HomeMy WebLinkAboutContracts & Agreements_196-2009_CCv0001.pdf PROFESSIONAL SERVICES AGREEMENT
This agreement for implementation of the CrinreView Server (this "Agreement") is made and
entered into this 15"' day of December,2009 ('Effective Date")by and between the City of Redlands,
a California municipal corporation and general law City (hereinafter ,City"), The Omega Gro
e and up,
a California corporation (hereinafter "Omega"). City and Omega are sometimes individually referred
to herein as a"Party"and,together,as the"Parties."
Article I
SCOPE OF SERVICES
1.1 Services. Omega shall provide City's Police Department with the services described in
Omega's proposal dated April 15'h, 2009, which is attached hereto as Exhibit "A" and incorporated
herein by this reference (the "Services"). Omega shall retain the right to perform work for others
during the term of this Agreement.
L,_) Conduct of Services. City shall provide working space and access to City-owned
facilities such as Omega or its personnel may reasonably request in order to perform the Services. The
Services shall be performed in a professional manner by employees or subcontractors of Omega,
having a level of skill in the area commensurate with the requirements of the Services to be
performed. Omega shall ensure its employees or subcontractors at all times observe the security and
safety policies of City.
Method of The Parties acknowledge and agree that City shall have
1.3 Method of Performi
no right to control the manner, means. or method by which Omega performs the Services. Rather,
City shall be entitled only to direct Omega with respect to the elements of the Services to be
performed by Omega and the results to be derived by City. City may review and assess the
performance of Omega in conducting the Services for the limited purposes of ensuring that the
Services have been performed,and confirming that such results were satisfactory.
Article 2
T OF ACS REEMENT
2.1 Term. This Agreement shall commence on its Effective Date and. unless modified by
mutual agreement of the Parties or terminated earlier pursuant to the terms of this Agreement, shall
continue until the documented, satisfactory completion of the Services (including "Maintenance and
Customer Support"as described in Exhibit'W").
2.2 Termination, This Agreement may be terminated by either Party upon thirty (30) days
prior written notice if the other Party breaches any term hereof and the breaching Party fails to cure
such breach within such thirty(30)day period.
2.3 Return of City_Pro ML- Upon termination of this Agreement for any reason, Omega
shall promptly return to City all copies of any City data, records and materials of whatever nature or
kind, including all materials incorporating the proprietary information of City, that have been
provided to Omega pursuant to this Agreement. Omega shall also furnish to City all materials
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associated with any services in progress,or portions thereof,including any incomplete Services.
Article 3
FEES, EXPENSES AND PAYMENT
3.1 Fees. In consideration of the Services to be performed by Omega, Omega shall be
entitled to compensation in the total amount of Twenty-Nine Thousand Three Hundred and Sixty
Dollars($29,360.00). The payment schedule is as follows:
• Thirty percent(30%) — $8,808.00 of the total amount due upon City's execution of
this Agreement
* Thirty percent(30%) $8,808.00 of the total amount due upon delivery of the
Omega/ESRI Software
Thirty percent(30%) $8,808.00 of the total amount due upon completion of Task
6 (Training,,)
Ten Percent(10%) $2,936.00 of the total amount due thirty (30)days after
completion of the Services
In addition to such compensation, City shall pay Omega the sum of Three Thousand Four Hundred
Ninety Five Dollars($3,495.00)each year during the term of this Agreement as a fee for annual
"Maintenance and Customer Support" as more specifically described in Exhibit"A."
Article 4
REL fflONSHIP—B—L-1—W-E—EN-0—MECIA AND CITY
4.1 Inde endent Contractor Status. The Parties are and shall be independent contractors to
one another, and nothing herein shall be deemed to cause this Agreement to create an agency,
partnership, or joint venture between the Parties. Nothing in this Agreement shall be interpreted or
construed as creating or establishing the relationship of employer and employee between City and
either Omega or any employee or agent of Omega.
4.2 Confidentiality. The Parties shall not disclose to any third party any proprietary
information disclosed to a Party by the other Party without the prior written consent of such
disclosing Party. The Parties each further agree to take the same care with the proprietary
information as each does with its own, but in no event with less than a reasonable degree of care.
This obligation of the Parties shall survive beyond any termination of this Agreement. These
restrictions shall not be construed to apply to (1) information generally available to the public; (2)
information released by either Party generally without restriction; (3) information independently
developed or acquired by either Party or its personnel without reliance in any way on other protected
information of the other Party; (4) information approved for the use and disclosure of either Party or
its personnel without restriction; or(5)information required to be.disclosed by law.
