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AMENDMENT NO. 3 TO AGREEMENT FOR THIRD PARTY ALARM
ADMINISTRATION SERVICES BETWEEN THE CITY OF ARCADIA
AND AOT PUBLIC SAFETY CORPORATION
This Amendment No. 3 is hereby entered into by and between the City of Arcadia, a
charter city organized under the Constitution and laws of the State of California. and ACT Public
Safety Corporation. a Maryland corporation, with respect to that certain Professional Services
Agreement between the Parties dated August 25. 2008.
The Parties agree as follows:
1. Section 3.2.2 of the Professional Services Agreement is amended to extend the term
from July 1, 2013 to June 30, 2014.
2. All of the remaining terms and provisions of the Agreement are hereby reaffirmed.
In witness whereof the parties have executed this Amendment No. 3 on the date set
forth below.
CITY OF ARCADIA
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-
Domin�L:zzNreo�
City Manager
Dated: 20 1-5
ATTEST:
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City. Clerk D t
APPROVED AS TO FORM: -
-- �, 9 )I-p- �- - 13113
Stephen P. Deitsch Date
City Attorney
AOT Public Safety Corporation
j
By.
George R. Wilson. Jr.
Vice President
Dated: �1 / /3
Les Greelerg //
Chief ExecVtive QffiZer
Dated: - 7 113
CONCUR:
4ertT. hrie Date
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AMENDMENT NO. 7 TO AGREEMENT FOR THIRD PARTY ALARM
ADMINISTRATION SERVICES BETWEEN THE CITY OF ARCADIA
AND AOT PUBLIC SAFETY CORPORATION
This Amendment No. 1 is hereby entered into by and between the City of
Arcadia, a charter city organized under the Constitution and laws of the State of
California, and AOT Public Safety Corporation, a Maryland corporation, with respect to
that certain Professional Services Agreement between the Parties dated August 25,
2008.
The Parties agree as follows:
1. Section 3.2.2 of the Professional Services Agreement is amended to extend the
term to and including June 30, 2012.
2. All of the remaining terms and provisions of the Agreement are hereby
reaffirmed.
In witness whereof the parties have executed this Amendment No. 1 on the date set
forth below.
CITY OF ARCADIA
By: J a�
Don Penman, City Manager
Dated: � -/� -/d
ATTE
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x/17 /b
City Jerk Date
AOT Public Safety Corporation
By:
Les Gre berg
Generaf le Ma er
Dated: CD i
APPROVED AS TO FORM: f CONCUR:
Stephen P. Deitsch Date Robert P. Sanderson Date
City Attorney Chief of Police
/I v - W
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT FOR
THIRD PARTY ALARM ADMINISTRATION SERVICES
1. PARTIES AND DATE.
th
This Agreement is made and entered into this 25 day of , 2008 by and between the
City of Arcadia, a charter city organized under the Constitutio and laws of the State of
California with its principal place of business at 240 West Huntington Drive, Arcadia, California
91066 -6021 ( "City ") and AOT Public Safety Corporation, a Maryland Corporation, with its
principal place of business at 3261 Old Washington Road, Suite 2011, Waldorf, Maryland 20602
( "Consultant "). City and Consultant are sometimes individually referred to as "Party" and
collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing Third Party Alarm
Administration Services to public clients, is licensed as required in the State of California, and is
familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the Third Party Alann
Administration Project ( "Project ") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional Third Party Alarm Administration
consulting services necessary for the Project ( "Services "). The Services are more particularly
described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall
be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto
and incorporated herein by reference, and all applicable local, state and federal laws, rules and
regulations.
