HomeMy WebLinkAboutTruth be Told Polygraph, LLC No. 1 - 2012-04-04 �a CONTRACTS SU1 IWIITT dry 1 1. 3
CITY CLERK'S QFFId
To: JCAN FLYNN, City Clerk
Name of Contractor: Truth be Told Polygraph, LLC No. 1
Purpose of Contract: For Example:Audit Services or Water Quality Testing Huntington Lake—Huntington Central Park
To provide field Work for background investigations.
Amount of Contract: $30,000.00
Copy of contract distributed to: The original insurance certificatet a_iver distributed
Initiating Dept. to Risk Management
Finance Dept. ® ORIGINAL bonds sent to Treasurer 0
Sandie Frakes 5249 Date: 10/31/2012
Name/Extension
City Attorney's Office
�d
G:AttyMisclContract Forms/City Clerk Transmittal
uw- . CITY OF HUNTINGTON BEACH
Professional Service Approval Form
PANT II
Date: 7/27/2012 Project Manager: Shirleen McNamee
Requested by Name if different from Project Manager:
Department: Police
PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE
COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I
& II MUST BE FILED WITH ALL APPROVED CONTRACTS.
1) Name of consultant: Truth Be Told Polygraph, LLC
2) Contract Number: POL
(Contract numbers are obtained through Finance Administration x 5630)
3) Amount of this contract: $ 30,000
4) Is this contract less than $50,000? ® Yes ❑ No
5) Does this contract fall within $50,000 and $100,000? ❑ Yes ® No
6) Is this contract over $100,000? ❑ Yes ® No
(Note: Contracts requiring City Council Approval need to be signed by the Mayor and
City Clerk. Make sure the appropriate signature page is attached to the contract.)
7) Were formal written proposals requested from at least three available qualified
consultants? ® Yes ❑ No
8) Attach a list of consultants from whom proposals were requested (including a contact
telephone number.)
9). Attach Exhibit A, which describes the proposed scope of work.
10) Attach Exhibit B, which describes the payment terms of the contract.
Budget Agproval Sigfl ture Date
Director of Finance (or designee) Signature D to
CITY OF HUNTINGTON BEACH
Professional Service Approval Form
. PART I
Date: 4/3/2012 Project Manager Name: Shirleen McNamee
Requested by Name if different from Project Manager:
Department: Police
PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE
COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER,
FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT
PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS.
1) Briefly provide the purpose for the agreement:
To provide field work for background investigations for the Huntington Beach Police Department
including conducting employer, previous agency and neighborhood checks for applicants for
positions in the Police Department.
2) Estimated cost of the services being sought: $ 30,000
3) Are sufficient funds available to fund this contract? ® Yes ❑ No
If no, please explain: Scheduled for FY 2012/2013
4) Check below how the services will be obtained:
® A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted.
❑ MC 3.03.08(b)— Other Interagency Agreement procedure will be utilized.
❑ MC 3.03.08 —Contract Limits of$30,000 or less exempt procedure will be utilized.
5) Is this contract generally described on the list of professional service contracts approved by the
City Council? If the answer to this question is "No," the contract will require approval from the
City Council.) es No
.5
Fiscal Se ces Mana4err Signature Date
6) Amount, Business Unit(8 digits) and Object Code (5 digits)where funds are budgeted
(Please note that a budget check will occur at the object code level):
10070109,69300 $ 30,000 $
Budget Approval Date
D rtment Head,Signature(s) Date
/ rector f `inance's Signature pate
Dept City Manager's Signature Date
E
APPROVED !ED ❑ !
11- IZ- f
y anager's Signature Date
Bid Results for Project Polygraph Examination Services(2012-0618)
Issued on 06/18/2012
Bid Due on July 11,2012 4:00 PM(Pacific)
Exported on 10/04/2012
Bidder Info
Vendor Name Address Address 2 City State ZipCode Respondee Respondee Title Respondee Phone Respondee Email Bid Submit Date
Truth Be Told Polygraph,LLC 407 W.Imperial Hwy. Ste.H-213 Brea CA 92821 Yolanda Gellis Manager 562-900-5366 Ext. tbtpolygraph@yahoo.com 7/10/2012 9i45
Joe Mar Polygraph 12939 Banyan Street Rancho Cucamonga CA 91739 Joe Delia Owner 909-463-1423 Ext. weisblitz2@verizon.net 6/18/2012 16:33
i
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
TRUTH BE TOLD POLYGRAPH, LLC
FOR
POLYGRAPH ADMNISTRATION AND EVALUATION
THIS AGREEMENT ("Agreement") is made and entered into by and between the City of
Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as
"CITY, and Truth Be Told Polygraph, a LLC hereinafter referred to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to provide polygraph
administration and evaluation: and
Pursuant to documentation on file in the office of the City Clerk, the provisions of the
Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service
contracts have been complied with; and
CONSULTANT has been selected to perform these services,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
1. SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A," which is
attached hereto and incorporated into this Agreement by this reference. These services shall
sometimes hereinafter be referred to as the "PROJECT."
