HomeMy WebLinkAboutContracts & Agreements_236-2005_CCv0001.pdf The leader in providing innovative GIS solutions to public safety and education
0 agencies,&M ECO*W'A 5160 Carroll Canyon Road, 1"Floor-San Diego, CA 92121-1775
Phone:858,450.2590#Fax:858.450.0239
E-mag:mailCcutheornegagroup.com-Web:www.theomegagroup.com
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is made and entered into this 15th
day of NOV,2005,by and between the City,of Redlands,CA(hereinafter"Client"),and The Omega Group,INC.,a
California Corporation(hereinafter"Omega"):
Section I
SCOPE OF SERVICES
1.1 Professional Ser-vices. Omega shall provide services fully described in Redlands Police Department
Quote,August 11,2005 for the CrimeView'Conversion'application,which is attached hereto and incorporated in full
herein by reference.Omega shall retain the right to perform work for others during the terms of this Agreement.
1.2 Conduct of Services. Client agrees to provide working space and facilities,and any other services and
materials Omega or its personnel may reasonably request in order to perform the work assigned to them. All work shall
be performed in a workmanlike and professional manner by employees or subcontractors of Omega having a level of
skill in the area commensurate with the requirements of the scope of work to be performed. Omega shall make sure its
employees or subcontractors at all times observe security and safety policies of Client.
1.3 Method of Performing Services. The parties acknowledge and agree that Client shall have no right to
control the manner, means, or method by which Omega performs the services called for by this Agreement. Rather,
Client shall be entitled only to direct Omega with respect to the elements of services to be performed by Omega and the
results to be derived by Client. Client can review and assess the performance Omega services for the limited purposes
of assuring that such services have been performed and confirming that such results were satisfactory.
Section 2
TERM OF AGREEMENT
2.1 Term. This Agreement shall commence on the date set forth above, and unless modified by mutual
agreement of the parties or terminated earlier pursuant to the tenns of this Agreement,shall continue until the earlier of
(I)the satisfactory completion of the services set forth in Exhibit A;or(2)Dec. 31,2006,
2.2 Termination. This Agreement may be terminated by either party upon sixty (60) days prior written
notice,if the other party breaches any term hereof and the breaching party fails to cure Such breach within the 60-day
period;provided that, notwithstanding the foregoing, the cure period for any failure of Client to pay fees and charges
due hereunder shall be thirty(30)days from the date of receipt by Client of notice of delinquency.
2.3 Return Client Property. Upon termination of this Agreement for any reason, Omega shall promptly
return to Client all copies of any Client data, records, or materials of whatever nature or kind, including all materials
incorporating the proprietary information of Client. Omega shall also furnish to Client all work in progress or portions
thereof,including all incomplete work,
Section 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 522,5115.00.The payment schedule consists of four payments and is due as
follows:
• Thirty percent(30%) $6,772.50 of the total amount due upon execution of this Agreement
• Thirty percent(30%) $6,77150 of the total amount due upon delivery of Omega software
• Thirty percent(30%) $6,772.50 of the total amount due upon completion of CrimeView*
Desktop installation and training
• Ten percent(10%) $2,257.50 of the total amount due thirty(30)days after completion of
I services
3.2 Additional Work. The fees and charges for any follow-on or additional work not described in Exhibit A
shall be performed at Omega's current hourly rates. '
Section 4
RELATIONSHIP BETWEEN OMEGA AND CLIENT
4.1 Independent 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 Client and either Omega or any employee or agent of Omega.
4.2 Nonsolicitation. During the term of this Agreement and for a period of six (6) months after the
expiration or termination of this Agreement,for any reason whatsoever,the parties covenant and agree not to hire or
engage or attempt to hire or engage employees of the other party, except through advertisements directed to the
general public or as expressly pre-approved by the other party.