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3.1.2 Tenn. The term of this Agreement shall be for a period of two (2) years
from the date of execution, unless earlier terminated as provided herein. Consultant shall
complete the Services within the term of this Agreement, and shall meet any other established
schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will determine
the means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all times be under
Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other
amounts due such personnel in connection with their performance of Services under this
Agreement and as required by law. Consultant shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the tern of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform the
Services in conformance with such conditions. In order to facilitate Consultant's conformance
with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon
request of City, Consultant shall provide a more detailed schedule of anticipated performance to
meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Persormel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other personnel of
at least equal competence upon prior written approval of City. In the event that City and
Consultant cannot agree as to the substitution of key personnel, City shall be entitled to tenninate
this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the
Services in a manner acceptable to the City, or who are determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property, shall he promptly removed from the Project by the
Consultant at the request of the City. The key personnel for performance of this Agreement are
as follows: Les Greenberg, General Sales Manager.
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3.2.5 City's Representative. The City hereby designates Robert P. Sanderson,
Chief of Police, or his or her designee, to act as its representative for the performance of this
Agreement ( "City's Representative "), City's Representative shall have the power to act on
behalf of the City for all purposes under this Contract. Consultant, shall not accept direction or
orders from any person other than the City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Lcs
Greenberg, General Sales Manager, or his or her designee, to act as its representative for the
performance of this Agreement ( "Consultant's Representative "). Consultant's Representative
shall have full authority to represent and act on behalf of the Consultant for all purposes under
this Agreement. The Consultant's Representative shall supervise and direct the Services, using
his best skill and attention, and shall be responsible for all means, methods, techniques,
sequences and procedures and for the satisfactory coordination of all portions of the Services
under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and other
staff at all reasonable times.
3.2.8 Standard of Care• Performance of Employees. Consultant shall perfomm
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant represents and maintains that it is skilled in the professional
calling necessary to perform the Services. Finally, Consultant represents that it, its employees
and subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City Business License, and that
such licenses and approvals shall be maintained throughout the term of this Agreement. As
provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its
own cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with the
standard of care provided for herein. Any employee of the Consultant or its sub - consultants who
is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely
completion of the Project, a threat to the safety of persons or property, or any employee who fails
or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed
from the Project by the Consultant and shall not be re- employed to perform any of the Services
or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and
in compliance with all local, state and federal laws, rules and regulations in any manner affecting
the performance of the Project or the Services, including all Cal /OSHA requirements, and shall
give all notices required by law. Consultant shall be liable for all violations of such laws and
regulations in connection with Services. If the Consultant performs any work knowing it to be
contrary to such laws, rules and regulations and without giving written notice to the City,
Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend,
indemnify and hold City, its officials, directors, officers, employees and agents free and
harmless, pursuant to the indemnification provisions of this Agreement, from any claim or
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liability arising out of any failure or alleged failure to comply with such laws, rules or
regulations.
3.2.10 Insurance.
3.110.1 Time for Compliance. Consultant shall not commence
Work under this Agreement until it has provided evidence satisfactory to the City that it has
secured all insurance required under this section. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory
to the City that the subcontractor has secured all insurance required under this section; provided,
however, that in lieu thereof, the Consultant may provide evidence to the City that all
subcontractors are additional insureds under the Consultant's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to properly which may arise from or in connection with the performance of
the Agreement by the Consultant, its agents, representatives, employees, subcontractors and
volunteers. Consultant shall also name and obtain insurer's consent to naming City, its directors,
officials, officers, employees, agents and volunteers as an additional insured with proof of
certificate of insurance that they are an additional insured. Such insurance shall meet at least the
following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be when
commercially available (occurrence based) at least as broad as the latest version of the following:
(1) General Liability: Insurance Services Office Commercial General Liability coverage for
premises and operations, contractual liability, personal injury, bodily injury, independent
contractors, broadform property damage, explosion, collapse, and underground, products and
completed operations; (2) Automobile Liability: Insurance Services Office Business Auto
coverage for any auto owned, leased, hired, and borrowed by Consultant or for which
Consultant is responsible; and (3) Workers' Compensation and Employer's Liability: Workers'
Compensation insurance as required by the State of California and Employer's Liability
Insurance.
