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HomeMy WebLinkAboutC-2785� goo So CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT FOR HOSTED SAAS SERVICES MASS NOTIFICATION SYSTEM PARTIES AND DATE. This Agreement is made and entered into this day of Ma(Zk— 2013 by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066 -6021 ( "City ") and Blackboard Connect Inc., a North Carolina corporation with its principal place of business at 15301 Ventura Blvd. Suite 8300, Sherman Oaks, CA 91403 ( "Consultant" or "Vendor "). 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 Mass Notification services to public clients, is licensed 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 Mass Notification System 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 Mass Notification System 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. 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 term 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 City's Representative. The City hereby designates Tony Trabbie, Fire Chief, or his 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. 3.2.4 Consultant's Representative. Consultant hereby designates Stephanie B. Kuhnel, Vice President, 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. 3.2.5 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. 3.2.6 Standard of Care: Performance of Employees. Consultant shall perform 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. 3.2.7 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. 3.2.7.1 Immigration Reform and Control Act. Consultant acknowledges that Consultant, and all subcontractors hired by Consultant to perform services under this Agreement, are aware of and understand the Immigration Reform and Control Act ( "IRCA "). Consultant is and shall remain in compliance with the IRCA and shall ensure that any subcontractors hired by Consultant to perform services under this Agreement are in compliance with the IRCA. In addition, Consultant agrees to indemnify, defend and hold harmless the City, its agents, officers and employees, from any liability, damages or causes of action arising out of or relating to any claims that Consultant's employees, or the employees of any subcontractor hired by Consultant, are not authorized to work in the United States for Consultant or its subcontractor and /or any other claims based upon alleged IRCA violations committed by Consultant or Consultant's subcontractor(s). 3.2.8 Insurance. 3.2.8.1 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. 3.2.8.2 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 property 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 list and obtain insurer's consent to list 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. 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 Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.8.3 Professional Liability. (Intentionally Omitted] 3.2.8.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VII, admitted or approved to do business in California, and satisfactory to the City. 3.2.8.5 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 shall 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. 3.2.8.6 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 4 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. 3.2.8.7 Material Breach. Lack of insurance does not negate Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a 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 Twenty Six Thousand Four Hundred Dollars and Zero Cents ($26,400) 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. Each applicable Services fee will be invoiced on execution of the Agreement and is due within 30 days of invoicing; thereafter, the Services fee will be due at the beginning of each annual period and is due within thirty (30) days after the date of an invoice from Vendor. Late payments may be assessed at the lesser of 1.5% per month or the maximum allowable rate under applicable law. The fees hereunder do not include any sales, use, or other taxes, government fees or levies on the provision of the Services. The City will be responsible for payment of all applicable taxes, fees or levies, unless the City is exempt therefrom and provides Vendor with a copy of the City's tax exemption certificate or number. All payments to Vendor shall be made without any deduction or withholding, unless required by applicable law. 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. 5 3.4 General Provisions. 3.4.1 Term and Termination. This Agreement will commence on the date of execution (the "Service Start Date ") and will continue for one (1) year thereafter (the "Initial Term "). Thereafter, the Agreement may be renewed upon the expiration of the Initial Term for up to three (3) successive one (1) year periods upon the parties' mutual written agreement (each a "Renewal Term ", and collectively with the Initial Term, the "Term "). Notwithstanding the foregoing, if City inputs any information or other data into Vendor systems prior to the Service Start Date in order to prepare for the start of the Service and /or sends any messages prior to the Service Start Date, the City expressly accepts that the terms and conditions of this Agreement will also apply during that earlier period. 