NPSG Contract #2024 - 2000
1 CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (“Agreement”) is entered into (the “Effective Date”) upon execution of all necessary signatures by and between the City of Rialto, 128 N Willow Avenue, Rialto, CA 92376, (the “Customer” or “Agency”), and National Public Safety Group, LLC, a North Carolina limited liability company, 124 Newington Way, Aberdeen, North Carolina 28315 , (the “Consultant” or “NPSG”) (Customer and Consultant, individually, a “Party” and, collectively, the “Parties”).
RECITALS
A. The Customer intends to secure professional services more fully described in this Agreement, and on the attached Exhibit A, entitled “Scope of Services,” for consulting services.
B. The Consultant is experienced in the selection, procurement, and implementation of public safety software, hardware, and related systems and offered to provide the Customer and its affiliates with certain consulting services, and the Customer desires to receive the consulting services, subject to the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Engagement.
a. Services. The Customer hereby engages the Consultant to perform the Services, as more particularly set forth on Exhibit A (as may be amended or supplemented pursuant to the terms of the Agreement from time to time) (collectively, the “Services”), and the Consultant hereby accepts the engagement and agrees to provide the Services. The Consultant and the Customer will mutually agree upon the method, details , and means of performing the Services.
b. Performance of the Services.
i. For each month during the Term (as defined below), the Consultant commits to dedicate its best efforts to render the Services, provided, however, that the Consultant shall work as many hours as may be reasonably necessary to timely render the Services pursuant to this Agreement.
ii. The Consultant shall render to the Customer and certain of its affiliates the Services in a timely and professional manner consistent with industry standards in accordance with this Agreement.
iii. The Consultant may subcontract certain portions of the Services or other obligations under this Agreement to parties whom or which the Consultant believes to be competent and professionally qualified therefor. In performing the Services, the Consultant agrees to provide its own personnel, equipment, tools and other materials NPSG Contract #2024 - 2000
2 at the Consultant’s own expense.
iv. The Customer shall make its facilities and equipment available to the Consultant as reasonably necessary in connection with the Services.
2. Independent Contractor Relationship. The Consultant’s relationship with the Customer shall be that of an independent contractor , and nothing in this Agreement should be construed to create a partnership, joint venture, agency or employer -employee relationship between the P arties. The Consultant is not the agent of the Customer or any of its affiliates and is not authorized and shall not have any authority to make any representation, contract or commitment on behalf of the Customer or its affiliates, or otherwise bind the Customer or its affiliates in any respect whatsoever. For the avoidance of doubt, Consultant is not authorized to make any representation, contract or commitment on behalf of the Customer or its affiliates for the purchase of Public Safety Systems. The Consultant shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to the Consultant’s performance of the Services and receipt of fees under this Agreement. The Customer may regularly report amounts paid to the Consultant with the Internal Revenue Service as required by law. The Consultant shall comply with, and agrees to accept exclusive liability for non-compliance with, all applicable state and federal laws, rules and regulations including, without limitation, obligations such as payment of all taxes, social security, disability and other contributions based on fees paid to the Consultant under this Agreement.
3. Compensation.
a. Consulting Fees. The Customer shall, in consideration of the performance of the Services, pay the Consultant the sums set forth on Exhibit B (the “Consulting Fees”).
b. Travel Costs. If applicable, Customer shall pay Consultant for the Travel Costs listed on Exhibit B.
c. Payment Milestones. See Exhibit C
d. Payments. Payments will be made by ACH. After contract signing, Customer will receive a separate email with Consultant’s ACH information for payment.
e. Late Payments are subject to a 1.5% interest fee per month on the outstanding late balance. f. Taxes. The costs outlined in Exhibit B do not include any taxes – local, county, state, or federal.