The City, its directors, officials, officers, employees, agents and volunteers shall be listed
as additional insured. Any deductibles or self - insured retentions must be declared to and
approved by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability. $1,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage, with an aggregate limit of $1,000,000. If
Commercial General Liability Insurance or other form with general aggregate limit is used,
either the general aggregate limit shall apply separately to this Agreement/location or the general
aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000
combined single limit per accident for bodily injury and property damage; and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor
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Code of the State of California. . Employer's Liability limits of $1,000,000 per accident for
bodily injury or disease.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of three (3) years
following completion of the Project, errors and omissions liability insurance appropriate to their
profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall
be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees and volunteers
shall be covered as additional insured with respect to liability arising out of Services operations
and for completed operations performed by or on behalf of the Consultant, including materials,
parts or equipment furnished in connection with such work; and (2) the insurance coverage shall
be primary insurance as respects the City, its directors, officials, officers, employees and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's
scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its
directors, officials, officers, employees and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(B) Automobile Liability. The automobile liability policy shall
be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall he covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be
primary insurance as respects the City, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's
scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its
directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(C.) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or canceled except
after thirty (30) days prior written notice by certified mail, return receipt requested of
cancellation, of intended non - renewal or endorsement reduction in limit or scope of coverage;
provided, however, that in the event of cancellation due solely to non- payment of premium, ten
(10) days notice of cancellation for non - payment of premium may instead be given to the City.;
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and (B) any failure to comply with reporting or other provisions of the policies, including
breaches of warranties, shall not affect coverage provided to the City, its directors, officials,
officers, employees, agents and volunteers.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions. In
addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self - insured retentions must be declared to and approved by the City. Consultant
shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate
such deductibles or self - insured retentions as respects the City, its directors, officials, officers,
employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and defense
expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to he placed with
insurers with a current A.M. Best's rating no less than A:VIII, admitted or approved to do
business in California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and endorsements effecting
coverage required by this Agreement on forms satisfactory to the City. The certificates and
endorsements for each insurance policy slialI be signed by a person authorized by that insurer to
bind coverage on its behalf, and shall be on forms provided by the City if requested. Copies of
all certificates and endorsements must be received and approved by the City before work
commences. The City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
3.2.10.9 Safety. Consultant shall execute and maintain its work so
as to avoid injury or damage to any person or property, In carrying out its Services, the
Consultant shall at all times be in compliance with all applicable local, state and federal laws,
rules and regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life saving equipment and procedures; (B) instructions in accident
prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall
protection ladders, bridges, gang planks, confined space procedures, trenching and shoring,
equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully
required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a
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material element of this Agreement and failure to maintain or renew coverage or to provide
evidence of renewal may be treated by the City as a material breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services rendered
under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein
by reference. The total compensation shall not exceed One Hundred and Twenty Thousand
Dollars ($120,000.00) per year without written approval of the City Manager. Extra Work may
be authorized, as described below, and if authorized, will be compensated at the rates and
manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided since the
initial commencement date, or since the start of the subsequent billing periods, as appropriate,
through the date of the statement. City shall, within forty -five (45) days of receiving such
statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but which
the parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without prior written
authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All such
records shall be clearly identifiable. Consultant shall allow a representative of City during
nonnal business hours to examine, audit, and make transcripts or copies of such records and any
other documents created pursuant to this Agreement. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
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giving written notice to Consultant of such termination, and specifying the effective date thereof,
at least seven (7) days before the effective date of such termination. Upon termination,
Consultant shall be compensated only for those services which have been adequately rendered to
City, and Consultant shall be entitled to no further compensation.
If the Agreement is tenminated by the City without cause before the end of the second year of
collections, the Consultant shall be compensated for compensation owed the Consultant for
alarm- related amounts billed but not yet collected.
