HomeMy WebLinkAbout2017-100-3205 Cry Wolf False AlarmRESOLUTION NO. 2017 - 100 -3205
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY
MANAGER TO ENTER INTO AN AGREEMENT WITH CRY WOLF
FALSE ALARMS SOLUTIONS, FOR ALARM MONITORING
SERVICES BY RELYING UPON RFP NUMBER 061314, FIRE
ALARM BILLING AND COLLECTION SERVICES, ISSUED BY
THE CITY OF OAKLAND PARK, ATTACHED HERETO AS
"EXHIBIT A ", PROVIDING FOR THE ADOPTION OF
REPRESENTATIONS; PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, for the past five (5) years, the City of Miami Gardens Police
Department, has utilized AOT Public Safety Corporation, d /b /a Public Safety
Corporation or Cry Wolf False Alarms Solutions (Cry Wolf), to administer the City's
False Alarm Reduction Program, and
WHEREAS, in order to continue the City's False Alarm Reduction Program, the
City requires administration, billing and collecting of response fees, services and
support, from a qualified vendor, and
WHEREAS, on May 21, 2014, the City of Oakland Park solicited Request For
Proposals (RFP) Number 061314, Fire Alarm Billing and Collection Services, and
WHEREAS, proposals were received from Cry Wolf, PMAM Corporation, and
Trax Financial, Inc., and
WHEREAS, the contract was awarded to the highest ranked proposer, Cry Wolf,
based on price and the evaluation factors set forth in the solicitation, and
WHEREAS, the initial term of the contract was for a five (5) year period,
commencing on September 2, 2014, and ending on September 1, 2019, with an option
to renew for one (1) additional five (5) year term, and
WHEREAS, Cry Wolf interfaces seamlessly with the Police Department's
Computer Aided Dispatch System (CAD) to provide downloaded information for billing,
and
Resolution No. 2017 - 100 -3205
WHEREAS, City Staff recommends the City Council authorize the City Manager
to enter into an Agreement with Cry Wolf for alarm monitoring services by relying on
RFP Number 061314, Fire Alarm Billing and Collection Services, attached hereto as
"Exhibit A ", and
WHEREAS, this request for reliance upon RFP Number 061314 is made as
pursuant to the City of Miami Gardens' Code of Ordinance Section 2- 757(b)(2),
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF MIAMI GARDENS, FLORIDA AS FOLLOWS:
Section 1: ADOPTION OF REPRESENTATIONS: The foregoing Whereas
paragraphs are hereby ratified and confirmed as being true, and the same are hereby
made a specific part of this Resolution.
Section 2: AUTHORIZATION: The City Council of the City of Miami Gardens
does hereby authorizes the City Manager to enter into an Agreement with AOT Public
Safety Corporation, d /b /a Public Safety Corporation or Cry Wolf False Alarms Solutions
(Cry Wolf), for alarm monitoring services by relying upon RFP Number 061314, Fire
Alarm Billing and Collection Services, issued by the City of Oakland Park.
Section 3: EFFECTIVE DATE: This Resolution shall take effect immediately
upon its final passage.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI
GARDENS AT ITS REGULAR MEETING HELD ON MAY 24, 2017.
l
OLIVER GILBERT, III, MAYOR
ATTEST:
wm;;z �� �_
RONETTA TAYLOR, MC, CITY CLERK
PREPARED BY: SONJA KNIGHTON DICKENS, CITY ATTORNEY
SPONSORED BY: CAMERON D. BENSON, CITY MANAGER
Moved by: #4 tiA4 S
Seconded by: 1'01/11;1xS
VOTE: 6 —l7
Mayor Oliver Gilbert, III
Vice Mayor Erhabor Ighodaro, Ph.D.
Councilwoman Lisa C. Davis
Councilman Rodney Harris
Councilwoman Lillie Q. Odom
Councilwoman Felicia Robinson
Councilman David Williams Jr
Resolution No. 2017 - 100 -3205
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City of Miami Gardens
Agenda Cover Memo
18605 NW 27th Avenue
Miami Gardens, Florida 33056
Council Meeting Date:
May 24, 2017
Item Type:
EnterX in box
Resolution
Ordinance
Other
X
Fiscal Impact:
(Enter X in box)
Yes
NO
Ordinance Reading:
(Enter X in box)
1st Reading
2nd Reading
X
(Revenue)
Public Hearing:
(Enter X in box)
Yes
No
Yes
No
X
Funding Source:
N/A
Advertising Requirement:
(Enter X in box)
Yes
No
X
Contract /P.O. Required:
(Enter Xin box)
Sponsor Name:
Yes
No
RFP /RFQ /Bid #:
Department:
RFP NO. 16 -17 -044 (P) - Fire
Alarm Billing and Collection
Services
Miami Gardens Police
Department
X
Cameron D. Benson
City Manager
Short Title:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS,
FLORIDA, AUTHORIZING THE CITY MANAGER TO ENTER INTO AN
AGREEMENT WITH CRY WOLF FALSE ALARMS SOLUTIONS, FOR ALARM
MONITORING SERVICES BY RELYING UPON RFP NUMBER 061314, FIRE
ALARM BILLING AND COLLECTION SERVICES, ISSUED BY THE CITY OF
OAKLAND PARK, ATTACHED HERETO AS "EXHIBIT A "; PROVIDING FOR THE
ADOPTION OF REPRESENTATIONS; PROVIDING FOR AN EFFECTIVE DATE.
Staff Summary:
BACKGROUND
The City of Miami Gardens Police Department, for the past five (5) years, has utilized AOT Public Safety
Corporation d /b /a Public Safety Corporation or Cry Wolf False Alarms Solutions to administer the City's
False Alarm Reduction Program.
CURRENT SITUATION
In order to continue the City's False Alarm Reduction Program, the City will require administration,
billing and collecting of response fees, services and support, from a qualified vendor.
18605 NW 27th Avenue
Miami Gardens, Florida 33056
The City of Oakland Park solicited, Request For Proposals (RFP) Number 061314, Fire Alarm Billing and
Collection Services, on May 21, 2014. Proposals were due June 19, 2014, and were opened shortly,
thereafter. Proposals were received from AOT Public Safety Corporation d /b /a Public Safety Corporation
or Cry Wolf False Alarms Solution; PMAM Corporation, and Trax Financial, Inc. (Exhibit 1).
The contract was awarded to the highest ranked proposer, AOT Public Safety Corporation d /b /a Public
Safety Corporation or Cry Wolf False Alarms Solutions, based on price and the evaluation factors set
forth in the solicitation.
The initial term of the contract is for a five (5) year period, commencing on September 2, 2014, and
ending on September 1, 2019, with an option to renew for one (1) additional five (5) year term upon
mutual consent, evidenced by a written Amendment to the agreement extending the term thereof
(Exhibit 2).
As consideration for its performance of the services pursuant to this agreement, Request For Proposal
(RFP) Number 06131, the contractor, AOT Public Safety Corporation d /b /a Public Safety Corporation or
Cry Wolf False Alarms Solution, will be entitled to receive the following percentages of all revenue
collected, per calendar year. Only bank fees and credit card fees (if any) will be paid from gross
collections before revenue sharing percentages are applied.
Range of Collections
Based on Annual Collections Periods
% Collections
0-$60,000
33%
$60,001 - $120,000
25%
$120,001 and above
18%
AOT Public Safety Corporation d /b /a Public Safety Corporation or Cry Wolf False Alarms Solution will
administer the program, register alarms and conduct annual renewal registration. AOT Public Safety
Corporation d /b /a Public Safety Corporation or Cry Wolf False Alarms Solution program interfaces
seamlessly with the Police Department's Computer Aided Dispatch System (CAD) to provide downloaded
information for billing.
This request to piggyback Request For Proposal (RFP) Number 061314, Fire Alarm Billing and Collection
Services, is pursuant to the City of Miami Gardens, FL Code of Ordinance Section 2- 757(b)(2).
FISCAL IMPACT
The revenue sharing percentages of this proposed contract is slightly favorable to the City than the
current contract that is about to expire on May 17, 2017. The revenue and expenses are approved at
the FY 2017 budget.
18605 NW 27th Avenue
Miami Gardens, Florida 33056
Proposed Action:
It is recommended that the Council approve accessing /piggybacking a competitively solicited Request
For Proposals (RFP) Number 061314, established by the City of Oakland Park for Fire Alarm Billing and
Collection Services, to AOT Public Safety Corporation d /b /a Public Safety Corporation or Cry Wolf False
Alarms Solutions for the City of Miami Gardens Police Department, thru September 1, 2019.
