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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
FALSE ALARM PROGRAM MANAGEMENT SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this U--day of,j1/411 2019 by and
between the City of Arcadia, a charter city organized under the Constitutibn and laws of
the State of California with its principal place of business at 240 West Huntington Drive,
Arcadia, California 91066-6021 ("City") and PM AM Corporation, a Texas Corporation
with its principal place of business at 5430 Lyndon B. Johnson Freeway, Suite 370,
Dallas, Texas 75240 ("Consultant"). City and Consultant are sometimes individually
referred to as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that it is experienced in providing False Alarm
Program Management services to public clients, and is duly qualified to transact
business 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 False Alarm
Program Management Services 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 supply the professional False Alarm Program
Management 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.
3.1.2 Term. The term of this Agreement shall be for a period of three (3)
years from the Contract Implementation Date (as hereinafter defined), unless earlier
terminated as provided herein. As used herein, the term "Contract Implementation
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Date" shall mean the first day of the calendar month for which Consultant commences
billing for its Services to City hereunder following the installation of the False Alarm
Management Program; provided, however, that such monthly billing shall commence
promptly following the installation of such Program, and that Consultant commences
such installation promptly following the full execution of this Agreement and diligently
and continuously proceeds to completion of such installation. Consultant shall complete
the Services within the term of this Agreement, and shall meet any other established
schedules and deadlines. The term of 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 no later than 30 days prior to the expiration of the then current
term. 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).
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 the written request of City, Consultant shall
provide a more detailed schedule of anticipated performance to meet the Schedule of
Services.
3.2.3 Conformance to Applicable Requirements. All additional work
prepared by Consultant shall be subject to this Agreement and the prior written approval
of City.
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3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon prior written approval
of City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City may opt to terminate this Agreement pursuant to Section 3.5.1. As
discussed below, any personnel who fail or refuse to perform the Services in a manner
acceptable to the City, or who are determined by the City to be uncooperative,
incompetent, a threat to the adequate or timely completion of the Project or a threat to
the safety of persons or property, shall be promptly removed from the Project by the
Consultant at the request of the City. The key personnel for performance of this
Agreement are as follows: Pankaj Kumar, Chief Executive Officer.
3.2.5 City's Representative. The City hereby designates Robert Guthrie,
Chief of Police, 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.
3.2.6 Consultant's Representative. Consultant hereby designates Pankaj
Kumar, Chief Executive Officer, or his designee, to act as its representative for the
performance of this Agreement ("Consultant's Representative"). Consultant's
Representative shall have full authority to represent and act on behalf of the Consultant
for all purposes under this Agreement. The Consultant's Representative shall supervise
and direct the Services, using his best skill and attention, and shall be responsible for all
means, methods, techniques, sequences and procedures and for the satisfactory
coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall
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. As provided for in
the indemnification provisions of this Agreement, Consultant shall perform, at its own
cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub-
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consultants who is determined by the City to be uncooperative, incompetent, a threat to
the adequate or timely completion of the Project, a threat to the safety of persons or
property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law; provided, however, City shall
promptly notify Consultant in writing of any changes in the municipal or city code that
affects the Project or the Services. Consultant shall be liable for all violations of such
laws and regulations in connection with Services. If the Consultant performs any work
knowing it to be contrary to such laws, rules and regulations and without giving written
notice to the City, Consultant shall be solely responsible for all costs arising therefrom.
Consultant shall defend, indemnify and hold City, its officials, directors, officers, and
employees free and harmless, pursuant to the indemnification provisions of this
Agreement, from any claim or liability arising out of any failure or alleged failure to
comply with such laws, rules or regulations.
3.2.9.1 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 directors, officials, 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).
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not
commence Work under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant
shall not allow any subcontractor to commence work on any subcontract until it has
provided evidence satisfactory to the City that the subcontractor has secured all
insurance required under this section; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subcontractors are additional
insureds under the Consultant's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
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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, broad form 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 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.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub-consultants to procure and maintain, for a period of three
(3) years following completion of the Project, errors and omissions liability insurance
appropriate to their profession. Such insurance shall be in an amount not less than
$1,000,000 per claim, and shall be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies
shall contain the following provisions, or Consultant shall provide endorsements on
forms supplied or approved by the City to add the following provisions to the insurance
policies:
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(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 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.
3.2.10.5 Separation of Insureds: No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the
scope of protection afforded to the City, its directors, officials, officers, and employees.
