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HomeMy WebLinkAboutC-4094 C='c r\e.o,- 10 AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE CITY OF ARCADIA AND RING This Amendment No. 1 ("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 Ring LLC, a Delaware limited liability company, with respect to that certain Agreement between the parties dated November 16, 2017 ("Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement. In consideration of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Section 2 of the Agreement is hereby amended by extending the term of the Agreement through the later of June 30, 2018 and the expiration of the Promotional Period. 2. Section 5 of the Agreement is hereby amended by extending the Promotional Period until the exhaustion of the Twenty-Five Thousand Dollar ($25,000) contribution payable by the City pursuant to Section 4(a) of the Agreement. 3. Except as expressly modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. [SIGNATURES ON NEXT PAGE] 1 IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 as of the latter of the dates set forth below. CITY OF ARCADIA RING LLC Dominic Lazzaret o Mel Tang City Manager VP and Secretary • ATTEST: Date: 2- Y; „ City qerk _ I , - Leila Rbuhi President Date: Stephen P. Deitsch City Attorney CONCUR: Robert uthrie Chief o ©#i e 2 _ 4091i 11(0 - 70 AGREEMENT BY AND BETWEEN THE CITY OF ARCADIA AND RING This AGREEMENT BY AND BETWEEN THE CITY OF ARCADIA AND RING INC. (herein "Agreement") is made and entered into this/lay of November, 2017 by and between the City of Arcadia, a California municipal corporation ("City") and Ring Inc., a Delaware Corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party"and hereinafter collectively referred to as the"Parties". RECITALS WHEREAS, Consultant produces security cameras and video doorbells for residential use which link smartphone users to their doorbell when the camera is activated by motion or someone ringing the doorbell; WHEREAS, with this technology, the homeowner has the capability to see, hear and speak to visitors through their smartphones, tablets or desktops; WHEREAS, the City desires to collaborate with Consultant to establish a grant program whereby City residents can purchase Consultant's security cameras and video doorbells for use at residences within the City at a discounted price to enhance security and safety in the community; WHEREAS, the grant program will be operated on a first-come-first-served basis; and WHEREAS, the City Council finds that the dedication of public funds under this Agreement will serve the safety of City residents, an issue of important public purpose. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows: 1. Recitals are Part of Agreement. The preceding Recitals are part of this Agreement. 2. Term. The term of this Agreement shall be from November 1, 2017 to June 30, 2018 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. This Agreement may be extended by mutual agreement of the Parties on a year-by-year basis for a maximum of three (3) one (1) year additional terms. If such option is exercised, the terms and conditions quoted herein (with the exception of pricing) are to remain firm for the term extension(s) of this Agreement. Any adjustments to pricing shall be agreed to by the Parties in writing prior to the commencement of any term extension(s). Page 1 of 11 3. Consultant Services. Consultant will perform the following Services: a. Consultant will collaborate with the City on the distribution and marketing of the Ring Video Doorbell 2, Ring Video Doorbell Pro, Ring Video Doorbell Elite, Ring Spotlight Cam Wired, Ring Spotlight Cam Battery, and Ring Floodlight Cam and any other accessories (each, a"Product" and collectively, the"Products")to residents of Arcadia("Residents"). b. During the Promotional Period, as defined in Section 5 below, Consultant will directly provide 500 unique promotional codes (Promotional Codes) to Residents with a $100.00 discount off the sales price for one (1) of the following products at checkout: i. Ring Video Doorbell 2; ii. Ring Video Doorbell Pro; iii. Ring Video Doorbell Elite; iv. Ring Spotlight Cam Wired; v. Ring Spotlight Cam Battery; or vi. Ring Floodlight Cam. Each Resident is entitled to only one Promotional Code. Each Promotional Code may only be used once per household. Only codes sent to the resident through Consultant communications channels will be valid. In order to apply the Promotional Code, the zip code of the shipping address for the Product must be 91006, 91007, 91066, 91077, 91732 or 91780. Residents who are interested in obtaining the promotional code must contact the City's Program Administrator in order to receive the code. Ring reserves the right to cancel or change the Promotional Code or limit the number of orders per household in the event it suspects that the Promotional Code is being abused(including bulk purchases). The Consultant shall notify City in writing when 300 (60%) of Codes have been redeemed. c. During the Promotional Period, as defined in Section 5 below, Consultant will directly provide Residents with a discount code valued at $30.00 dollars per product to apply towards the purchase of any of the products listed in section 3.b above with a limit of two products per household. d. During the Promotional Period, as defined in Section 5 below, Consultant will directly provide Residents with an accessories discount code valued at a twenty percent (20%) discount towards any accessory listed on the company's website. This does not apply to the Ring Video Recording Services or non-Ring accessories. Page 2 of 11 e. Consultant will fulfill orders for Products when Residents provide information and payment required using the information required for Consultant to complete delivery of the Product (including name, address, email address, etc.). Standard delivery shall be in accordance with Ring.com. Consultant will use commercially reasonable efforts to ship the Products within three (3) business days from the date the order was placed. f. Consultant will provide product and user support to Residents who purchase Products, including warranty for the security device(s) and, if the resident chooses to, the option to hire someone to install the device(s). These options will be provided at checkout at the user's expense. g. Consultant will provide marketing support and materials for City to distribute to Residents, such as brochures and flyers. h. Consultant shall contribute fifty dollars ($50) of the one-hundred dollar ($100) discount specified in section 3.b above. i. Consultant shall provide thirty (30) days of free cloud service immediately after activation to Residents who purchase Products. j. Within 30 days after the end of each month of the Promotional Period, as set forth in Section 5 below, Consultant will provide the City with a complete and accurate accounting statement (the "Accounting Statement") setting forth the number of Products purchased using the Promotional Code during the Promotional Period, as set forth in Section 5 below, and such other information reasonably requested by City to enable the Parties to determine the City's required City contribution amount, as specified in Section 4.a below. k. August Cziment, Director of Operations, shall act as Consultant's representative for the performance of this Agreement. 