Attachments:
Exhibit 1 - False Alarm Billing and Collection Vendor Ranking Memorandum
Exhibit 2 - RFP Number 061314- Award Resolution /Agreement
AGREEMENT FOR PUBLIC SAFETY SERVICES/FIRE ALARM COLLECION
SERVICES
THIS AGREEMENT is made and entered into this day of , 2017, by
and between the City of Miami Gardens, a Florida municipal corporation (hereinafter referred to
as "City "), and AOT Public Safety Corporation d/b /a Public Safety Corporation or CryWolf
False Alarm Solutions, a company authorized to do business in the State of Florida, with a
business address of 103 Paul Mellon Court, Waldorf, MD 20602, hereinafter referred to as
"Consultant ") and jointly referred to as the Parties. / / //j�,
WITNESSE
WHEREAS, after City Council approval, The City ManagAlected TO Piggyback the
City of Oakland Park solicited, Request For Prupasals (RFP) Number 061314 for False Alarms
Solutions and agreed to contract with AOT Public Safety Corporation d/b /a Public Safety
Corporation or Cry Wolf False Alarms Solutions to perform the services described in the City of
Oakland Park solicited, Request For'Prpposals (RFP) Ter 061314, City of Miami Gardens
RFP No. 16- 17- 044(P).
NOW THEREFORE, in consid310//i on ° premise��" id the mutual covenants herein
named, the parties hereto wee as follo Vii%
Article 1 Incoration by Rerence.
The following do ents -- reby in o orated by reference and made part of this
Agreeme >
j
(l) Specificas and sal Documents prepared by the City of Oakland Park for
Fire Alarm luting and Collection Services RFP #061314 and Agreement, City of
Miami Gardens RFP No. h6- 17- 044(P). (Exhibit I).
All exhibits may also be collectively referred to as the "Documents ". In the event of any conflict
between the Documents or arty ambiguity or missing specifications or instruction, the following
priority is established:
A. This Agreement
B. City of Oakland Park for Fire Alarm Billing and Collection Services
RFP #061314 and Agreement (Exhibit I)
Article 2 Scope of Work
The Consultant shall provide all labor, transportation, materials, and equipment necessary
to provide Fire Alarm Billing and Collection Services to the City, in accordance with the terms,
conditions, and specifications contained in the City of Oakland Park RFP #061314 and
Agreement.
SERVICES AND RESPONSIBILITIES
CONTRACTOR hereby agrees to perform the False Alarm/Elevator Rescue Administration
Services ( "Services ") requested by the CITY as more particularly described in Exhibit "I"
attached hereto, and its Response to the RFP, attached hereto.
CONTRACTOR shall schedule regular meetings with Y representatives during the term of
this Agreement as needed to discuss the Services.
CONTRACTOR shall furnish all services, labor, equipment, and materials necessary and as may
be required in the performance of this Agreement, except as otherwise specifically provided for
herein, and all work performed under this Agreement shall be done in a professional manner.
CONTRACTOR hereby represents to CITY, with full knowledge that CITY is relying upon
these representations when entering into this Agreement with CONTRACTOR, that
CONTRACTOR has the professional expertise, experience and manpower to perform the
Services to be provided by CONTRACTOR P19 t to the terms of this Agreement.
CONTRACTOR hereby represents to CITY that CONTRACTOR is properly licensed by the
applicable federal, state, and local agencies to provide the services under this Agreement.
Furthermore, CONTRACTOR agrees to maintain such licenses during the term of this
Agreement. If CONTRACTOR's licenses are revoked, suspended, or terminated for any reason
by any governmental agency, CONTRACTOR shall pDtify the CITY immediately.
CONTRACTOR hereby agrees to conduct all work and services under this Agreement in
accordance with all the applicable federal, state, and local laws or regulations. A violation of any
federal, state, or local law or regulation may be cause for breach, allowing the CITY to terminate
this Agreement.
Both parties expect that the False Alarm/Elevator Rescue Billing Collection Services will be
fully implemented and operational within one hundred and twenty (120) days from the date the
CITY executes this Agreement and agree to work expeditiously to accomplish this schedule.
Article 3 Qualifications
The Consultants and the individual executing this Agreement on behalf of the Consultant
warrant to the City that the Consultant is a Florida corporation duly constituted and authorized to
do business in the State of Florida, is in good standing and that Consultant possesses all of the
required licenses and certificates of competency required by the State of Florida and the County
of Miami -Dade to perform the work herein described.
Article 4 Compensation
As consideration for its performance of the services pursuant to this agreement, Request For
Proposal (RFP) Number 06131, the contractor, AOT Public Safety Corporation d/b /a Public
Safety Corporation or Cry Wolf False Alarms Solution, will be entitled to receive the following
percentages of all revenue collected, per calendar year. Only bank fees and credit card fees (if
any) will be paid from gross collections before revenue sharing percentages are applied.
Range of Collections
Based on Annual Collections Periods;,
;Collections
0-$60,000
33%
$60,001- $120,000
256
$120,001 and above
18%
AOT Public Safety Corporation d/b /a Public Safety Corporation orCry Wolf False Alarms Solution will
administer the program, register alarms and conduct annW zmewal registration. ACT Public Safety
Corporation d/b /a Public Safety Corporation or Cry Wolf F4dse Alarms Solution program interfaces
seamlessly with the Police Department's Computer Aided 113ispatch System (CAD) to provide
downloaded information for billing
See Exhibit "I" B. Coy o. j�' Oakland Park for Fire Atww Billing and Collection Services
RFP#061314 and Agreement
The City's performance and obligation to pay under this Agreement is contingent upon
an annual ration for its use by the City Council. Consultant shall make no charges to
the City fbr supplies, labor, taxes, licenses, permits, mileage, fuel, overhead or any other
expenses or costs unless any such expense or cost is incurred by Consultant with prior written
approval of the City. If the City disputes any charges on the invoices, it may make payment of
the contested amounts and withold payment on the contested amounts until they are resolved by
agreement with Consultant.
Article 5 Comm Time
The work described herein shall begin upon receipt of the purchase order and completed
upon City final acceptance.
The City and Consultant agree that, should permit or program deadlines change, Consultant will
inform the CITY of the changes in a timely manner, and new deadlines for the CITY shall be
established.
Article 6 Records /Right to Inspect and Audit
The Audit working papers are the sole property of the Consultant. Provided the City is in
full compliance with its contract with Consultant, Consultant will allow a successor Consultant
to inspect Consultant's audit working papers, and consultant will cooperate with such successor
Consultant at no additional cost.
Consultant shall maintain records, books, documents, papers and financial information
pertaining to work performed under this Agreement for a minimum of three (3) years after
completion date of the audit. The City Manager or his designee shall, during the term of this
Agreement and for a period of three (3) years from the date of termination of this Agreement,
have access to and the right to examine and audit any records of Consultant's working papers.
The City may cancel this Agreement for refusal by Consultant to allow access by the City
Manager or his designee to any Records pertaining to work performed under this Agreement that
are subject to the provisions of Chapter 119, Florida ues.
Article 7 Indemnification
Subject to the limitations of Section it59.28 Florida Statutes, SULTANT shall
protect, defend, indemnify, and hold harmless the CITY and its officials, ers, members,
agents, representatives and employees from any and all claims, liabilities, expe ses, or damages
of any nature, including attorney fees, for injury to or death of any person, and for injury to any
property arising out of or in any way connected with the performance or non - performance of any
provision of this Agreement required of the CONSULTANT, by or on behalf of the
CONSULTANT, or resulting from any violation by the CONSULTANT or its employees of any
statute law, ordinance, regulation or other legal requirement pertaining to a safe place of
employment for workers, minimum hours and wages, and fair employment practices. However,
nothing herein shall be deemed to indemnify CITY for any liability or claim arising solely out of
the negligent performance of CITY. D %//�,,,,,, V/0
The City does hereby Agree to indemnify and hold harmless CONSULTANT, from any and all
personal injury or property damage claims, liabilities, losses, and causes of action which may
arise solely as a result of City's performance of this Agreement. This agreement is subject to the
provisions of Section 768.28 Florida Statutes, such that the City shall not be held liable to pay a
personal injury or property damage claim or judgment by any one person which exceeds the sum
of $200,000, or any claim or judgments or portions thereof, which, when totaled with all other
occurrence, exceeds the sum of $300,000 from any and all personal injury or property damage
claims, liabilities losses and causes of action which may arise solely as a result of the
performance of this Agreement. However, nothing herein shall be deemed to indemnify
CONSULTANT from any liability or claim arising out of the negligent performance or failure of
performance of CONSULTANT or any unrelated third party. Nothing contained herein shall be
deemed a waiver of sovereign immunity. One percent (1%) of the contract amount shall
represent the consideration to be provided for this indemnification.
Article 8 Insurance
Consultant must submit with their bid, proof of insurance meeting or exceeding the
following requirements or a letter of intent to provide the following requirements if awarded the
contract:
The City reserves the right but not the obligation to revise any insurance requirement, or reject
any insurance coverage which fail to meet the criteria stated herein at any time. The City
reserves the right to require ContractorNendor to provide and pay for any other insurance
coverage the City deems necessary, depending upon the possible exposure to liability or loss.
These insurance requirements shall not limit the liability of the ContractorNendor. The City
does not represent these types or amounts of insurance to be sufficient or adequate to protect the
ContractorNendor's interests or liabilities, but are merely, ums.
