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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 Sheriffs Association's ("Sheriffs' Association") and the
Riverside-Ontario-San Bernardino Urban Area Security Initiative ("Riverside UASI") COPLINK
data sharing projects (the "COPLINK Projects") is made and entered into as of the 19th day of
January, 2010 ("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
Projects 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.
Compensation. Exi)enses- Pavment, 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 One Hundred Seventy Five Thousand Dollars
($175,000) 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 Sheriffs' Association and/orth appropriate.
e Riverside UASI, as ate.
Compensation shall be payable upon monthly billing thereforri
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
therefor, except to the extent City has received funds from the COPLINK Projects.
4. lndepjgeRndqggn!t Con
It is the express intention of the Parties that Consultant is an
independent contractor for the COPLINK Projects 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
employees and agents harmless from and against any and all actions, damages, losses, causes of s,
5. Indemnit - Consultant shall defend, indemnify and hold City, its elected officials, officer,
action and liability ("Claim") imposed or claimed relating to the injury or death of any person or
damage to any property, including attorneys' fees and other legal expenses, arising directly or
indirectly from any act or omission of Consultant in performing the services Consultant w'ill render
for the COPLINK Projects,
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• Insurance. Consultant shall acquire and maintain Workers' Compensation, employer's
liability, commercial general liability, owned and non-owned and hired automobile liability
Professional liability insurance coverage relating to Consultant's Services covering City'sty' r, and
City's risks,
in forms subject to the approvalof 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:
Insurancece C
1__ irnum.Limits
Workers' Compensation statutory minimum as ,may be required
Employer's Liability $1,000,000 per accident for bodilyinjury
disease Jur o r
Commercial General
Liability $1,000,000 per occurrence and.
$2,000,000 aggregate for bodily=
injury, personal injury and property damage
Automobile Liability $l, ,000 per accident for bodily injury
Property damage (coverage required to the extent
applicable to Consultant's vehicle usage in
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: James R. Bueermann
30 Cajon Street
Redlands, 92373
CONSULTANT: Cletus F. Hyman
847 Robinhood.Ln
Redlands, CA 92373
8• Non-Assinrnent. This Agreement is not assignable either in whole or in part,
9. Amendments. This; Agreement may be amended or modified only b written agreement
signed by the Parties, g
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to. Yalidit . 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,
t 1. 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.
1.2. Attorneys' Fees. 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 April 7, 2009, for Services for the COPLINR Project is hereby
terminated and superseded by this Agreement.
IN WITNESS WHEREOF,
CITY OF REDLANDS
Januar `
Dated; Y 19, 2010 ' ;
Pat Gilbreath, Mayor
ATTEST:
Dated: January 19, 2010
Sam Irwin, City Clerk
CONSULTANT
Dated: /'�.l1'- ,2 q�+b
Cletus F. Hyman
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EXHIBIT "A"
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A. Consultant represents it will provide project management services as described below
(collectively the "Services") for the San Bernardino County Chiefs and Sheriffs Association's and the
Riverside-Ontario-San Bernardino Urban Area Security Initiative's ( together the "Association")
COPLINK Data Sharing Projects (the "Projects"). For the purposes of this Agreement, "Services" sha
include, but not be limited to, the following,: 11
I. Recommend governance models for the Projects to the Associations and assist with
implementing the model chosen by the Associations.
2. Negotiate a contract with Knowledge Computing Corporation for the COPLINK software
and professional services.
3. Develop agreements and policies as necessary for the implementation of COPLINK to
include:
Initial Data Sharing Initiative MOU
System use policy
Node hosting agreement
Node business model
4. Recommend to the Associations a network model that will allow for the sharing of data
between member agencies and the COPLINK Node and oversee the implementation of
said network.
Agency Access
Mobil Access
Internet Access via VPN
5. Develop a Data Center Strategy to include disaster recovery and back-up strategy,
redundancy and reliability and processor loading.
b. Coordinate with the RMS vendors, member agencies and Knowledge Computer
Corporation to facilitate data extraction and transfer.
7. Coordinate with member agencies and Knowledge Computer Corporation to develop an
update strategy.
8. Develop data Sharing agreements for member agencies and for sharing data with other
COPLINK "Nodes."
9. 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.
10. Create a proposed budget for year one and year two of the Projects.
11. Assist in obtaining funds through grants and/or other resources to sustain the Data
Sharing Initiative.
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12- Provide regular oral or written project updates to the Associations or Associations'
designated representatives during the term of this Agreement.
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