Customer is responsible for paying all taxes on the services provided by the Consultant. If Consultant is required to pay applicable taxes for the Customer’s specific jurisdiction, those will be invoiced to the Customer. If the Customer is tax- exempt, a tax-exempt certificate is required by the Consultant. Otherwise, the Consultant will pay all applicable taxes to the appropriate entities, which the Customer will be required to reimburse to Consultant. For clarity, Consultant is responsible for paying Consultant’s income taxes – state and federal – as applicable, arising from the services provided in this Agreement.
N PSG Contract #2024 - 2000
3 4. Term and Termination.
a. Commencement. This Agreement shall commence on the Effective Date and shall terminate upon completion of the agreed upon Scope of Work in Exhibit A and payment in full therefor by Customer.
b. Effect of Termination. The termination or expiration of this Agreement shall in no way affect or impair any right which has accrued to either Party prior to the date when such termination or expiration became effective. Upon the effective date of any termination or expiration of this Agreement, the Consultant shall immediately cease performing the Services , and, in the event of breach by t he Customer, the Customer shall pay all the Consulting Fees to the Consultant. The provisions of Section 2, Section 3(b), Section 5, Section 6, Section 7, Section 8, Section 9, Section 10, and this Section 4(b) shall survive any expiration or other termination of this Agreement. Termination of this Agreement by either Party shall not act as a waiver of any breach of this Agreement and shall not act as a release of either Party from any liability for breach of such Party’s obligations under this Agreement. Neither Party shall be liable to the other for damages of any kind solely as a result of terminating or expiration of this Agreement in accordance with its terms, and termination of this Agreement by a P arty shall be without prejudice to any other right or remedy of such P arty under this Agreement or applicable law.
c. Extension of Consulting Services. Customer may request that Consultant provide additional or extended services at any time. The Parties acknowledge and agree that fees for additional services shall be provided at Consultants then current rates and terms. Additional services, fees and terms will be agreed upon in writing between the Parties.
5. Confidentiality.
a. Customer Confidential Information. By virtue of this Agreement, the Consultant will have access to confidential information and materials of the Customer that is provided to the Consultant after the execution of this Agreement and so designated in writing (collectively, the “Customer Confidential Information” ). Customer Confidential Information does not include information that (i) is already in the Consultant’s possession at the time of disclosure by the Customer, (ii) is or becomes part of public knowledge other than as a result of any action or inaction of the Consultant, (iii) is obtained by the Consultant from an unrelated third party without a duty of confidentiality, or (iv) is independently developed by the Consultant.
The Consultant shall not use Customer Confidential Information for any purpose other than in furtherance of this Agreement and the activities described herein. The Consultant shall not disclose Customer Confidential Information to any third parties except as otherwise permitted hereunder. The Consultant shall maintain Customer Confidential Information with at least the same degree of care it uses to protect its own proprietary information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. The Consultant shall promptly advise the Customer in writing of any misappropriation or misuse of Customer Confidential Information of which the Consultant becomes aware. b. Consultant Confidential Information. By virtue of this Agreement, the Customer will hav e access to confidential information and materials of the Consultant that is provided to the Customer after the execution of this Agreement and so designated in writing (collectively, the N PSG Contract #2024 - 2000
4 “Consultant Confidential Information”). Consultant Confidential Information does not include information that (i) is already in the Customer’s possession at the time of disclosure by the Consultant, (ii) is or becomes part of public knowledge other than as a result of any action or inaction of the Customer, (iii) is obtained by the Customer from an unrelated third party without a duty of confidentiality, or (iv) is independently developed by the Customer. The Customer shall not use Consultant Confidential Information for any purpose other t han in furtherance of this Agreement and the activities described herein. The Customer shall not disclose Consultant Confidential Information to any third parties except as otherwise permitted hereunder. The Customer shall maintain Consultant Confidential Information with at least the same degree of care it uses to protect its own proprietary information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. The