1) Workers' Compensation: Coverage for all persons fulfilling this
contract for statutory limits in compliance vnith the law of the State of Florida and any
applicable federal laws. The policy must include Employer liability with a limit of
$100,000 each accident, $100,000 each enVloyee, $500,000 policy limit for disease. The
City will not accept certificates of exemption.. Confirnmfion that WorVxn Compensation is
provided for all persons fulfilling this contract, wheie employed, contorted, temporary
or subcontracted is required. iii/��j/
2) Commercial General Liability: Occ Form Required: Contractor shall
maintain commercial general liabiMy (CGL) insurance with limits of not less than:
Bodily Injury
• $1,000,0 each occurrence for by injury and property damage
• $1,000,000 Annual general aggregate..
Property page
s $1,000,000 Each Occurrence
s $1,000,000 Aral Aggregate
Personal Injury
• $1,000,000 Anne Aggregate
Completed Operate and Products
Liability shall be maned for
Property Damage Liability Insurance shall include Coverage for the following hazards: X -
explosion, C - Collapse, U - underground.
3) Commercial Automobile Liability: Contractor shall maintain automobile liability
insurance with a limit of not less than $1,000,000 each occurrence for bodily injury and
property damage liability. Such insurance shall cover liability arising out of any auto
fulfilling duties under this agreement (including owned, hired, and non -owned
autos). The policy shall provide contractual liability coverage.
4) Professional Liability/Malpractice/Errors or Omissions: Licensed professional or
consulting work such as that provided by engineer shall maintain professional liability
or malpractice or errors or omissions insurance with limits of $1,000,000 per
occurrence.
a. If claims -made the retro date shall be prior or equal to the effective date of any
contract with the City. The coverage shall be renewed or include a "tail" or
Discovery, or continuous renewal of covers or a period of 3 years following
the completion of the project.!
,�
5) Umbrella or Excess Liability insurance can be utilized to provide the required
limits. Coverage shall be "following form" and shall not be more restrictive than the
underlying insurance policy coverages, including all special endorsements and City as
Additional Insured status.
6) Special Requirements: Certificate of Insurance shall confirm in writing that all
applicable provisions apply.
a. Evidence of Insurance: A copy of the ContractorNendor's current certificate
of insurance MUST be provided with the response to this bid. A formal
certificate shall be provided upon announcement that a Contractor has been
awarded the work. The Certificate(s) shall be signed by a person authorized
by that insurer to bind coverage on its behalf. All Certificates of Insurance
must be on file with and approved by the City before commencement of any
work activities. The formal insurance certificate shall also comply with the
owing:
1. 1. Additional Insured: "City of Miami Gardens and its Elected Officials,
Agents, Representatives, Employees, and Volunteers" shall be named
as an "Additional Insured" on all policies except Worker's
Compensation. Additional Insured coverage shall be provided with
the following ISO forms or similar policy provisions providing equal
coverage:
F//"' to or broader than
One of the following forms or its equivalent:
CG 2026 (Additional Insured— Designated Person or Organization) OR
CG 2010 (Additional Insured - Owners Lessees Contractors) OR
CG 2038 (Additional Insured- Automatic Status).
2. Notification: The policy shall provide a 10 -day notification clause in
the event of cancellation, non - renewal, material modification, or any
other lapse in coverage of the policy. In the event the insurance policy
does not provide such notification, Contractor shall provide
notification to the City.
In the event the insurance coverage expires prior to the completion of
the project, a renewal certificate shall be delivered to the City 10 days
prior to said expiration date.
b. Primary & Non Contributory
This Insurance shall be considered primary to any other
insurance. Coverage shall be provided with the following ISO form or
similar policy provision providing equal to or broader than coverage: CG
2001 (Primary and Noncontributory — Other Insurance Condition).
c. Waiver of Subrogation
All of Contractor's Liability policie pt Professional Liability, will
waive rights of recovery against qty. Coverage shall be provided
with the following CGL ISO ilar policy provision providing
equal to or broader than core e: C 04 (Waiver of Transfer of
Rights of Recovery Against ers to Us). �� //-
d. Subcontractors' Compliance: It is the respons� of the contractor to
insure that all subcontractors comply with all insurance ements.
e. Financial Stability: The policies of insurance shall tten on forms
acceptable to the City and placed with insurance carriers�orized by the
Insurance Department in the State of Florida. All insurance carriers must meet
a minimum financial AM Best company ram of no less than:
"A- Excellent: FSC V 11. City reserved the right but not the obligation to
reject any insurer providing coverage due to poor or deteriorating financial
condition.
The successful bidder must submit, no later than ten (10) days after award and prior to
commencemenit of any work, a Certificate of Insurance naming the City of Miami Gardens as
additional insured /wwwm %%
Article 9 Terms
%ective This Agreement shall ome upon the execution by both parties and shall
continue in force for an initial d of five (5) years.
This Agreement shall have an initial term of five (5) years, which commenced, on September 2,
2014, and ending on Septembert, 2019. This Agreement may be renewed for one (1) additional five
(5) year term upon mutual consent, evidenced by a written Amendment to this Agreement extending
the term hereof.
Article 10 Termination
The City may, for its convenience and without cause, terminate this Agreement by giving
Consultant written notice at least thirty (30) days prior to the effective date of the termination.
Upon written notice of the termination, Consultant shall provide only those services and incur
only those expenses specifically approved or directed in writing by the City Manager.
The City may, terminate this Agreement for cause immediately, and shall provide notice
as soon as possible to Consultant.
Consultant may terminate this Agreement by giving the City at least thirty (30) days prior
to the effective date of termination.
In the event of termination or expiration of this Agreement, Consultant and City shall
cooperate in good faith in order to effectuate a smooth and harmonious transition from
Consultant to the City or to any other person or entity the City may designate, and to maintain
during such period of transition that same services provide to the City pursuant to the terms of
this Agreement. AMOR 'OW/0'
Consultant will take all reasonable and neeess ctions to transfer all records, etc. and
data of the City its possession in an orderly fas �� either the City or its designee in a hard
ty P Y */� Y �
copy and computer format.
If either party terminates this Agre4
services provided through the date of termina
Article 11 Ownership] / /��
"WO
the City shall only pay Consultant for the
All inventions, discoveries, deliverables, intellectual property, technical communications
and records originated or prepared by Consultant pursuant to this Agreement including papers,
charts, computer pro %runs, and other documentation or improvements thereto shall be owned by
the City.
jiM,
Article 12 Modification/Amendment
This writing and exhibits contains the entire Agreement of the parties. No
representations were made or relied upon by either party, other than those that are expressly set
forth herein. , �� AWO
No agent, employee, or other representative of either party is empowered to modify and
amend the terms of this Agreement, unless executed in writing with the same formality as this
Document. No waiver of any provision of this Agreement shall be valid or enforceable unless
such waiver is in writing and signed by the party granting such waiver.
Article 13 Severability
If any term or provision of this Agreement shall to any extent be held invalid or illegal by
a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby,
and each term and provision of this agreement shall be valid and be enforced to the fullest extent
permitted by law.
Article 14 Governing Law
This Agreement shall be construed in accordance with and governed by the laws of the
State of Florida. Exclusive venue for any litigation shall be in Miami -Dade County, Florida.
Article 15 Waiver
The failure of either party to this Agreement to object to or to take a preoperative action
with respect to any conduct of the other which is in violation of the terms of this Agreement shall
not be construed as a waiver of the violation or breach, or of any future violation, breach or
wrongful conduct.
No waiver by the City of any provision of this Agreement shall be deemed to be a waiver
of any other provisions hereof or of any subsequent breach by Consultant of the same, or any
other provision or the enforcement thereof. The City's consent to or approval of any act by
Consultant requiring the City's consent or approv shall not be deemed to render unnecessary
the obtaining of the City's consent to or apps f any subsequent consent or approval of
Consultant, whether or not similar to the act s ented to or approved,,
Article 16 Notices /Authorized Representative
/l
Any notices required or permitted by this Agreement shall be in writ ng and shall be
deemed to have been properly given if transmitted by hand- delivery, by registered mail with
postage prepaid return receipt delivery, by registered or certified mail with postage prepaid
return receipt requested, or Federal Excess addressed to the parties at the following address:
/ / / /// Consultant-
Cameron City:
Cameron Benson, Ci ager George Wilson
City of Miami Gardens �// Chief Operating Officer
18605 NW nue �/j ' % / / / / / /j Public Safety Corporation
Miami 6 / 143 Paul Mellon Court
WaIdWf, MD 20602
Either party shall have the right to chime its address for notice purposes by sending written
notice of such change of address to the other party in accordance with the provisions herein.
Article 17 Independent Contractor
Consultant is and shall remain an independent contractor and is not an employee or agent
of the City. Services provided by Consultant shall be by employees of Consultant and nothing in
this Agreement shall in any way be interpreted or construed to deem said employees to be
agents, employees, or representatives of the City.
Consultant shall be responsible for all compensation, tax responsibilities, insurance
benefits, other employee benefits, and any other status or rights of its employees during the
course of their employment with Consultant. The rights granted to Consultant hereunder are
nonexclusive, and the City reserves the right to enter into agreements with other persons or
Consultants to perform services including those hereunder.
Article 18 Assignment
Subject to the provisions above, this Agreement shall not be assignable by Consultant.
