insurance with limits not less than
1,000,000 per claim and aggregate covering forensic analysis, investigative services, and
professional consulting services.
City,its officers,officials,employees,agents, and volunteers shall be named as additional insureds
on the Commercial General Liability policy.
Except for the Errors and Omissions policy, coverage shall be primary and non-contributory with
respect to any insurance maintained by City.
Consultant shall provide certificates of insurance and endorsements evidencing coverage prior to
commencing services.
Consultant shall defend, indemnify, and hold harmless City, its officers, officials, employees,
agents, and volunteers from and against all claims,damages,losses,liabilities,costs,and expenses
arising out of or relating to the negligent acts, errors, or omissions or willful misconduct of
Consultant, its officers, employees, agents, subcontractors, or anyone directly or indirectly
employed by them in the performance of this Agreement.
7. Force Majeure
Neither party shall be liable for failure to perform its obligations under this Agreement where such
failure is caused by circumstances beyond that parry's reasonable control.
8. Mediation
If any dispute arises out of or relates to this Agreement,the parties agree to first attempt to resolve
the dispute through mediation before pursuing litigation.
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9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of
California. Venue for any action arising out of or relating to this Agreement shall lie exclusively
in the County of Orange, State of California.
10. Conflicts Between Documents
In the event of any conflict between this Agreement and any proposal, quote, estimate, statement
of work, or vendor-prepared document provided by Consultant, the terms of this Agreement shall
control.
11. Integration
This Agreement, together with Attachment A, constitutes the entire understanding between the
parties relating to the subject matter herein and supersedes all prior negotiations, representations,
or agreements, whether written or oral.
12. Amendments
No amendment or modification to this Agreement shall be valid unless made in writing and
signed by both parties.
IN WITNESS WHEREOF, the parties have caused this PROFESSIONAL SERVICES
AGREEMENT to be executed on the day and year first set forth above.
SDI PRESENCE, LLC, a Delaware limited liability company
Signed by:
By: 47 -
Prin ed 'fh ".°Shoma Meyer
Title: Chief Financial Officer
CITY OF ORANGE, a municipal corporation
sgn.a by:
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araJt.Tildenbrand, City Manager
ATTEST:
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See
oleman, City Clerk
APPROVED AS TO FORM:
DoeuSgn.d Nr
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Nate"Adourian, City Attorney
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EXHIBIT "A"
SCOPE OF SERVICES
SDI Quote and Services Agreement OR-0001 dated May 8,2026,attached hereto and incorporated
herein by this reference.
In the event of any conflict between this Agreement and Exhibit"A,"the terms of this Agreement
shall control.
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