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HomeMy WebLinkAboutPD Crime Analyst Services 2019ANALYST FOR HIRE AGREEMENT This ANALYST FOR HIRE AGREEMENT C'Agreement's made effective as of 3 LAA t 7, 2 A(the "Effective Date's between LexisNexis Risk Solutions FL Inc. (LN'� and the City of San Rafael, via its Police Department with its principal place of business at 1400 Fifth Avenue, San Rafael, CA 94901 (hereinafter "Customer"). WHEREAS LN is in the business of providing analytical software and services dedicated to providing public safety, national security and defense entities the innovative tools and subject -matter expertise needed to identify, analyze and resolve problems created by the actions of offenders and their networks that threaten citizens and communities; and WHEREAS Customer is the municipal law enforcement agency and utilizes LN's products in its law enforcement efforts; and WHEREAS Customer has determined it would be in Customer's best interest to have dedicated full-time crime analysts and technical personnel to support its law enforcement efforts; and WHEREAS LN and Customer wish to enter into an agreement pursuant to which LN will arrange with such crime analysts and technical personnel for them to provide their services to Customer; NOW, THEREFORE, in consideration of the covenants and agreements contained herein, LN and Customer agree as follows: 1. SERVICES PROVIDED UNDER STATEMENT OF WORK. For any analysts/technical personnel who will be performing services for Customer pursuant to this Agreement, LN will issue and Customer will execute a Statement of Work in the form attached as Appendix A hereto referencing its incorporation of the terms and conditions of this Agreement and stating the name(s) and the payment rate(s) and/or Fee for the personnel, duration of services, brief description of project, authorization of additional costs beyond the payment rate(s) (such as travel, parking, drug testing), and any other terms to which LN and the Customer may choose to agree. In the event of a conflict between the terms of this Agreement and the terms of any Statement of Work, the terms of this Agreement shall control unless the Statement of Work specifically (and not generally) identifies the conflicting terms in this Agreement and explicitly states that such terms shall not apply but shall instead be superseded by the Statement of Work. The Statement of Work will be signed by an authorized representative of Customer. Upon expiration of a Statement of Work, to the extent that any services performed by one or more analysts/technical personnel are thereafter provided on the same or a different project, they shall be provided under the terms of this Agreement. 2. BILLING AND PAYMENT. LN will bill Customer through invoices issued to Customer in arrears on a monthly basis with one -twelfth (1/12) of the Fee, along with such other associated costs, as approved by Customer, except that LN has sole discretion to bill on a less frequent basis if it deems it appropriate to do so. Customer will pay LN within 30 days from the date of such invoice, unless some other time has been agreed to in the Statement of Work, according to the rates and terms of the Statement of Work. Customer agrees that it may be electronically invoiced for those fees. Payments must be received by LN within thirty (30) days of the invoice date. Any balance not timely paid will accrue interest at the rate of eighteen percent (18%) per annum or the highest rate allowed by applicable law, whichever is less. 3. ACCEPTANCE OF SERVICES. Customer's project manager or other agent shall review at regular intervals the time records and work product of analysts and/or technical personnel. Customer's approval of such time records (including, but not limited to, costs of any applicable overtime rates, travel, per diem and other costs stated thereon) and/or work product shall be deemed granted unless Customer provides notice to LN of some objection to the time records or work product of the analysts and/or technical personnel. Acceptance by Customer shall not be unreasonably withheld and any refusal to accept shall be noted on the time record for the relevant period, with a written explanation of the reasons that the work was not acceptable and failure to so note such refusal shall constitute acceptance. Nothing herein shall eliminate Customer's obligation to pay LN for any services provided by analysts/technical personnel which Customer has approved by some other means. 4. ANALYSTSJTECHNICAL PERSONNEL NOT EMPLOYEES OF CUSTOMER. LN and Customer agree that for purposes of FICA, FUTA and income tax withholding, as well as for purposes of any pension plan or health benefit plan Analyst for Hire Agt (Q3.15.v1) Page 1 of 4 Ll -3 - &sq WA maintained by Customer for its own employees; the analysts/technical personnel supplying services under this Agreement are not employees of Customer. 