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2017-100-3205 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 (Yes) (No) (Yes) (No) (Yes) (No) No+ PCe -s (Yes) (No) (Yes) (No) ✓ (Yes) (No) v (Yes) (No) i4 �,1IAMI C �O \ zoo 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. Page 11 of 19 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. Page 12 of 19 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; Page 17 of 19 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 Page 18 of 19 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. Page 19 of 19