HomeMy WebLinkAboutAgenda Report - March 7, 2018 C-07TM
CITY OF LODI
COUNCIL COMMUNICATION
AGENDA ITEM
c2-7
AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Agreement For
Administration of the False Alarm Management Program with PMAM Corporation
($13,600)
MEETING DATE: March 7, 2018
PREPARED BY: Police Chief
RECOMMENDED ACTION:
Adopt Resolution authorizing City Manager to execute agreement
with PMAM Corporation, to process alarm permits, send annual
notices for commercial alarm permit renewals, administer false
alarm training, bill and collect false alarm fees from violators, and
manage alarm contacts for the Lodi Police Department. The
contract will be for a period of five years.
BACKGROUND INFORMATION: On April 28, 2015, the Police Department made a presentation at
the Shirtsleeve meeting about the growing problem of false alarms
and the desire to modify the existing Lodi Municipal Code alarm
ordinance in order to address the issue. From the outcome of this meeting the Police Department, with
the City Attorney's assistance, updated the Lodi Municipal Code Chapter 15.56 — Alarm Systems
and Permits on May 3, 2017, and held a public hearing to establish new fees associated with the updated
ordinance on August 2, 2017. The department is now interested in contracting with a third -party vendor
to manage the alarm permit and false alarm management program much like our parking citation
processing vendor.
In 2002, the Police Department assumed all alarm permit and false alarm billing and collection duties
from the Finance Division and has been managing fee collection by utilizing a program designed for data
collection that can be uploaded to the department's Records Management System (RMS) database.
This program is currently not working as designed, and after the retirement of the program's creator, it is
questionable as to whether it can be repaired. One of the Police Partners manages the entire false alarm
program and with the data collection program not working they are using an Excel spreadsheet to track
new permits and existing permittee contact information. This Excel spreadsheet does not upload into
RMS and is not convenient for the Department to quickly look up permittee contacts when an officer is
dispatched to an alarm. It has become clear that the Police Department does not have the resources or a
digital program to track the information needed to make this program work as it is intended.
With the updated ordinance and new fees in place, the Police Department requested bids from three
false alarm management companies on November 11, 2017. PMAM, Cry Wolf, and Digital Design Group
were the only three options available after internet research and recommendations from other
jurisdictions.
APPROVED:
ephen auer, City Manager
Adopt Resolution Authorizing City Manager to Execute Agreement For Administration of the False Alarm
Management Program with PMAM Corporation ($13,600)
March 7, 2018
Page 2
SERVICES REQUESTED:
• Process new residential and commercial alarm permits
• Send annual notices for commercial alarm permit renewals
• Administer false alarm training
• Send courtesy notices to violators and collect revenue
• Manage alarm contacts
• Web -based database for permittee and alarm companies
• Provide bi-lingual customer service
• Provide an online payment and appeals process
• Create statistical reports
SELECTION PROCESS:
One vendor did not respond to the request for a bid, however, proposals were acquired from PMAM and
Cry Wolf. The proposals were reviewed and compared by Police Department representatives and emails
were sent to the vendor's references for review.
COSTS & ANALYSIS:
Pricing
Cry Wolf
PMAM
87/13 Split
Does not include cost
of mailing, bank fees,
credit card fees, and
citizen overpayments.
Bi-directional inter -face
with Superion - $10,500
Experience
19 years
75/25 Split
All inclusive
Notes
13 years
Scope of
Services
Custom website design
Custom website design
PM AM's website seemed
less set-up intensive that
would benefit the
department due to limited
resources
Works with LPD's RMS
Database
Works with LPD's RMS
Database
No -cost bi-directional
inter -face offered by
PMAM
Generates on-going
billing for businesses
Permit registration:
online, mail, and phone
Generates on-going
billing for businesses
Annual billing included
with both RFPs
Permit registration:
online, mail, and phone
Self-service reports for
the City to access
Self-service reports for
the City to access
Adopt Resolution Authorizing City Manager to Execute Agreement For Administration of the False Alarm
Management Program with PMAM Corporation ($13,600)
March 7, 2018
Page 2
"Alarm School"
provided by website, it
will provide continuing
alarm education
"Alarm School" provided
with CD, online, bill
inserts, and high
violator identification
CD/DVD beneficial for
residents without access
to internet
Mobile App
Mobile App
Available for citizens and
responders
PMAM's pricing scenario is all inclusive making it more stable and easier to manage. It is unknown if
postal charges, or credit card processing fees would increase in the next five years making it hard to
project the City's revenue from Cry Wolf. PMAM offered additional benefits including no -cost bi-
directional interface with our RMS database; saving the City $10,500 and allowing dispatchers to have
real-time contact information for alarm permittees and alarm management companies. They also offer a
CD/DVD false alarm "school" for folks who may not have internet services and cannot take a class online.
Lastly, PMAM had superior references compared to Cry Wolf. It is important to note that one of Cry
Wolf's references is currently switching to PMAM and another is looking to change due to Cry Wolf's
continuous failure to fix problems.
Staff recommends that the City Council authorize the City Manager to execute an agreement for
administration of the false alarm management program with PMAM Corporation for the period March 1,
2018 through February 28, 2023.
FISCAL IMPACT:
The cost will be offset through alarm permit fees and false alarm
fine revenue. The department anticipated the alarm program to
generate approximately $27,000 in on-going Commercial Permit
Fees and an estimated $27,400 in false alarm fines, making the
estimated annual contract value to be $13,600.
FUNDING AVAILABLE: Not applicable.
Tod Patterson
Police Chief
AGREEMENT FOR PROFESSIONAL SERVICES
ARTICLE 1
PARTIES AND PURPOSE
Section 1.1 Parties
THIS AGREEMENT is entered into on , 2018, by and between the CITY
OF LODI, a municipal corporation (hereinafter "CITY"), and PMAM Corporation, a Texas
corporation whose address is 5430 LBJ Freeway, Suite 370 Dallas, TX 75240
(hereinafter "CONTRACTOR").
Section 1.2 Purpose
CITY selected the CONTRACTOR to provide the services required in
accordance with attached Scope of Services, Exhibit A, attached and incorporated by
this reference.
CITY wishes to enter into an agreement with CONTRACTOR for False Alarm
Program Management (hereinafter "Project") as set forth in the Scope of Services
attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide
such services to CITY.
ARTICLE 2
SCOPE OF SERVICES
Section 2.1 Scope of Services
CONTRACTOR, for the benefit and at the direction of CITY, shall perform the
Scope of Services as set forth in Exhibit A.
Section 2.2 Time For Commencement and Completion of Work
CONTRACTOR shall commence work pursuant to this Agreement, upon receipt
of a written notice to proceed from CITY or on the date set forth in Section 2.6,
whichever occurs first, and shall perform all services diligently and complete work under
this Agreement based on a mutually agreed upon timeline or as otherwise designated in
the Scope of Services.
CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other
work products as may be designated in the Scope of Services.
CONTRACTOR shall not be responsible for delays caused by the failure of CITY
staff to provide required data or review documents within the appropriate time frames.
The review time by CITY and any other agencies involved in the project shall not be
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counted against CONTRACTOR's contract performance period. Also, any delays due to
weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall
remain in contact with reviewing agencies and make all efforts to review and return all
comments.
Section 2.3 Meetings
CONTRACTOR shall attend meetings as may be set forth in the Scope of
Services.
