HomeMy WebLinkAboutContracts & Agreements_25-2015_CCv0001.pdf AGREEMENT FOR"PASS-THROUGH"PAYMENT FOR
PROJECT MANAGEMENT SERVICES
This agreement for"pass-through"payments for project management services("Agreement")for the
San Bernardino County Chiefs and Sheriff Association's ("Association") COPLINK data sharing
project(the "COPLINK Project")is made and entered into as of the 17`h day of February, 2015
("Effective Date") by and between the City of Redlands ("City") and Cletus F. Hyman
("Consultant"). City and Consultant are sometimes individually referred to herein as a "Party" and,
together, as the "Parties."
1. Services. Consultant represents that it will perform the services for the COPLINK Project which
are more specifically described in Exhibit"A," which is attached hereto and incorporated herein by
this reference(the"Services").
2. Term;Termination.The term of this Agreement shall commence upon its Effective Date and shall
expire upon completion of performance of the Services by Consultant or upon written notice from the
COPLINK Project to City that payments to Consultant shall cease.Notwithstanding the foregoing,
either Party may terminate this Agreement by giving written notice not less than ten(10) days prior
to the proposed date of termination, which date shall be included in said notice.
3. Compensation,Expenses; Pam. City shall pay Consultant for the Services performed by
Consultant in the amount of Seventy-five dollars($75.00)per hour. The total compensation payable
hereunder shall not exceed the sum of Forty Five Thousand Dollars($45,000)unless the performance
of the Services and/or reimbursement of costs and expenses in excess of said amounts have been
approved in writing, in advance of performing such Services, by City and the Association and/or the
Riverside UASI, as appropriate. Compensation shall be payable upon monthly billing therefore by
Consultant to City, which billing shall include an itemized statement, briefly describing the tasks
billed.Payment shall be made to Consultant no later than thirty(30) days after billing. Consultant
acknowledges and agrees that City shall have no obligation to pay any funds to Consultant,nor shall
City be liable therefore, except to the extent City has received funds from the COPLINK Project.
4. Independent Contractor. It is the express intention of the Parties that Consultant is an independent
contractor for the COPLINK Project and not an employee or agent of City.Nothing in this
Agreement shall be interpreted or construed as creating or establishing a relationship of employer
and employee, or any agency relationship,between Consultant and City. The Parties acknowledge
that Contractor is not an employee for State tax, Federal tax or any other purpose.
5.Indemnity. Consultant shall defend, indemnify and hold City, its elected officials, officers,
employees and agents harmless from and against any and all actions, damages, losses, causes of
action and liability imposed or claimed against City,including the injury or death of any person or
damage to any property, and including attorneys' fees and other legal expenses, arising directly or
indirectly from any act or omission of Consultant in performing the services Consultant will render
for the COPLINK Project.
6. Insurance. Consultant shall acquire and maintain Workers' Compensation,employer's liability,
commercial general liability, owned and non-owned and hired automobile liability, and professional
liability insurance coverage relating to Consultant's Services covering City's risks, in forms subject
to the approval of the City Attorney and/or City's Risk Manager.The minimum amounts of coverage
corresponding to the aforesaid categories of insurance per insurable event shall be as follows:
1Aca\djm\Agreements\C.Hyman COPLINK 2.17.15.docx
Insurance Category Minimum Limits
Workers' Compensation statutory minimum as may be required
Employer's Liability $1,000,000 per accident for bodily injury
disease
Commercial General Liability
$1,000,000 per occurrence and$2,000,000
aggregate for bodily injury,personal injury and
property dam
Automobile Liability
$1,000,000 per accident for bodily property damage
(coverage required to applicable to Consultant's
vehicle performing services hereunder)
Professional Liability $1,000,000 per claim and aggregate
Consultant shall furnish City with certificates, endorsements and copies of information or declaration
pages of the insurance required hereunder prior to Consultant's performance of any Services.
7. Notice. All notices required by this Agreement shall be given to City and Consultant in writing, by
UPS or FedEx,postage prepaid, addressed as follows:
CITY: Chief Mark Garcia
P.O. Box 1025 Redlands, CA 92373
CONSULTANT: Cletus F. Hyman
847 Robinhood Ln. Redlands, CA 92373
8.Non-Assignment.This Agreement is not assignable either in whole or in part
9.Amendments. This Agreement may be amended or modified only by written agreement signed by
the Parties.
10. Validity. The invalidity of any part of any provision of this Agreement shall not void or affect the
validity of any other provision of this Agreement.
11. Governing Law.This Agreement shall be governed by the laws of the State of California and any
suit or action initiated by either Party shall be brought in the County of San Bernardino,California.
12. Attorneys' .In the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be
entitled to the recovery of its reasonable attorneys'fees,including fees for the use of in-house counsel
by a Party.
13. Entire Agreement. This Agreement, including its Exhibits, comprises the entire agreement of the
Parties with respect to the subject matter hereof. The previous agreement between the Parties, dated
May 7, 2013,for Services for the COPLINK Project is hereby terminated and superseded by this
Agreement.
IAca1djm\Agreements\C.Hyman COPLINK 2.17.15.docx
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed
in confirmation of this Agreement.
CITY OF REDLANDS CONSULTANT
By: Ga—\w By:
Paul W. Foster, Mayor Cletus F. Hyman
Attest:
Sam -Irwin, it Clerk
hca\djm\Agreements\C.Hyman COPLINK 2.17.1 i.docx
EXHIBIT"A"
Consultant represents it will provide project management services as described below (collectively
the "Services")for the San Bernardino County Chiefs and Sheriff Association's (the"Association")
COPLINK Data Sharing Project (the"Project"). For the purposes of this Agreement, "Services" shall
include, but not be limited to, the following:
1. Negotiate contract(s) with IBM for COPLINK software and professional services.
2. Develop agreements and policies as necessary for the implementation and expansion of
COPLINK.
3. Coordinate a strategy for disaster recovery, redundancy,reliability and processor loading.
4. Coordinate with the RMS vendors, member agencies and IBM to facilitate data
extractions, transfers and refresh.
5. Coordinate with member agencies and IBM to maintain an update strategy.
6. Develop data sharing agreements for sharing data with other COPLINK"Nodes."
7. Develop a data sharing methodology and agreements for sharing data with non-
COPLINK law enforcement data sources.
8. Design and, after approval by Associations,implement short and long term goals with
Association member organizations participating in the Project to sustain the COPLINK
Data Sharing Initiative,
9. Update Assessment model as directed by the Association.
10. Assist in obtaining funds through grants and/or other resources to sustain the Data
Sharing Initiative.
11. Coordinate the implementation of COPLINK modules and upgrades.
12. Conduct all necessary tests and system audits to ensure proper operation of the
COPLINK system throughout the installation and coordinate issue resolution with IBM.
13. Update the COPLINK training to reflect changes and additions to the system.
14. Coordinate background investigations of IBM personnel that will have access to the
COPLINK system or member agency's data and provide results to member agencies
upon request.
15. Create proposed yearly budgets for the continued operation and enhancement of the
COPLINK Node.
16. Participate in the State-wide Law Enforcement Information Sharing Initiative.
17. Serve as the Primary Node Administrator for the San Bernardino County COPLINK
System.
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