4.3 Confidentiality. The parties agree not to disclose to any third party any proprietary information
disclosed to it by the other party without the prior written consent of such disclosing party. The parties further agree
to take the same care with the proprietary information as it does with its own, but in no event with less than a
reasonable degree of care. This obligation of the parties shall survive beyond the effective termination date 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 part} or its personnel without reliance in any way on other protected information of the other party; or(4)
information approved for the use and disclosure of either party or its personnel without restriction.
4.4 Indemnification. Omega shall defend,indemnify and hold Client 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 real property, including Client's property,arising out
of or in connection with Omega's grossly negligent performance of this Agreement. Client agrees to give Omega
prompt notice of any such claim,demand,or action and shall,to the extent Client is not adversely affected,cooperate
fully with Omega in defense and settlement of said claim,demand,or action. However,Client agrees that Omega's
liability hereunder for damages,regardless of the form of action,shall not exceed the total amount paid for services
under this Agreement.
4.5 DISCLAIMER 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.
4.6 LIMITATION OF LIABILITY. OMEGA'S CUMULATIVE LIABILTY UNDER OR FOR
BREACH OF THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY CLIENT TO OMEGA.
OMEGA SHALL HAVE NO LIABILITY FOR LOSS OF DATA OR DOCUMENTATION, IT BEING
UNDERSTOOD THAT CLIENT IS RESPONSIBLE FOR BACKUP PRECAUTIONS. IN NO EVENT SHALL
OMEGA BE LIABLE FOR ANY LOSS OF PROFITS, ANY INCIDENTAL, SPECIAL, EXEMPLARY OR
CONSEQUENTIAL DAMAGES, OR ANY CLAIMS OR DEMANDS BROUGHT AGAINST CLIENT, EVEN IF
OMEGA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. OMEGA SHALL
NOT BE LIABLE TO CLIENT FOR ANY FAILURE OR DELAY CAUSED BY EVENTS BEYOND OMEGA'S
CONTROL, INCLUDING, WITHOUT LIMITATION, CLIENT'S FAILURE TO FURNISH NECESSARY
INFORMATION; SABOTAGE; FAILURE OR DELAYS IN TRANSPORTATION OR COMMUNICATION;
FAILURES OR SUBSTITUTIONS OF EQUIPMENT; LABOR DISPUTES; ACCIDENTS; SHORTAGES OF
LABOR, FUEL, RAW MATERIALS OR EQUIPMENT; OR TECHNICAL FAILURES. THIS LIMITATION
UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER
PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
Section 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 as they apply to a contract executed,delivered,and performed solely in such State.
5.2 Insurance. To the extent that Omega's personnel may perform work at Client's premises, Omega shall
maintain comprehensive general liability insurance, including broad form property damage coverage,with limits of at
least$I million combined single limit for personal injury and property damage for each occurrence. Upon the request
of Client,Omega shall provide Client with evidence satisfactory to Client of such insurance.
5.3 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.
5.4 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.
Redlands Police Department The Omega Group
212 Brookside Ave. 5160 Carroll Canyon Road, I" Floor
Redlands,CA 92373 San Diego, CA 92121
Attn: Kurt Smith Attn: Maya Appuhn
5.5 Entire Agreement of the Parties. This Agreement supersedes any and all agreements,either oral or
written,between the parties with respect to the rendering of services by Omega for Client and contains all the covenants
and agreements between the parties with respect to the rendering of such services in any manner whatsoever. 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.
5.6 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.
5.7 Headings. The section headings used herein are for reference only,and shall not limit or control any
term or provision of this Agreement or the interpretation or construction hereof.
IN WITNESS WHEREOF,the parties have Caused this Agreement to be executed by their duly authorized
representatives as set forth below.
Omega: The Omega Group,Inc.,
a California corporation,
los
It Muoler,ti-Tsident Date
Client: City of Redlands
a—Municipal Corp.,
Nov.15,2005
J�Ngael, [Titlel Date
san Peppler, Mayor
Attest:
Lqy,tie PoyzerL.�i Clerk