Section 2.4 Staffing
CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's
capabilities and on the qualifications of CONTRACTOR's principals and staff as
identified in its proposal to CITY. The Scope of Services shall be performed by
CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified
by CONTRACTOR of any change of Project Manager and CITY is granted the right of
approval of all original, additional and replacement personnel at CITY's sole discretion
and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff
prior to any change.
CONTRACTOR represents it is prepared to and can perform all services within
the Scope of Services (Exhibit A) and is prepared to and can perform all services
specified therein. CONTRACTOR represents that it has, or will have at the time this
Agreement is executed, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature are legally required for CONTRACTOR to practice its profession, and
that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of
this Agreement all such licenses, permits, qualifications, insurance and approvals, and
shall indemnify, defend and hold harmless CITY against any costs associated with such
licenses, permits, qualifications, insurance and approvals which may be imposed against
CITY under this Agreement.
Section 2.5 Subcontracts
Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter
into any subcontract with any other party for purposes of providing any work or services
covered by this Agreement.
Section 2.6 Term
The initial term of this Agreement shall be for a period of five (5) years
commencing on the Contract Implementation Date (as hereinafter defined) and ending
on the day immediately preceding the second anniversary of the Contract
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Implementation Date (the 'Initial Term"), subject to earlier termination as set forth
herein. Upon the expiration of the Initial Term, this Agreement shall be subject to two (2)
extensions from year to year thereafter (each an "Extended Term") on the same terms
and conditions as set forth herein, unless either party notifies the other in writing at least
sixty (60) days prior to the expiration of the Initial Term or the Extended Term, as
applicable, that such party will not further extend the term of this Agreement. As used
herein, the term "Contract Implementation Date" shall mean the first day of the
calendar month for which CONTRACTOR commences billing for its Services to the CITY
hereunder following the installation of the False Alarm Management Program.
ARTICLE 3
COMPENSATION
Section 3.1 Compensation
CONTRACTOR's compensation for all work under this Agreement shall conform
to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by
this reference.
CONTRACTOR shall not undertake any work beyond the scope of this
Agreement unless such additional work is approved in advance and in writing by CITY.
Section 3.2 Method of Payment
The compensation payable to CONTRACTOR hereunder shall be paid in
accordance with the provisions of Exhibit "B" hereto.
Section 3.3 Costs
The Fee Proposal shall include all reimbursable costs required for the
performance of the Scope of Services. Payment of additional reimbursable costs
considered to be over and above those inherent in the original Scope of Services shall
be approved in advanced and in writing, by CITY.
Section 3.4 Auditing
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CITY reserves the right to periodically audit all charges made by CONTRACTOR
to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to
furnish CITY, or a designated representative, with necessary information and assistance
needed to conduct such an audit.
CONTRACTOR agrees that CITY or its delegate will have the right to review,
obtain and copy all records pertaining to performance of this Agreement.
CONTRACTOR agrees to provide CITY or its delegate with any relevant information
requested and shall permit CITY or its delegate access to its premises, upon reasonable
notice, during normal business hours for the purpose of interviewing employees and
inspecting and copying such books, records, accounts, and other material that may be
relevant to a matter under investigation for the purpose of determining compliance with
this requirement. CONTRACTOR further agrees to maintain such records for a period of
three (3) years after final payment under this Agreement.
ARTICLE 4
MISCELLANEOUS PROVISIONS
Section 4.1 Nondiscrimination
In performing services under this Agreement, CONTRACTOR shall not
discriminate in the employment of its employees or in the engagement of any sub
CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital
status, national origin, ancestry, age, or any other criteria prohibited by law.
Section 4.2 ADA Compliance
In performing services under this Agreement, CONTRACTOR shall comply with
the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well
as all applicable regulations and guidelines issued pursuant to the ADA.
Section 4.3 Indemnification and Responsibility for Damage
CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold
harmless CITY, its elected and appointed officials, directors, officers, employees and
volunteers from and against any claims, damages, losses, and expenses (including
reasonable attorney's fees and costs), arising out of performance of the services to be
performed under this Agreement, provided that any such claim, damage, loss, or
expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any
subcontractor employed directly by CONTRACTOR, anyone directly or indirectly
employed by any of them, or anyone for whose acts they may be liable, except those
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injuries or damages arising out of the active negligence, sole negligence, or sole willful
misconduct of the City of Lodi, its elected and appointed officials, directors, officers,
employees and volunteers. CITY may, at its election, conduct the defense or participate
in the defense of any claim related in any way to this indemnification. If CITY chooses at
its own election to conduct its own defense, participate in its own defense, or obtain
independent legal counsel in defense of any claim related to this indemnification,
CONTRACTOR shall pay all of the costs related thereto, including without limitation
reasonable attorney fees and costs. The defense and indemnification obligations
required by this Agreement are undertaken in addition to, and shall not in any way be
limited by the insurance obligations set forth herein.
Notwithstanding any other obligation of CONTRACTOR hereunder, in no event
shall CONTRACTOR be liable for any special, consequential or punitive damages,
including loss of fees, profits or income, arising directly or indirectly out of the provision
or non -provision of Services or Special Services hereunder, whether or not
CONTRACTOR had any knowledge that such damages might be incurred, provided,
however, the limitations on the indemnification obligations of CONTRACTOR set forth in
this Section shall not apply to the obligation of CONTRACTOR to pay the CITY its share
of the collected revenues as set forth in this Agreement.
Section 4.4 No Personal Liability
Neither the City Council, nor any other officer or authorized assistant or agent or
City employee shall be personally responsible for any liability arising under this
Agreement.
Section 4.5 Responsibility of CITY
CITY shall not be held responsible for the care or protection of any material or
parts of the work described in the Scope of Services prior to final acceptance by CITY,
except as expressly provided herein.
Section 4.6 Insurance Requirements for CONTRACTOR
CONTRACTOR shall take out and maintain during the life of this Agreement,
insurance coverage as set forth in Exhibit C attached hereto and incorporated by this
reference.
Section 4.7 Successors and Assigns
CITY and CONTRACTOR each bind themselves, their partners, successors,
assigns, and legal representatives to this Agreement without the written consent of the
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others. CONTRACTOR shall not assign or transfer any interest in this Agreement
without the prior written consent of CITY. Consent to any such transfer shall be at the
sole discretion of CITY.
Section 4.8 Notices
Any notice required to be given by the terms of this Agreement shall be in writing
signed by an authorized representative of the sender and shall be deemed to have been
given when the same is personally served or upon receipt by express or overnight
delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class
or certified mail, postage prepaid, addressed to the respective parties as follows:
To CITY:
City of Lodi
221 West Pine Street
P.O. Box 3006
Lodi, CA 95241-1910
Attn: Jennelle Baker
To CONTRACTOR: PM AM Corporation
5430 LBJ Freeway, Suite 370
Dallas, Tx 75240
Attn: Michael Marzouk
Section 4.9 Cooperation of CITY
CITY shall cooperate fully and in a timely manner in providing relevant
information it has at its disposal relevant to the Scope of Services.
Section 4.10 CONTRACTOR is Not an Employee of CITY
CONTRACTOR agrees that in undertaking the duties to be performed under this
Agreement, it shall act as an independent contractor for and on behalf of CITY and not
an employee of CITY. CITY shall not direct the work and means for accomplishment of
the services and work to be performed hereunder. CITY, however, retains the right to
require that work performed by CONTRACTOR meet specific standards without regard
to the manner and means of accomplishment thereof.