Article 19 Prohibition Against Contingent Fees
Consultant warrants that it has no employees or retained any Consultant or person, other
than a bona fide employee working solely for Consultant, to solicit or secure this Agreement, and
that it has not paid or agreed to pay any person(s), Consultant, corporation, individual or
Consultant, other than a bona fide employee working solely for Consultant, any fee, commission,
percentage, gift, or any other consideration, con ' ent upon or %esulting from the award or
making of this Agreement.
Article 20 Attornevs Fees
Should any dispute arise hereunder, the City shall be entitled to request recovery against
the Consultant all costs, expenses and attorney's fees incurred by the City in such dispute,
whether or not suit be brought, and such right shall include all of such costs, expenses and
attorney's fees through all appeals or other actions.
jg
Article 21 Non - Discrimination
Consultant agrees to comply with all local and state civ rights ordinances and with Title
VI of the Civil Rights Act of 1964 as amended, the Americans with Disabilities Act of 1990, the
Age Discrimination Act of 1975. Consultant will not discriminate against any employee or
applicant for employment because of race, color, creed, religion, ancestry, national origin, sex,
disability or other handicap, age, marital /family status or status with regard to public assistance.
Consultant will take afproposerative action to insure that all employment practices are free from
such discrimination.
Article 22 Conflict of Interest
Consultant agrees to adhere to and be governed by the Miami -Dade County Conflict of
Interest Ordinance Section 2- 11.11, as amended, which is incorporated by reference herein as if
fully set forth herein, in connection with the Agreement conditions hereunder.
Article 23 Binding Effect
All of the terms and provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto, their respective assigns, successors, legal representatives, heirs and
beneficiaries, as applicable.
Article 24 Construction
This Agreement and the terms hereof shall be construed in accordance with the laws of
the State of Florida and venue for all actions in a court of competent jurisdiction shall lie in
Miami -Dade County, Florida.
Article 25 Entire Agreement
No statements, representations, warranties, either written or oral, from whatever source
arising, except as expressly stated in this Agreement, shall have any legal validity between the
parties or be binding upon any of them. The parties acknowledge that this Agreement contains
the entire understanding and agreement of the parties. No modifications hereof shall be effective
unless made in writing and executed by the p hereto with the same formalities as this
Agreement is executed. 7//// s ''.
Article 26
'% ' Z
Captions and paragraph headings contain this Agreement are nvenience and
reference only and in no way de scribe, extend or limit the scope intent of this
Agreement, nor the intent of any pro *of.
Article 27 Joint Preparation
The preparation of this Agreement has been a joint effort of the parties, and the resulting
document shall not, solely as a matter of j" construction,, be 'construed more severely
against one of the parties than the other. It is th ies' further intention that this Agreement be
construed liberally to achieve its intent.
Articl Counte%j
Th eement may be executed in one or more counterparts, each of which shall be
deemed an o but all of which shall constitute one and the same agreement.
Article 29
All exhibits attachedlereto or mentioned herein which contain additional terms shall be
deemed incorporated herein by reference. Typewritten or handwritten provisions inserted in this
form or attached hereto shall control all printed provisions in conflict therewith.
IN WITNESS WHEREOF, this Agreement is effective as of the date first written above.
WITNESSES:
Print Name:
ATTEST:
CITY
APPROVED AS
4 '00M
CITY ATTORNEY
CONSULTANT:
By:
Print
T i t I e:
Seal:
CITY OF MIAMI G
CITY MANAGER
Name:
r
4 SJ
1
TO: Sgt. Richard LaCerra, BSO District 12
From: Maggie Turner, Purchasing Specialist
Via; Julia Kayner - Dacosta, Purchasing Manager
Date: July 16, 2014
Re: False Alarm Billing and Collection Services RFP # 061314
On May 21, 2014, a Request For Proposal for False Alarm Billing and Collection Services was released.
Proposals were due at 2:30 PM on June 19, 2014, and were opened shortly thereafter. Three proposal
responses were received from:
• CryWolf
• PMAM Corporation
• Trax Financial
On July 16, 2014 the evaluation committee, Richard LaCerra, Sergeant BSO District 12, John Preston,
Fire Marshall, Wendy Garfinkle Brown, Crime Analyst, BSO District 12, and Denise Smith,
Administrative Specialist, met to review the proposal submissions. The proposal responses were
evaluated according to the criteria listed in the Request For Proposal, and included:
A. The documented demonstrated success in providing similar services to other agencies
50 points available
B. The quality of the correspondence provided to alarm users / elevator operators
5 Points available
C. The quality of reports to be provided to the City to permit oversight of the False Alarm
Reduction Program 20 points available
D. The ability to provide supporting documentation for the appeals and Special Magistrate
processes 5 points available
E. Price
20 points available
The final rankings are:
A B C D E Total
Cry Wolf
49.50
5.00
1
1 19.75
98.75
PMAM Corp
45.50
4.50
17.00
4.25
18.75
90.00
Trax Financial
0
.25
2.75
.75
4.00
7.75
I RESOLUTION NO. R- 2014-075
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY
4 OF OAKLAND PARK, FLORIDA, DETERMINING THAT CRY
5 WOLF IS THE MOST RESPONSIVE AND MOST RESPONSIBLE
6 BIDDER TO PROVIDE PROFESSIONAL SERVICES FOR
7 FALSE ALARM BILLING AND COLLECTION SERVICES FOR
8 THE CITY; PROVIDING THAT THE PROPER CITY OFFICIALS
9 ARE AUTHORIZED TO EXECUTE A CONTRACT FOR THE
10 PROJECT A COPY OF WHICH IS ATTACHED AS EXHIBIT
11 "A "; PROVIDING FOR CONFLICTS; PROVIDING FOR
12 SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE.
13
14 WHEREAS, the City has sought competitive bids for false alarm billing and
15 collection services for the City;
16
17 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
18 OF THE CITY OF OAKLAND PARK, FLORIDA, THAT:
19
20 SECTION 1. The foregoing "WHEREAS" clause is true and correct and hereby
21 ratified and confirmed by the City Commission. All exhibits attached hereto are hereby
22 incorporated herein.
23
24 SECTION 2. The City Commission of the City of Oakland Park, Florida hereby
25 accepts the recommendation as submitted by the City's Consultant and City's Staff and
26 determines that Cry Wolf is the most responsible and most responsive bidder for false
27 alarm billing and collection services for the City;
28
29 SECTION 3. The City Commission of the City of Oakland Park, Florida hereby
30 approves and authorizes the appropriate City official to execute a contract with Cry Wolf
31 in for approximately $30,000, for false alarm billing and collection services for the City;
32 a copy of the contract is attached hereto as Exhibit "A ".
33
34 SECTION 4. All Resolutions or parts of Resolutions in conflict herewith, be
35 and the same are repealed to the extent of such conflict.
36
Page 1 of 2
I SECTION 5. If any clause, section or other part of this Resolution shall be
2 held by any court of competent jurisdiction to be unconstitutional or invalid, such
3 unconstitutional or invalid part shall be considered as eliminated and in no way
4 effecting the validity of the other provisions of this Resolution.
5
6 SECTION 6. This Resolution shall become effective immediately upon its
7 passage and adoption.
8
9 PASSED AND ADOPTED BY THE CITY COMMISSION OF THE CITY
10 OF OAKLAND PARK, FLORIDA ON THIS 6th DAY OF AUGUST 2014.
11
12 CITY OF OAKLAND PARK, FLORIDA
13
14
15 5..
16 MAYOR SHARI L. MCC EY
17
18
19
20 J. SHANK YES
21 T. LONERGAN YES
22 S. GUEVREKIAN YES
23 J. ADORNATO YES
24 S. MCCARTNEY YES
25
26
27
28
29 ATTIE
30
31
32
33 AAE M. SHROUT, CM t, CITY CLERK
Page 2 of 2
AGREEMENT
THIS IS AN AGREEMENT, dated the 2nd day of September 2014, by and between:
THE CITY OF OAKLAND PARK, acting herein through its City Manager,
hereinafter called "OWNER ",
and
AOT Public Safety Corporation d/b /a Public Safety Corporation or CryWolf False
Alarm Solutions, a company authorized to do business in the State of Florida, with a
business address of 103 Paul Mellon Court, Waldorf, MD 20602, hereinafter
referred to as "CONTRACTOR."
WITNESSETH:
In consideration of the mutual terms and conditions, promises, covenants and payments hereinafter
set forth, CITY and CONTRACTOR agree as follows:
ARTICLE 1
PREAMBLE
In order to establish the background, context and form of reference for this Agreement, and to
generally express the objectives and intentions of the respective parties herein, the following
statements, representations, and explanations shall be accepted as predicates for the undertakings
and commitments included within the provisions which follow, and may be relied upon by the
parties as essential elements of the mutual considerations upon which this Agreement is based.
1.1 On March 19, 2014, the CITY adopted an Ordinance No.0- 2014 -002, amending Chapter 8
entitled "Miscellaneous Offenses and Provisions ", Section 8 -39 entitled "Alarm/Elevator Systems
of the CITY Code related to Alarm/Elevator Systems effective September 1, 2014 ( "Alarm
Ordinance ").