3.2.10.6 Deductibles and Self-Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City.
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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.
3.2.10.7 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.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to
the City. The certificates and endorsements for each insurance policy 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.
3.2.10.9 Safety. Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carrying out its
Services, the Consultant shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all necessary
precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance
coverage is a 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. Extra Work may be authorized, as described below,
and if authorized, will be compensated at the rates and manner agreed upon by both
Parties.
3.3.2 Payment of Compensation. Consultant shall submit to City a
monthly itemized statement which indicates total monthly collections, any City
authorized adjustments, and the agreed upon revenue share calculation for the month
based on the rates shown in Exhibit "C". City shall, within forty-five (45) days of
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receiving such statement, review the statement and notify Consultant of any
discrepancies.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless either prior written authorization is obtained from the City or
such expense is set forth on Exhibit "C" hereto.
3.3.4 Extra Work. At any time during the term of this Agreement, City
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work which is determined by City to be necessary for the proper completion of the
Project, but which the parties did not reasonably anticipate would be necessary at the
execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without prior written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least thirty (30) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant may not terminate this Agreement except for cause,
including, but not limited to, City's misuse or attempt to appropriate the proprietary
software of Consultant. A termination without cause by City shall not act as or be
deemed a waiver of any potential known or unknown City claims associated with
Consultant's performance prior to the date of termination.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
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request in MS-SQL format. The proprietary software is considered loaned to City during
the duration of this Agreement as laid out in this Agreement and City will not have any
access to Consultant's proprietary software after the conclusion of the Agreement.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.1.4 Change in Alarm Ordinance. Consultant's Fee Schedule
and pricing for any and all Services to be provided by Consultant to City under this Agreement
have been set, established and agreed to be based upon the current provisions of applicable
City ordinances relating to alarms. Should said ordinances change at any time during the term
of this Agreement to reduce the applicable fee, fines and charges such that Consultant's
compensation under this Agreement is reduced, then Consultant reserves the express right to
enter into good faith negotiations with City to modify the Fee Schedule and pricing accordingly.
If, within thirty (30) days of notice from Consultant to City of its desire to so renegotiate, the
parties are unable to reach an agreement mutually acceptable to both parties, then Consultant
reserves the right to terminate this Agreement. Said termination shall not be deemed to be a
default by Consultant under this Agreement, Consultant shall be paid all fees and costs due and
owing Consultant as of the date of said termination.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
Consultant:
PM AM Corporation
5430 Lyndon B. Johnson Fwy, Suite 370
Dallas, TX 75240
Attn: Pankaj Kumar, Chief Executive Officer
City:
City of Arcadia
240 West Huntington drive
Arcadia, CA 91007
Attn: Robert Guthrie, Chief of Police
Such notice shall be deemed made when personally delivered or when mailed, forty-
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
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3.5.3.1 Documents & Data. At all times, Consultant shall
recognize City's sole and exclusive ownership of all information provided by City, and the sole
and exclusive right and jurisdiction of City to control the use of this information. Similarly, City
recognizes that the proprietary software described in Section 3.5.1.2. above is owned by
Contractor and the City has no rights or claim thereto.
3.5.3.2 Confidentiality. Except as otherwise required by
California law, all ideas, memoranda, specifications, plans, procedures, drawings,
descriptions, computer program data, input record data, written information, and other
documents and data provided by City 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. Neither City nor its employees shall disclose confidential
information of Consultant to any person except as necessary to perform its obligation
sunder this Agreement., without the express written permission of consultant or unless
required to do so by law. City shall promptly inform Consultant if City receives a
public records request for information designated by Consultant as confidential
so as to provide Consultant an opportunity to object.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, and employees free and
harmless from any and all claims, demands, causes of action, costs, expenses, liability,
loss, damage or injury, in law or equity, to property or persons, including wrongful death,
in any manner arising out of or incident to any alleged acts, omissions or willful
misconduct of Consultant, its officials, officers, employees, agents, consultants and
contractors arising out of or in connection with the performance of the Services, the
Project or this Agreement, including without limitation the payment of 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. Consultant shall defend with Legal Counsel of Consultant's choosing that is
reasonably acceptable to City, at Consultant's own cost, expense and risk, any and all
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such aforesaid suits, actions or other legal proceedings of every kind that may be
brought or instituted against City, its directors, officials, officers, and employees;
provided, that if there is more than one indemnified party in a particular court or
administrative proceeding Consultant shall be liable for the cost of no more than one
firm of attorneys to represent the indemnified parties. Consultant shall pay and satisfy
any judgment, award or decree that may be rendered against City or its directors,
officials, officers, and employees, 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 the active negligence or willful misconduct
by the City or its directors, officials, officers, and employees. Consultant shall reimburse
City and its directors, officials, officers, and employees, for any and all legal expenses
and costs incurred by each of them in connection therewith or in enforcing the indemnity
herein provided. Consultant's obligation to indemnify shall not be restricted to insurance
proceeds, if any, received by the City, its directors, officials, officers, and employees,
and shall take effect immediately upon execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
notwithstanding that no adjudication of the underlying facts has occurred, and whether
or not Consultant has been named in the claim or lawsuit.