Consultant may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided
herein, City may require Consultant to provide all finished or unfinished Documents and Data
and other information of any kind prepared by Consultant in connection with the performance of
Services under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, City may procure, upon such terms and in such manner as it
may detennine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Consultant:
City:
ACT Public Safety Corporation
3261 Old Washington Road, Ste. 2011
Waldorf, Maryland 20602
Attention: Les Greenberg
Arcadia Police Department
250 West Huntington Drive
Arcadia, CA 91007
Attn: Robert Sanderson, Chief of Police
Such notice shall be deemed made when personally delivered or when mailed, forty -eight
(48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at
its applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
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3.5.3.1 Documents & Data: Licensing of Intellectual Property. Except for
and excluding the Consultant's patented Crywolf® Alamr Administration software and
documentation, this Agreement creates a non - exclusive and perpetual license for City to copy,
use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared
or caused to be prepared by Consultant under this Agreement ( "Documents & Data ").
Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive
and perpetual license for any Documents & Data the subcontractor prepares under this
Agreement. Consultant represents and warrants that Consultant has the legal right to license any
and all Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were prepared by design professionals other than Consultant or
provided to Consultant by the City. City shall not be limited in any way in its use of the
Documents and Data at any time, provided that any such use not within the purposes intended by
this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be disclosed to
any person or entity not connected with the performance of the Services or the Project. Nothing
furnished to Consultant which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free
and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful death, in any
manner arising out of or incident to any alleged acts, omissions or willful misconduct of
Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or
in connection with the performance of the Services, the Project or this Agreement, including
without limitation the payment of all consequential damages and attorney's fees and other related
costs and expenses.
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Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code
Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code
Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or
willful misconduct of the Consultant. Consultant shall defend with Legal Counsel agreed to by
the City and Consultant, at Consultant's own cost, expense and risk, any and all such aforesaid
suits, actions or other legal proceedings of every kind related to this Indemnification that may be
brought or instituted against City, its directors, officials, officers, employees, agents or
volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, employees, agents or volunteers, in any such suit,
action or other legal proceeding arising from Consultant's performance of the Services, the
Project or this Agreement; except to the extent that liability is caused by any negligence or
willful misconduct by the City or its directors, officials, officers, employees, agents or
volunteers. Consultant shall reimburse City and its directors, officials, officers, employees,
agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in
connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to
indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors,
officials, officers, employees, agents or volunteers and shall take effect immediately upon
execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth above,
shall include the duty to defend as established by Section 2778 of the California Civil Code, and
the duty to defend shall arise upon the making of any claim or demand against the City, its
respective officials, officers, agents, employees and representatives, notwithstanding that no
adjudication of the underlying facts has occurred, and whether or not Consultant has been named
in the claim or lawsuit.
3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the
Parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by
both Parties.
3.5.7 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.9 City's Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City, which consent shall not be unreasonably withheld. Any
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attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall
acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.5.12 Construction: References; Captions. Since the Parties or their agents have
participated frilly in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time, days or period for performance shall be deemed calendar days and not
work days. All references to Consultant include all personnel, employees, agents, and
subcontractors of Consultant, except as otherwise specified in this Agreement. All references to
City include its elected officials, officers, employees, agents, and volunteers except as otherwise
specified in this Agreement. The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
content, or intent of this Agreement.
3.5.13 Amendment: Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.15 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.16 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.17 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or
violation of this warranty, City shall have the right to rescind this Agreement without liability.