3.4.2 Termination for Convenience. The City can terminate the Agreement for convenience on the one year anniversary of the Service Start Date, and each one year anniversary thereafter during the Initial Term, by giving Vendor written notice to terminate at least thirty (30) days prior to any one year anniversary during the Initial Term; or 3.4.3 Termination with Cause. Either Party may terminate this Agreement in the event of a material breach by the other Party, which breach remains uncured for thirty (30) days following written notice to the breaching Party. In the event of a termination by City for an uncured material breach, the City will receive a prorated refund of the annual Service Fee calculated from the date of termination to the end of the applicable annual period. This Agreement can be terminated immediately by Vendor for non - payment. 3.4.4. Effect of Termination. In the event of termination or expiration of this Agreement, the City will: (i) immediately discontinue access to and /or use of the Service under this Agreement; (ii) except for any prorated amounts due City under subsection 3.4.3 above, pay to Vendor all amounts due and payable under this Agreement; and (iii) return all documentation and related training materials to Vendor within a reasonable time at the City's cost and immediately disable any embedded link(s) to the Web Portal. Any termination of this Agreement will not affect any rights or liabilities of either Party that accrued prior to such termination. Sections 3.4.7, 3.4.9 and 3.4.10 will survive the expiration or termination of this Agreement for any reason. 3.4.5 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 determine appropriate, services similar to those terminated. 3.4.6 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: Blackboard Connect 4020 Westchase Blvd., Suite 400 Raleigh, NC 27607 Attn: Stephanie B. Kuhnel, Vice President, Global Sales City: Arcadia Fire Department, Station 105 710 S. Santa Anita Ave. Arcadia, CA 91006 Attn: Fire Chief 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. 3.4.7. Ownership of Materials and Confidentiality. 3.4.7.1 Documents & Data: Licensing of Intellectual Property. The City will own all data and material provided by the City to Vendor. However, the City will not receive ownership rights in the Service or any materials related to the Service. The City shall have the right to use the Service and materials pertaining to the Service, during the Term of, and in accordance with, this Agreement. Nothing in this Agreement grants or transfers to the City any ownership rights in the Service or materials pertaining to the provision of the Service. The City acknowledges and agrees that the Service, the data provided by Vendor, training guides and all other materials pertaining to the use of the Service are not purchased or developed with City funds, and may not be utilized or reproduced without the written permission of Vendor. 3.4.7.2 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. 3.4.8 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. 3.4.9 Indemnification. 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, 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 any claim that the Services infringe any copyright for U.S. patent that is issued as of the effective date of this Agreement, and including without limitation the payment of all attorney's fees and other related costs and expenses. 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. Vendor's obligations hereunder are contingent on the following conditions: City will notify Vendor in writing promptly after City becomes aware of a claim or the possibility thereof; and (i) City must grant Vendor the sole control of the settlement, compromise, negotiation, and defense of any such action; and (ii) City must provide Vendor with all information related to the action that is reasonably requested by Vendor; and (iii) If as a result of an infringement claim, City's use of some or of all the Service is enjoined by a court of competent jurisdiction, Vendor will at its option either: a. Modify or replace either all or the infringing part(s) of the Service so that they are no longer infringing, provided that the so modified Service is substantially equivalent in all material respects to the infringing parts of the Service; or b. Procure the right for Vendor to continue using the infringing part of the Service subject to approval of the vendor by the City which shall not be unreasonably withheld; or c. If neither of the foregoing options is available to Vendor using commercially reasonable efforts, Vendor will terminate the Agreement and refund to City all amounts paid by City to Vendor with respect to such affected Service on a prorated basis for the remainder of the term of the Agreement. (iv) Vendor will not be liable hereunder for any settlement made by the City without Vendor's advance written approval or for any award from any action in which Vendor was not granted control of the defense; and (v) The foregoing indemnity shall not apply to any infringement claim to the extent arising from the City's use of the Service in a manner not authorized by Vendor and /or City's use of the Service with software or hardware, not provided by Vendor, where the use with such other software or hardware, gave rise to the infringement claim; and (vi) City agrees to cooperate with Vendor in good faith in the defense of any legal action or suit. 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. 