CONSULTANT hereby designates Yolanda Gellis who shall represent it and be
its sole contact and agent in all consultations with CITY during the performance of this
Agreement.
2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT in the
performance of this Agreement.
agree/surfnet/professional svcs to$49
12-07 1 of I I
3. TERM: TIME OF PERFORMANCE
Time is of the essence
of this Agreement. The services of CONSULTANT are to
commence on 20 1 ?,-(the "Commencement Date"). This Agreement
shall automatically terminate three (3) years from the Commencement Date, unless extended or
sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no
later than three (3) years from the Commencement Date. The time for performance of the tasks
identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be
amended to benefit the PROJECT if mutually agreed to in writing by CITY and
CONSULTANT.
In the event the Commencement Date precedes the Effective Date,
CONSULTANT shall be bound by all terms and conditions as provided herein.
4. COMPENSATION
In consideration of the performance of the services described herein. CITY agrees
to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B,"
which is attached hereto and incorporated by reference into this Agreement, a fee, including all
costs and expenses, not to exceed thirty thousand Dollars ($30,000).
5. EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A" or
changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such
work only after receiving written authorization from CITY. Additional compensation for such
extra work shall be allowed only if the prior written approval of CITY is obtained.
6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "B."
agree/surfnet/professional.svcs to$49
12-07 2 of I I
7. DISPOSITION OF PLANS. ESTIMATES AND OTHER DOCUMENTS
CONSULTANT aQiees that title to all materials prepared hereunder, including,
without limitation, all original drawings, designs, reports, both field and office notices,
calculations, computer code, language, data or programs, maps, memoranda, letters and other
documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY
upon expiration or termination of this Agreement or upon PROJECT completion, whichever
shall occur first. These materials may be used by CITY as it sees fit.
8. HOLD HARMLESS
CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless
CITY, its officers, elected or appointed officials, employees, agents and volunteers from and
against any and all claims, damages, losses, expenses, judgments, demands and defense costs
(including, without limitation, costs and fees of litigation of every nature or liability of any kind
or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's
subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its
failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its
officers, agents or employees except such loss or damage which was caused by the sole
negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole
cost and expense and CITY shall approve selection of CONSULTANT's counsel. This
indemnity shall apply to all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as limitation upon the amount of indemnification to be
provided by CONSULTANT.
agree/surfnet/professional Svcs to$49
12-07 3 of 11
9. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish to CITY a professional liability
insurance policy covering the work performed by it hereunder. This policy shall provide
coverage for CONSULTANT's professional liability in an amount not less than One Million
Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance
shall not contain a self-insured retention without the express written consent of CITY; however
an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A
claims-made policy shall be acceptable if the policy further provides that:
A. The policy retroactive date coincides with or precedes the initiation of the
scope of work (including subsequent policies purchased as renewals or
replacements).
B. CONSULTANT shall notify CITY of circumstances or incidents that
might give rise to future claims.
CONSULTANT will make every effort to maintain similar insurance during the
required extended period of coverage following PROJECT completion. If insurance is
terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision
of at least two (2) years to report claims arising from work performed in connection with this
Agreement.
If CONSULTANT fails or refuses to produce or maintain the insurance required
by this section or fails or refuses to furnishthe CITY with required proof that insurance has been
procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to
forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be
paid for its time and materials expended prior to notification of termination. CONSULTANT
agree/surfnet/professional Svcs to$49
lz-m 4 of 11
waives the right to receive compensation and agrees to indemnify the CITY for any work
performed prior to approval of insurance by the CITY.
10. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSULTANT shall
furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the.
foregoing insurance coverage as required by this Agreement; the certificate shall:
A. provide the name and policy number of each carrier and policy;
B. state that the policy is currently in force, and
C. shall promise that such policy shall not be suspended, voided or canceled
by either party, reduced in coverage or in limits except after thirty (30)
days' prior written notice; however. ten (10) days' prior written notice in
the event of cancellation for nonpayment of premium.
CONSULTANT shall maintain the foregoing insurance coverage in force until the
work under this Agreement is fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverage shall not derogate
from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in
this Agreement. CITY or its representative shall at all times have the right to demand the
original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely
manner, the premiums on the insurance hereinabove required.
11. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of this
Agreement as an independent contractor herein and not as an employee of CITY.
CONSULTANT shall secure at its own cost and expense, and be responsible for any and all
agree/surfnet/professionalsvcs to$49
12-07 5 of 11
payment of all taxes, social security, state disability insurance compensation, unemployment
compensation and other payroll deductions for CONSULTANT and its officers, agents and
employees and all business licenses, if any, in connection with the PROJECT and/or the services
to be performed hereunder.
12. TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike
manner. CITY may terminate CONSULTANT's services hereunder at any time with or without
cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement
by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as
provided herein. In the event of termination, all finished and unfinished documents, exhibits,
report, and evidence shall, at the option of CITY, become its property and shall be promptly
delivered to it by CONSULTANT.