4.3 _Indemnification. Omega shall defend, indemnify and hold City harmless from and
against any and all liabilities, losses. damages, fines,judgments, claims, suits, actions and expenses
(including, but not limited to, attorneys' fees and costs) arising out of or relating to personal injury
or death to persons, including Omega's employees, contractors, and agents or damage to personal or
1AaAjmkAg,r0eM0n&\CrinWViCW Server PSA.doc 2
real property, including City's property, arising out of or in connection with Omega's negligent
performance of this Agreement. City shall provide Omega prompt notice of any such claim,demand.
or action and shall,to the extent City is not adversely affected,cooperate fully with Omega in defense
and settlement of said claim,demand,or action.
4.4 Disclairner.of Warranty. Except as expressly provided in this Agreement, Omega does
not make any warranty, express or implied, with respect to the Services rendered by its personnel or
the results obtained from their work, including, without limitation, any implied warranty of
merchantability or fitness for a particular purpose.
Article 5
MISCELLANEOUS
5.1 Governing Law. This Agreement shall be governed and construed in all respects in
accordance with the laws of the State of California.
5.2 Comprehensive General Liability Insurance. Omega shall secure and maintain in force
throughout the to of this Agreement comprehensive general liability insurance with carriers
acceptable to City. Minion urn coverage of One Million Dollars ($1,000,000) per occurrence and
Two Million Dollars ($2,000,000) aggregate for public liability, property damage and personal
injury is required. City shall be named as an additional insured the insurance policy shall include a
provision prohibiting cancellation of said policy except upon thirty (30)days prior written notice to
City. Such insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City. Certificates of insurance and endorsements shall be delivered to City prior to
commencement of the Services.
5.31 Business Auto Liability Incur ce. Omega shall have business auto liability coverage,
with minimum limits of One Million Dollars($1,000,000)per occurrence, combined single limit for
bodily injury liability and property damage liability. This coverage shall include all Omega owned
vehicles used on the project, hired and non-owned vehicles, and employee non-ownership vehicles.
Such insurance shall be primary and City shall be named as an additional insured and a certificate of
liability insurance endorsement shall be delivered to City prior to commencement of the Services.
5.4 Remedies All remedies available to either Party for one or more breaches by the other
Party are and shall be deemed cumulative and may be exercised separately or concurrently without
waiver of any other remedies. The failure of either Party to act in the event of a breach of this
Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches,
unless such waiver shall be in writing and signed by the Party against whom enforcement is sought.
5.5 Notices. Any notices to be given hereunder by either Party to the other may be effected
either by email, personal delivery in writing or by first class mail. Mailed notices shall be addressed
as listed below, but each Party may change such address by written notice in accordance with this
paragraph. Notices delivered personally will be deemed communicated as of actual receipt. Mailed
notices will be deemed communicated as of two days after mailing.
Attn: GIS Administrator A Alicia Poindexter
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City of Redlands The Oniega Group
30 Cajon St 5160 Carroll Canyon Road, l'Floor
Redlands, CA 92373 San Diego, CA 92121
Attn: Philip Mielke
5.6 Entire Agreement. This Agreement supersedes any and all agreements, either oral or
written, between the Parties with respect to the Services to be provided by Omega for City and
contains all the covenants and agreements between the Parties with respect to such Services. Each
Party to this Agreement acknowledges that no representations, inducements, promises, or agreements,
orally or otherwise, have been made by any Party, or anyone acting on behalf of any Party, that are
not embodied herein, and that no other agreement, statement, or promise not contained in this
agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is
in writing signed by the Party to be charged.
5.7 Severability. If any of the provisions of this Agreement are ruled illegal, invalid or
unenforceable by a court of competent jurisdiction under any applicable statute or rule of law, they
shall, to that extent,be deemed omitted, and the remainder of this Agreement shall continue to be in
full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a
waiver of any other breach of the same or any other provision hereof, and no waiver shall be
effective unless made in writing and signed by an authorized representative of the waiving Party.
5.8 Headings. The section headings used herein are for reference only, and shall not limit
—
or control any to or provision of this Agreement or the interpretation or construction hereof.
5.9 Attomevs' Fees. In the event either Party commences an action or proceeding
concerning the subject matter of this Agreement,the prevailing Party in such action or proceeding
shall be entitled to recover reasonable attorneys' fees incurred therein, including fees for use of in-
house counsel by a Party.
IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS THE OMEGA GROUP, INC.,
A CALIFORNIA CORPORTION
13y. syr
Mayor
Attest:
f
City Clerk
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