1.2 On May 21, 2014, the CITY advertised its Request for Proposals (RFP) relating to the
CITY's desire to hire a firm to provide False Alarm billing and collection services, attached hereto
as Exhibit "A ", and by this reference made a part hereof, for the said Request for Proposals
entitled:
Financial Services /Purchasing Division
False Alarm Billing and Collection
RFP # 061314
Page 1 of 19
1.3 On June 13, 2014, the CONTRACTOR provided a Proposal in response to the CITY's
RFP, attached hereto as Exhibit "B ", and by this reference made a part hereof. As described in
Exhibit B, the CONTRACTOR created and markets the proprietary and patented (U.S. Patent No.
6,856,246) software system called CryWole ( "Software"), an integrated suite of software
applications operating in a Windows -based environment, designed to assist False Alarm/Elevator
Rescue reduction managers and planners in government agencies and industry in accessing
information relevant to False Alarm/Elevator Rescues, and which has been developed at
CONTRACTOR's private expense for the commercial marketplace and is not in the public domain.
1.4 The CITY's Selection Committee met on or about July 16, 2014, and selected the
CONTRACTOR as the most responsive CONTRACTOR to the CITY's RFP.
1.5 On August 6, 2014, the CITY approved the selection of the CONTRACTOR to provide the
CITY the False Alarm/Elevator Rescue billing and collection services described in Exhibit "B ".
1.5 The CONTRACTOR desires to accept such engagement and the parties agree to the
provisions herein.
ARTICLE 2
SERVICES AND RESPONSIBILITIES
2.1 CONTRACTOR hereby agrees to perform the False Alarm/Elevator Rescue
Administration Services ( "Services ") requested by the CITY as more particularly described in
Exhibit "A" attached hereto, and its Response to the RFP, attached hereto and made a part
hereof as Exhibit "B ".
2.2 CONTRACTOR shall schedule regular meetings with CITY representatives during the term
of this Agreement as needed to discuss the Services.
2.3 CONTRACTOR shall famish all services, labor, equipment, and materials necessary and as
may be required in the performance of this Agreement, except as otherwise specifically provided
for herein, and all work performed under this Agreement shall be done in a professional manner.
2.4 CONTRACTOR hereby represents to CITY, with full knowledge that CITY is relying upon
these representations when entering into this Agreement with CONTRACTOR, that
CONTRACTOR has the professional expertise, experience and manpower to perform the Services
to be provided by CONTRACTOR pursuant to the terms of this Agreement.
2.5 CONTRACTOR hereby represents to CITY that CONTRACTOR is properly licensed by
the applicable federal, state, and local agencies to provide the services under this Agreement.
Furthermore, CONTRACTOR agrees to maintain such licenses during the term of this Agreement.
If CONTRACTOR's licenses are revoked, suspended, or terminated for any reason by any
governmental agency, CONTRACTOR shall notify the CITY immediately.
Page 2 of 19
2.6 CONTRACTOR hereby agrees to conduct all work and services under this Agreement in
accordance with all the applicable federal, state, and local laws or regulations. A violation of any
federal, state, or local law or regulation may be cause for breach, allowing the CITY to terminate
this Agreement.
2.7 Both parties expect that the False Alarm/Elevator Rescue Billing Collection Services will
be fully implemented and operational within one hundred and twenty (120) days from the date the
CITY executes this Agreement and agree to work expeditiously to accomplish this schedule.
ARTICLE 3
PROTECTION OF CITY'S PROPERTY
3.1 To the extent necessary for the performance of the Services, the CONTRACTOR shall
protect the CITY's property from all damage whatsoever on account of CONTRACTOR's
performance of services carried on under this Contract.
3.2 Names, addresses, type of alarm, identification information of any alarm monitoring
company, or identification information of any person cited under the Alarm Ordinance shall not
be released, exhibited or sold to any third party by CONTRACTOR. If such disclosure is
compelled or required in any judicial or administrative proceeding, the CONTRACTOR shall,
before disclosing such information, first notify the CITY and give the CITY an opportunity to
object to the disclosure. In the event the CITY objects to such disclosure, it shall notify the
CONTRACTOR that it will indemnify it for any costs and expense incurred, including, without
limitation, the cost of attorney fees expended in the defense of any action or proceeding, or
relating to the refusal to disclose such information.
3.3 All data received hereunder shall be made a part of the CITY's permanent records and
files and preserved therein for a period in accordance with the requirements of Florida law, The
CITY will notify the CONTRACTOR of the required retention time in writing at the beginning
of the Agreement term and, in the event these requirements change, as soon as those changes are
approved by the appropriate Florida State or Municipal agency.
ARTICLE 4
PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
4.1 The CITY shall be licensed and authorized to use the Software and any additional specific
customization and development provided as part of the Services, all in accordance with
EXHIBIT A and EXHIBIT B. The license shall cover all the Software, including, without
limitation, software interfaces and software modifications. The scope of the license is non-
transferable and non - exclusive and is authorized by CONTRACTOR for use by the CITY to
access its False Alarm/Elevator Rescue information.
Page 3 of 19
4.2 The CITY shall have the right to use the Software in accordance with the Services for so
long as the CONTRACTOR provides Services to the CITY or in accordance with the
Termination provisions in this Agreement. This license shall apply for the duration of the
Agreement and any extensions provided for herein or agreed to in writing by the parties. In the
event the business relationship with CONTRACTOR is terminated or ended for any reason, the
CITY's license rights to use the Software shall likewise terminate except as provided for in this
Agreement.
4.3 The proprietary information of both parties, CONTRACTOR and CITY, is and shall
remain the valuable intellectual property of each respective party. Except as required by law,
neither party shall disclose any such information to any third party for any reason without the
express written consent of the other party and shall only use proprietary information for intemal
purposes to facilitate and assist CONTRACTOR and the CITY in the administration of the
Alarm Ordinance. In addition, the parties shall provide reasonable safeguards to protect their
respective software, hardware systems and data from unauthorized intrusion by third parties.
4.4 The Software is protected under the Copyright and Patent laws of the United States, and
as extended by treaty, with Canada. The CITY may not copy, or allow anyone else to copy or
otherwise reproduce, any part of the Software without the prior written consent of the
CONTRACTOR, except to store and/or install a copy of the Software on a storage device, such
as a network server, used only to run the Software on other computers over an internal network
and except for two copies for back -up or archive purposes.
4.5 The CITY may copy the licensed Software as necessary to its hard disks or other such
storage medium to efficiently operate the Software on the CITY's single -user system, multiple -
user system, or network. The Software shall be copied as a whole, and the use of the copies shall
be governed by this Agreement. All other copying is prohibited.
4.6 The CITY may not reverse engineer, decompile, or disassemble the Software. The
Software is licensed as a single product. Its component parts may not be separated.
4.7 The CITY shall assure that CONTRACTOR's notices of intellectual property (e.g.,
patent, trademark, and copyright notices) provided by CONTRACTOR, if any, shall remain
visible on the Software when displayed electronically, or when output created by it, is printed for
distribution to persons or organizations outside the normal scope of the Alarm Ordinance.
4.8 This Agreement shall be subject to Chapter 119 of the Florida Statutes and in the event of
any conflicts, the Statute shall prevail.
ARTICLE 5
CITY RESPONSIBILITIES
Page 4 of 19
5.1 The CITY shall cooperate with and assist the CONTRACTOR by providing management
decisions affecting implementation of the Services within ten (10) business days of receipt of
CONTRACTOR's request for a decision, as well as providing personnel, information, approvals,
and acceptances in accordance with a mutually - agreed Implementation Plan to be developed by
CONTRACTOR and the CITY at the start of the Services.
5.2 The CITY shall provide the CONTRACTOR with CAD Records, any appeals records and
other alarm incident information in accordance with the terms of a mutually- agreed
implementation plan and in a mutually- agreed electronic format, as necessary and proper, to
allow the CONTRACTOR to effectively provide the Services needed to enforce the Alarm
Ordinance.
5.3 To facilitate effective communication between the CITY and the CONTRACTOR, and in
accordance with the Alarm Ordinance, the CITY shall designate an Alarm Administrator. The
Alarm Administrator shall have the power and authority to make decisions relating to the
Services. A secondary Alarm Administrator will also be designated to act on behalf of the
Alarm Administrator when the primary Alarm Administrator is unavailable.
ARTICLE 6
TERM AND TERMINATION
6.1 This Agreement shall have an initial term of five (5) years, commencing on September 2,
2014, and ending on September 1, 2019.
6.2 This Agreement may be renewed for one (1) additional five (5) year term upon mutual
consent, evidenced by a written Amendment to this Agreement extending the term hereof.
6.3 Subject to the default notice requirements in Article 10, this Agreement may be terminated
by either party for cause, upon written notice, in which event the CONTRACTOR shall be paid its
compensation for services performed to termination date subject to the indemnification
requirements of this Agreement. In the event that the CONTRACTOR abandons this Agreement or
the CITY terminates the Agreement for cause, the CONTRACTOR shall indemnify the CITY
against any loss pertaining to this termination up to a maximum of the full fee earned after the date
that a notice of cause is provided by the CITY. Upon any such termination, all finished or
unfinished documents, data, studies, surveys, and reports prepared by CONTRACTOR shall
become the property of the CITY and shall be delivered by CONTRACTOR to the CITY.