Section 4.11 Termination and Effect of Termination
4.11.1 The CITY shall inform CONTRACTOR in writing, if
CONTRACTOR fails to perform its duties under this Agreement with a ninety (90) days
window to correct the problem. Contractor shall remedy the problem to the reasonable
satisfaction of the CITY within ninety (90) days from the receipt of such notice. Should
CONTRACTOR fail to remedy the problem within ninety (90) days, the CITY may
terminate this Agreement.
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4.11.2 CONTRACTOR'S Fee Schedule and pricing for any and all
Services to be provided by CONTRACTOR to the CITY under this Agreement have been
set, established and agreed to be based upon the current provisions of applicable CITY
ordinances relating to alarms. Should said ordinances change at any time during the
term of this Agreement to reduce the applicable fee, fines and charges, then the
CONTRACTOR reserves the express right to enter into good faith negotiations with the
CITY to modify the Fee Schedule and pricing accordingly. If, within thirty (30) days of
notice from CONTRACTOR to the CITY of its desire to so renegotiate, the parties are
unable to reach an agreement mutually acceptable to both parties, then CONTRACTOR
reserves the right to terminate this Agreement. Said termination shall not be deemed to
be a default by CONTRACTOR under this Agreement, and CONTRACTOR shall be paid
all fees and costs due and owing CONTRACTOR as of the date of said termination.
4.11.3 CONTRACTOR may terminate this Agreement upon written notice
to the CITY if the CITY misuses or attempts to appropriate the proprietary software of
CONTRACTOR.
4.11.4 If this Agreement is terminated as provided herein, the CITY may
require CONTRACTOR to provide all finished and/or unfinished data and other
information of any kind possessed by CONTRACTOR in connection with the
performance of Services under this Agreement. CONTRACTOR shall be required to
provide such information within a reasonable period of time of receipt of the request not
to exceed thirty (30) days. Specifically, in the event the CITY shall terminate this
Agreement:
4.11.4a. All data relating to alarm permits shall be owned by the
CITY. Upon termination of this Agreement, CONTRACTOR shall promptly deliver to the
CITY all data in MS -SQL format.
4.11.4b. CONTRACTOR retains all right and title to the
Application software, including but not limited to, all publication rights, all development
rights, all reproductions rights, and all rights that may follow from the commercial
development of the software. The CITY does not acquire any ownership rights to the
Application software. The Software is protected in favor of PMAM, as well as any future
registered trademarks, are trademarks of PMAM.
4.11.4c. The proprietary software is considered loaned to the
CITY during the duration of this Agreement as laid out in this Agreement and the CITY
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will not have any access to PMAM's proprietary software after the conclusion of the
Agreement.
4.11.4d. The CITY shall pay CONTRACTOR all fees and costs
due and owing CONTRACTOR as of the date of said termination. CITY shall assume no
liability for costs, expenses or lost profit resulting from services not completed or for
contracts entered into by CONTRACTOR with third parties in reliance upon this
Agreement.
4.11.4e. The provisions of this Section shall survive the
termination of this Agreement.
Section 4.12 Confidentiality
CONTRACTOR agrees to maintain confidentiality of all work and work products
produced under this Agreement, except to the extent otherwise required by law or
permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents
owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or
"Proprietary", except to the extent otherwise required by law or permitted in writing by
CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California
Public Records Act.
Section 4.13 Applicable Law, Jurisdiction, Severability, and Attorney's Fees
This Agreement shall be governed by the laws of the State of California.
Jurisdiction of litigation arising from this Agreement shall be venued with the San
Joaquin County Superior Court. If any part of this Agreement is found to conflict with
applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict
with said laws, but the remainder of this Agreement shall be in force and effect. In the
event any dispute between the parties arises under or regarding this Agreement, the
prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's
fees from the party who does not prevail as determined by the San Joaquin County
Superior Court.
Section 4.14 City Business License Requirement
CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020
requires CONTRACTOR to have a city business license and CONTRACTOR agrees to
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secure such license and pay the appropriate fees prior to performing any work
hereunder.
Section 4.15 Captions
The captions of the sections and subsections of this Agreement are for
convenience only and shall not be deemed to be relevant in resolving any question or
interpretation or intent hereunder.
Section 4.16 Integration and Modification
This Agreement represents the entire understanding of CITY and
CONTRACTOR as to those matters contained herein. No prior oral or written
understanding shall be of any force or effect with respect to those matters covered
hereunder. This Agreement may not be modified or altered except in writing, signed by
both parties.
Section 4.17 Contract Terms Prevail
All exhibits and this Agreement are intended to be construed as a single
document. Should any inconsistency occur between the specific terms of this
Agreement and the attached exhibits, the terms of this Agreement shall prevail.
Section 4.18 Severability
The invalidity in whole or in part of any provision of this Agreement shall not void
or affect the validity of any other provision of this Agreement.
Section 4.19 Ownership of Documents
All documents, photographs, reports, analyses, audits, computer media, or other
material documents or data, and working papers, whether or not in final form, which
have been obtained or prepared under this Agreement, shall be deemed the property of
CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such
documents during CONTRACTOR's regular business hours. Upon termination or
completion of services under this Agreement, all information collected, work product and
documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days.
CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any
liability resulting from CITY's use of such documents for any purpose other than the
purpose for which they were intended.
Section 4.20 Authority
The undersigned hereby represent and warrant that they are authorized by the
parties to execute this Agreement.
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Section 4.21 Federal Transit Funding Conditions
❑ If the box at left is checked, the Federal Transit Funding conditions attached as
Exhibit D apply to this Agreement. In the event of a conflict between the terms of this
Agreement or any of its other exhibits, and the Federal Transit Funding Conditions, the
Federal Transit Funding Conditions will control.
IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this
Agreement as of the date first above written.
ATTEST:
CITY OF LODI, a municipal corporation
JENNIFER M. ROBISON STEPHEN SCHWABAUER
City Clerk City Manager
APPROVED AS TO FORM: PMAM Corporation
JOHN P. FUKASAWA, Deputy City Attorney
By: By:
Name: Pankaj Kumar
Title: CEO
Attachments:
Exhibit A — Scope of Services
Exhibit B — Fee Proposal
Exhibit C — Insurance Requirements
Exhibit D — Federal Transit Funding Conditions (if applicable)
Funding Source: 10031004.72450
(Business Unit & Account No.)
Doc ID:
CA:Rev.07.2014
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Exhibit A
Scope of Work and Requirements
Scope of Work:
It will be the Contractor's responsibility to provide, install, and operate the Professional Services
Alarm Management Services Program based on a "False Alarm Management Solution" system
hereafter referred to as a FAMS system and all other necessary equipment and services on a
"software as a service" basis. The Contractor shall accurately convert all pertinent data
downloaded from the City's current primary alarm and accounts/receivable databases to
populate the FAMS system. Effective interfaces shall ensure that all parties share and benefit
from the most current and accurate information.