3.5.6 Entire Agreement. This Agreement contains the entire Agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7 Attorney's Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorneys' fees and all other costs of such
action.
3.5.8 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
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3,5.12 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13 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,
and employees except as otherwise specified in this Agreement. The captions of the
various articles and paragraphs are for convenience and ease of reference only, and do
not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment: Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18 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.
Revised 04/13
12
3.5.19 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.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein
are hereby incorporated into this Agreement by this reference.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA PM AM CORPORATION
B
YL•minic L. aretto Pankaj Kumar
City Manager Chief Executive Officer (�
Date: 7 f' I I Date: OL ( l7- 1 ia3 `1
Revised 04/13
13
, ATTEST:
t
��r f , BIl0/1041-
lerk I 3• :v Moss
rice President, Sales
APPROVED AS TO FORM: Date: /)/
“"Pit,‘, c
Stephen P. Deitsch
City Attorney CONCUR:
Robe• ut ie, Chief of Police
Revised 04/13
14
Exhibit "A"
SCOPE OF SERVICES
Consultant shall be responsible for the daily operations of the Program. This will
include, but may not be limited to:
1. Permit Tracking
a) The vendor shall be responsible for working with alarm companies to ensure
that alarm permits are acquired for existing and new alarm holders.
b) The vendor shall be responsible for issuing notices to alarm-holders when
there is evidence that an alarm-holder has failed to secure the required permit
for an alarm system.
c) The vendor shall be responsible for providing information on a frequency to
be determined by the City, which includes the name of the alarm-holder and
address of the property where the required permit has not been obtained.
d) The vendor shall be responsible for the billing and collection of any fees
associated with the failure of the alarm holder to secure a permit.
e) The vendor shall be responsible for providing the City on-line, web-based
access to the data associated with permits for audit and ad-hoc reporting
purposes.
f) The vendor shall provide for the ability to register alarm systems and obtain
alarm permits by connection to an Internet-based portal that is integrated (i.e.
linked to) with the City of Arcadia existing website. The Vendor will also be
responsible for providing the ability for mail-in registration.
2. Billing
a) The vendor system shall receive data sent on a daily basis from the City's
Computer Aided Dispatch (CAD) System that identifies false alarm events for
the previous calendar date. This process shall be automatic and not require
City staff intervention.
b) The vendor shall be responsible for producing bills on a frequency specified
by the City (daily/weekly) to businesses/residents who owe a false alarm
service fee based on a fee structure articulated by City Ordinances and
Resolutions.
c) Flexibility shall be inherent in the vendor's system should the false alarm fee
structure change.
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d) The vendor shall provide a local or toll-free phone number to assist citizens
and businesses and answer questions as to the administration and billing of
this program.
e) The vendor shall provide a secure and user-friendly online system for bill
payment as well as provisions for those without internet access. The online
payment process must be PCI compliant.
3. Collections
a) The vendor shall be responsible for the collection of the fees. All fees
collected shall be deposited in an account controlled by the City or the
Vendor. Deposits shall be disbursed monthly, based on a mutually agreed-
upon schedule, to the City and the Vendor. The City and the Vendor shall
receive their respective percentages of the revenues collected as provided by
the contract between the City and the Vendor.
b) In order to enhance public convenience and program perception, it is
preferred that the vendor provide a nearby (within 50 miles) program mailing
address and mail-in payment processing.
c) The vendor shall be responsible for seeking collections from delinquent
accounts and shall receive a percentage of the delinquent revenue as
provided by contract between the City and the Vendor.
d) The vendor shall be responsible for providing information on a frequency to
be determined by the City that includes the name of the alarm-holder and
address of the property where false alarm service fees are delinquent.
e) The vendor shall be responsible for providing the City on-line web-based
access to the data associated with collections for audit and ad-hoc reporting
purposes. The City requires that the data base utilized falls within City IT
standards.
f) The vendor shall support the billing/suspension/revocation appeals process.
g) The vendor will be responsible for providing the City access to the data
associated with collections for audit and ad-hoc reporting purposes.
h) The vendor shall obtain at its own expense, regular, independently-certified
(e.g. SSAE16) audits of internal financial controls, data security and alarm
management services. The reports on such audits shall be shared with the
City.