13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall not be
assigned, delegated or subcontracted by CONSULTANT to any other person or entity without
the prior express written consent of CITY. If an assignment, delegation or subcontract is
approved, all approved assignees, delegates and subconsultants must satisfy the insurance
requirements as set forth in Sections 9 and 10 hereinabove.
14. COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work, item or material
produced as a result of this Agreement.
agree/surfnet/professional sves to$49
12-07 6 of 11
15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY employee
in the work performed pursuant to this Agreement. No officer or employee of:CITY shall have
any financial interest in this Agreement in violation of the applicable provisions of the California
Government Code.
16. NOTICES
Any notices, certificates, or other communications hereunder shall be given either
by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to
CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage
prepaid, and depositing the same in the United States Postal Service, to the addresses specified
below. CITY and CONSULTANT may designate different addresses to which subsequent
notices, certificates or other communications will be sent by notifying the other party via
personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested:
TO CITY: TO CONSULTANT:
City of Huntington Beach Truth Be Told Polygraph, LLC
ATTN: Shirleen McNamee 407 W. Imperial Hwy., Suite H-213
2000 Main Street Brea, CA 92821
Huntington Beach, CA 92648
17. CONSENT
When CITY's consent/approval is. required under this Agreement, its
consent/approval for one transaction or event shall not be deemed to be a consent/approval to
any subsequent occurrence of the same or any other transaction or event.
agree/surfnet/professionalsvcs to$49
12-07 7 of 11
18. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid
unless in writing and duly executed by both parties.
19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive
phrases at the beginning of the various sections in this Agreement are merely descriptive and are
included solely for convenience of reference only and are not representative of matters included
or excluded from such provisions, and do not interpret, define, limit or describe, or construe the
intent of the parties or affect the construction or interpretation of any provision of this
Agreement.
20. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed as a
whole, according to its fair meaning, and not strictly for or against any of the parties. If any
Zn
provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be
unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining
covenants and provisions of this Agreement. No covenant or provision shall be deemed
dependent upon any other unless so expressly provided here. As used in this Agreement. the
masculine or neuter gender and singular or plural number shall be deemed to include the other
whenever the context so indicates or requires. Nothing contained herein shall be construed so as
to require the commission of any act contrary to law, and wherever there is any conflict between
any provision contained herein and any present or future statute, law, ordinance or regulation
contrary to which the parties have no right to contract, then the latter shall prevail, and the
agree/surfnet/professional sves to$49
12-07 8 of I I
provision of this Agreement which is hereby affected shall be curtailed and limited only to the
extent necessary to bring it within the requirements of the law.
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared
and signed in counterparts as duplicate originals. each of which so executed shall. irrespective of
the date of its execution and delivery. be deemed an original. Each duplicate original shall be
deemed an original instrument as against any party who has signed it.
22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the immigration
and naturalization laws of the United States and shall, in particular, comply with the provisions
of the United States Code regarding employment verification.
23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly outside
the scope of services contemplated hereunder. CONSULTANT understands that pursuant to
Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for
CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
CONSULTANT.
24. ATTORNEY"S FEES
In the event suit is brought by either party to construe, interpret and/or enforce the
terms and/or provisions of this Agreement or to secure the performance hereof. each party shall
bear its own attorney"s fees. such that the prevailing party shall not be entitled to recover its
attorney's fees from the nonprevailing party.
agree/surfnet/professional Svcs to$49
12-07 9 of 11
25. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context survive
the expiration or termination of this Agreement, shall so survive.
26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of
the State of California.
27. SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow has the
power, authority and right to bind their respective parties to each of the terms of this Agreement,
and shall indemnify CITY fully for any injuries or damages to CITY in the event that such
authority or power is not, in fact,held by the signatory or is withdrawn.
CONSULTANT's initials
28. ENTIRETY
The parties acknowledge and agree that they are entering into this Agreement
freely and voluntarily following extensive arm's length negotiation, and that each has had the
opportwmity to consult with legal counsel prior to executing this Agreement. The parties also
acknowledge and agree that no representations, inducements, promises, agreements or
warranties, oral or otherwise, have been made by that party or anyone acting on that party's
behalf, which are not embodied in this Agreement, and that that party has not executed this
Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or
circumstance not expressly set forth in this Agreement. This Agreement, and the attached
exhibits, contain the entire agreement,between the parties respecting the subject matter of this
agree/surfnet/pmfessional sves to$49
12-07 10 of I 1
Agreement, and supersede all prior understandings and agreements whether oral or in writing
between the parties respecting the subject matter hereof.
29. EFFECTIVE DATE
This Agreement shall be effective on the date of its approval by the City Attorney.
This Agreement shall expire when terminated as provided herein.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed
by and through their authorized officers.
CONSULTANT, CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of
Truth Be Told Polygraph,LLC California
COMPANY NAME
Yolanda Gellis
YIGQ a9 Director/Chief
By: NaV (Pursuant To HBMC F3.03.100)
print name
ITS: (circle oJ Chairman/President/Vice President 'VED AS TO FORM:
AND
� 7Ocity ey
By: o
Date A
print name
ITS: (circle one)Secretary/Chief �nancial Officer/Asst.