6.4 If the CITY substantially changes the Alarm Ordinance by reducing or eliminating the
system of permit, False Alarm/Elevator Rescue and penalty fees collected through its
administrative process, the CONTRACTOR can provide thirty (30) days prior written notice that
False Alarm/Elevator Rescue fee collections are not being made in accordance with this
Agreement. If such enforcement procedures and/or collection obligations are not changed to the
Page 5 of 19
reasonable satisfaction of the CONTRACTOR, the CONTRACTOR may terminate this
Agreement for cause after a further thirty (30) day written notice to the CITY.
6.5 If the CONTRACTOR is entitled to terminate this Agreement, the CONTRACTOR shall
offer the CITY an option, which must be exercised within thirty (30) calendar days after the
Notice of Termination, to purchase a conditional, uninterrupted, non - exclusive and non-
transferable license to use the proprietary Software as necessary to support and administer the
CITY's Alarm Ordinance conditional on the payment of initial and annual license and services
fees at the CONTRACTOR's then prevailing rates and terms.
ARTICLE 7
COMPENSATION AND METHOD OF PAYMENT
7.1 CITY agrees to compensate CONTRACTOR for all Services performed by
CONTRACTOR as follows:
7.1.1 As consideration for its performance of the Services pursuant to this Agreement,
CONTRACTOR shall be entitled to receive the following percentages of all revenue collected in
accordance with the CITY'S False Alarm/Elevator Rescue Ordinance during the term of this
Agreement.
Range of Collections
Based on Annual Collection Periods
% Collections
0-$60,000
33%
$60,001 - $120,000
25%
$120,001 and above
18%
Only bank fees and credit card fees (if any) will be paid from gross collections before revenue
sharing percentages are applied. Citizen overpayments (if any) will be maintained in the program
bank account for refund or application to other charges as authorized by the CITY. The graduated
percentages in the table above will be applied incrementally, for example $195,000 of collections in
an annual contract period would yield the following CONTRACTOR revenue share: 33% of the
first $60,000 + 25% of the next $60,000 + 18% of the next $75,000, or a total annual
CONTRACTOR compensation of $48,300 (24.7 %) in this example. The annual collection periods
shall begin on the effective date of this Agreement and on each subsequent annual anniversary date.
Page 6 of 19
7.2 Method of Billing and Payment. Payments of the CONTRACTOR and CITY revenue
shares shall be remitted electronically, e.g. ACH transfer, each month for their respective share of
the revenues collected by the alarm program during the previous month, upon approval by the
CITY of the monthly invoice prepared by CONTRACTOR.
ARTICLE 8
CHANGES IN SCOPE OF WORK
8.1 CITY or CONTRACTOR may request changes that would increase, decrease, or otherwise
modify the Scope of Services, to be provided under this Agreement as described in Article 2 of this
Agreement. These changes may affect compensation accordingly. Such changes or additional
services must be in accordance with the provisions of the Code of Ordinances of the CITY, and
must be contained in a written amendment, executed by the parties hereto, with the same formality
and with equality and dignity prior to any deviation from the terms of this Agreement, including the
initiation of any additional or extra work.
8.2 In no event will the CONTRACTOR be compensated for any additional work which has
not been described in a separate written agreement executed by the parties hereto.
ARTICLE 9
INDEMNIFICATION
9.1 The CONTRACTOR agrees to indemnify and hold harmless the CITY, its trustees, elected
and appointed officers, agents, servants and employees, from and against any and all claims,
demands, or causes of action whatsoever, and the resulting losses, costs, expenses, reasonable
attorneys' fees, liabilities, damages, orders, judgments, or decrees, sustained by the CITY or any
third party arising out of, or by reason of, or resulting from the CONTRACTOR's negligent acts,
errors, or omissions.
9.2 The CONTRACTOR shall indemnify CITY for all loss, damage, expense or liability
including, without limitation, court costs and attorneys' fees that may result by reason of any
infringement or claim of infringement of any patent, trademark, copyright, trade secret or other
proprietary right relating to services famished pursuant to this Agreement. The CONTRACTOR
will defend and/or settle at its own expense, with legal counsel reasonably acceptable to the
CITY, any action brought against the CITY to the extent that it is based on a claim that products
or services furnished to CITY by the CONTRACTOR pursuant to this Agreement, or if any
portion of the services or goods related to the performance of the service becomes unusable as a
result of any such infringement or claim. Any infringement or claim that renders any portion of
the services to be performed by this agreement to be unusable shall be grounds for default of this
Agreement.
9.3 The parties recognize that various provisions of this Agreement, including but not
necessarily limited to this Section, provide for indemnification by the CONTRACTOR and requires
Page 7 of 19
a specific consideration be given therefore. The parties therefore agree that the sum of Ten Dollars
and 00 /100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for
such indemnities, and the providing of such indemnities is deemed to be part of the specifications
with respect to the services to be provided by CONTRACTOR. Furthermore, the parties
understand and agree that the covenants and representations relating to this indemnification
provision shall survive the term of this Agreement and continue in full force and effect as to the
party's responsibility to indemnify for events occurring during the term of this Agreement for a
period of not less than five (5) years after expiration or termination of the Agreement.
ARTICLE 10
INSURANCE
10.1 CONTRACTOR shall not commence performance hereunder until it has obtained all
insurance required under this paragraph and such insurance has been approved by the Risk Manager
of the CITY nor shall the CONTRACTOR allow any subcontractor, if applicable, to commence
work on his subcontract until all similar such insurance required of the subcontractor has been
obtained and approved.
10.2 Certificates of Insurance reflecting evidence of the required insurance shall be filed with the
CITY's Risk Manager prior to the commencement of this Agreement. These Certificates shall
contain a provision that coverages afforded under these policies will not be cancelled until at least
forty-five days (45) prior written notice has been given to the CITY. Policies shall be issued by
companies authorized to do business under the laws of the State of Florida. Financial Ratings must
be not less than "A -VI" in the latest edition of "Best Key Rating Guide," published by A.M. Best
Guide.
10.3 Insurance shall be in force until the obligations required to be fulfilled under the terms of
the Agreement are satisfied. In the event the insurance certificate provided indicates that the
insurance shall terminate and lapse during the period of this Agreement, then in that event, the
CONTRACTOR shall finnish, at least forty-five (45) days prior to the expiration of the date of such
insurance, a renewed certificate of insurance as proof that equal and like coverage for the balance of
the period of the Agreement and extension thereunder is in effect. The CONTRACTOR shall not
commence nor continue to provide any services pursuant to this Agreement unless all required
insurance remains in full force and effect. CONTRACTOR shall be liable to CITY for any lapses
in service resulting from a gap in insurance coverage.
10.4 REQUIRED INSURANCE
10.4.1 Comprehensive General Liability insurance to cover liability bodily injury and
property damage. Exposures to be covered are premises, operations, products\completed
operations, and certain contracts. Coverage must be written on an occurrence basis, with the
following limits of liability:
Page 8 of 19
A. Bodily Injury
1. Each Occurrence $1,000,000
2. Annual Aggregate $1,000,000
B. Property Damage
1. Each Occurrence $1,000,000
2. Annual Aggregate $1,000,000
C. Personal Injury
Annual Aggregate $1,000,000
D. Completed Operations and Products
Liability shall be maintained for
E. Property Damage Liability Insurance
shall include Coverage for the following
hazards: X - explosion, C - Collapse,
U - underground.
10.4.2 Worker's Compensation Insurance shall be maintained during the life of this
contract to comply with statutory limits for all employees. The following limits must be
maintained:
A. Worker's Compensation
B. Employer's Liability
Statutory
$100,000 each accident
$500,000 Disease - policy limit
$100,000 Disease -each employee
If CONTRACTOR claims to be exempt from this requirement, CONTRACTOR shall provide
CITY proof of such exemption along with a written request for CITY to exempt CONTRACTOR,
written on CONTRACTOR letterhead.
10.4.3 Comprehensive Auto Liability — coverage shall include owned, hired and non -
owned vehicles.
A. Bodily Injury
1. Each Occurrence $1,000,000
2. Annual Aggregate $1,000,000
B. Property Damage
1. Each Occurrence $1,000,000
2. Annual Aggregate $1,000,000
Page 9 of 19
10.5 CONTRACTOR shall name the CITY, as an additional insured on each of the policies
required herein and shall hold the CITY, its agents, officers and employees harmless on account of
claims for damages to persons, property or premises arising out of the services provided hereunder.
10.6 Any insurance required of CONTRACTOR pursuant to this Agreement must also be
required by any sub - contractor in the same limits and with all requirements as provided herein,
including naming the CITY as an additional insured, in any work is subcontracted unless such
subcontractor is covered by the protection afforded by the CONTRACTOR and provided proof of
such coverage is provided to CITY. The CONTRACTOR and any subcontractors shall maintain
such policies during the term of this Agreement.
10.7 The CITY reserves the right to require any other insurance coverage it deems necessary
depending upon the exposures.
