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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
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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.
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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
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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.
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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.
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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
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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.
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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