Secretary—Treasurer
agree/surfnet/professional Svcs to S49
12-07 11 of 11
EXHIBIT "A"
A. STATEMENT OF WORK: (Narrative of work to be performed)
In an effort to hire quality personnel for the police department to serve the public, it is essential
to properly screen candidates during the hiring process. The City of Huntington Beach—Police
Department promotes a careful and complete screening of all candidates which includes a
polygraph examination. The City proposes to use a trained professional to administer and
evaluate all polygraph examinations
The focus of this service contract is to provide necessary and essential services in order to
facilitate the smooth operation of the Police Department and to provide impartial screening of
candidates for police department positions.
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:
1. The consultant will provide trained and appropriately licensed personnel to administer
polygraph examinations.
2. The consultant will respond to requests from the Police Department to administer
polygraph tests to police candidates.
3. The consultant will arrange for a date and time to meet with the candidate at the police
department or a mutually agreed upon location to administer the polygraph test.
4. The consultant will explain the procedure to the candidate and the process for
administering the test.
5. The consultant will provide a pre-screening questionnaire to the candidate to complete.
EXHIBIT A
6. The consultant will administer the polygraph test to the candidate.
7. The consultant will record each question asked of the candidate in a written format and
will record all results on a permanent media, such as a computer or paper readout.
8. The consultant will review the results of the polygraph and provide a written evaluation
to the Police Department
9. The consultant will maintain all appropriate licenses as necessary.
10. The consultant will provide Worker's Compensation insurance of not less than that set
forth by City contract provisions.
C. CITY'S DUTIES AND RESPONSIBILITIES:
1. Pay consultant after an invoice is received from the consultant.
2. Review all reports submitted by the consultant.
3. Negotiate rates with consultant as necessary.
4. Provide overall review of the services.
D. WORK PROGRAM/PROJECT SCHEDULE:
These services will be conducted within the contract period. It is understandable that some
services will continue beyond the contract period if the services are ongoing. These ongoing
services will not have any costs that will be assessed beyond the contract period.
EXHIBIT A
EXHIBIT "B"
Payment Schedule (Hourly Payment)
A. Hourlv Rate
CONSULTANT'S fees for such services shall be based upon the following hourly rate and
cost schedule:
1. Admistration and evaluation of one polygraph examination per candidate:
Year 1: $225.00 Year 2: $225.00 Year 3: $225.00
2. CONSULTANT shall be remitted $100.00 for cancellation of scheduled examination,
within two (2) hours of the scheduled date and time.
3. CONSULTANT shall be remitted $200.00 for re-testing of a candidate, if not in
succession of another test with the same candidate, as requested by the City.
B. Travel Charges for time during travel are not reimbursable.
C. Billing
I. All billing shall be done monthly in fifteen (15) minute increments and matched to
an appropriate breakdown of the time that was taken to perform that work and who
performed it.
2. Each month's bill should include a total to date. That total should provide, at a
glance, the total fees and costs incurred to date for the project.
3. A copy of memoranda, letters, reports, calculations and other documentation
prepared by CONSULTANT may be required to be submitted to CITY to
demonstrate progress toward completion of tasks. In the event CITY rejects or has
comments on any such product, CITY shall identify specific requirements for
satisfactory completion.
4. CONSULTANT shall submit to CITY an invoice for each monthly payment due.
Such invoice shall:
A) Reference this Agreement;
B) Describe the services performed;
C) Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT's firm
that the work has been performed in accordance with the provisions of this
Agreement; and
E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is
making satisfactory progress toward completion of tasks in accordance with this
1
Exhibit B
Agreement, CITY shall approve the invoice, in which event payment shall be made
within thirty (30) days of receipt of the invoice by CITY. Such approval shall not
be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify
CONSULTANT in writing of the reasons for non-approval and the schedule of
performance set forth in Exhibit "A" may at the option of CITY be suspended until
the parties agree that past performance by CONSULTANT is in, or has been
brought into compliance, or until this Agreement has expired or is terminated as
provided herein.
5. Any billings for extra work or additional services authorized in advance and in
writing by CITY shall be invoiced separately to CITY. Such invoice shall contain
all of the information required above, and in addition shall list the hours expended
and hourly rate charged for such time. Such invoices shall be approved by CITY if
the work performed is in accordance with the extra work or additional services
requested, and if CITY is satisfied that the statement of hours worked and costs
incurred is accurate. Such approval shall not be unreasonably withheld. Any
dispute between the parties concerning payment of such an invoice shall.be treated
as separate and apart from the ongoing performance of the remainder of this
Agreement.
2
Exhibit B
EXHIBIT "B"
Payment Schedule(Fixed Fee Payment)
1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee
set forth herein in accordance with the following progress and payment schedules.
2. Delivery of work product: A copy of every memorandum, letter, report, calculation
and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate
progress toward completion of tasks. In the event CITY rejects or has comments on any such
product, CITY shall identify specific requirements for satisfactory completion.