1. During the term of this Agreement, Consultant shall maintain insurance in accordance with the City's requirements as set forth in Exhibit A hereto. m. The Products shall be covered by Ring's limited warranty which can be found at https://ring.com/warranty. 4. City Obligations. The City agrees to do the following in furtherance of this Agreement: a. Within 30 days of its receipt of the Accounting Statement from Consultant, City shall pay Consultant an amount equal to fifty dollars Page 3 of 11 ($50) of the one-hundred dollar ($100) discount specified in section 3.b above for the first Product sold to each Resident household during the Promotional Period using a Promotional Code. No other Product is eligible for a City contribution. The contribution payable by the City to Consultant shall not exceed twenty-five thousand dollars and no cents ($25,000)under this Agreement. b. City may, at its own cost and expense, audit Consultant's applicable sales data to confirm the amount of the sales made under section 3.b above within one year of the end of the Promotional Period. For this purpose, Consultant shall make available to City and City's agents all data and information required for a complete and accurate audit. c. During the Promotional Period, as defined in Section 5 below, the City agrees to make reasonable efforts to promote the program provided in this Agreement on the City's website, social media platforms, such as Facebook and Twitter, community events; and/or have brochures and flyers available at City Hall for the public. 5. Promotional Period. The Promotional Period shall commence on a date mutually agreed by the Parties. The Promotional Period shall last for one-hundred twenty (120) days unless earlier terminated in accordance with this Agreement. Notwithstanding the foregoing, the Parties may mutually agree to extend the Promotional Period. 6. Termination. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the City. The City shall be obligated to pay Consultant its contributions per section 4.a above for Products sold during the Promotional Period using a Promotional Code prior to effectiveness of the termination. Consultant may terminate this Agreement upon thirty days' written notice to the City if the City has not paid its contributions to Consultant towards the discount in accordance with Section 4.a above; provided that if City cures such failure to pay within 15 days of notice of failure to pay Consultant shall not terminate the Agreement. 7. Indemnification. The Consultant shall indemnify, defend and hold harmless the City, its officers, officials, employees and volunteers from and against any and all claims, losses, liabilities, damages, costs or expenses, arising out of Consultant's negligence or willful misconduct in connection with performance of this Agreement, or arising from any warranty pertaining to Consultant's products. 8. Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or Page 4 of 11 employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 9. Governing Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 10. Notices. Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and sent by email, in the case of the City, to the Chief of Police at Arcadia Police Department 250 W. Huntington Drive Arcadia, CA 91007 Attn: Robert T. Guthrie Chief of Police Email: bguthrie@ArcadiaCA.gov and in the case of the Consultant, to August Cziment at Ring, Inc. 1523 26th Street Santa Monica, CA 90404 Attn: August Cziment Director of Operations Email: a@ring.com Either Party may change its email address by notifying the other Party of such change. Page 5 of 11 11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 12. Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the Parties. It is understood that there are no oral agreements between the Parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the Parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 13. Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 14. Corporate Authority. The persons executing this Agreement on behalf of the respective Parties hereto warrant that(i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. [SIGNATURES ON FOLLOWING PAGE] Page 6 of 11 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written. CITY OF ARCADIA RING INC. By By .L.../ Dominic La77ar Mel Tana City Manager Ch‘ec'-n. ,CAI Ofd Date: gtR- 1k.‘-'2,0c) Date: Oil o (Q ofl 7 ATTEST: By Lula IkJh, e,enes fait IS-el re(pmrCIet- e�.tie+�1(3 ' 1.41 . Date: R1t0 lao1 Crt Jerk V APPROVED AS TO FORM: CONCUR: Stephen P. Deitsch Rotyert T. Gut ie City Attorney Ch f of Po ''e Page 7 of 11 Exhibit "A" CITY OF ARCADIA INSURANCE REQUIREMENTS 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. 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 name and obtain insurer's consent to naming City, its directors, officials, officers, and employees 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, and employees 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 below in Section 6. 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 Page 8 of 11 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. 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. 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, and employees 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, and employees, 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, and employees shall be 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, and employees, 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, and employees 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, and employees 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 Page 9 of 11 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.; 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, and employees. 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, and employees. 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, and employees; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 7. 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. 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 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. 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 lifesaving 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. Page 10 of 11 10. 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. Page 11 of 11