CONSULTING AGREEMENT TO PROVIDE BASIS FOR DESIGNS FOR PROVIDING AN INTEGRATED IFR-RMS
CONSULTING AGREEMENT
TIllS AGREEMENT is made as of 2005, between the City of Clearwater,
hereinafter referred to as "Client" and Public S fety onsultants, Inc., hereinafter referred to as
"Consultant" .
In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in
this Agreement, the provisions of such attachments shall govern.
1. Services. Consultant agrees to perform for client the services as described in the Scope of
Services section in Exhibits A attached hereto and as executed by Client and Consultant.
Such services are hereinafter referred to as "Services." Client agrees that Consultant shall
have ready access to Client's staff and resources as necessary to perform the Consultant's
Services provided for by this contract.
2. Rate of Payment for Services. Client agrees to pay Consultant for Services in
Accordance with the specific payment schedule contained in the Exhibits attached hereto
and executed by both Client and Consultant.
3. Invoicing. Client shall pay the amounts agreed to herein, due upon receipt of invoices
which shall be sent by Consultant. Client shall timely pay the amount of such invoices to
Consultant. Invoices that are thirty days past due are considered past due.
4. Confidential Information. Each party hereto ("Such Party") shall hold in trust for the
other party hereto ("Such Other Party"), and shall not disclose to any nonparty to the
Agreement, any confidential information of Such Other Party. Confidential Information is
Information which relates to Such Other Party's research, development, trade secrets or
business affairs, but does not include information which is generally known or easily
ascertainable by nonparties of ordinary skill in computer design and programming.
Consultant hereby acknowledges that during the performance of this contract, Consultant may
learn or receive confidential Client information and therefore Consultant hereby confirms that all
such information relating to the Client's business will be kept confidential by Consultant, except to
the extent that such information is required to be diwlged to Consultant's clerical or support staff
of associates in order to enable Consultant to perform Consultant's contract obligations.
5. Staff. Consultant is an independent contractor and neither Consultant nor Consultant's
staff is, or shall be deemed to be, employed by Client. Client is hereby contracting with
Contractor for the Services described in Exhibit A (Scope of Services) and Consultant
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reserves the right to determine the method, manner and means by which their Services will
be performed. Consultant is not required to perform the Services during fixed hourly or
daily time and if the Services are performed at the Client's premises, then Consultant's time
spent at the premises is to be at the discretion of Consultant; subject to the Client's normal
business hours and security requirements. Consultant hereby confirms to the Client that
the Client will not be required to furnish or provide any training to Consultant to enable
Consultant to perform the Services required hereunder. The Services shall be performed
by Consultant, or Consultant's staff, and the Client shall not be required to hire, supervise
or pay any assistants to help Consultant who performs the Services under this Agreement.
Consultant shall not be required to devote Consultant's full time nor the full time of
Consultant's staff to the performance of the Service required hereunder, and it is
acknowledged that Consultant has other clients and Consultant offers Services to the
general public. The order of sequence in which the work is to be performed shall be under
the control of Consultant. Consultant's Services hereunder cannot be terminated or
canceled short of completion of the Services agreed upon except for Consultant's failure to
perform the contract's specifications as required hereunder and conversely, subject to
Client's obligation to make full and timely payment(s) for Consultant's Service as set forth
in Exhibit A. The Client shall not provide any insurance coverage of any kind for
Consultant or Consultant's staff, and Client will not withhold any amount that would
normally be withheld from any employee's pay.
6. Use of Work Product. Except as specifically set forth in writing and signed by both
Client and Consultant, Consultant shall have all copyright and patent right with respect to
all materials developed under this contract, and Client is hereby granted a nonexclusive
license to use and employ such materials within the Client's business.
7. Client Representative. The following individual, CaDtain Donald Hall. shall represent
Client during the performance of this contract with respect to the Services and deliverables
as defined herein and has authority to execute written modifications or additions to this
contract.
8. Disputes. Any disputes that arise between the parties with respect to the performance of
this contract shall be submitted to the binding arbitration by the American Arbitration
Association, to be determined and resolved by said association under its rules and
procedures in effect at the time of submission and the parties hereby agree to share equally
in the costs of said arbitration.
The final arbitration decision shall be enforceable through the courts of the State of Florida. In the
event that this arbitration provision is held unenforceable by any court of competent jurisdiction,
then this contract shall be as binding and enforceable as if this Section were not a part hereof
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9. Liability. Consultant warrants to Client that the material and services to be delivered or
rendered hereunder, will be of the kind and quality designated and will be of the kind and
quality designated and will be performed by qualified personnel.
10. Complete Agreement. This Agreement contains the entire agreement between the parties
hereto with respect to the matters covered herein. No other agreements, representations,
warranties represented by or on behalf of Consultant by any of its employees or agents, or
contained in any sales materials or brochures, shall be deemed to bind the parties solely on
the basis of the representations contained herein.
11. Applicable Law. Consultant shall comply with all applicable laws in performing Services
but shall be held harmless for violation of any government procurement regulation to which
it may be subject but to which reference is not made in Exhibit A. This Agreement shall be
construed in accordance with the laws of the State of Florida.
12. Scope of Agreement. If the scope of any of the provisions of the Agreement is too broad in
any respect whatsoever to permit enforcement to its full extent, then such provisions shall be
enforced to the maximum extent permitted by law, and the parties hereto consent and agree
that such scope may be judicially modified accordingly and that the whole of such
provisions of this Agreement shall not thereby fall, but that the scope of such provision shall
be curtailed only to the extent necessary to conform to law.
