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HomeMy WebLinkAbout05712 - THE OMEGA GROUP INC CRIME VIEW LAB AT POLICE DEPT. the leader in providing innovative GIS solutions to public safety and education agencies OMEGA 5160 Carroll Canyon Road, I"Floor.San Diego, CA 92121-1775 Phone;866450.2590.Fax:858.450.0239 E-mail-mail@theornegagroup.com.Web. www theomegagroup oom C!T OF PALM SPRINGS 'd0%2743 PALM SPF3i TGS,CA 92258 PROFESSIONAL SERVICES ACRE EMENT THIS PROPESSTONAL SERVICES AGREEMENT(this "Agreement")is made and entered into this 30°i day of July, 2008, by and between the City of Palm Springs, CA (hereinafter "Client"), and The Omega Group, INC, a California Corporation pnereinafter"Omega"): Section I SCOPE OF SERVICES 1.1 Professional Services. Omcga shall provide services fully described hi Exhibit A,the quote for the CrimeView Web,Dated rebruary 29",2008,for the Pahn Springs Police Department, which is attached hereto and incorporated in fall herein by reference(with the exception of references to the total Project cost,the"Payment Schedule'and the starement related to"Non-Disclosure"which are specifically excluded from this Agreement and tine provisions of Sections 3.1 and 43 of this Agreement shall be deemed substihue provisions thereof). Omega shall retain the right to perform work for others.during the terms of this Agreement. 1.1 Conduct of Services. Client agrees to provide working space acid 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 havhng a Icvel of shill in the area commenstuate with the requirements of the scope ul'work to be performed. Omega shall male sure its employees or subcontractors at ail times observe security and safely 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 respuet to the elements urservices io 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 dare set forth above, and unless modified by mutual agreement of the parties ur terminated earlier pursuant to the terms of this Agreement, shall continue until the documented satisfactory completion orthe services set Forth in C hibit A(quote);or until it is terminated as set forth in Section 22- 2.2 Termination. This Agreement may be terminated by either patty upon sixty (60) days prior wrinen notice, if the other party breaches any term hereof and the breaching parry 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 01'delinquency. 2.3 Return Client Property. Upon tenninanon of this Agreemeni for any reason, Omega shall promptly return to Client all copies of any Client data, rocords, Or materials ol'whatever nature or kind, including all materials incorporating the proprietary information of Client. Omega shall alsu famish to Client all work in progress or portions thereoi, including all incomplete work- Section 3 FEES,EXPENSES,AND PAYMISN 1• 3.1 Fees. In consideration of the services to be performed by Omega,Omega shall be entitled to compensation in the total amount of$42,935.00.The payment schedule consists of four payments and is due as follows- • Ten percent(10%) S 4,293.50 of the total amount due upon execution of this Agreement. • I'hirty percent(30%) $ 12,880-50 of the tonal amount due upon delivery ofOmega/F.SRI soflware • Thirty percent(30%) $ 12,890,50 of the total amount due upon completion of Crimevlew"Web installation and training • Thirty percent(30%) S 12,980-50 of the total amount due thirty(30)days after completion of services 3.2 Additional'Work. The lees acid charges for any follow-on or additional work not described in Exhibit A shall be performed at Omega's current hourly rates Section 4 RELATIONSI IIP BETWF.f.N ONIEGA AND CLIENT 4.1 Independent Contractor Status- "I'he parties are and shall be independent c0mraotors to one another, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership,orjoint 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 Omeg.r. 4.2 Non-Solicitation. During the term of this Agreement and for a period of six (C) months inter the expiration or termination of this Agreement,for any reason whalsoeu cr,the parties covenant and agree not to hire or engage or attempt to hire or engage rmployces of the Other party, except through advcrtisemerlts directed to the general public or as expressly pre-approved by the other party. 4.3 Confidentiality. fhe parties agree not to disclose to any third party any proprietary information disclosed to it by the other party without the prior wi itlrn consent of such disclosing party. The parties further agree to lake the same care with the proprietary inlormatlon as it does with Its own, bur in no event with less than a reasonable degree of care. 'I his obligation 01'lhe parties shill surNivc beyond the effective termination date of this Agreement. These restrictions shall not be consnucd to apply to (1) information generally available to die public; (2) information reluu;cd by either party generally w(hout restriction; (3) information independently developed or acquired by either party or its personnel withour reliance in any way on other protected information of the otlmer party; (4) information approved for the use and disclosure of either party or its personnel without restriction, or(5) information required to be disclosed pursuant to the provisions ofthe Public Records ALL, 4.4 Indemnification_ Omega shall defend,indemnity 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 Jeath 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 perfnnnanec of this Agreement. Client agrees to give Omega prompt notice of any such claim,demand,or action and shal I,to the extent Client is not