5. EMPLOYMENT OR CONTRACTING OF PERSONNEL. During the period covered by any Statement of Work and extensions thereof pursuant to this Agreement, or when Customer is provided with the name of any analysts/technical personnel but determines not to use the services of such personnel so that no Statement of Work is written covering that personnel, and for twelve months thereafter, Customer will not directly or indirectly, other than through LN, solicit for hire, contract with, or engage or receive the services of, any analysts/technical personnel located by LN for Customer. 6. DUTIES AND SUBSTITUTION OF ANALYSTS/TECHNICAL PERSONNEL. LN will locate analysts/technical personnel for Customer according to the qualifications, experience, and project requirements set forth by Customer and given to LN. The work to be performed by the analysts/technical personnel providing services under this Agreement shall be set out by Customer and stated in the Statement of Work. The analysts/technical personnel shall report the results of the work, to the extent required by Customer, to Customer's Project Manager or other designated official, but the primary control over such personnel shall be exercised by LN or, in the case of such personnel who is a valid independent contractor, by that personnel itself. Because Customer has the opportunity to interview all analysts/technical personnel located by LN prior to their commencement of any services for Customer, LN shall have no liability to Customer if such personnel are determined by Customer not to meet its requirements and Customer shall not be relieved of making payments to LN for the services provided by such personnel up to the time that they are terminated in accordance with this Agreement. 7. NOTICE OF TERMINATION OF SERVICES. Customer agrees to notify LN prior to its termination of any services of the analysts/technical personnel covered by this Agreement regardless of whether such termination comes before, is coincident with, or follows the duration date set forth in a written Statement of Work covering such services. If any analysts/technical personnel providing services under this Agreement has terminated the relationship with LN, and whether or not such termination is in violation of such personnel's agreement with LN, LN shall notify Customer of such termination within three days of receipt of notice from such personnel. 8. INTELLECTUAL PROPERTY RIGHTS. Customer agrees that all material, documentation, deliverables and other tangible expressions of information including but not limited to software programs and software documentation, designs, technical data, formulae, and processes, whether in final production or draft, which result from any work performed by any analysts/technical personnel providing services under this Agreement and all rights, title and interest, including any copyright, patent rights and all other intellectual property rights, shall belong exclusively to LN unless some other arrangements have been agreed to by both parties in writing. 9. CONFIDENTIALITY. Customer and LN acknowledge that they each may have access to confidential information of the disclosing party ("Disclosing Party'l relating to the Disclosing Party's business including, without limitation, technical, financial, strategies and related information, computer programs, algorithms, know-how, processes, ideas, inventions (whether patentable or not), schematics, Trade Secrets (as defined below) and other information (whether written or oral), and in the case of LN's information, product information, pricing information, product development plans, forecasts, the LN Services, and other business information ("Confidential Information'. Confidential Information shall not include information that: (i) is or becomes (through no improper action or inaction by the Receiving Party (as defined below) generally known to the public; (ii) was in the Receiving Party's possession or known by it prior to receipt from the Disclosing Party; (iii) was lawfully disclosed to Receiving Party by a third -party and received in good faith and without any duty of confidentiality by the Receiving Party or the third -party; or (iv) was independently developed without use of any Confidential Information of the Disclosing Party by employees of the Receiving Party who have had no access to such Confidential Information. "Trade Secret" shall be deemed to include any information which gives the Disclosing Party an advantage over competitors who do not have access to such information as well as all information that fits the definition of "trade secret" set forth under applicable law. Each receiving party ("Receiving Party's agrees not to divulge any Confidential Information or information derived therefrom to any third -party and shall protect the confidentiality of the Confidential Information with the same degree of care it uses to protect the confidentiality of its own confidential information and trade secrets, but in no event less than a reasonable degree of care. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information solely to the extent required by subpoena, court order or other governmental authority, provided that the Receiving Party shall give, if permitted by law, the Disclosing Party prompt written notice of such subpoena, court order or other governmental authority so as to allow the Disclosing Party to have an opportunity to obtain a protective order to prohibit or restrict such disclosure at its sole cost and expense. Confidential Information disclosed pursuant to subpoena, court order or other governmental authority shall otherwise remain subject to the terms applicable to Confidential Information. Each party's obligations with respect to Analyst for Hire Agt (Q3.15.v1) Confidential Page 2 of 4 Confidential Information shall continue for the term of this Agreement and for a period of five (5) years thereafter, provided however, that with respect to Trade Secrets, each party's obligations shall continue for so long as such Confidential Information continues to constitute a Trade Secret. Notwithstanding the foregoing, if Customer is bound by the Freedom of Information Act, 5 U.S.C. 552, or other federal, state, or municipal open records laws or regulations which may require disclosure of information, and disclosure thereunder is requested, Customer agrees that it shall notify LN in writing and provide LN an opportunity to object, if so permitted thereunder, prior to any disclosure. Customer shall not request of the analysts/technical personnel providing services under this Agreement any information regarding the rate(s) and other terms of remuneration agreed to between LN and such analysts/technical personnel, nor shall Customer induce such analysts/technical personnel to provide such information, nor shall Customer disclose or permit to be disclosed to such personnel, directly or through another party, any information regarding the rate(s) or other terms of remuneration agreed to between Customer and LN. As LN considers such information to be "Confidential", Customer agrees to notify LN immediately if such rate(s) or other terms are disclosed to it by any analysts/technical personnel or any other party, or if it learns that any analysts/technical personnel have received information about the rate(s) or other such terms agreed to between Customer and LN. 10. EXCISE, SALES, ETC. TAXES ON SERVICES. The charges for all services under this Agreement are exclusive of any state, local, or otherwise applicable sales, use, or similar taxes. If any such taxes are applicable, they shall be charged to Customer's account. 11. LIABILITY AND INDEMNIFICATION. LN shall not be liable for any damages whatsoever caused by any acts or omissions beyond its control or not due to its fault. In the event that LN performs or omits to perform any act which may support a claim for liability or for indemnification by Customer, Customer shall give prompt written notice to LN upon its initial receipt of information that could reasonably support such claim. LN shall have the right to defend, or cause Customer to defend, any claim for indemnification and Customer shall extend reasonable cooperation in connection with such defense, which shall be at LN's expense. LN or its designated representative shall also have the sole right to settle any such claim for indemnification if such settlement includes a complete release of Customer. Customer may at its expense participate in the defense of any such claim for indemnification if its position is not materially inconsistent with that of LN and if in its reasonable judgment such claim or the resolution thereof would have an ongoing material effect on Customer. In the event LN fails to defend the same within a reasonable length of time, Customer shall be entitled to assume the sole defense thereof, and LN shall be liable to repay Customer for all expenses reasonably incurred in connection with said defense (including reasonable attorneys' fees and settlement payments) if it is determined that such request for indemnification was proper. 12. TERMINATION OF THIS AGREEMENT. This Agreement will continue in effect until terminated by Customer or LN which termination shall occur only at the expiration of the term provided for in the Statement of Work or otherwise for a material breach of this Agreement. 13. ASSIGNMENT. Neither this Agreement nor any interest hereunder may be assigned or otherwise transferred by either party to third parties other than affiliates of either party without the prior written consent of the other party which shall not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of the heirs, successors, assigns, and delegates of the parties hereto. 