Contractor shall provide appropriate supplies and services including but not limited to;
1. Single point of contact and daily resident assistance
2. Maintenance of databases:
a. Alarm permits
b. Permit Holders
c. Permit Holders with outstanding charges
d. Non -permitted locations with outstanding charges
e. Address verification database
3. Collection of payments in accordance with the rates established by the alarm ordinance,
and any implementing resolutions or orders, as may be amended from time to time by
the City
4. Performance of all the billing in accordance with the City's alarm ordinance, as may be
amended from time to time by the City
5. Generation of the following reports including but not limited to:
a. New alarm permits issued and fees collected
b. Annual permit renewals billed and fees collected
c. Permits inactivated or revoked and reason for inactivation or revocation
d. Permits reinstated and reason for reinstatement
e. Number of false burglar alarms
f. Number of false burglar alarms billed and fees collected
g. Number of false robbery alarms
h. Number of false robbery alarms billed and fees collected
i. Number of reinstatement fees billed and fees collected
j. False burglary and/or robbery alarms for permit owners
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k. False burglary and/or robbery alarms for non -permitted owners
I. Suspension or revocation Report for permit holders as per ordinance, if applicable
6. System functionality to capture the following information:
a. Permit number
b. Permit issue date
c. Permit expiration date
d. Permit type (residential / commercial)
e. Name of business or residential permit holder
f. Site
1) Street address and zip code of property
2) Type of property (residential / commercial)
3) Telephone numbers
4) Contact persons (minimum of 2) and phone number(s)
5) Type of alarm system installed (burglary, panic, robbery)
g. Billing
1) Name
2) Full mailing address (includes zip code)
3) Contact person and phone number(s)
h. Permit Holder Responsible for Alarm
1) Name
2) Complete mailing address
3) Phone numbers
i. Name and telephone number of alarm monitoring company
j. Name and telephone number of company that installed the alarm system
k. Special Medical Concerns
I. Pet Information
7. System functionality to generate notices to alarm users without permits
8. Transfer on line and/or via magnetic media a skeleton version of entire registration
database from FAMS system to RMS including the following:
1) Permit number (or non -permitted identifier)
2) Name of permit holder
3) Location of permit holder
4) Permit status
5) Expiration date
6) Last false alarm incident date and time
7) Alarm type (i.e., burglar, panic, etc.)
8) False alarm incident count
9. Transfer on line and/or via magnetic media incident records from RMS to FAMS
including:
1) Incident number
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2) Priority
3) Call code
4) Disposition
5) Date
6) Time:
(a) Received
(b) Dispatched
(c) Arrived
(d) Cleared
7) Remarks
8) Site name and address
9) Reportee name, address, phone number
10) Dispatcher- employee number and terminal
11) Phone clerk - employee number and terminal
12) Cleared code and disposition (true/false)
13) Officer number
14) Unit(s) assigned
Collection requirements and provisions:
CONTRACTOR will design, implement and maintain a system to serve as the billing and
collections agent and accounts receivable (A/R) manager for the City Alarm Program
Administration and Collection Service. The Contractor will provide all hardware, software,
materials, supplies, space, and staff resources as required. The system will meet the following
collection specifications:
1. Bill format will provide stub or appropriate remittance form to accompany payment.
2. Bill format, permit forms, envelopes and related correspondence will identify the
location of a Contractor staffed and maintained office so the customer may have the
ability to obtain direct answers to questions about their bills and related false alarm
system information.
3. All bills, correspondence and related matters will be approved by the City.
4. Bills will be due in time lines specified in the ordinance and or rules and regulations as
appropriate.
5. Records of bills will be retained by Contractor to apply to Account Receivable system
(NR) to be maintained by Contractor.
6. Contractor will develop an A/R file, which the City will have access to review at any
time.
7. System functionality for the City to print a bill for customers wishing to make payments
at the walk in cashier location(s) of the City and to provide on-line information to the
Contractor regarding such payments so that Contractor can maintain A/R file.
8. Contractor will provide the ability for customer to pay on-line, by mail and via walk-in
cashier.
9. Payments made by mail will be directed to a P.O. Box address in California maintained
and managed by the Contractor, unless and until the City directs that such payments be
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directed to a lock box address established by the City.
10. Contractor system will track NSF or insufficient fund check occurrences and
occurrences where customer stop payments have been ordered.
11. Contractor will provide system for billing the customer for the appropriate NSF or
insufficient fund check fee charges and charges for stop payment situations.
12. Notwithstanding the foregoing, the Services provided hereunder do not extend to any
debt collection activities in the event the property owner does not pay the amount of the
invoice submitted by Contractor. Any such debt collection activities shall be performed
by an independent contractor selected either by (i) the Contractor with the prior written
consent of the City or its designee, or (ii) the City or its designee or agent upon written
notice to the Contractor.
Processing:
The Contractor shall provide the services covered under this Agreement and Scope from its
offices in California and make available hardware and software and services necessary to
establish and provide the Alarm Program Administration and Collection Service.
Contractor's Obligation:
In addition to the above, the Contractor shall:
1. Maintain the proposed equipment, hardware, and software, documentation, and support
services for the equipment installed, including the timely incorporation of all engineering
changes.
2. Supply the City with an interface document describing the type, size, location, and medium
of transfer from the City RMS.
3. Defer to the city regarding the waiver of any false alarm fee incurred where there is
question about the validity of any response or action taken by an employee(s) of the City
regarding a specified alarm call.
4. When possible, reports shall be produced based on the entry of variable parameters.
Threshold fields shall allow a specific date range or other criteria. When possible, all
report searches, shall allow for multiple parameters..
Training
1. The Contractor shall provide training for the City and Police employees. Training shall be
conducted in several sessions on an as needed basis.
System Coordination
1. The Contractor shall coordinate with the City's Finance Department, Information
Services and the City Police Department to develop a system that will allow walk-in
payments under the Agreement.
2. The Contractor shall provide during the life of the Agreement on-going computer
hardware, software support and maintenance to ensure uninterrupted operation. In the
unlikely event of interruption, Contractor will make best efforts to restore service within
12
seventy-two (72) hours
3. The Contractor under this Agreement shall establish and provide public education,
awareness and information regarding the City's Alarm Management Program.
City Licensing Fees
1. The City acknowledges and agrees that Contractor shall be exempt from any applicable
City license fees in performing its services hereunder.
Exhibit "B"
Pricing and Receipt of Collections
This is a revenue sharing contract. The Contractor shall retain the percentages and amounts
listed in the table below of all collections and remit the percentage balance and amounts listed
in the table below to the City for the total of the actual revenues generated and collected for the
City during the life of this Agreement including all adjustments for:
a. Alarm permit and renewal fees;
b. False alarms violation fee above a mandated limit;
c. Reinstatement fees;
d. Late fee for false alarms, permit fees and renewal fees
e. Other charges imposed by the City in relation to the City's
f. Alarm Program Management and Collection Services
(except for criminal penalties).
City of Lodi
CONTRACTOR Corporation
% 15
% a5
The City and Contractor shall share the revenue generated from fees, fines, and penalties as
described above; provided that all bank charges incurred in connection with the Services
rendered under this Agreement by Contractor shall be paid by the program before the foregoing
split of fees.
The City shall pay Contractor a $25 processing fee for each refund check processed by
Contractor through the Program (the "Processing Fee") promptly upon receipt of an invoice
from Contractor for such Processing Fee.