For the term of this Agreement, no member, officer or employee of City, during the term of his
or her service with City, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
3.5.18 Equal Onnortunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex, sexual orientation or age. Such non - discrimination shall include, but not be limited to, all
activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination. Consultant shall also comply with all relevant provisions of
Revised OVOX LM
0 •
City's Minority Business Enterprise program, Affirmative Action Plan or other related programs
or guidelines currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self -
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.20 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.5.21 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
CITY OF ARCADIA
By:
Donald Penman
City Manager
Dated: 4/ ZS /US 2008
ATTEST•
r
City C1 ;k
APPROVED AS TO FORM:
Stephen P. Deitsch
City Attorney
Revised ONO9 LM
AOT PUBLIC SAFETY CORPORATION
By: _
Les Greenb g
General Sit Marta er
CONCUR:
Robert Sad son, Chief of Police
EXHIBIT "A"
SCOPE OF SERVICES
Consultant (PSC) shall be responsible for the daily operation of the Program This will include
but may not be limited to:
1. Initially importing electronically into PSC's alarm processing system (CryWolfo)
database historical alarm system permit data obtained from Arcadia;
2. Registering and updating alarm permits in accordance with the Arcadia Alarm Ordinance
( "Ordinance" - Included as Exhibit "D "). Permit registrations maybe processed by mail
(California bank mailing address agreed to by the City and PSC) and/or online;
3. Importing daily into the PSC alarm billing system, false alarm incident data (in formats
prescribed by PSC) extracted by City staff from Arcadia's CAD /911 System.
4. Initializing, maintaining, securing and backing up Program databases including alarm
registration and incident data, alarm- related financial transactions and accounts
receivable information. PSC will comply with the provisions of the City Alarm
Ordinance, and update Program business rules to comply with any Ordinance changes;
5. Processing false alarm incident data, including the matching of false alarm incidents with
the alarm permit database maintained by PSC;
6. Billing and corresponding with alarm users in accordance with the Alarm Ordinance
provisions. This will include but may not be limited to notifications of false alarms,
invoices, and delinquent payment notices;
7. Inserting a Arcadia specific attachment on false alarm reduction and Ordinance
requirements in the first false alarm notice / warning letter sent to alarm users;
8. Answering telephone inquiries from City alarm users that are placed to a false alarm
program toll -free customer service number;
9. Processing fee / penalty payments mailed to and deposited in a California -based bank and
received from other payment channels, e.g. online, as agreed on by PSC and Arcadia, and
applying these payments to alarm accounts;
10. Supporting alarm hearings and appeals by notifying the City of any such appeals,
providing a City Alarm Program representative with documentation supporting
noticing/billing decisions; and updating the system with the disposition of any hearing
results;
11. Provide and maintaining computer equipment, software, mailing equipment and furniture
at the Program processing facilities;
l2. Provide Arcadia secure, online, on- demand access to alarm management information and
reports including, but not limited to, alarm account transaction history, registration /permit
and suspension information, and financial transactions/balances with format and content
specified by the CryWolto� Alann Management System and the designated Bank, and
agreed on between Arcadia and PSC; and
A -1
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13. Perform special collection functions as approved by Arcadia such as retaining third party
collection agency and /or providing delinquent account information to other City
agencies.
Consultant (PSC) shall be responsible for all costs of carrying out these responsibilities
including, but not limited to, the costs of staff, facilities, equipment and consumable supplies.
Only third -party bank and credit card fees, collection costs, e.g. collection agency fee, any
special mailing costs in excess of standard U.S. Post Office First Class postage, and citizen
refunds will be shared by PSC and Arcadia through payment from gross Program revenues.
The City shall be responsible for:
Appointing an Arcadia Alarm Administrator ( "Administrator ") who will be the primary
point of contact between PSC and Arcadia. The Administrator is responsible for
overseeing PSC's operation of the False Alarm Management Services Program
( "Program ") and accessing Program information, as needed, via PSC provided online
access;
2. Making any and all decisions about alarm call response, determining whether calls are
false alarms, providing any on -scene communication of alarm related information to alarm
users, and for documenting alarm related information within the Arcadia CAD /911
system;
3. Extracting false alarm incident data from the CAD /911 System and transferring this data
electronically to PSC (via email or PSC FTP site). Arcadia staff is responsible for
entering, or causing to be entered, into the CAD /911 System any false alarm related
information that Arcadia may choose to display to CAD /911 System operators through the
CAD /911 System;
4. Scheduling, conducting and making appeal decisions for any false alarm hearings;
5. Conducting any general public education programs on false alarms; and
6. Transferring any and all financial information from the Program generated alarm reports
to other Arcadia financial systems, as needed.