Customer shall promptly advise the Consultant in writing of any misappropriation or misuse of Consultant Confidential Information of which the Customer becomes aware. c. Exclusions. Notwithstanding the foregoing, this Agreement shall not prevent the Consultant from disclosing Customer Confidential Information or the Customer from disclosing Consultant Confidential Information to the extent required by a judicial order or other legal obligation; provided, however, that, in such event, the Party from which disclosure is sought shall promptly notify the other Party to allow intervention (and shall cooperate with the Party from which disclosure is sought ) to contest or minimize the scope of the disclosure (including application for a protective order). Further, each Party may disclose the terms and conditions of this Agreement (i) in confidence, to legal counsel, (ii) in confidence, to accountants, and (iii) in connection with the enforcement of this Agreement or any rights hereunder. The Parties expressly acknowledge that the terms and conditions of this Agreement shall become a public record under applicable law upon its approval by Customer. d. Equitable Relief. The Consultant acknowledges that unauthorized use or disclosure of
Customer Confidential Information could cause the Customer irreparable harm for which its remedies at law would be inadequate, and, similarly, the Customer acknowledges that unauthorized use or disclosure of Consultant Confidential Information could cause the Consultant irreparable harm for which its remedies at law would be inadequate. Accordingly, each Party acknowledges and agrees that the other Party will be entitled, in addition to any other remedies available to it at law or in equity, to the issuance of injunctive relief enjoining any breach or threatened breach of its obligations hereunder.
6. Warranties.
a. Authority. The Consultant represents, warrants, and covenants to the Customer that the Consultant has the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consent or approval not yet obtained. b. No Implied Warranties. The Customer agrees that (i) the Consultant is not the manufacturer, distributor, or developer of any of the p roducts or services subject to the Services (collectively, the “ Third-Party Products ”), (ii) the warranties and representations , if any, applicable to any of the Third -Party Products (including, without limitation, their respective specifications) are those of the manufacturer, distributor, or developer thereof and not the Consultant, and (iii) the Consultant bears no obligation or liability related to or resultant from the warranties or representations , if any, applicable to any of the Third -Party Products (including, without limitation, their respective specifications). THE WARRANTY SET FORTH IN SECTION 6(A) IS THE ONLY WARRANT Y MADE BY THE CONSULTANT HEREUNDER. THE NPSG Contract #2024 - 2000
5 CONSULTANT HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY,
SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
7. Limitation on Liability. UNDER NO CIRCUMSTANCE SHALL THE CONSULTANT’S LIABILITY ARISING OUT
OF OR IN CONNECTION WITH ANY ORDER OR OTHER AGREEMENT BETWEEN THE CONSULTANT AND THE CUSTOMER OR THE CONSULTANT ’S PERFORMANCE OR ASSERTED FAILURE TO PERFORM
HEREUNDER, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT OF INSURANCE COVERAGE REQUIRED TO BE PROVIDED BY CONSULTANT UNDER THIS AGREEMENT .
IN NO EVENT SHALL THE CONSULTANT BE LIABLE FOR SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY,
CONSEQUENTIAL OR OTHER INDIRECT DAMAGES INCLUDING , WITHOUT LIMITATION, DAMAGES
RESULTING FROM LOSS OF USE OR GOODWILL, WHETHER OR NOT THE CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. This limitation of liability represents an allocation of risks between the Customer and the Consultant, which allocation is reflected in the Consulting Fees. The Customer acknowledges that the amount of the Consulting Fees reflects and incorporates the disclaimer of warranties and limitation of liability and remedies set forth herein (without which the Consulting Fees would have been substantially higher).
8. (a) Indemnification for Professional Liability.
Where the law establishes a professional standard of care for Consultant’s services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened , including attorney’s fees and costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a consequence of, or are in any way attributable to, in whole or in part, any negligent or wrongful act, error or omission of Consultant, or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or sub -contractors of Consultant, in the performance of professional services under this Agreement.
(b) Indemnification for Other than Professional Liability.
Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorney’s fees and costs, court costs, interest, defense costs, and expert witness fees), to the extent of Consultant’s negligence or of the negligence of any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or sub-contractors of Consultant.