3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment
due. Such invoice shall:
A) Reference this Agreement;
B) Describe the services performed;
C) Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT's firm that
the work has been performed in accordance with the provisions of this
Agreement; and
E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making
satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall
approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the
invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an
invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the
schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the
parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or
until this Agreement has expired or is terminated as provided herein.
4. Any billings for extra work or additional services authorized in advance and in
writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the
information required above, and in addition shall list the hours expended and hourly rate charged for
such time. Such invoices shall be approved by CITY if the work performed is in accordance with the
extra work or additional services requested, and if CITY is satisfied that the statement of hours
worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any
dispute between the parties concerning payment of such an invoice shall be treated as separate and
apart from the ongoing performance of the remainder of this Agreement.
Exhibit B
PROFESSIONAL SERVICES CONTRACT BETWEEN,
THE CITY OF HUNTINGTON BEACH AND
TRUTH BE TOLD POLYGRAPH, LL.0
FOR
POLYGRAPH ADMINISTRATION AND EVALUATION
Table of Contents
1 Scope of Services.....................................................................................................1
2 City Staff Assistance................................................................................................2
3 Term; Time of Performance.....................................................................................2
4 Compensation ..........................................................................................................2
5 Extra Work...............................................................................................................2
6 Method of Payment...................................................................................................
7 Disposition of Plans, Estimates and Other Documents ...........................................3
8 Hold Harmless ..........................................................................................................
9 Professional Liability Insurance.............................................................................4
10 Certificate of Insurance............................................................................................5
11 Independent Contractor............................................................................................6
12 Termination of Agreement.......................................................................................6
13 Assignment and Delegation......................................................................................6
14 Copyrights/Patents...................................................................................................7
15 City Employees and Officials..................................................................................7
16 Notices.........................................................................................7
17 Consent....................................................................................................................8
18 Modification.............................................................................................................8
19 Section Headings .....................................................................................................8
20 Interpretation of this Agreement..............................................................................8
21 Duplicate Original....................................................................................................9
22 Immigration...............................................................................................................9
23 Legal Services Subcontracting Prohibited................................................................9
24 Attorney's Fees..........................................................................................................10
25 Survival.....................................................................................................................10
26 Governing Law .........................................................................................................10
27 Signatories.................................................................................................................10
28 Entirety......................................................................................................................10
29 Effective Date.................................................................................I I
t3A TE(MMIDDIYY!Y)
ACCO " CERTIFICATE OF LIABILITY INSURANCE a/2/2012
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 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 endors2ment(s).
PRODUCER CONTACT
NAME:
COMPLETE EQUITY MARKETS INC HONo6ct: (g47 541-0900 FAX
1190 Flex Court E-MAIL
A/C.No:(S47y 541-0444
Lake Zurich, IL 60047 ADDRESS:
INSURERS}AFFORDING COVERAGE NAICb
INSURER A:Underwriters at Lloyd's, London
INSURED Yolanda Gellls dba INSURER B:
Truth Be Told Poylgraph, LLC INSURERC:
1033 East Imperial Highway Suite E-10 #D INSURERD:
Brea, CA 92821 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 ADDL SUBR POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MWDDIYYYY MMIDDJYYYY LIMITS
GENERAL LIABILITY EACH OCCURRENCE $ 1 00O 000
X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $ rJ❑ ❑0❑
fCLAIMS-MADE I -1 t OCCUR MED EXP(Anyone person) $ 5,000
A 1700440 11/01/11 11/01/12 PERSONAL&ADV INJURY $ EXCLUDED
GENERAL AGGREGATE $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-CDMP/OPAGG $ 1,000,000
X POLICY j� LOC $
. . AUTOMOBILE LIABILITY COMBINED SINGLE -MIT
Ea accident $
ANYAUTO BODILY INJURY(Per person) $
ALL OWNED SCHEDULED OS t �+ }� BODILY INJURY(Per accident) $
AUTOS NON-OWNED A 'PRQ ���.3 P - ROPE TYDAMAGE $
HIRED AUTOS AUTOS t Per accident
t i $
UMBRELLA LIAB OCCUR C / EACH OCCURRENCE $
- __EXCESS
EXC LIAB CLAIMS-MADE AGGREGATE $
DED RETENTION$ ! !ll 1 $
WORKERS COMPENSATION WCSTATU- OTH-
AND EMPLOYERS'LIABILITY YIN TORY LIMITS ER
ANY PROPMETORMAR7NERIEXECUTIVE ❑ N/A E.L.EACH ACCIDENT $
OFFICERIMEMSER EXCLUDED?
(Mmd.tory in NH) E.L.DISEASE-EA EMPLOYE $
If yes,des ribe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I$
A Professional 207322 07/25/12 07/25/13 $1,000,000 Each Claim
Liability $2 000 000 Aggregate
DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required)
See pages two, three, and four for additional information.
I'
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
City of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Attn: Jim SlObO]an ACCORDANCE WITH THE POLICY PROVISIONS.