The City shall be responsible for all costs of carrying out these responsibilities, including, but not
limited to the costs of staff, facilities, computer equipment and consumable supplies.
1:61
11
Exhibit "B"
SCHEDULE OF SERVICES
r
The Schedule of Services shall he performed for a period of two (2) years from the date of
execution pursuant to Section 3.2.2 of this Agreement.
IM
• r
Exhibit "C"
COMPENSATION
For performing and completing all services pursuant to the Scope of Services (Exhibit "A "),
Consultant will obtain payment exclusively from the collected revenues. There will be no upfront
systems development, licensing, conversion, equipment, travel or other costs. Consultant will
purchase, configure, install, and customize everything needed to provide Alarm Administration
Services.
The Consultant shall be compensated for its services by receiving twenty -three ( 23% ) percent of all
Alarm Ordinance required collections after payment of any citizen refunds, designated -bank and
credit card processing charges, and any special mailing costs in excess of standard U.S. Post Office
First Class postage rates. This percentage also excludes any applicable California sales/use /income
taxes. Collections include at a minimum amounts received for permit registrations, renewals, and
non - registrations; false burglary and robbery /panic system activations; late fees and other charges
established by Resolution No. 6628, attached and incorporated herein as part of Exhibit "C ".
This percentage is based on several assumptions:
• That Resolution No. 6628 relating to false security alarm fees remain in substantially the
same form;
• Arcadia adopts a fair, but fine approach to appeals resulting in alarm fines generally being
upheld on appeal;
• Arcadia actively supports enforcement of Ordinance No. 2243, attached and incorporated
herein as part of Exhibit "C ", including support of the proactive collection of all fine
amounts owed.
C -1
ORDINANCE NO. 2243
0
AN ORDINANCE OF THE CITY COUNCIL OF THE
CITY OF ARCADIA, CALIFORNIA, AMENDING
VARIOUS SECTIONS OF ARTICLE III, CHAPTER 9
OF THE ARCADIA MUNICIPAL CODE
CONCERNING FALSE SECURITY ALARMS
THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA,
DOES ORDAIN AS FOLLOWS:
SECTION 1. Sections 3901 subsection E, 3906, 3906.1 andJ3907 of
Chapter 9 of Article III of the Arcadia Municipal Code are hereby amended in their
entirety to read as follows:
"3901 (E). "Security alarm user" is any person using a security alarm
system at his /her residence or place of business. This includes any person inside
the residence or business with permission.
3906, APPROVAL OF SECURITY
SYSTEMS /COMPLIANCE WITH STANDARDS.
No person shall install any security alarm system without the priori, approval
of the City's Business License Officer of his/her designee after review by the
police and other city departments as deemed necessary by the Busines's License
Officer to assure compliance with the security alarm system standards as
established by the City and without first making payment to the City of the
i
i
01
established annual (365 days) alarm permit fee, as set by resolution of the City
Council from time to time.
3906.1. COMPLIANCE WITH REGULATIONS.
Whenever it is determined that a security alarm user has failed to meet any
of the standards of this Chapter or related resolutions or regulations adopted by the
City, the City's Business License Officer is authorized to direct in writing that the
user of that security alarm system disconnect the system until it is made to 'comply
with said requirements. Failure to comply with this direction shall constitute a
misdemeanor. Any alarm company that continues to report the activation of an
ordered disconnected or unpermitted alarm to the Police Department shall be in
violation as well, and any such violation shall constitute a misdemeanor. It shall
be a violation of this Code for any alarm company to report activation from an
unpermitted alarm in the city, and any such violation shall constitute a
misdemeanor.
3907. FALSE SECURITY ALARM COST AS
PERIOD. Any person or business having a security alarm system which results in
an Arcadia Police Department response in which the security alarm provei to be a
false security alarm, shall pay a cost assessment fee to the City of Arcadia as
i
i
established from time to time by resolution of the City Council. There will be no
penalty assessment for any false security alarms that occur within thirty (3 0)
2 2243
calendar days of the initial completed installation of a new security alarm system.