In addition, the City shall reimburse Contractor for its out-of-pocket postage expenses incurred
by Contractor in performing its services to the City hereunder promptly upon receipt of an
invoice from Contractor for such postage expense. At the election of Contractor, Contractor may
submit an invoice to the City for such postage expense or Processing Fee and deduct and offset
such amount(s) from the percentage amount to the City hereunder.
13
Contractor reserves the right to renegotiate this pricing should the City change the fee schedule
for the false alarm ordinance.
The City acknowledges that Contractor is installing the Program at no cost the City.
Consequently, in the event the City terminates this Agreement within 12 months from the
Effective Date for any reason other than the failure of Contractor to perform its Services
hereunder that has not been cured by Contractor within 30 days of receipt of written notice of
the problem, Contractor shall be entitled to receive, and the City shall pay to Contractor, the
fees that Contractor would have received hereunder for a period of 12 months Tess the number
of months, if any, that Contractor was paid its fees hereunder prior to the termination of this
Agreement (the "Guaranteed Period"). If this Agreement is terminated after the Contract
Implementation Date, the amount of the fees to be paid to Contractor shall be the average of the
monthly fees retained by Contractor prior to termination of this Agreement multiplied by the
number of months remaining in the Guaranteed Period. If this Agreement is terminated prior to
the Contract Implementation Date, the amount of fees to be paid to Contractor shall be the
amount of the fees projected by the parties to be retained by Contractor during the Guaranteed
Period at the time this Agreement was executed. The amount of any fees payable to Contractor
pursuant to the provisions of this paragraph shall be paid by the City upon termination this
Agreement unless the parties agree to have such amount paid in equal monthly installments
over an agreed period of time. The provisions of this paragraph shall survive the termination of
this Agreement.
The share of the revenues payable to Contractor and the City in accordance with the provisions
of this Exhibit B shall be determined and paid monthly within 15 days after the end of each
calendar month during the Term hereof based upon the amount of collections during the
immediately preceding calendar month, adjusted for any outstanding authorized
reimbursements or expenses payable to Contractor in accordance with the terms of this
Agreement.
14
EXHIBIT C
NOTE: The City of Lodi is now using the online insurance program PINS Advantage. Once you have been
awarded a contract you will receive an email from the City's online insurance program requesting you to
forward the email to your insurance provider(s). Please see attached flyer regarding PINS Advantage.
Insurance Reauirements for Contractor The Contractor shall take out and maintain during the life of this
Agreement, insurance coverage as listed below. These insurance policies shall protect Contractor and any
subcontractor performing work covered by this Agreement from claims for damages for personal injury, including
accidental death, as well as from claims for property damages, which may arise from Contractor's operations under
this Agreement, whether such operations be by Contractor, or by any subcontractor, or by anyone directly or
indirectly employed by either of them. In the event Contractor's insurance cannot fully cover any hired subconsultants,
the terms of insurance herein shall be requirements for the subconsultant. The amount of such insurance shall be as
follows:
1. COMPREHENSIVE GENERAL LIABILITY
$2,000,000 Each Occurrence
$4,000,000 General Aggregate
2. ERRORS AND OMISSIONS / TECHNOLOGY
$2,000,000 Per Claim
$4,000,000 Annual Aggregate
Covering all acts, errors, omissions, negligence, network security and privacy risks, including but not limited to
unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or other
negligence in the handling of confidential information, privacy perils, and including coverage for related
regulatory defense and penalties; data breach expenses, and payable whether incurred by City of Lodi or
Contractor, including but not limited to consumer notification, whether or not required by law, computer forensic
investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation
services in the performance of services for, or on behalf of, City of Lodi.
Such insurance shall be maintained in force at all times during the term of the agreement and provide an
Extended Reporting Period (ERP) for a period of one year thereafter, for services completed during the term of
the agreement.
When project specific insurance is required, all limits are to be designated strictly for the City of Lodi, its elected
and appointed boards, commissions, officers, agents, employees, and volunteers. All deductibles or self-insured
retentions (SIR) must be disclosed to City's Risk Manager for approval and shall not reduce the limits of liability set
forth hereinabove. Insurance policies containing any deductible or SIR provision shall provide, or be endorsed to
provide, that the deductible or SIR may be satisfied by either the Named Insured(s) or the City of Lodi.
It is required that any available insurance proceeds broader than or in excess of the specified minimum insurance
coverage requirements and/or limits set forth above, shall be available to City as an additional insured. Furthermore,
the requirements for coverage and limits shall be (i) the minimum coverage and limits specified in these insurance
requirements; or (ii) the broader coverage and maximum limits of coverage of any insurance policy or proceeds
available to the Contractor; whichever is greater.
Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims
period following termination of coverage which is at least consistent with the claims period or statutes of limitations
found in the California Tort Claims Act (California Government Code Section 810 et seq.).
A copy of the certificate(s) of insurance with the following endorsements shall be furnished to the City:
Insurance Reauirements for Contractor (continued)
(a) Additional Named Insured Endorsement
Pursuant to a separate endorsement (ISO form CG 2010 (11/85) or a later version, that provides commercial
general liability coverage at least as broad as this form) such insurance as is afforded by this policy shall also
apply to the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and
volunteers as additional named insureds. An additional named insured endorsement is also required for Auto
Liability.
(b) Primary and Non -Contributory Insurance Endorsement
Additional insurance coverage under the Contractor's commercial general liability and automobile liability policy
shall be "primary and non-contributory" and will not seek contribution from City's insurance or self-insurance and
Page 1 1 of 2 pages I Risk: rev.08.28.2017
shall be at least as broad as ISO form CG 20 01 04 13.
NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221 West Pine
Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a
description of the project that it is insuring.
(c) Waiver of Subrogation
Include a waiver of subrogation against the City of Lodi, its elected and appointed boards, commissions,
officers, agents, employees, and volunteers. A waiver is required for General Liability and Auto Liability.
(d) Completed Operations Endorsement
For three years after completion of project, a certificate of insurance with a Completed Operations
Endorsement, CG 20 37 07 04, will be provided to the City of Lodi.
(e) Limits of Coverage
The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess
insurance. Any umbrella or excess insurance of Contractor shall contain, or be endorsed to contain, a provision
that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the
City's own insurance or self-insurance shall be called upon to protect the City as a named insured.
(f) Severability of Interest Clause
The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall
not operate to increase the limit of the company's liability under the Contractors commercial general liability and
automobile liability policies.
(g)
Notice of Cancellation or Change in Coverage Endorsement
This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written
notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi,
CA 95240.
(h) Continuity of Coverage
All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days
prior to the expiration of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or
extended policy has been obtained which meets the minimum requirements of this Agreement. Contractor shall
provide proof of continuing insurance on at least an annual basis during the Term. If Contractor's insurance
lapses or is discontinued for any reason, Contractor shall immediately notify the City and immediately obtain
replacement insurance.
(i) Failure to Comply
If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage,
the City may obtain the insurance. Contractor shall reimburse the City for premiums paid, with interest on the
premium paid by the City at the maximum allowable legal rate then in effect in California. The City shall notify
Contractor of such payment of premiums within thirty (30) days of payment stating the amount paid, the name(s)
of the insurer(s), and rate of interest. Contractor shall pay such reimbursement and interest on the first (1st) day
of the month following the City's notice. Notwithstanding any other provision of this Agreement, if Contractor
fails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of
insurance, the City may terminate this Agreement upon such breach. Upon such termination, Contractor shall
immediately cease use of the Site or facilities and commence and diligently pursue the removal of any and all of
its personal property from the site or facilities.