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4. Interface with Computer-Aided Dispatch (CAD) System [ Note, this Section 4 is
open pending Consultant's understanding of City's system and its compatibility
with Consultant's system]
a) To minimize technical issues related to the sharing of alarm data, short-listed
vendors must have successfully implemented their False Alarm Management
Solution with an agency that currently uses Executive Information Services
(EIS) Computer Aided Dispatch System. Prospective vendors will be required
to provide at least one reference for an agency utilizing an EIS CAD system.
b) The Applicant shall also have demonstrated experience automatically
notifying selected City manager(s) of alarm program performance metrics.
Such metrics must include active permits by City-specified location types,
billings, collections and false alarms. These notifications are required on a
scheduled basis, e.g. daily, as specified by the City.
c) Should vendor be selected for the administration contract, but fail to provide
and maintain a database capable of sharing information with the City's CAD
system, as it may be upgraded, changed or modified over time, shall be
considered a material breach of contract and grounds for immediate
termination of vendor's contract.
5. Customer Service
a) The vendor shall provide an internet based portal which will provide public
interactivity for purposes of education, registration, and support services, as
well as, an automated or personnel staffed telephone system with similar
attributes for those needing alarm program services, but without internet
access.
b) The vendor will develop written educational materials for citizens and
businesses, coordinate a public education notification plan and provide alarm
user training and education via the Internet and other methods for those
without computer access.
c) The vendor shall provide the City current, online access to the alarm program
data with the ability to search accounts by multiple search criteria, view
supporting documents such as letters and invoices, generate management
reports, and create ad-hoc (custom) reports where the custom report template
can be saved and re-generated on demand.
d) The vendor shall have a track record demonstrating experience and expertise
in advising agencies on alarm ordinance provisions.
e) It is preferred that the vendor have nearby company representation to
facilitate in-person meetings and better support the program and the City.
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6. Data Security and Reliability
a) The vendor shall ensure the security and reliability of the City's public safety
data maintained by the vendor. Please describe the policies, processes and
systems the vendor has in place to protect the data.
b) The vendor shall follow generally accepted practices for ensuring that its
alarm management services are provided with adequate internal controls.
Please describe these practices.
c) The vendor shall provide gratis System enhancements as they become
available and backup system/disaster recovery functions.
7. City of Arcadia's Alarm Permit Subsidy Program
a) Consultant shall communicate with residents and update their accounts after
receiving information from the City regarding new subsidy program
participants, including names, addresses, and contact information. Consultant
shall send renewal letters to program participants informing them of their
updated account status and projected renewal date so they can be informed
so they can be informed when their next payment is due.
b) Payment for each subsidy shall be taken from the program revenues.
Consultant shall track the program participants and provide a report of the
number of subsidies issued as part of the monthly accounting record.
CITY RESPONSIBILITES
1. Appointing an Arcadia Alarm Administrator ("Administrator") who will be the
primary point of contact between Consultant and Arcadia. The Administrator is
responsible for overseeing Consultant's operation of the False Alarm Program
Management services ("Program") and accessing Program information, as
needed, via Consultant's provided online access;
2. Making any and all decisions about alarm call response, determining whether
calls are false alarms, providing any on-scene communication of alarm related
information to alarm users, and for documenting alarm related information within
the Arcadia CAD/911 system;
3. Extracting false alarm incident data from the CAD/911 System and transferring
this data electronically to Consultant (via email or Consultant's website).
4. Arcadia staff is responsible for entering, or causing to be entered, into the
CAD/911 System any false alarm related information that Arcadia may choose to
display to CAD/911 System operators through CAD/911 System;
A-4
5. Scheduling, conducting, and making appeal decisions for any false alarm
hearings;
6. Conducting any general public education programs on false alarms; and
7. Transferring any and all financial information from the Program generated alarm
reports to other Arcadia financial systems, as needed.
The City shall be responsible for all costs of carrying out these responsibilities,
including, but not limited to the costs of staff, facilities, computer equipment and
consumable supplies.