(c) Indemnification from Sub-Consultants.
Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every sub- Consultant or any other person (excluding Consultant’s employees) or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these NPSG Contract #2024 - 2000
6 requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this Agreement or this section.
(d) Other
Under indemnification obligation set forth herein and to the extent of the indemnification obligations and limitations set forth herein: (i) Consultant and any Sub-Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith (ii) Consultant and any Sub -Consultant will promptly pay any judgment rendered against City, its officers, agents, or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold City, its officers, agents, and employees harmless therefrom.
(e) City’s Negligence.
The provisions of this section do not apply to claims occurring as a result of sole or gross negligence by City, its officers, directors, officials, employees, or agents. . The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officers, directors, officials, employees and agents.
9. Non-Disparagement.
a. Consultant. The Consultant agrees to instruct its members and employees to refrain from any disparaging statements ( including, but not limited to, statements that amount to libel or slander) (i) about the Customer or any of its officers or employees or (ii) that pertain to any personal or confidential matters that may cause embarrassment to the Customer or any of its employees or officers; provided, however, that t he foregoing restrictions shall not apply to any testimony that the Consultant is compelled by law to give (whether written or verbal).
b. Customer. The Customer agrees to instruct its officers and employees to refrain from any disparaging statements (including, but not limited to, statements that amount to libel or slander) (i) about the Consultant or any of its members or employees or (ii) that pertain to any personal or confidential matters that may cause embarrassment to the Consultant or any of its employees or members; provided, however, that the foregoing restrictions shall not apply to any testimony that the Customer is compelled by law to give (whether written or verbal).
10. Insurance. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees, and agents of City:
a. C
omprehensive General Liability Insurance (Occurrence Form CG0001 or equivalent) . A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury, and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit.
NPSG Contract #2024 - 2000
7 b. Worker’s Compensation Insurance. A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure, and provide legal defense for both the Consultant and the City against any loss, claim, or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. c. A
utomotive Insurance (Form CA 0001 (Ed 1/87) including “any auto” and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, and hired cars.
d. P
rofessional Liability. Professional liability insurance appropriate to the Consultant’s profession. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to services performed under this Agreement. The insurance must be maintained for at least two (2) consecutive years following the completion of Cons ultant’s services or the termination of this Agreement. During this additional two-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
e. A
dditional Insurance . Policies of such other insurance, as may be required in the Special Requirements.
f. S ubcontractors . Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor.
All coverages for subcontractors shall be subject to all of the requirements stated herein. g. General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees, and agents as additional insureds, and any insurance maintained by City or its officers, employees, or agents shall apply in excess of, and not contribute with, Consultant’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees, and agents and t heir respective insurers. The insurance policy or endorsement thereto must specify that where the primary insured does not satisfy the self -insured retention, any additional insured may satisfy the self- insured retention. All of said policies of insurance or endorsement thereto shall provide that said insurance may not be amended or cancelled by the insurer or any Party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 10 to the City. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of all required insurance policies NPSG Contract #2024 - 2000
8 at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.
City, its respective elected and appointed officers, directors, officials, employees, and agents are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. Consultant’s insurance shall apply separately to each insu red against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.
In the event the Consultant subcontracts any portion of the work, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to this Section 10, and such certificates and endorsements shall be provided to City.
Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. .
11. Miscellaneous.
a. Entire Agreement; Waiver; Amendment. This Agreement, including any appendices hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all other prior agreements or undertakings with respect to the subject matter hereof, both written and oral. No delay or failure on the part of any Party in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement shall in any event be effective unless the same shall be in writing and signed and delivered by the Party against which or whom enforcement is sought, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
b. Severability. If the application of any provision of this Agreement to any particular facts or circumstances shall for any reason be held to be invalid, illegal or unenforceable by a court, NPSG Contract #2024 - 2000
9 arbitration panel or other tribunal of competent jurisdiction, then (i) the validity, legality and enforceability of such provision as applied to any other particular facts or circumstances, and the other provisions of this Agreement, shall not in any way be affected or impaired thereby, and (ii) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties. If, moreover, any provision contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law.
c. Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the State of California. Any and all claims, controversies, and causes of action arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, shall be governed by the laws of the State of California, including its statutes of limitations, without giving effect to any conflict -of-laws rule that would result in the application of the laws of a different jurisdiction. Each Party hereby (i) irrevocably submits and consents to the exclusive jurisdiction and venue of the Superior Court of the State of California for the County of Riverside and the United States District Court for the Central District of California, as well as all respective appellate courts therefrom, (collectively, the “ Courts”) over any action, suit or proceeding arising out of or relating to this Agreement, ( ii) consents to the exercise of personal jurisdiction thereover and venue in the Courts and hereby waives any objection and defense to the exercise of personal jurisdiction or venue, ( iii) covenants that it will not commence any action, suit or proceeding arising out of or relating to this Agreement except in the Courts, and ( iv) agrees that ( AA) any action brought in contravention of this Section 10(c) is subject to dismissal at any time and at any stage of the action, suit or proceeding, and no action taken by the other Party in defending, counterclaiming or appealing shall be construed as a waiver of this right to immediate dismissal and (BB) a Party bringing an action in contravention of this in contravention of this Section 10(c) shall be liable to the other Party for the costs, expenses and attorneys’ fees incurred in successfully dismissing the action or successfully transferring the action to the Courts. No provision of this Section 10(c) shall be construed, however, to affect the right of any Party to enforce a judgment rendered by the Courts in any other jurisdiction.
d. Remedies. All rights and remedies hereunder shall be cumulative, may be exercised singularly or concurrently and, unless otherwise stated herein, shall not be deemed exclusive.
e. Notices. Any notice required or permitted to be given hereunder shall be in writing and given by (a) personal delivery, (b) overnight delivery by a nationally recognized courier (e.g., FedEx or UPS) to the address hereinabove set forth for the recipient or (c) by certified or registered mail, return receipt requested, by the United States Postal Service to the address hereinabove set forth for the recipient. Any notice given as hereinabove set forth shall be deemed given upon the earlier of actual receipt or refusal of receipt. The address hereinabove set forth may be changed as to any Party upon at least ten (10) days prior notice thereof to the other Party.
The addresses hereinabove set forth may be changed as to any Party upon at least ten (10) days prior notice thereof to the other Parties.
f. Construction. This Agreement was negotiated by the Parties and is to be deemed to have been prepared jointly by the Parties after arms -length negotiations and constitutes a free bargain between the Parties, and any uncertainty or ambiguity existing herein shall not be NPSG Contract #2024 - 2000
10 interpreted against any Party —and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any Party shall not apply to any construction or interpretation hereof— but according to the application o f the rules of interpretation of contracts. Further, in this Agreement, unless an express contrary intention is herein set forth, (a) the singular number includes the plural number and vice versa, (b) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular section or other provision hereof, (c) “including” (and with correlative meaning “include”) means including without limiting the generality of any description precedin g such term, (d) “or” is used in the inclusive sense of “and/or,” and (e) the recitals hereinabove set forth are incorporated herein by reference.
g. Exhibits. All Exhibits attached hereto are hereby incorporated by reference into, and made a part of, this Agreement.
h. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall together constitute one and the same agreement (it being understood that all Parties need not sign the same counterpart). This Agreement, to the extent signed and delivered or countersigned and returned by means of a facsimile machine or other or electronic reproductive image of a manual signature, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
i. Parties in Interest . Nothing in this Agreement shall be construed as giving any person or entity, other than the Parties, and their respective successors and permitted assigns, any right, remedy or claim under or in respect to this Agreement or any provision hereof.
j. Headings. The section headings throughout this Agreement are for convenience and reference only, and words contained therein shall in no way be held to explain, modify, simplify or aid in the interpretation, construction or meaning of the provisions of this Agreement.