2000 Main Street
AUTHORIZED REPRESENTATIVE
Huntington Beach, CA 92648
4
O 1988-2010 ACORD CORPORATION. All rights reserved.
ACORD25(2010/05) The ACORD name and logo are registered marks of ACORD
Bid Results for Project Polygraph Examination Services(2012-0618)
Issued on 06/18/2012
Bid Due on July 11,2012 4:00 PM(Pacific)
Exported on 10/04/2012
Bidder Info
Vendor Name Address Address 2 City State ZipCode Respondee Respondee Title Respondee Phone Respondee Email Bid Submit Date
Truth Be Told Polygraph,LLC 407 W.Imperial Hwy. Ste.H-213 Brea CA 92821 Yolanda Gellis Manager 562-900-5366 Ext. tbtpolygraph@yahoo.com 7/10/2012 9:45
Joe Mar Polygraph 12939 Banyan Street Rancho Cucamonga CA 91739 Joe Delia Owner 909-463-1423 Ext. weisblitz2@verizon.net 6/18/2012 16:33
' a
241 .14 1Q111
LLC-11 I File#
State of California 0-1
Secretary of State ENQumbg:D - FILED
in the of a of theSeaetaryof State
of the State of Califomfa
LIMITED LIABILITY COMPANY MAY 25 2010
ARTICLES OF ORGANIZATION
A$70.00 filing fee must accompany this form.
IMPORTANT—Read instructions before compisting this form. This Space For Filing Use Orgy
ENTITY NAME (End the name with the words'Limited Liability Company,'er the abbreviations'LLC'or'L.L.C.' The words'Limited'and'Company'
maybe abbreviated to'Ltd.'and'Co..'respectively)
1. NAME OF LIMITED LIABILITY COMPANY
TRUTH BE TOLD POLYGRAPH,LLC
PURPOSE (The following statement Is required by statute and should riot be shared.)
2. THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY
COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-IULLEA LIMITED LIABILITY COMPANY ACT.
INITIAL AGENT FOR SERVICE OF PROCESS (It the agent Is an Individual.the agent must reside In California and both Items 3 and 4 must be
completed. if the agent Is a corporation,the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code
section 1505 and Item 3 must be completed(leave Item 4 blank).
3. NAME OF INITIAL AGENT FOR SERVICE OF PROCESS
YOLANDA GELLiS
4. IF AN INDIVIDUAL.ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFORNIA CITY STATE ZIP CODE
1033 East Imperial Highway, Suite E-10#D Brea CA 92821
MANAGEMENT(Check only one)
5. THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY:
aONE MANAGER
®MORE THAN ONE MANAGER
®ALL LIMITED LIABILITY COMPANY MEIABER(S)
ADDITIONAL INFORMATION
8. ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES,IF ANY,IS INCORPORATED HEREIN BY THIS REFERENCE ANO MADE APART
OF THIS CERTIFICATE.
EXECUTION
T. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT,WHICH EXECUTION IS MY ACT AND DEED.
May 25,2010
DATE SIGNATURE OF ORGkbZtR to m gy
Matthew A.Sumrow 'P ch
TYPE OR PRINT NAME OF ORGANIZER
LLC•t(REV 801007) APPROVED BYSECRETARY OF STATE
41) NRAI
CORPORATE
SERVICES
Formerly Charles Ballet and Associates,Inc.
FILING STATUS REPORT
Date:June 3,2010
Matt Sumrow NRAI Order Number:CBA201002815
Law Office of Matt Sumrow NRAI Service Rep: Kevin Wong
4695 MacArthur Court, Suite 310 Service Rep E-mail: kwong@nrai.com
Newport Beach,CA 92660 Client Reference Number:N/A
ATTACHED PLEASE FIND FVIDENLE OF THE FOLLOWINQ FILING(S)REOITF�TFD_
t t-i~fl t i€ E€lit n sl€,�t I y.d .� �. tS s 4E�.,s,: ¢ a p t-€t^€a t € _ _ €,€, n GIs i t f c
.s} S e" t si3 sin }/��" (yiii $) ii p i€hih rf _<
k :S UA�S NA. :YIE�T.,1� ,V �T �`1 3:y{ i 3
'' �t His �1 st£g, `'�� s�yin."O" a ''`` t- [•taE€Hail Ehtl€�'E 1� '"(`� T'&i i"fi°ihtL, - Eh!I7 i°i
..
Type of Filing: INCORPORATION/FORMATION FILING
JURISDICTION FILE DATE FILE NUMBER
SECRETARY OF STATE, 5/25/2010 201014710111
CALIFORNIA
287 Michelle Drive• Suite 100•Irvine,[_A 92UJ(.,
l'j Nil(!. i91.(i l?9•rFj€;W.'k 2.6504 • nnic7rl�7e�[[cervir .c rm}irvin�
Page 1 of 1
State of California N e
Secretary of States
r�RY aF
I, DEBRA BOWEN, Secretary of State of the State of California,
hereby certify:
That the attached transcript of page(s) is a full, true and
correct copy of the original record in the custody of this office.