A-5
Exhibit "B"
SCHEDULE OF SERVICES
The Schedule of Services shall be performed for a period of three (3) years from the
Contract Implementation Date as defined in Section 3.1.2 of this Agreement, and 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, pursuant to Section 3.1.2 of this Agreement.
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Exhibit "C"
COMPENSATION
For performing and completing all services pursuant to the Scope of Services (Exhibit
"A"), Consultant will obtain payment exclusively from the collected revenues. There will
be no upfront systems development, licensing, conversion, equipment, travel, or other
costs.
The Consultant shall be compensated for its services by receiving eighteen percent
(18%) of all Alarm Ordinance required collections after payment of any citizen refunds,
designated-bank and credit card processing charges, and any postage/mailing costs
incurred in connection with the Services rendered under this Agreement which shall be
paid out of the collected revenues before determining the amount o be split between
City and Consultant as set forth herein. Thus, eighty-two percent (82%) of such required
collections will be paid to the City. This percentage also excludes any applicable
California sales/use/income taxes.
Collections include at a minimum amounts received for permit registration fees, renewal
fees, and non-registrations; false burglary and robbery/panic system activations,
reinstatement fees, late fees, alarm company civil penalties, and any other charges
established by Resolution No. 6628, attached and incorporated herein as part of Exhibit
"C„
The Consultant will pay for all other costs including paper stock, education materials,
set-up fees, equipment (including hardware, hosting charges, and software), tools,
personnel, utilities, and any other costs not list here that are required for administering
the false alarm billing and tracking program for the City.
In addition, as part of the City of Arcadia's Alarm Permit Subsidy Program, which began
in November of 2018, the Consultant will receive eighteen percent of any renewals
associated with the Subsidy Program according to the same compensation conditions
set forth above. The amount shall be retained from the City's monthly revenue
collections.
This percentage of collected revenues is based on several assumptions:
1. That Resolution No. 6628 relating to false security alarm fees remains in
substantially the same form;
2. Arcadia adopts a fair, but firm approach to appeals resulting in alarm fines
generally being upheld on appeal;
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Arcadia actively supports enforcement of Ordinance No. 2243, attached and
incorporated herein as part of Exhibit "C", including support of proactive collection of all
fine amounts owed.
City acknowledges that Consultant is installing the Program at no cost the City.
Consequently, in the event the City terminates this Agreement before or within 12
months from the Contract Implementation Date for any reason other than the failure of
Consultant to perform its Services hereunder that has not been cured by Consultant
within 30 days of receipt of written notice of the problem, Consultant shall be entitled to
receive, and City shall pay to Consultant, the fees that Consultant would have received
hereunder for a period of the initial 12 months after the Contract Implementation Date
less the number of months, if any, that Consultant was paid its fees hereunder prior to
the termination of this Agreement (the "Guaranteed Period"). If this Agreement is
terminated after the Contract Implementation Date, the amount of the fees to be paid to
Consultant shall be the average of the monthly fees retained by Consultant prior to
termination of this Agreement multiplied by the number of months remaining in the
Guaranteed Period. If this Agreement is terminated prior to the Contract Implementation
Date, the amount of fees to be paid to Consultant shall be the amount of the fees
projected by the parties to be retained by Consultant during the Guaranteed Period at
the time this Agreement was executed. The amount of any fees payable to Consultant
pursuant to the provisions of this paragraph shall be paid by City upon termination this
Agreement unless the parties agree to have such amount paid in equal monthly
installments over an agreed period of time. The provisions of this paragraph shall
survive the termination of this Agreement.
In addition, in recognition of the fact that Consultant's Services under the Agreement
and the expenses incurred by Consultant in performing such Services are incurred in
advance of Consultant receiving a percentage of the fees collected under this
Agreement and that the City shall have the benefit of such work as may have been
completed up to the time of such termination, City agrees to continue to pay Consultant
its percentage of fees collected for a period of 90 days after the termination of this
Agreement on fees collected during such period that are attributable to amounts billed
by Consultant to permit holders prior to the date of termination of this Agreement. This
provision shall survive the termination of this Agreement.
The share of the revenues payable to Consultant and the City in accordance with the
provisions of this Exhibit "C" shall be determined and paid monthly within forty-five (45)
days after the end of each calendar month during the Term hereof based upon the
amount of collections during the immediately preceding calendar month, adjusted for
any outstanding authorized reimbursements or expenses payable to Consultant in
accordance with the terms of this Agreement.
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