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2013-06 AGREEMENT This Agreement is entered into between the city of Clermont with offices at 685 W. Montrose Street, Clermont, FL 34711, hereinafter referred to as the "City," and the International Association of Chiefs of Police, Incorporated, with offices at 515 North Washington Street, Alexandria, Virginia 22314, hereinafter referred to as the "Association." WITNESSETH The City and the Association, for and in consideration of the mutual covenants hereinafter set forth and the compensation to be paid to the Association as hereinafter specified, agree to have the Association assess the organizational culture of the Clermont Police Department. 1. Scope of the Assessment. The Association will examine the classes of conditions and practices set forth in IACP's proposal, September 2012, which is expressly incorporated herein and attached hereto as Exhibit"A". 2. Time of Performance. The Association will begin work on the assessment immediately upon mutual agreement of contract terms and will complete work in four months, calculated from the date of IACP's first official on-site visit. This schedule is contingent upon timely turnaround (review) of the pre-publication draft(Task 6 of the Work Plan). 3. Time and Manner of Payment. The City will pay to the Association the sum of Thirty Thousand Dollars ($30,000) plus reimbursement for direct expenses. a. Upon commencement of work, the sum of Fifteen Thousand Dollars ($15,000) shall be due and payable to the Association. b. Upon completion of work a second payment of Fifteen Thousand Dollar ($15,000) shall be due and payable to the Association. c. A third payment for reimbursement of direct expenses shall be due and payable to the Association 30 days after submission of an invoice by the Association. Direct expenses will be the total of those incurred for travel, lodging, meals, incidentals, report and document production, and printing and supplies. 4. Association as an Independent Contractor. In all matters pertaining to this Agreement, the Association shall be acting as an independent contractor, and neither the Association nor any officer, employee or agent of the Association will 1 be deemed an employee of the City. The selection and designation of the personnel of the Association in the performance of this Agreement shall be made by the Association. 5. Ownership of Materials. All assessment and evaluation materials will remain the property of the Association. Provided, however, the Association fully authorizes and licenses the City to utilize the final deliverables set forth in Exhibit "A" in any manner the City deems appropriate and consistent with this Agreement. 6. Non-Discrimination. The Association shall not, in the performance of this Agreement, discriminate against any person because of that person's race, color, sex, national origin, religion, age, creed, disability, or sexual preference. 7. Access to Information and Facilities. The City will provide the Association with all information, access to files and records, and use of all institutional facilities that may be reasonably necessary to the Association in the performance of this Agreement. 8. Disclosure. The Association will not disclose, distribute, or release to any person, organization, except authorized City officials, or upon order of a court of law, or pursuant to state or local statute or regulation, or case law, any report, recommendations and other materials resulting from the performance of this Agreement. 9. Integration. This instrument embodies the whole Agreement of the parties. There are no promises, terms, conditions, or obligations other than those contained herein. This Agreement shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties hereto. 10. Indemnification. To the extent provided by law and without waiving its sovereign immunity, the City agrees to indemnify and hold the Association, its officers, employees and agents harmless against any and all liability, damages, loss, cost and reasonable expenses incurred by the Association as a result of claims by third parties against the Association arising out of actions taken by the City as a result of the assessment except to the extent that such liability, damages, loss, cost, or expenses arise from the acts or omissions of the Association, its officers, employees, or agents. 11. Severability. It is understood and agreed to by the parties hereto that if any part, term, or provision of this Agreement is held by the courts to be illegal, the validity of the remaining portions or provisions shall not be affected and the 2 rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term, or provisions to be held illegal. 12. Modification. There may be no modification of this Agreement except in writing, signed by both parties and executed with the same formalities as this instrument. 13. Time of Acceptance. The terms of this Agreement are subject to acceptance by the City within twenty-one (21) days of the date of execution by the Association. Failure of the City to execute this Agreement within said twenty-one days period will void this Agreement, unless said twenty-one day period is extended by mutual consent of the City and the Association and made a part of this Agreement. 14. Signatures. The signers of this Agreement certify that they do in fact have the authority to execute this Agreement and bind their respective parties to the terms of this Agreement. 15. Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state of Florida. 3 IN WITNESS WHEREOF, the City has caused this Agreement t• •- executed in triplicate originals by the proper officers on this a day o „/!fir_LW, 2013:` 1 :+�irrj CITY OF CLERMONT,FLORIDA r•4ya��� l4' y�/ , },` , By: /_����///„� ; r f-arold . Turville, Jr., Mayor - , ATTEST: �' Tracy A oyd, City •erk IN WITNESS WHEREOF, the Association has caused this Agreement to be executed on this day of ,___ , 2013. INTERNATIONAL ASSOCIATION OF CHIEFS OF POLICE, INC. By: c�J, (WA/t-c James W. McMahon Deputy Executive Director/Chief of Staff ATTEST: By: A,.$)_�QW-- 4