(j) Qualified Insurer(s)
All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in
the State of California which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are acceptable
to the City. Non -admitted surplus lines carriers may be accepted provided they are included on the most recent
list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements.
Workers Compensation Insurance The Contractor shall take out and maintain during the life of this Agreement,
Worker's Compensation Insurance for all of Contractor's employees employed at the site of the project and, if any
work is sublet, Contractor shall require the subcontractor similarly to provide Worker's Compensation Insurance for all
of the latter's employees unless such employees are covered by the protection afforded by the Contractor. In case
any class of employees engaged in hazardous work under this Agreement at the site of the project is not protected
under the Worker's Compensation Statute, the Contractor shall provide and shall cause each subcontractor to
provide insurance for the protection of said employees. A waiver of subrogation is required for workers
compensation insurance. This policy may not be canceled nor the coverage reduced without 30 days' prior written
notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA
Page 2 I of 2 pages J Risk: rev.08.28.2017
95240.
NOTE: The City reserves the right to obtain a full certified copy of any insurance policy or endorsements
required. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the
effective date.
Page 3 I of 2 pages
8
Risk: rev.08.28.2017
RESOLUTION NO. 2018-29
A RESOLUTION OF THE LODI CITY COUNCIL
AUTHORIZING THE CITY MANAGER TO EXECUTE A
FIVE-YEAR PROFESSIONAL SERVICES AGREEMENT
FOR MANAGEMENT OF THE FALSE ALARM
MANAGEMENT PROGRAM WITH
PM AM CORPORATION, OF DALLAS, TEXAS
WHEREAS, Lodi Municipal Code Chapter 15.56 — Alarm Systems and Permits was
adopted by Council on May 3, 2017; and
WHEREAS, new alarm permit fees and false -alarm fines were adopted by Council on
August 2, 2017; and
WHEREAS, the Police Department assumed all alarm permit and false alarm billing and
collection duties from Finance in 2002; the current alarm permit database is not working as
designed and it is questionable as to whether it can be repaired; and
WHEREAS, with the updated ordinance and new fees in place, the Police Department
requested bids from three false -alarm management companies on November 11, 2017; and
WHEREAS, staff recommends that the City Council authorize the City Manager to
execute a five-year professional services agreement for administration of the false -alarm
management program with PM AM Corporation.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby
authorize the City Manager to execute a Professional Services Agreement for the administration
of the false alarm management program with PM AM Corporation, of Dallas, Texas, for the
period of March 1, 2018 through February 28, 2023, with a 75%/25% division of commercial
permit fees and false -alarm fines.
Date: March 7, 2018
I hereby certify that Resolution No. 2018-29 was passed and adopted by the Lodi City
Council in a regular meeting March 7, 2018, by the following vote:
AYES: COUNCIL MEMBERS — Chandler, Johnson, Kuehne, Mounce, and
Mayor Nakanishi
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — None
ABSTAIN: COUNCIL MEMBERS — None
2r-4.AAALA
NNIFER[ll}II. FERRAIOLO
City Clerk
2018-29
AGREEMENT FOR PROFESSIONAL SERVICES
ARTICLE 1
PARTIES AND PURPOSE
Section 1.1 Parties
THIS AGREEMENT is entered into on , 2018, by and
between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and PMAM
Corporation, a Texas corporation whose address is 5430 LBJ Freeway, Suite 370
Dallas, TX 75240 (hereinafter "CONTRACTOR").
Section 1.2 Purpose
CITY selected the CONTRACTOR to provide the services required in
accordance with attached Scope of Services, Exhibit A, attached and incorporated by
this reference.
CITY wishes to enter into an agreement with CONTRACTOR for False Alarm
Program Management (hereinafter "Project") as set forth in the Scope of Services
attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide
such services to CITY.
ARTICLE 2
SCOPE OF SERVICES
Section 2.1 Scope of Services
CONTRACTOR, for the benefit and at the direction of CITY, shall perform the
Scope of Services as set forth in Exhibit A.
Section 2.2 Time For Commencement and Completion of Work
CONTRACTOR shall commence work pursuant to this Agreement, upon receipt
of a written notice to proceed from CITY or on the date set forth in Section 2.6,
whichever occurs first, and shall perform all services diligently and complete work under
this Agreement based on a mutually agreed upon timeline or as otherwise designated in
the Scope of Services.
CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other
work products as may be designated in the Scope of Services.
CONTRACTOR shall not be responsible for delays caused by the failure of CITY
staff to provide required data or review documents within the appropriate time frames.
The review time by CITY and any other agencies involved in the project shall not be
1
counted against CONTRACTOR's contract performance period. Also, any delays due to
weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall
remain in contact with reviewing agencies and make all efforts to review and return all
comments.
Section 2.3 Meetings
CONTRACTOR shall attend meetings as may be set forth in the Scope of
Services.
Section 2.4 Staffing
CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's
capabilities and on the qualifications of CONTRACTOR's principals and staff as
identified in its proposal to CITY. The Scope of Services shall be performed by
CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified
by CONTRACTOR of any change of Project Manager and CITY is granted the right of
approval of all original, additional and replacement personnel at CITY's sole discretion
and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff
prior to any change.
CONTRACTOR represents it is prepared to and can perform all services within
the Scope of Services (Exhibit A) and is prepared to and can perform all services
specified therein. CONTRACTOR represents that it has, or will have at the time this
Agreement is executed, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature are legally required for CONTRACTOR to practice its profession, and
that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of
this Agreement all such licenses, permits, qualifications, insurance and approvals, and
shall indemnify, defend and hold harmless CITY against any costs associated with such
licenses, permits, qualifications, insurance and approvals which may be imposed against
CITY under this Agreement.
Section 2.5 Subcontracts
Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter
into any subcontract with any other party for purposes of providing any work or services
covered by this Agreement.
Section 2.6 Term
The initial term of this Agreement shall be for a period of five (5) years
commencing on the Contract Implementation Date (as hereinafter defined) and ending
on the day immediately preceding the second anniversary of the Contract
2
Implementation Date (the `Initial Term"), subject to earlier termination as set forth
herein. Upon the expiration of the Initial Term, this Agreement shall be subject to two (2)
extensions from year to year thereafter (each an "Extended Term") on the same terms
and conditions as set forth herein, unless either party notifies the other in writing at least
sixty (60) days prior to the expiration of the Initial Term or the Extended Term, as
applicable, that such party will not further extend the term of this Agreement. As used
herein, the term "Contract Implementation Date" shall mean the first day of the
calendar month for which CONTRACTOR commences billing for its Services to the CITY
hereunder following the installation of the False Alarm Management Program.
ARTICLE 3
COMPENSATION
Section 3.1 Compensation
CONTRACTOR's compensation for all work under this Agreement shall conform
to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by
this reference.
CONTRACTOR shall not undertake any work beyond the scope of this
Agreement unless such additional work is approved in advance and in writing by CITY.
Section 3.2 Method of Payment
The compensation payable to CONTRACTOR hereunder shall be paid in
accordance with the provisions of Exhibit "B" hereto.
Section 3.3 Costs
The Fee Proposal shall include all reimbursable costs required for the
performance of the Scope of Services. Payment of additional reimbursable costs
considered to be over and above those inherent in the original Scope of Services shall
be approved in advanced and in writing, by CITY.