adversely affected,cooperate fully with Omega in defense and settlement or said claim.demand,or ac(ion. However,Cliem 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 AGREEML-"NT, 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 MFRCIIANTABILTTY 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 1'L-ES 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 DFMANDS 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 PAILIIRE TO FURNISH NECESSARY INFORMATION; SABOTAGE; FAILURE OR DELAYS IN TRANSPORTATION OR COMMUNICATION;FAILURES OR SUBSTITUTIONS OF EQUIPMEN f; 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 TI41S AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. Section 5 MTSCELLANL•OUS 5.1 Governing Lary. This Agreement shall be govemed 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? Insurance. To the extent that Omega's personnel may perl'nmt work at Client's premises, Omega shall maintain comprehensive general liability insurance, including broad form property damage coverage, with limits of at least S1 million combated 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 ol'such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party agaunst whom enforcement is sought Any legal actions to enforce the provisions of this Agreement must be instituted in the Superior Court of the County of Riverside, State of California. 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 he deemed communicated as of two days aftermailung. Palm Springs Police Depaitinent The Omega Group 200 South Civic Drive 5160 Carroll Canyon Road, I"Floor Pali Springs, CA 92263-1830 San Diego, CA 92121 Attn: Lt. Alberto Franz Attn: Chris Baldwin, Sales Manager 5.5 Entire Agreement or the Parties. This Agreement supersedes any and all agreements, either ora] 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 respecr 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 uniting 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, H I I aadc Ai? ;—q � Milan Mueller, rest ent Date �L LI L7 CfTY OF PALL SPRINGS BOX 2742 Client: Palm Springs Police Department, PALk4 SPRINGS,CA SJ2288 City of Pahn Springs,CA, �rZC David li. Ready�R nager Date Not TO EXCtzed $�^ Without The Express Written Authorization Of The City David G. Dominguez Date .Manager. Chief of Police ATTEST: APPROVED BY CI N COUNCIL mes Thompson, City Clerk 26 The Omega Group — CrimeView Web EXHIBIT A City of Palm Springs Police Department-- 'California February 29,2008 Proiect Summary-Quote The Package total is: $42,935.00 Software: S28.000.00 All Omega software includes one (1) year of maintenance. CrimeView Web Software: • One(1) licensed copy of CrimeVicw Web o One(1) licensed copy of GeoSmart.net(SE) ESR1 Software: • One (1) licensed copy of ESRI's ArcIMS 9.x Off Site Services at The Omega Group)- S14 935.00 Project Planning and Data Collection • Identify GIs map layers and design preferences • Identify source tabular data • Collect base map GIs data layers • Collect database schema/determine tabular relationships in source database • Collect lookup tables Application Development • Add GIs layers to map document and create address locators • Create map configuration file • Create data import profiles • Create Map Services • Attach Databases or Import data into SQL server • Create Saved Queries for each data set • Create config.xml file • Add Reports • Add Omega functionality and other customizations to GIs application • Additional graphics to web page,reports and/or splash screen Application Deployment (Via Remote Connection): • Install and configure OmegaGIS application • Install and configure data import profiles • Test import profiles and import historical data • Schedule automated data import process • Install and configure Omega Web application on Web Server • Test Omega Web application functionality and tune application with client resources The Omega Group — CrimeView Web City of Palms Springs Police Department— Caiifornia February 29,2008 Repeat Costs Omega Maintenance Plan Annual Support fee is paid annually. The first year of support for the application is included in the initial purchase and begins after the completion of onsite installation and training. Please request a copy of the Customer Support Program for details. Maintenance, Annual(Customer Support): $3,495.00 Payment Schedule In consideration of the services to be performed by Omega, Omega shall be entitled to compensation in the total amount of$42,935.00. The payment schedule consists of four payments and is due as follows: • Thirty percent $ 12,880.50 of the total amount due upon execution of this (30%) Agreement. • Thirty percent $ 12,880,50 of the total amount due upon delivery of 0megWESRI 30% software • Thirty percent $ 12,880.50 of the total amount due upon completion of 30% CrimeViewo Web installation and training • Ten percent $4293.50 of the total amount due thirty(30) days after 10% completion of services NON-DISCLosuxF This quote has been prepared by the sales division of The Omega Group and is a coafidential document that contains ideas,coucc n, methods and other proprietary information.Readers are to treat the information contained herein as confidential and may net ropy or reproduce any of these materials for distribution outside of their orpaw=lion without the written permission of The Omega Group. The quote will remain valid for 6 months fium the date on The quote for Omega Software aad services only.During,the same fiscal ycai,dollars associated with I3SRI software,GSRI tra(oing or Hardware can not be guamuleed by Omega.