k. Piggybacking. To the extent allowed by applicable law, any public procurement unit, within or without the Customer’s state, that is permitted to purchase services and products under the terms of a contract entered into by another awarding or sponsoring public procuremen t unit (“Piggybacking”), the Parties shall permit other public procurement units to Piggyback on this Agreement for the purchase of the services and products provided hereunder; provided, however, that, notwithstanding any other provision of this Agreement or otherwise, any agreement that relies on Piggybacking of this Agreement shall (a) be subject to acceptance by Consultant in its sole and absolute discretion, (b) be subject the execution and delivery of all applicable contracts on terms and conditions acceptable to Consultant in its sole and absolute discretion, and (c) include a provision under which the customer thereunder shall defend, indemnify and hold Customer harmless from all claims, demands, expenses, and causes of actions, of every kind, arising out of, or in any way connected to, directly or indirectly, the use of this Agreement.
l. Consultant warrants and represents that it is qualified to conduct business within the State of California.
NPSG Contract #2024 - 2000
11 IN WITNESS WHEREOF, this Agreement is executed (a), if by an individual, by hereunto setting his or her hand under seal by adoption of the word “SEAL” appearing next to his or her signature, (b), if by a corporation, by the duly authorized officer, director or shareholder of the corporation on its behalf under seal, if an impression seal appears hereon, by affixing such impression seal or by adoption of the word “SEAL” appearing next to the signature of the officer, (c), if by a partnership, by the duly aut horized partner of the partnership on its behalf under seal by adoption of the word “SEAL” appearing next to the signature of the partner or (d), if by a limited liability company, by the duly authorized manager or company official on its behalf under seal by adoption of the word “SEAL” appearing next to the signature of the manager or company official, on the day and year first above written.
IN WITNESS WHEREOF, the parties hereto have executed and entered into this Agreement on the date first written above.
CITY: CONSULTANT:
CITY OF RIALTO, a municipal NATIONAL PUBLIC SAFETY GROUP, LLC, a North Carolina limited liability
company
corporation
By: By:
, City Manager Signature
ATTEST: Buck Mims
Name
By:
Barbara A. McGee, City Clerk Chief Executive Officer
Title
APPROVED AS TO FORM:
Burke, Williams & Sorensen, LLP
By:
Eric S. Vail, City Attorney
**Two signatures are required if a
corporation**
NPSG Contract #2024 - 2000
12 Exhibit A
Scope of Work
NPSG will assist the Customer with their public safety software project, which will include:
• Computer Aided Dispatch (CAD)
• Law Enforcement Records Management System (LERMS)
• Mobile Data System (MDS)
NPSG will provide the agreed upon services for the following agency:
• Rialto Police Department
NPSG will provide the following services:
NPSG Phase I
Needs Assessment
Complete
NPSG Phase II
Selection Process
Complete
NPSG Phase III
Procurement Process
The NPSG team will work with the Customer to perform the following services such as:
• Upon a Vendor being awarded a Selection, NPSG retrieves the company’s contract • NPSG works with the Customer’s Procurement, Risk, and Legal departments to vet the agreement. • The NPSG Procurement Team has a system for contract negotiations which include vetting the following criteria:
o Price
Actual cost
Ongoing costs
Pricing model
Future add on costs
o Payment terms
Breakdown of milestones
Percentage of holdback money contingent on sign off
o Product
Determine accuracy of the Statement of Work (SOW) by a Professional Services and NPSG Contract #2024 - 2000
13 Account expert
Ensure the Customer fully understands the deliverables they are getting, as well as what is not included in the SOW
o Project
Professional Services standards
• Project Manager
• Project tools
• Team members
Penalties for very delayed projects
o Support level agreement
Support tiers with guaranteed response times
• Penalties for delayed responses
Annual SSMA or Subscription increase percentage caps
If SaaS, guaranteed uptime with penalties
Ongoing support parameters
Cybersecurity