Section 3.4 Auditing
CITY reserves the right to periodically audit all charges made by CONTRACTOR
to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to
furnish CITY, or a designated representative, with necessary information and assistance
needed to conduct such an audit.
CONTRACTOR agrees that CITY or its delegate will have the right to review,
obtain and copy all records pertaining to performance of this Agreement.
CONTRACTOR agrees to provide CITY or its delegate with any relevant information
3
requested and shall permit CITY or its delegate access to its premises, upon reasonable
notice, during normal business hours for the purpose of interviewing employees and
inspecting and copying such books, records, accounts, and other material that may be
relevant to a matter under investigation for the purpose of determining compliance with
this requirement. CONTRACTOR further agrees to maintain such records for a period of
three (3) years after final payment under this Agreement.
ARTICLE 4
MISCELLANEOUS PROVISIONS
Section'4.1 Nondiscrimination
In performing services under this Agreement, CONTRACTOR shall not
discriminate in the employment of its employees or in the engagement of any sub
CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital
status, national origin, ancestry, age, or any other criteria prohibited by law.
Section 4.2 ADA Compliance
In performing services under this Agreement, CONTRACTOR shall comply with
the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well
as all applicable regulations and guidelines issued pursuant to the ADA.
Section 4.3 Indemnification and Responsibility for Damage
CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold
harmless CITY, its elected and appointed officials, directors, officers, employees and
volunteers from and against any claims, damages, losses, and expenses (including
reasonable attorney's fees and costs), arising out of performance of the services to be
performed under this Agreement, provided that any such claim, damage, loss, or
expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any
subcontractor employed directly by CONTRACTOR, anyone directly or indirectly
employed by any of them, or anyone for whose acts they may be liable, except those
injuries or damages arising out of the active negligence, sole negligence, or sole willful
misconduct of the City of Lodi, its elected and appointed officials, directors, officers,
employees and volunteers. CITY may, at its election, conduct the defense or participate
in the defense of any claim related in any way to this indemnification. If CITY chooses at
its own election to conduct its own defense, participate in its own defense, or obtain
independent legal counsel in defense of any claim related to this indemnification,
CONTRACTOR shall pay all of the costs related thereto, including without limitation
4
reasonable attorney fees and costs. The defense and indemnification obligations
required by this Agreement are undertaken in addition to, and shall not in any way be
limited by the insurance obligations set forth herein.
Notwithstanding any other obligation of CONTRACTOR hereunder, in no event
shall CONTRACTOR be liable for any special, consequential or punitive damages,
including Toss of fees, profits or income, arising directly or indirectly out of the provision
or non-provision of Services or Special Services hereunder, whether or not
CONTRACTOR had any knowledge that such damages might be incurred, provided,
however, the limitations on the indemnification obligations of CONTRACTOR set forth in
this Section shall not apply to the obligation of CONTRACTOR to pay the CITY its share
of the collected revenues as set forth in this Agreement.
Section 4.4 No Personal Liabiltty
Neither the City Council, nor any other officer or authorized assistant or agent or
City employee shall be personally responsible for any liability arising under this
Agreement.
Section 4.5 Responsibility of CITY
CITY shall not be held responsible for the care or protection of any material or
parts of the work described in the Scope of Services prior to final acceptance by CITY,
except as expressly provided herein.
Section 4.6 Insurance Requirements for CONTRACTOR
CONTRACTOR shall take out and maintain during the life of this Agreement,
insurance coverage as set forth in Exhibit C attached hereto and incorporated by this
reference.
Section 4.7 Successors and Assigns
CITY and CONTRACTOR each bind themselves, their partners, successors,
assigns, and legal representatives to this Agreement without the written consent of the
others. CONTRACTOR shall not assign or transfer any interest in this Agreement
without the prior written consent of CITY. Consent to any such transfer shall be at the
sole discretion of CITY.
Section 4.8 Notices
Any notice required to be given by the terms of this Agreement shall be in writing
signed by an authorized representative of the sender and shall be deemed to have been
given when the same is personally served or upon receipt by express or overnight
5
delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class
or certified mail, postage prepaid, addressed to the respective parties as follows:
To CITY:
City of Lodi
221 West Pine Street
P.O. Box 3006
Lodi, CA 95241-1910
Attn: Jennelle Baker
To CONTRACTOR: PM AM Corporation
5430 LBJ Freeway, Suite 370
Dallas, Tx 75240
Attn: Michael Marzouk
Section 4.9 Cooperation of CITY
CITY shall cooperate fully and in a timely manner in providing relevant
information it has at its disposal relevant to the Scope of Services.
Section 4.10 CONTRACTOR is Not an Employee of CITY
CONTRACTOR agrees that in undertaking the duties to be performed under this
Agreement, it shall act as an independent contractor for and on behalf of CITY and not
an employee of CITY. CITY shall not direct the work and means for accomplishment of
the services and work to be performed hereunder. CITY, however, retains the right to
require that work performed by CONTRACTOR meet specific standards without regard
to the manner and means of accomplishment thereof.
Section 4.11 Termination and Effect of Termination
4.11.1 The CITY shall inform CONTRACTOR in writing, if
CONTRACTOR fails to perform its duties under this Agreement with a ninety (90) days
window to correct the problem. Contractor shall remedy the problem to the reasonable
satisfaction of the CITY within ninety (90) days from the receipt of such notice. Should
CONTRACTOR fail to remedy the problem within ninety (90) days, the CITY may
terminate this Agreement.
4.11.2 CONTRACTOR'S Fee Schedule and pricing for any and all
Services to be provided by CONTRACTOR to the CITY under this Agreement have been
set, established and agreed to be based upon the current provisions of applicable CITY
ordinances relating to alarms. Should said ordinances change at any time during the
term of this Agreement to reduce the applicable fee, fines and charges, then the
CONTRACTOR reserves the express right to enter into good faith negotiations with the
CITY to modify the Fee Schedule and pricing accordingly. If, within thirty (30) days of
notice from CONTRACTOR to the CITY of its desire to so renegotiate, the parties are
6
unable to reach an agreement mutually acceptable to both parties, then CONTRACTOR
reserves the right to terminate this Agreement. Said termination shall not be deemed to
be a default by CONTRACTOR under this Agreement, and CONTRACTOR shall be paid
all fees and costs due and owing CONTRACTOR as of the date of said termination.
4.11.3 CONTRACTOR may terminate this Agreement upon written notice
to the CITY if the CITY misuses or attempts to appropriate the proprietary software of
CONTRACTOR.
4.11.4 If this Agreement is terminated as provided herein, the CITY may
require ' CONTRACTOR to provide all finished and/or unfinished data and other
information of any kind possessed by CONTRACTOR in connection with the
performance of Services under this Agreement. CONTRACTOR shall be required to
provide such information within a reasonable period of time of receipt of the request not
to exceed thirty (30) days. Specifically, in the event the CITY shall terminate this
Agreement:
4.11.4a. All data relating to alarm permits shall be owned by the
CITY. Upon termination of this Agreement, CONTRACTOR shall promptly deliver to the
CITY all data in MS -SQL format.