3.4.10 Limitation of Liability. In no event will Vendor, its officers, employees, representatives or licensors be liable to City for any indirect, punitive, reliance, special, consequential, exemplary, or other similar damages of any kind or nature whatsoever, suffered by the other Party or any third party (including without limitation, business interruption, downtime, or any use of, or failure to use the Service, or any loss of business, contracts, profits, anticipated savings, goodwill or revenue, or any loss or corruption of data), arising out of this Agreement, the Service, or the transactions contemplated hereby, even if the Vendor has been advised of the possibilities of such damages or should have foreseen such damages. Vendor, its officers and employees will not be liable for any damages or injury with respect to the performance of the Services contemplated under this Agreement caused by or resulting from any act, omission or condition beyond Vendor's reasonable control, including but not limited to, transmission errors, or corruption or security of information carried over telecommunication lines, failure of digital transmission links, hostile network attacks or network congestion, or acts of God, acts of war, governmental regulations, public utilities or telecommunication providers, shortage of equipment, materials or supplies, fire, power failure, earthquakes, severe weather, floods or other natural disaster or the City's or any third party's applications, hardware, software or communications equipment or facilities, unless same results from the intentional or willful acts of Vendor. Vendor is not responsible to the City, any of City's recipients or any other third party regarding the accuracy or validity of the data entered through the Web Portal and Vendor makes no warranty that the Web Portal will be error -free or that access thereto will be uninterrupted. Except with respect to any claim that the Services infringe any copyright or U.S. patent that is issued as of the effective date of this Agreement, for which the limitation hereinafter set forth shall not be applicable, under no circumstances will the aggregate liability of Vendor to the City or any third party arising out of or related to this Agreement or the provision of the Service, exceed the minimum insurance requirement amounts set forth in Section 3.2.8.2 of this Agreement, regardless of whether any action or claim is based on warranty, indemnification, contract, tort or otherwise. The existence of multiple claims will not enlarge this limit. The foregoing limitations of liability are intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective. Nothing contained in No the foregoing limits or excludes the liability of Vendor for liability which cannot be excluded by law. Notwithstanding anything contained herein to the contrary, the City shall be responsible for all claims and damage to the extent resulting from misuse of the Service by the City or its users including reimbursement of any expenses incurred by Vendor in defending claims to the extent arising from such misuse. 3.4.11 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. 3.4.12 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.4.13 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.4.14 City's Right to Employ Other Consultants. City reserves the right to employ other consultants in connection with this Project. 3.4.15 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.4.16 Assignment or Transfer. Neither party may assign this Agreement without the other party's prior written consent, provided, that Vendor may assign this agreement without the City's prior consent to (i) a parent, subsidiary or affiliate of Vendor or (ii) any entity or successor that acquires all or substantially all of the business, stock, or assets of Vendor. Any assignment made in conflict with this provision shall be void subject to the foregoing, and this agreement shall benefit and bind the permitted successors and assigns of the parties. 3.4.17 Construction; References; Captions. Since the Parties or their agents have participated fully 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. 3.4.18 Amendment: Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 10 3.4.19Waiver. 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. 3.4.20 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.4.21 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. 3.4.22 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. 3.4.23 Equal Opportunity 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 City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.4.24 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. 3.4.25 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. 3.4.26 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. tt 3.5 Subcontracting. 3.5.1 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. In witness whereof the Parties have executed this Professional Services Agreement on the date set forth below. CITY OF ARCADIA Dominic Lazzar City Manager Date: 2jzk3 APPROVED AS TO FORM: Stephen P. Deitsch City Attorney 12 BLACKBOARD CONNECT INC. e�fit M. Dean Newton ANoc, General Counsel Signature T1,14 ►,_,j_.i r h-� , 14-,- f Print Name & Title Date: -1 1 r' CONCUR: Fire Chief EXHIBIT "A" SCOPE OF SERVICES Consultant shall provide the City a Software -as -a- Service (SaaS) System that will enable rapid, multi -modal time - sensitive, mass notification delivery for both emergency and non - emergency messages to City's Employees and Citizens. 13 Exhibit "B" SCHEDULE OF SERVICES This Agreement will commence on the date of execution and will continue for one (1) year thereafter. NMI Exhibit "C" COMPENSATION The total compensation shall not exceed Twenty Six Thousand Four Hundred Dollars and Zero Cents ($26,400). This amount represents 16,000 recipients at $1.65 per recipient. C-1