IN WITNESS WHEREOF, I execute this
SENL OF ry certificate and affix the Great Seal of the State
�P, U'aEKq' F� of California this day of
W tr
_ e jUN 0 2 2010
reib r th '
eq t i F o aNXP DEBRA D®WEN
Secretary of State
SeG(State Form CE-109(REV 0112009) @a OSP 09113643
OPERATING AGREEMENT
OF
TRUTH BE TOLD POLYGRAPH, LLC
THIS OPERATING TRUTH BE TOLD POLYGRAPH, LLC ("Agreement"), is entered
into effective as of July 19, 2010, by Yolanda Gellis(the "Member").
The Member, by executing this Agreement, hereby forms a limited liability company
pursuant to and in accordance with the Beverly-Killea Limited Liability Company Act as set
forth in Title 2.5, Chapter 1, et seq., of the California Corporations Code, as hereafter amended
from time to time(the"Act"), and hereby agrees as follows:
l. Names and Addresses. The name of the limited liability company formed hereby
is TRUTH BE TOLD POLYGRAPH, LLC (the "Company"). The registered office of the
Company in the State of California shall be at 1033 East Imperial Highway, Suite E-10#D, Brea,
California 92821. The name and address of the registered agent for service of process on the
Company in the State of California shall be Yolanda Gellis, 1033 East Imperial Highway, Suite
E-10 #D, Brea, California 92821. The name and mailing address of the Member is Yolanda
Gellis, 1033 East Imperial Highway, Suite E-10#D, Brea, California 92821.
2. Certificates. Matthew A. Sumrow, acting in his capacity as the organizer of the
Company, has executed, delivered and filed the Limited Liability Company Articles of
Organization (Form LLC-1) for the Company with the Office of the California Secretary of
State. Thereafter, Matthew A. Sumrow's powers as the organizer of the Company ceased and
the Member or such other person as is designated by the Member shall thereafter execute, deliver
and file any other certificates (and any amendments and/or restatements thereof) necessary for
the Company to qualify to do business in any jurisdiction in which the Company may wish to
conduct business.
3. Purpose. The Company is organized to engage in any lawful act or activity for
which a limited liability company may be organized under the Act.
4. Term. The term of the Company commenced on the date the Limited Liability
Company Articles of Organization (Form LLC-l) were filed with the Office of the California
Secretary of State and shall continue in existence perpetually unless dissolved as provided by this
Agreement or required by the Act.
5. Limited Liability. Except as otherwise provided by the Act, the debts, obligations
and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the
debts, obligations and liabilities of the Company, and the Member shall not be obligated
personally for any such debt, obligation or liability of the Company solely by reason of being a
member of the Company.
6. Capital Contributions. The Member will make an initial capital contribution of
$100.00 to the Company. The Member is not required to make any further contribution to the
capital of the Company in connection with the execution and delivery of this Agreement and
shall be deemed admitted as the member of the Company upon her execution and delivery of this
Agreement. The Member may make one (1) or more additional contributions to the capital of
the Company at such times and in such amounts as are determined by the Member, in her sole
and absolute discretion.
7. Allocation of Profits and Losses. Net profits and net losses of the Company shall
be allocated one hundred percent (100%)to the Member.
8. Distributions of Cash Flow. Distributions of cash flow shall be made to the
Member at such times and in such amounts as are determined by the Member. Notwithstanding
any other provision contained in this Agreement, the Company shall not make a distribution to
the Member on account of her interest in the Company if such distribution would violate
Section 17254 of the Act or other applicable law.
9. Management. The Company shall be managed by a single manager
("Manager"). Yolanda Gellis is hereby designated as the Manager of the Company. The
Manager shall have the full power and authority to do any and all acts necessary, convenient or
incidental to or for the furtherance of the purposes described herein, including, without
limitation, all powers, statutory or otherwise, possessed by a Manager of a limited liability
company under the laws of the State of California. The Manager has the authority to bind the
Company.
10. Meetines. The Member shall not be required to hold any required or regularly
scheduled meetings. Notwithstanding the foregoing, a meeting may be called by the Member for
the purpose of discussing or voting on matters relating to the business and affairs of the
Company. Any such meetings shall be held during normal business hours either telephonically
or in person at the principal office of the Company in California (or at such other location as is
determined by the Member).
11. Officers. The Manager may, from time to time as she deems advisable, designate
officers of the Company and delegate to such officers such authority and duties as the Manager
may deem advisable and may assign titles (including, without limitation, chief executive officer,
president, vice-president, secretary and/or treasurer) to any such officer, and Yolanda Gellis is
hereby appointed as the initial Chief Executive Officer of the Company. Unless the Manager
otherwise determines, if the title assigned to an officer of the Company is one commonly used
for officers of a corporation formed under the California General Corporation Law, the
assignment of such title shall constitute the delegation to such officer of the authority and duties
that are customarily associated with such office pursuant to the California General Corporation
Law. Any number of titles may be held by the same officer. Any officer to whom a delegation
is made pursuant to the foregoing shall serve in the capacity delegated unless and until such
delegation is revoked by the Manager or such officer resigns.