Identification of personnel who will be assigned to support Customer o Updates and Upgrades
Costs
Process
o All Terms and Conditions, with some specific language regarding Assignment
Non-interference
Data ownership
Legal litigation or arbitration
• NPSG assist in redlining and commenting on the price, terms, and conditions to assist the agency in finalizing a successful contract
• Attend any management or Commissioner meetings needed to get approval for the contract signing
NPSG Phase IV
Project Management
The NPSG team will work with perform the following services such as:
• Attend and assist with kickoff and discovery sessions to make sure all goals and objectives are understood and documented
• Work with software vendor and customer to develop a detailed implementation schedule • We work to ensure the training plan scheduled is conducive with agency needs – schedules, union rules, other limitations
• Our project managers and subject matter experts attend meetings and calls as appropriate and deliver detailed notes after each call
• Prior to weekly project status meetings, we have weekly one on ones with the customer and vendor, which helps make the status calls more efficient and effective • We work to ensure the agency is on track doing their homework to ensure there is no project delay NPSG Contract #2024 - 2000
14 • We work to ensure the vendor is on track with their deliverables to ensure there is no project delay • Work to ensure client assigns appropriate “core group” resources for project success o This entails identifying what personnel resources will be needed for a project of your scope • Work to make sure any showstopper items are identified and promptly resolved by the responsible party before becoming major issues
• Monitor risks and change requests throughout the project. • Review and recommend approval of software invoices as requested by the Customer • Assist client with preparing for Stakeholder Meetings • Schedule calls with the software vendor and all third-party vendors to identify interface requirements. • Manage progress of data conversions or any access to legacy data to ensure these processes are not going to delay the project
o Ensure client stays on track with validations
o Ensure vendor stays on track with fixing issues for the next data conversion run o Work with client to make sure they are bringing clean data into their new system • Work to ensure functional and load testing is performed as needed o Document issues found during testing and continuously follow-up with the vendor on resolution and a retesting plan
o Assist with prioritizing issues and ensuring Go Live gating issues get worked on first • Work with the vendor to develop and communicate a detailed go -live plan well before the system is put into live operation
o Work with vendor to ensure there is a go live checklist for both their staff, the client’s staff o Ensure the vendor has lined up go -live support from third parties involved in interfaces, which may need go live support
• Continue to follow up after go-live for any post go-live action items, such as pending interfaces, conversion items, or anything else that was not completed
• Provide ongoing annual support for account and technical needs if that option is chosen by the agency – Consulting as a Service (CaaS)
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National Public Safety Group Proposal
Proposal Services for: Public Safety Software Consulting Services Proposal for: Rialto Police Department
Contact: Anthony Vega Date: 5/21/2024
Captain Valid: 11/17/2024
Division:
Email: [email protected] Phone: 909.820.2550
NPSG Contact: Dennis Vrooman Email: [email protected] Item Length of Project Total
Needs Assessment NA
Selection NA
Procurement $37,500
Project Management $182,500
Total Consulting Services: $220,000
Item Total
Consulting as a Service NA
Travel $20,000
Total Cost: $240,000
This document should not be shared unless the proper FOIA laws have been met.
This proposal includes services for this project for this many months after effective date: 24 A $3,500 Legal Fee is added for agencies using their own PSA See full agreement for all terms and conditions
Optional CaaS: Ongoing annual support after sign off by NPSG for technical, account, & invoicing items: $26,991 Travel - The following number of trips are included in the above travel.