A false security alarm cost assessment shall be paid to the City after three (3) false
security alarms have been received from any one (1) source from any one (1)
security alarm system, in accordance with the following schedule:
A. The first (1st) and second (2 "d) false security alarms in any consecutive
three hundred sixty-five (365) day period will incur no cost assessment.
B. For the third (3rd) false security alarm in any consecutive three
hundred sixty-five (365) day period, there will be a cost assessment as set forth by
resolution of the City Council.
C. For the fourth (4`h) false security alarms in any consecutive
hundred sixty-five (365) day period, there will be a higher cost assessment 'i than the
third false alarm assessment, as set forth by resolution of the City Council.
D. For the fifth (5`h) and all subsequent false security alarms in
consecutive three hundred sixty-five (365) day period, there will be a higher cost
assessment than the fourth false alarm assessment, as set forth by resolution of the
City Council. i
E. Notwithstanding any provisions herein to the contrary, for each false
security alarm which specifically signals a robbery or panic alarm regardless of
i
any other crime, there shall be a cost assessment as set forth by resolution of the
City Council, commencing with the second (2 "d) false security alarm in any
i
3 2243
0
0
consecutive three hundred sixty -five (365) day period. After one (1) "robbery" or
"panic" false security alarm, the City shall issue a warning notice to the security
alarm user. As set forth in Penal Code Section 211, "robbery" means the felonious
taking of personal property in the possession of another, from his person or
immediate presence, and against his will, by means of force or fear
The purpose of Section 3907 is, in part, to assure that assessment shal i l apply
to any person or business whose security alarm system results in at least thr I ee (3)
1
false security alarms or two (2) robbery or panic alarms within any consecutive
three hundred sixty-five (365) day period. Any false security alarm within any
three hundred sixty-five (365) day period shall be counted as part of the cal.cul
of cost assessments set forth by Resolution of the City Council. Accordingly, a
person cannot be cleared of any false security alarms in this determination,junless
that person's security alarm system does not register any false security alarms for
at least three hundred sixty -five days (365) consecutive days."
SECTION 2. The City Clerk shall certify the adoption j of this
Ordinance and shall cause a copy of the same to be published in the official
i
newspaper of the City of Arcadia within fifteen (15) days after its adoption.
Ordinance shall take effect on the thirty -first (315`) day following its adoption.
[SIGNATURES ON NEXT PAGE]
This
4 2243
Passed, approved and adopted this 15th day of July , 2008.
ATTEST:
City Clerk
APPROVED AS TO FORM:
Step neh P. Deitsch
City Attorney
Mayor of the City of Arcadia
5 2243
•
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES) SS:
CITY OF ARCADIA )
i
1, JAMES H. BARROWS, City Clerk of the City of Arcadia, hereby certifies
that the foregoing Ordinance No. 2243 was passed and adopted by the City Council of
the City of Arcadia, signed by the Mayor and attested to by the City Clerk at 'a regular
meeting of said Council held on the l 5th day of July, 2008 and that said Ordinance
was adopted by the following vote, to wit:
AYES: Council Member Amundson, Chandler, Kovacic, Wuo and Harbicht
NOES: None
ABSENT: None
m
ity Clerk of the City of
2243
0
RESOLUTION NO. 6628
0
A RESOLUTION OF THE CITY COUNCIL OF THE CITY i
OF ARCADIA, CALIFORNIA, AMENDING RESOLUTION
NO. 6484 RELATING TO FALSE SECURITY ALARM
FEES FOR THE ARCADIA POLICE DEPARTMENT
WHEREAS, the Police Department charges certain fees for
and related activities based on reasonable costs incurred; and
WHEREAS, based on the cost allocation study performed by
Department, the fees set forth in this Resolution are necessary for the
forth in this Resolution and said fees do not exceed the estimated
providing the service; the fees set forth in this Resolution bear a
iriistrative
he Police
tposes set
I
costs for
easonable
relationship to the cost of the respective service or program involved; the
a fair and reasonable relationship to the benefit the payer obtains from
fees or the burden caused; and the fees are not being imposed for
purposes, but instead for partially recovering the cost of providing said
NOW, THEREFORE, THE CITY COUNCIL OF THE
ARCADIA, CALIFORNIA, DOES HEREBY FIND,
RESOLVE AS FOLLOWS:
SECTION 1. Pursuant to Arcadia Municipal Code Section
cost assessments for false security alarm responses are amended as fol
(A) For the first and second false security alarm in any
hundred sixty -five (365) day period — No cost assessment.