12. Other Businesses. The Member may engage in or possess an interest in one (1) or
more other business ventures (unconnected with the Company) of any kind and description,
independently or with others. The Company shall not have any rights in or to such independent
ventures or the income or profits therefrom by virtue of this Agreement. THE MEMBER .
ACKNOWLEDGES AND AGREES THAT THE MODIFICATION AND WAIVER OF THE
-2-
FIDUCIARY DUTIES OF THE MEMBER PURSUANT TO THIS PARAGRAPH 12 ARE
FAIR AND REASONABLE AND HAVE BEEN UNDERTAKEN WITH THE INFORMED
CONSENT OF THE MEMBER IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 17005(d) OF THE ACT.
13. Liability and Indemnity. Neither the Member, the Manager, the organizer nor any
officer of the Company (individually, an "Indemnified Party") shall be liable or accountable in
damages or otherwise to the Company for any error of judgment or any mistake of fact or law or
for anything that such Indemnified Party may do or refrain from doing hereafter, except in the
case of fraud, willful misconduct or gross negligence in performing or failing to perform such
Indemnified Party's duties hereunder. To the maximum extent permitted by law, the Company
hereby indemnifies, defends, protects and agrees to hold each Indemnified Party wholly harmless
from and against any and all loss, expense or damage suffered by such Indemnified Party by
reason of anything which such Indemnified Party may do or refrain from doing hereafter for and
on behalf of the Company and in furtherance of its interest; provided, however, (i) no
Indemnified Party shall be indemnified, defended, protected and/or held harmless from any loss,
cost, expense or damage which such Indemnified Party may suffer as a result of such
Indemnified Party's fraud, willful misconduct or gross negligence in performing or in failing to
perform such Indemnified Party's duties hereunder, and (ii) any such indemnity shall be
recoverable only from the assets of the Company and the Member shall not have any personal
liability therefor. The provisions of this Agreement, to the extent that they restrict the duties and
liabilities of the Member(and/or an officer or representative thereof)otherwise existing at law or
in equity, are agreed by the Member to replace such duties and liabilities of the Member (and/or
such officer or representative).
14. Transfers. The Member may freely transfer or encumber her interest in the
Company. Any transferee shall be admitted into the Company as a substituted member upon the
written consent of the Member and the transferee's execution of an instrument signifying its
agreement to be bound by the terms and conditions of this Agreement.
15. Admission of Additional Members. One (1) or more additional members of the
Company may be admitted into the Company as substituted members therein upon the written
consent of the Member.
16. Dissolution
(a) Events of Dissolution. The Company shall dissolve, and its affairs shall
be wound up, upon the first to occur of the following: (i)the sale, transfer or other
disposition by the Company of all or substantially all of its assets and the collection by
the Company of any and all cash proceeds derived therefrom, (ii) the election of the
Member, or (iii) the entry of a decree of judicial dissolution under Section 17351 of the
Act.
(b) Bankruptcy of Member. The bankruptcy of the Member will not cause the
Member to cease to be a member of the Company and upon the occurrence of such an
event,the business of the Company shall continue without dissolution.
-3-
Fm`MyFax-Truth Be Told Polygraph To:Matt Sum row(18664714537) 18:57 0712011OGMT-04 Pg 04-04
(c) Windin Un. In the event of dissolution, the Company shall conduct only
such activities as are necessary to wind up its affairs (including the sale of the assets of
the Company in an orderly manner), and the assets of the Company shall be applied in
the manner,and in the order of priority,set forth in Section 17353 of the Act.
17. Severability of Provisions: Interpretation Each provision of this Agreement shall
be considered severable and if for any reason any provision or provisions herein are determined
to be invalid, unenforceable or illegal under any existing or future law, such invalidity,
unenforceability or illegality shall not impair the operation of or affect those portions of this
Agreement which are valid,enforceable and legal. As used in this Agreement,unless the context
expressly indicates otherwise, the word "or" is inclusive and means "and/or" and the word
"including"and variations on that word mean"including without limitation."
18. Entire Agreemezrt This Agreement constitutes the entire agreement of the
Member with respect to the subject matter hereof.
19. Governing Law. This Agreement(and all of the rights and remedies hereunder)
shall be governed by, and construed under, the laws of the State of California(without regard to
any conflict of law or choice of law principles of any jurisdiction).
20. Amendments. This Agreement may not be modified, altered, supplemented or
amended except pursuant to a written agreement executed and delivered by the Member.
21. No Third-Party Beneficiarx. Any agreement to pay any amount and any
assumption of liability herein contained, express or implied, shall be only for the benefit of the
Member, and such agreements and assumptions shall not inure to the benefit of the obligees of
any indebtedness or any other party,whomsoever, deemed to be a third-party beneficiary of this
Agreement.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has duly
executed this Agreement as of the date first set forth above.
1
"Member" +
Yol Gellis,an i4dividual
-4-