13. Additional Work. After receipt of an order which adds to the Services, Consultant may, at
its discretion, take reasonable action and expend reasonable amounts of time and money
based on such order. Client agrees to pay Consultant for such action and expenditure as set
forth in Exhibit A of this Agreement for payments related to Services.
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14 . Notices.
(1) Notices to Client should be sent to
Client:
Attn.:
Address:
Phone:
City of Clearwater Police Department
Captain Donald Hall
645 Pierce Street
Clearwater, Florida 33756
(727) 562-4185
(2) Notices to Consultant should be sent to:
Public Safety Consultants, Inc.
Dr. Ralph E. loimo, DP A
1092 Old Ware Road
Wetumpka, Alabama 36093
(334) 514-8363
(334) 514-8847
Attn.:
Address:
Phone:
FAX:
15. Assignment. This Agreement may not be assigned by either party without the prior written consent
of the other party.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date ftrst above
written.
Public Safety Consultants, Inc.
~~. WI
" E.loimo PA,P~~
CfITzr;~
By: ::::tr
William B. Home II
City Manager
Approved as to fonn:
Attest:
~ z. JJ-.. D."
. Eo, Goudeau '. .
Ci lerk:;: ~_ ...':' ". "
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EXHIBIT A: SCOPE OF SERVICES
The deliverables described below are to be provided in written form. While work
on the tasks may proceed in parallel, the product(s) under each task must
receive the IMG's conceptual approval prior to that and subsequent tasks.
A. Task "A" - Requirements Study
The consultant will complete a requirements study, which will, at a minimum,
provide the basis for designs for providing an integrated IFR-RMS. The written
Requirements Study must satisfy the following specifications:
1) Incorporate a review of existing hardware and software applications, LAN
and WAN configurations and infrastructure.
2) Survey both executive management and functional planning staff in each
division of the Police Department to determine the strategic direction of
each division, and the short and long term information and resource
management goals in support of mission accomplishment. Provide future
goals and direction recommendations for best management practices to
enable the Police Department to have a guide for grant acquisitions and
fu ture funding justification.
3) Identify intra-city, city-to-county, city-to-state, and city-to-city public
safety information sharing needs, and make recommendations to address
same.
4) Identify and discuss the issues of the physical interface of a new IFR-RMS
with existing hardware, software and organization with Police Computer
Operations and City Information Technology (IT) staff.
5) Identify and discuss data conversion issues with Police Computer
Operations and City Information Technology (IT) staff.
6) Make recommendations regarding the design and project plan for
conversion of Police Department network administration to active
directory .
7) Conduct security analysis of Police Department network systems and
procedures, and compare to normally accepted standards for law
enforcement systems security and make recommendations accordingly
(reference all sources of data used to establish recommended standards).
8) Upon completion of final report, the selected consultant is expected to
present the report at a City Council meeting, outlining a strategic plan for
computer operations within the Police Department and addressing
interfacing with local, state, and federal law enforcement agencies.
B. Task "B" - Request for Proposals & Vendor Selection
The consultant will, at a minimum, satisfy the following requirements:
1) Prepare in a City-acceptable format a Request for Proposal for an
integrated In-Field Reporting System and Records Management System.
The RFP will provide prospective vendors with the necessary
documentation and technical specification information for hardware,
software / source code, and network / communications components for
the IFR-RMS. The RFP will be approved by the IMG prior to release.
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2) The RFP will be prepared in accordance with purchasing policies and
procedures of the City of Clearwater and will include acceptance test
specifications.
3) With the assistance of designated representatives of the IMG and the City
Purchasing Department, develop criteria for proposal evaluation and
vendor selection.
4) Participate in necessary pre-proposal conferences for the purpose of
answering vendor questions.
5) Participate with designated representatives of the IMG in the opening and
evaluation of proposals.
6) Assist the City in contract negotiations with the vendor(s) and in reviewing
proposed vendor contract(s).
7) Scheduling of events and implementation process must be completed in
accordance to the scheduled grant deadlines mandated to the Police
Department.
VI. Consultant ResponsibDities - Reports and Briefings
The consultant must provide administrative reports and briefings detailing
project direction and progress to the IMG. The IMG expects the consultant to
comply with the administrative requirements detailed below.
A. Consultant will meet with the IMG weekly during the course of the contract to
discuss the project direction and progress. The IMG members at their discretion
may cancel any scheduled meetings between themselves and the consultant.
B. Consultant will conduct briefings for the IMG and Police Department
administrative managers detailing the fmdings and progress of the project at
least every month and more frequently if the consultant or the IMG perceives the
need.
c. Consultant will provide the IMG with copies of a monthly written progress
report which shall include the following at a minimum:
1) Review of current month's work and subsequent month's work plans to
monitor adherence to the project plan timetable.
2) Problems encountered thus far, their resolution or plan for resolution.
3) Any proposed modifications to the written project plan or timetable and
the reason for modification. Any proposed modifications must have
approval of the IMG prior to implementation.
4) Consultant will provide a final report following completion of this project,
detailing recommendations for follow-up activities and assessing
effectiveness of the project.
S) You are to include in your proposal the methodology you will use to
accomplish all tasks and a timetable for completion of each task.
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EXHIBIT B: PAYMENT SCHEDULE
The total contract value is $74,400.00. Payments will be made in accordance with the following
payment schedule:
1. 10% of total contract value upon signing of the initial contract $7,440.00
2. Delivery of the Draft Functional Requirement Specification with
Interfaces specified $14,040.00
3. Completion of Task A: Delivery of Final Functional Requirement
and Interface Specification $14,040.00
4. Development and Release of Request for Proposal $17,280.00
5. Conduct Benchmark Test and Final Vendor Selection $12,960.00
6. Contract Negotiations $ 8.640.00
TOTAL CONTRACT PRICE $74,400.00
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