ARTICLE 11
INDEPENDENT CONTRACTOR
This Agreement does not create an employee /employer relationship between the parties. It
is the intent of the parties that the CONTRACTOR is an independent contractor under this
Agreement and not the CITY's employee for all purposes, including but not limited to, the
application of the Fair Labor Standards Act minimum wage and overtime payments, Federal
Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the
provisions of the Internal Revenue Code, the State Workers' Compensation Act, and the State
unemployment insurance law. The CONTRACTOR shall retain sole and absolute discretion in the
judgment of the manner and means of carrying out CONTRACTOR's activities and responsibilities
hereunder provided, further that administrative procedures applicable to services rendered under
this Agreement shall be those of CONTRACTOR, which policies of CONTRACTOR shall not
conflict with CITY, H.U.D., or United States policies, rules or regulations relating to the use of
CONTRACTOR's Funds provided for herein. The CONTRACTOR agrees that it is a separate and
independent enterprise from the CITY, that it has full opportunity to find other business, that it has
made its own investment in its business, and that it will utilize a high level of skill necessary to
perform the work. This Agreement shall not be construed as creating any joint employment
relationship between the CONTRACTOR and the CITY and the CITY will not be liable for any
obligation incurred by CONTRACTOR, including but not limited to unpaid minimum wages
and/or overtime premiums.
ARTICLE 12
DEFAULT OF CONTRACT & REMEDIES
12.1 Default of Contract. The occurrence of any one or more of the following events shall
constitute a default and breach of this Agreement by CONTRACTOR:
Page 10 of 19
12.1.1 The abandonment, unnecessary delay, refusal of, or failure to comply with any of
the terms of this Agreement or neglect, or refusal to comply with the instructions of the Public
Services Director relative thereto.
12.1.2. The failure by CONTRACTOR to observe or perform any of the terms, covenants,
or conditions of this Agreement to be observed or performed by CONTRACTOR, where such
failure shall continue for a period of thirty (30) days after written notice thereof by CITY to
CONTRACTOR; provided, however, that if the nature of CONTRACTOR's default is such that
more than thirty (30) days are reasonably required for its cure, then CONTRACTOR shall not be
deemed to be in default if CONTRACTOR commences such cure within said thirty (30) day period
and thereafter diligently prosecutes such cure to completion.
12.1.3. The assignment and/or transfer of this Agreement or execution or attachment
thereon by CONTRACTOR or any other party in a manner not expressly permitted hereunder.
12.1.4. The making by CONTRACTOR of any general assignment or general arrangement
for the benefit of creditors, or the filing by or against CONTRACTOR of a petition to have
CONTRACTOR adjudged a bankruptcy, or a petition for reorganization or arrangement under any
law relating to bankruptcy (unless, in the case of a petition filed against CONTRACTOR, the same
is dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take possession
of substantially all of CONTRACTOR's assets, or for CONTRACTOR' interest in this Agreement,
where possession is not restored to CONTRACTOR within thirty (30) days; for attachment,
execution or other judicial seizure of substantially all of CONTRACTOR' assets, or for
CONTRACTOR's interest in this Agreement, where such seizure is not discharged within thirty
(30) days.
12.2 Remedies in Default. If the abandonment, delay, refusal, failure, or neglect is not cured
within thirty (30) days of when notice was sent by CITY, CITY may declare a default of the
Agreement and notify the CONTRACTOR of such declaration of default and terminate the
Agreement. Upon such declaration of default, all funds remaining due and payable to the CITY
from collections by CONTRACTOR shall be immediately paid to CITY.
ARTICLE 13
BANKRUPTCY
It is agreed that if the CONTRACTOR is adjudged bankrupt, either voluntarily or
involuntarily, then this Agreement shall terminate effective on the date and at the time the
bankruptcy petition is filed. It is expressly agreed that the sums collected by CONTRACTOR
pursuant to the Services performed under this Agreement, less the CONTRACTOR'S fee as
described in section 5 are at all times property of the CITY on which the CITY shall have a lien
during such time as the funds are in possession of CONTRACTOR.
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ARTICLE 14
DISPUTE RESOLUTION
14.1 Upon the occurrence of any dispute or disagreement between the parties hereto arising out
of or in connection with any term or provision of this Agreement, the subject matter hereof, or
the interpretation or enforcement hereof (the "Dispute "), the parties shall engage in informal,
good faith discussions and attempt to resolve the Dispute. In connection therewith, upon written
notice of either party, each of the parties will appoint a designated officer whose task it shall be
to meet for the purpose of attempting to resolve such Dispute. The designated officers shall meet
as often as the parties shall deem to be reasonably necessary. Such officers will discuss the
Dispute. If the parties are unable to resolve the Dispute in accordance with this Section 13. 1, and
in the event that either of the parties concludes in good faith that amicable resolution through
continued negotiation with respect to the Dispute is not reasonably likely, then the parties may
mutually agree to submit to binding or nonbinding arbitration or mediation.
14.2 Arbitration. In addition to any other remedy provided hereunder, the CITY, at its option,
may use arbitration to resolve any controversy or claim arising out of or relating to this Contract if
arbitration is elected by the CITY. Any controversy or claim arising out of or relating to this
Contract, or breach thereof; may be settled by arbitration in accordance with the rules of the
American Arbitration Association and judgment upon the award rendered by the arbitrators may be
entered into by any court having jurisdiction thereof. In the event arbitration is elected by the
CITY, such controversy or claim shall be submitted to one arbitrator selected from the National
Panel of The American Arbitration Association.
14.3 Operations Durine Dispute.
14.3.1 In the event that a dispute, if any, arises between the CITY and the CONTRACTOR
relating to this agreement performance or compensation hereunder, the CONTRACTOR shall
continue to render service and remit payments in full compliance with all terms and conditions of
this agreement as interpreted by the CITY regardless of such dispute.
14.3.2 The CONTRACTOR expressly recognizes the paramount right and duty of the
CITY to enforce its False Alarm/Elevator Rescue ordinance and the collection of fines pursuant
thereto, and further agrees, in consideration for the execution of this Agreement, that in the event of
such a dispute, if any, it will not seek injunctive relief in any court, but will negotiate with the CITY
for an adjustment on the matter or matters in dispute and, upon failure of said negotiations to
resolve the dispute, may present the matter to a court of competent jurisdiction in an appropriate
suit therefore instituted by it or by the CITY.
14.3.3 Notwithstanding the other provisions in this Section, the CITY reserves the right to
terminate the Agreement at any time, whenever the service provided by the CONTRACTOR fails
to meet reasonable standards of the trade after the CITY gives written notice to the
CONTRACTOR of the deficiencies as set forth in Section 10.1.2.
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ARTICLE 15
MISCELLANEOUS
15.1 License for CITY Information. CONTRACTOR acknowledges that the names, logos,
service marks, trademarks, trade dress, trade names and patents, whether or not registered, now
or hereafter owned by or licensed to CITY are proprietary marks and CONTRACTOR will not
use the marks for any purpose except as expressly permitted in writing by the CITY. Upon
termination of this Agreement, CONTRACTOR shall immediately and permanently discontinue
the use and display of any marks.
15.2 Ownership of Documents. Reports, surveys, studies, and other data provided in
connection with this Agreement are and shall remain the property of CITY, whether or not the
project for which they are made is completed.
15.3 Leeal Representation. It is acknowledged that each party to this agreement had the
opportunity to be represented by counsel in the preparation of this Agreement, and accordingly, the
rule that a contract shall be interpreted strictly against the party preparing same shall not apply
herein due to the joint contributions of both parties.
15.4 Records. CONTRACTOR shall keep such records and accounts and require any and all
subcontractors to keep records and accounts as may be necessary in order to record complete and
correct entries as to personnel hours charged to this engagement, and any expenses for which
CONTRACTOR expects to be reimbursed. Such books and records will be available at all
reasonable times for examination and audit by CITY and shall be kept for a period of three (3) years
after the termination or expiration of this Agreement or renewals thereof. In the event of litigation
relating to the services provided through this Agreement, the records shall be maintained until
conclusion of the litigation. Incomplete or incorrect entries in such books and records will be
grounds for disallowance by CITY of any fees or expenses based upon such entries.
15.5 Assienments, Amendments. This Agreement, and any interests herein, shall not be
assigned, transferred or otherwise encumbered by CONTRACTOR without the prior written
consent of CITY, which shall not be unreasonably withheld. For purposes of this Agreement, the
purchase of a majority of the assets or stock of the CONTRACTOR by a third party shall not
constitute an assignment which requires CITY approval. However, this Agreement shall run to the
CITY and its successors and assigns.
It is further agreed that no modification, amendment, or alteration in the terms or conditions
contained herein shall be effective unless contained in a written document executed with the same
formality and of equal dignity herewith.
15.6 No ContinEent Fees. CONTRACTOR warrants that it has not employed or retained any
company or person, other than a bona fide employee working solely for the CONTRACTOR to
Page 13 of 19
solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company,
corporation, individual or firm, other than a bona fide employee working solely for
CONTRACTOR any fee, commission, percentage, gift, or other consideration contingent upon or
resulting from the award or making of this Agreement. For the breach or violation of this
provision, the CITY shall have the right to terminate the Agreement without liability at its
discretion, to deduct from the contract price, or otherwise recover the full amount of such fee,
commission, percentage, gift or consideration.