Procurement Up to (2) Trips for final negotiations and Commissioner meeting Project Management Up to (1) Trip per month until Training and Go-Live NPSG will have the needed staff at all training and Go-Live up to:
Up to (4) Consultants for up to two weeks of Training
Up to (3) Consultants for up to one week of Go-Live
NOTES
Exhibit B
Cost Proposal
Month Milestone Begin/End Percentage Unit Cost Payment Paid to Date $240,000
* Projected Project Length: 24
1 Effective Date Begin 4% $240,000 $10,000.00 $10,000
2 Monthly payment 4% $240,000 $10,000.00 $20,000
3 Monthly payment 4% $240,000 $10,000.00 $30,000
4 Monthly payment 4% $240,000 $10,000.00 $40,000
5 Monthly payment 4% $240,000 $10,000.00 $50,000
6 Monthly payment 4% $240,000 $10,000.00 $60,000
7 Monthly payment 4% $240,000 $10,000.00 $70,000
8 Monthly payment 4% $240,000 $10,000.00 $80,000
9 Monthly payment 4% $240,000 $10,000.00 $90,000
10 Monthly payment 4% $240,000 $10,000.00 $100,000
11 Monthly payment 4% $240,000 $10,000.00 $110,000
12 Monthly payment 4% $240,000 $10,000.00 $120,000
13 Monthly payment 4% $240,000 $10,000.00 $130,000
14 Monthly payment 4% $240,000 $10,000.00 $140,000
15 Monthly payment 4% $240,000 $10,000.00 $150,000
16 Monthly payment 4% $240,000 $10,000.00 $160,000
17 Monthly payment 4% $240,000 $10,000.00 $170,000
18 Monthly payment 4% $240,000 $10,000.00 $180,000
19 Monthly payment 4% $240,000 $10,000.00 $190,000
20 Monthly payment 4% $240,000 $10,000.00 $200,000
21 Monthly payment 4% $240,000 $10,000.00 $210,000
22 Monthly payment 4% $240,000 $10,000.00 $220,000
23 Monthly payment 4% $240,000 $10,000.00 $230,000
24 Monthly payment 4% $240,000 $10,000.00 $240,000
31 0 0% $0 $0.00 $0
0 0% $0 $0.00 $0
Total Payments: $240,000.00 $0
*Projected project length is listed above and below. We do not quote projects based on hours, but on other criteria, such as number of agencies, users, products, etc. We will continue to provide project services for the below number of months.
Our goal is to provide your agency with a successful project on time and within budget.
This is a fixed-fee agreement paid over monthly payments for up to: 24 months.
If project is completed before the projected time, the balance of unpaid payments will be due and invoiced for payment.
Payment terms
Exhibit C
Payment Terms
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
(A/C, No):
FAX
E-MAIL
ADDRESS:
PRODUCER
(A/C, No, Ext):
PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-
STATUTE
PER
LIMITS(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY)
POLICY EFF
POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-
JECT LOC
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
06/18/2024
Little Insurance
PO Box 629
SOUTHERN PINES
NC
28388
Kenneth Little
(910) 692-6881
(910) 692-1863
[email protected]
National Public Safety Group, LLC
124 Newington Way
Aberdee
NC
28315
NATIONWIDE ASSURANCE CO
10723
SELECTIVE INSURANCE
19259
LLOYD'S OF LONDON
AA112
A
Primary and Non-Contributory
X
X
ACP CG013059354982
06/15/2024
06/15/2026
2,000,000
100,000
5,000
2,000,000
4,000,000
4,000,000
A
ACP CG013059354982
06/15/2024
06/15/2025
2,000,000
B
X
WC 9070375
07/11/2024
07/11/2025
1,000,000
1,000,000
1,000,000
C
Professional Liability
W2DA39229201
01/01/2024
01/01/2025
Each Occurrence
$2,000,000
Aggregate
$2,000,000
The City of Rialto, is respective elective and appointed officers, directors, officials, employees and agents shall be Additional Insureds under the General Liability policy. Primary and Non-Contributory-Other Insurance Condition applies to the General Liability policy- endorsement CG 20 01 04 13. Waiver of Subrogation applies under both the General Liability and the Workers Compensation policies.
No deductible or self-insured retention applies under the General Liability policy.
City of Rialto
128 N Willow Avenue
Rialto
CA
92376
Kenneth Little
Exhibit D