14. NOTICES. Any requirement to "notify" , or for "notice" or "notification", in connection with the subject matter of this Agreement shall be in writing and shall be effective when delivered personally (including by Federal Express, Express Mail, or similar courier service) to the party for whom intended, or five (5) days following deposit of the same into the United States mail, certified mail, return receipt requested, first class postage prepaid, addressed to such party at the address set forth below its signature to this Agreement. Either party may designate a different address by notice to the other given in accordance herewith. 15. SEVERABILITY. If any term or provision of this Agreement shall be found to be illegal or otherwise unenforceable, the same shall not invalidate the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary by the adjudication to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth. 16. ECONOMIC SANCTIONS LAWS. Customer acknowledges that LN is subject to economic sanctions laws, including but not limited to those enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC'J, the European Union, and the United Kingdom. Accordingly, Customer shall comply with all economic Analyst for Hire Agt (Q3.15.v1) Confidential Page 3 of 4 sanctions laws of the United States, the European Union, and the United Kingdom. Customer shall not provide access to LN Services to any individuals identified on OFAC's list of Specially Designated Nationals ("SDN List', the UK's HM Treasury's Consolidated List of Sanctions Targets, or the EU's Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions. Customer shall not take any action which would place LN in a position of non-compliance with any such economic sanctions laws. 17. COMPLETE AGREEMENT AND AMENDMENT. This Agreement and any written Statement of Works executed hereunder contain the entire agreement between the parties hereto with respect to the matters covered herein. Customer acknowledges that it is entering into this Agreement solely on the basis of the agreements and representations contained herein. This Agreement shall not be modified in any way except in writing signed by both parties and stating expressly that it constitutes a modification of this Agreement. 18. LAW AND DISPUTES. This Agreement shall be governed by the laws of the State of Georgia its conflict of laws provisions notwithstanding. Any lawsuit pertaining to this agreement shall be brought in State or Federal courts in the State of Georgia. The prevailing party in any action brought to enforce the terms of this Agreement shall be entitled to recover its attorney's fees and costs. AUTHORIZATION AND ACCEPTANCE I HEREBY CERTIFY that I am authorized to execute this Agreement on behalf of Customer. CUSTOMER: City of San Rafael Signature: Print: hutz Title: City Manager Date: Analyst for Hire Agt (Q3.15.v1) Confidential Page 4 of 4 LexisNexis Risk Solutions Customer Name: Billgroup #: LN Account Manager: SCHEDULE A Analyst for Hire San Rafael Police Dept., CA ACCA 616930 Andrew Aldenderfer This Schedule A sets forth additional or amended terms and conditions for the use of the Analyst for Hire services ("LN Services"), as set forth in the services agreement between Customer and LN or LN's affiliate(s) for the LN Services ("Agreement"), to which this Schedule A is incorporated by reference. The LN Services herein shall be provided by LexisNexis Risk Solutions FL Inc. ("LN"). Customer acknowledges that the services provided under this Schedule A are non-FCRA services and are not "consumer reports" within the meaning of the FCRA and Customer agrees not to use such reports in any manner that would cause them to be characterized as "consumer reports". 1. SCHEDULE A TERM The term of this Schedule A will be 12 months beginning July 1, 2019 and ending June 30, 2020 (the "Term"). If an account is activated after the first day of a calendar month, charges will not be pro -rated. 2. ANALYST FOR HIRE FEES During the Term, Customer shall pay to LN a license fee of $138,215.00 ("Analyst for Hire License Fee"), which shall be invoiced in twelve (12) equal monthly installments of $11,517.92 per month, in exchange for the professional services of one (1) Analyst for Hire. 3. EXPIRATION Unless otherwise accepted by LN, the terms herein are valid if the Schedule A is signed by the Customer and received by LN on or before June 20, 2019. 4. CONFIDENTIAL INFORMATION This Schedule A contains the confidential pricing information of LN. Customer acknowledges that the disclosure of such pricing information could cause competitive harm to LN, and as such, Customer agrees to maintain this Schedule A in trust and confidence and take reasonable precautions against disclosure to any third party to the extent permitted by local and state law. AGREED TO AND ACCEPTED BY: San Rafael Police Dept., CA Signed: Name: Title - Date: Page 1 of 1 325176.1v2 Customized Schedule A Analyst for Hire