1
ees bear
ying the
revenue
ices.
TY OF
, AND
)07, the
ve three
0
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(8) For the third false security alarm in any consecutive three
sixty -five (365) day period — One Hundred Dollars ($100.00).
(C) For the fourth false security alarm in any consecutive three
sixty -five (365) day period — Two Hundred Dollars ($
(D) For the fifth and subsequent false security alarm in any consecutive
three hundred sixty-five (365) day period — Three Hundredl Dollars
($300.00).
(E) For each false security alarm which specifically signals a robbery or
panic false alarm, there shall be a cost assessment of Two
Dollars ($200.00), commencing with the second false robbery or
panic alarm in any three hundred sixty -five (365) day period.
SECTION 2. Pursuant to Section 3906 of the Arcadia Municipal Code,
the annual (365 days) alann permit fee shall be $40.00.
SECTION 3. Pursuant to Section 3908.1 of the Arcadia Municipal
Code the reactivation fee for a security alarm system shall be $150.00.
SECTION 4. All fees set forth in this Resolution shall be become
effective August 15, 2008.
SECTION 5. The City Clerk shall certify to the adoption of this
Resolution.
6628
0
Passed, approved and adopted this
ATTEST:
City Clerk
APPROVED AS TO FORM:
Stephen P. Deitsch
City Attorney
3
0
15th day of July
Mayor of the City of
il:
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES } SS:
CITY OF ARCADIA )
1, JAMES H. BARROWS, City Clerk of the City of Arcadia, herebyj certifies
that the foregoing Resolution No. 6628 was passed and adopted by the City Council of
the City of Arcadia, signed by the Mayor and attested to by the City Clerk at a regular
meeting of said Council held on the 15th day of July, 2008 and that said
was adopted by the following vote, to wit:
AYES: Council Member Chandler, Harbicht and Kovacic
NOES: Council Member Amundson and Wuo
ABSENT: None
0
Clerk of the City of
Solution
AMENDMENT NO. 2 TO AGREEMENT FOR THIRD PARTY ALARM
ADMINISTRATION SERVICES BETWEEN THE CITY OF ARCADIA
AND AOT PUBLIC SAFETY CORPORATION
This Amendment No. 2 is hereby entered into by and between the City of Arcadia, a
charter city organized under the Constitution and laws of the State of California, and AOT Public
Safety Corporation, a Maryland corporation, with respect to that certain Professional Services
Agreement between the Parties dated August 25, 2008.
The Parties agree as follows:
1. Section 3.2.2 of the Professional Services Agreement is amended to extend the term
from July 1, 2012 to June 30, 2013.
2. All of the remaining terms and provisions of the Agreement are hereby reaffirmed.
In witness whereof the parties have executed this Amendment No. 2 on the date set
forth below.
CITY OF ARCADIA
By - r�-
Dominic Lazzaretto
City Manager
Dated: 26, 2-0I3
L7 —r
ATTEST:
'. Avy VW1 I A4
City erk 11 ; Date
APPROVED AS TO FORM:
�.
-2-1)-;1(3
Stephen P. Deitsch Date
City Attorney
AOT Public Safety Corporation
r
By:
George R. Wilson, Jr.
Vice President
Dated: —Z
By:
Les G
Chief
Dated: 2 0111
CONCUR:
�12.,13
R ert T. G )thrie Date
hief of ce