15.7 Notice. Whenever any party desires to give notice unto any other party, it must be given by
written notice, sent by certified United States mail, with return receipt requested, addressed to the
party for whom it is intended and the remaining party, at the places last specified, and the places for
giving of notice shall remain such until they shall have been changed by written notice in
compliance with the provisions of this section. For the present, the CONTRACTOR and the CITY
designate the following as the respective places for giving of notice:
CITY: David Hebert, City Manager
City of Oakland Park
3650 N.E. 12th Avenue
Oakland Park, Florida 33334
Telephone No. 954- 630 -4209
Facsimile No. 954 -630 -4215
Contractor: George Wilson
Chief Operating Officer
Public Safety Corporation
103 Paul Mellon Court
Waldorf, MD 20602
Telephone No. (240) 607 -1400
Facsimile No. (301) 638 -9319
15.8 Binding Authority. Each person signing this Agreement on behalf of either party
individually warrants that he or she has full legal power to execute this Agreement on behalf of the
party for whom he or she is signing, and to bind and obligate such party with respect to all
provisions contained in this Agreement.
15.9 Headings. Headings herein are for the convenience of reference only and shall not be
considered in any interpretation of this Agreement.
15.10 Exhibits. Each Exhibit referred to in this Agreement forms an essential part of this
Agreement. The exhibits if not physically attached should be treated as part of this Agreement and
are incorporated herein by reference.
Page 14 of 19
15.11 Severability. If any provision of this Agreement or application thereof to any person or
situation shall to any extent, be held invalid or unenforceable, the remainder of this Agreement, and
the application of such provisions to persons or situations other than those as to which it shall have
been held invalid or unenforceable, shall not be affected thereby, and shall continue in full force
and effect, and be enforced to the fullest extent permitted by law.
15.12 Governing Law. This Agreement shall be governed by the laws of the State of Florida
with venue lying in Broward County, Florida.
15.13 Extent of Agreement. This Agreement represents the entire and integrated agreement
between the CITY and the CONTRACTOR and supersedes all prior negotiations, representations
or agreements, either written or oral.
15.14 Waiver. Failure of the CITY to insist upon strict performance of any provision or condition
of this Agreement, or to execute any right therein contained, shall not be constructed as a waiver or
relinquishment for the future of any such provision, condition, or right, but the same shall remain in
full force and effect.
15.15 Attorney's Fees. In the event that either party brings suit for enforcement of this
Agreement, each party shall be responsible for its own attorney's fees and court costs and any other
remedy afforded by law.
15.16 Cooperative Purchases. This Agreement may be used by other government agencies. The
CONTRACTOR has agreed to offer similar services to other agencies under the same terms and
conditions as stated herein except that the revenue share percentage (Compensation) may be
negotiated between the CONTRACTOR and other agencies based on the specific revenue
expectations, agency reimbursed costs, and other agency requirements. The CITY will in no way
whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of
purchases by such agencies.
[Remainder of Page Intentionally Blank]
Page 15 of 19
IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day
and year first written above.
ATT ST:
�T.ft.T�tCity �- a, Clerk Z0 `� ° 7
APPROVED TO
OFFIC T CITY ORNEY
Witness: ja
Print Name
STATE OF g�
ss:
COUNTY OF SV trip, ,ts )
PUBLIC S +E Y CORPORATION
BY:
Print Name:
Title: U 6 0
BEFORE ME, an officer duly authorized by law to administer oaths and take
acknowledgments, personally appeared . \& -- as C )o of
C"' j? , a company authorized to conduct business in the
State of Florida, and acknowledged execution of the foregoing Agreement as the proper official of
Pyo v f L'). : S %RA4 C c)p , for the use and purposes mentioned in it and affixed
the official seal of the corporation, and that the instrument is the act and deed of that corporation.
IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State
and County aforesaid on this day of
Donna C.Valentine
Notary Public
My Commission Expires
September 11, 2017
St. Mary's County, MD
NOTARY PU LIC
(Name of Notary Typed, Printed or Stamped)
Page 16 of 19
Exhibit A
FALSE ALARM/ELEVATOR RESCUE BILLING AND COLLECTION SERVICES
PURPOSE
The purpose of this Scope of Services is to describe the duties and responsibilities of Public
Safety Corporation ( "CONTRACTOR "), and the CITY of Oakland Park, Florida ( "CITY ").
CONTRACTOR RESPONSIBILITIES
CONTRACTOR will be responsible for the daily operation of the False Alarm/Elevator Rescue
Reduction Program. This will include, but may not be limited to:
1. Initially importing electronically into CONTRACTOR's alarm processing system
( "CryWolf) database alarm system registration / permit data obtained from CITY and/or alarm
companies, as authorized by CITY;
2. Registering and updating alarm permits in accordance with the CITY Alarm Ordinance
( "Ordinance "). Permit registrations may be processed by mail and/or online;
3. Importing daily into the CONTRACTOR alarm billing system, False Alarm/Elevator
Rescue incident data (in formats prescribed by CONTRACTOR) extracted from Broward
County's CAD /911 System;
4. Initializing, maintaining, securing and backing up Program databases including alarm
registration and incident data, alarm - related financial transactions and accounts receivable
information. CONTRACTOR will comply with the provisions of the Ordinance, and update
Program business rules to comply with any Ordinance changes;
5. Processing False Alarm/Elevator Rescue incident data, including the matching of False
Alarm/Elevator Rescue incidents with the alarm system registration / permit database maintained
by CONTRACTOR;
6. Billing and corresponding with alarm users in accordance with the Alarm Ordinance
provisions. This will include but may not be limited to notifications of False Alarm/Elevator
Rescues, invoices, and delinquent payment notices;
7. Providing CITY - specific information on False Alarm/Elevator Rescue reduction and
Ordinance requirements in False Alarm/Elevator Rescue notices / warning letters sent to alarm
users;
8. Creating and hosting a CITY False Alarm/Elevator Rescue reduction program website
that allows alarm users to learn how to reduce False Alarm/Elevator Rescues, appeal actions and
charges, request and renew alarm system permits, access alarm account information, and pay
alarm fees and fines;
9. Answering telephone inquiries from CITY alarm users that are placed to a False
Alarm/Elevator Rescue program toll -free customer service number;
10. Processing fee / penalty payments mailed to and deposited in a mutually agreeable bank
lockbox and received from other payment channels, e.g. online, as agreed on by CONTRACTOR
and CITY, and applying these payments to alarm accounts;
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11. Supporting alarm hearings and appeals by notifying CITY of any such appeals, providing
a City Alarm Program representative with documentation supporting noticing/billing decisions;
and updating the system with the disposition of any hearing results;
12. Providing and maintaining computer equipment, software, mailing equipment and
furniture at the Program processing facilities;
13. Providing CITY secure, online, on -demand access to alarm management information and
reports including, but not limited to, alarm account transaction history, registration/permit and
suspension information, and financial transactions/balances with format and content specified by
the CryWolfo Alarm Management System and the designated Bank, and agreed on between
CITY and CONTRACTOR; and,
14. Performing special collection functions as approved by CITY such as retaining third party
collection agency or providing delinquent account information to other City agencies.
CONTRACTOR is responsible for all costs of carrying out these responsibilities including, but
not limited to, the costs of staff, facilities, equipment, postage (limited to standard, U.S. Postal
first -class rates) and consumable supplies. Only bank (institution approved by CITY) and credit
card fees, and third party collection costs (if any), e.g. collection agency fee; and will be shared
by the parties in accordance with the revenue share percentages described in ARTICLE 5. Citizen
overpayments (if any) will be maintained in the bank account until refunded or applied to
outstanding alarm invoices as authorized by the CITY.
CITY RESPONSIBILITIES
1. Appointing a CITY Alarm Administrator ( "Administrator ") who will be the primary point
of contact between CONTRACTOR and CITY. The Administrator is responsible for overseeing
CONTRACTOR's operation of the False Alarm/Elevator Rescue Management Services Program
( "Program ") and accessing Program information, as needed, via CONTRACTOR provided
online access;
2. Requesting Alarm Companies to provide alarm system registration information and
supporting CONTRACTOR, as needed, to ensure that Alarm Companies comply with alarm
system information requests;
3. Making any and all decisions about alarm call response, determining whether calls are
False Alarm/Elevator Rescues, providing any on -scene communication of alarm related
information to alarm users, and for ensuring that alarm related information is documented within
the County CAD /911 system;
4. Extracting False Alarm/Elevator Rescue incident data from the CAD /911 System and
ensuring that this information is transferred electronically to CONTRACTOR (via email or
CONTRACTOR FTP site). CITY staff is also responsible for entering, or causing to be entered,
into the CAD /911 System any False Alarm/Elevator Rescue related information that CITY may
choose to display to CAD /911 System operators through the CAD /911 System;
5. Scheduling, conducting and making appeal decisions for any False Alarm/Elevator
Rescue hearings;
6. Conducting any general, City wide, public education programs on False Alarm/Elevator
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Rescues; and,
7. Transferring any and all financial information from the Program generated alarm reports
to other CITY financial systems, as needed.
CITY is responsible for all costs of carrying out these responsibilities, including, but not limited
to the costs of staff, facilities, computer equipment, postage and consumable supplies.
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