4.11.4b. CONTRACTOR retains all right and title to the
Application software, including but not limited to, all publication rights, all development
rights, all reproductions rights, and all rights that may follow from the commercial
development of the software. The CITY does not acquire any ownership rights to the
Application software. The Software is protected in favor of PMAM, as well as any future
registered trademarks, are trademarks of PMAM.
4.11.4c. The proprietary software is considered loaned to the
CITY during the duration of this Agreement as laid out in this Agreement and the CITY
will not have any access to PMAM's proprietary software after the conclusion of the
Agreement.
4.11.4d. The CITY shall pay CONTRACTOR all fees and costs
due and owing CONTRACTOR as of the date of said termination. CITY shall assume no
liability for costs, expenses or lost profit resulting from services not completed or for
contracts entered into by CONTRACTOR with third parties in reliance upon this
Agreement.
4.11.4e. The provisions of this Section shall survive the
termination of this Agreement.
7
Section 4.12 Confidentiality
CONTRACTOR agrees to maintain confidentiality of all work and work products
produced under this Agreement', except to the extent otherwise required by law or
permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents
owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or
"Proprietary", except to the extent otherwise required by law or permitted in writing by
CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California
Public Records Act.
Section 4.13 Applicable Laws Jurisdiction, Severability, and Attorney's Fees
This Agreement shall be governed by the laws of the State of California,
Jurisdiction of litigation arising from this Agreement shall be venued with the San
Joaquin County Superior Court. If any part of this Agreement is found to conflict with
applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict
with said laws, but the remainder of this Agreement shall be in force and effect. In the
event any dispute between the parties arises under or regarding this Agreement, the
prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's
fees from the party who does not prevail as determined by the San Joaquin County
Superior Court.
Section 4.14 City Business License Requirement
CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020
requires CONTRACTOR to have a city business license and CONTRACTOR agrees to
secure such license and pay the appropriate fees prior to performing any work
hereunder.
Section 4.15 Captions
The captions of the sections and subsections of this Agreement are for
convenience only and shall not be deemed to be relevant in resolving any question or
interpretation or intent hereunder.
Section 4.16 Integration and Modification
This Agreement represents the entire understanding of CITY and
CONTRACTOR as to those matters contained herein. No prior oral or written
understanding shall be of any force or effect with respect to those matters covered
hereunder. This Agreement may not be modified or altered except in writing, signed by
both parties.
Section 4.17 Contract Terms Prevail
8
All exhibits and this Agreement are intended to be construed as a single
document. Should any inconsistency occur between the specific terms of this
Agreement and the attached exhibits, the terms of this Agreement shall prevail.
Section 4.18 Severability
The invalidity in whole or in part of any provision of this Agreement shall not void
or affect the validity of any other provision of this Agreement.
Section 4.19 Ownership of Documents
All documents, photographs, reports, analyses, audits, computer media, or other
material documents or data, and working papers, whether or not in final form, which
have been obtained or prepared under this Agreement, shall be deemed the property of
CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such
documents during CONTRACTOR's regular business hours. Upon termination or
completion of services under this Agreement, all information collected, work product and
documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days.
CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any
liability resulting from CITY's use of such documents for any purpose other than the
purpose for which they were intended.
Section 4.20 Authority
The undersigned hereby represent and warrant that they are authorized by the
parties to execute this Agreement.
Section 4.21 Federal Transit Funding Conditions
❑ If the box at left is checked, the Federal Transit Funding conditions attached as
Exhibit D apply to this Agreement. In the event of a conflict between the terms of this
Agreement or any of its other exhibits, and the Federal Transit Funding Conditions, the
Federal Transit Funding Conditions will control.
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IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this
Agreement as of the date first above written.
ATTEST:
CITY OF LODI, a municipal corporation
JENNIFER M. ROBISON STEPHEN SCHWABAUER
City Clerk City Manager
APPROVED AS TO FORM: PMAM Corporation
JANICE D. MAGDICH, City Attorney
By: By:
Name: Pankaj Kumar
Title: CEO
Attachments:
Exhibit A — Scope of Services
Exhibit B — Fee Proposal
Exhibit C — Insurance Requirements
Exhibit D — Federal Transit Funding Conditions (if applicable)
Funding Source: 10031004.72450
(Business Unit & Account No.)
Doc ID:
CA:Rev.07.2014
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Exhibit A
Scope of Services
Scope of Work:
It will be the Contractor's responsibility to provide, install, and operate the Professional
Services Alarm Management Services Program based on a "False Alarm Management
Solution" system hereafter referred to as a FAMS system and all other necessary
equipment and services on a "software as a service" basis. The Contractor shall
accurately convert all pertinent data downloaded from the City's current primary alarm
and accounts/receivable databases to populate the FAMS system. Effective interfaces
shall ensure that all parties share and benefit from the most current and accurate
information.
Contractor shall provide appropriate supplies and services including but not limited to;
1. Single point of contact and daily resident assistance
2. Maintenance of databases:
a. Alarm permits
b. Permit Holders
c. Permit Holders with outstanding charges
d. Non -permitted locations with outstanding charges
e. Address verification database
3. Collection of payments in accordance with the rates established by the alarm
ordinance, and any implementing resolutions or orders, as may be amended
from time to time by the City
4. Performance of all the billing in accordance with the City's alarm ordinance, as
may be amended from time to time by the City
5. Generation of the following reports including but not limited to:
a. New alarm permits issued and fees collected
b. Annual permit renewals billed and fees collected
c. Permits inactivated or revoked and reason for inactivation or revocation
d. Permits reinstated and reason for reinstatement
e. Number of false burglar alarms
f. Number of false burglar alarms billed and fees collected
g. Number of false robbery alarms
h. Number of false robbery alarms billed and fees collected
i. Number of reinstatement fees billed and fees collected
j. False burglary and/or robbery alarms for permit owners
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k. False burglary and/or robbery alarms for non -permitted owners
I. Suspension or revocation Report for permit holders as per ordinance, if
applicable
6. System functionality to capture the following information:
a. Permit number
b. Permit issue date
c. Permit expiration date
d. Permit type (residential / commercial)
e. Name of business or residential permit holder
f. Site
1) Street address and zip code of property
2) Type of property (residential / commercial)
3) Telephone numbers
4) Contact persons (minimum of 2) and phone number(s)
5) Type of alarm system installed (burglary, panic, robbery)
g. Billing
1) Name
2) Full mailing address (includes zip code)
3) Contact person and phone number(s)
h. Permit Holder Responsible for Alarm
1) Name
2) Complete mailing address
3) Phone numbers
i. Name and telephone number of alarm monitoring company
j. Name and telephone number of company that installed the alarm system
k. Special Medical Concerns
I. Pet Information
7. System functionality to generate notices to alarm users without permits
8. Transfer on line and/or via magnetic media a skeleton version of entire
registration database from FAMS system to RMS including the following:
1) Permit number (or non -permitted identifier)
2) Name of permit holder
3) Location of permit holder
4) Permit status
5) Expiration date
6) Last false alarm incident date and time
7) Alarm type (i.e., burglar, panic, etc.)
8) False alarm incident count
9. Transfer on line and/or via magnetic media incident records from RMS to FAMS
including:
1) Incident number
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2) Priority
3) Call code
4) Disposition
5) Date
6) Time:
(a) Received
(b) Dispatched
(c) Arrived
(d) Cleared
7) Remarks
8) Site name and address
9) Repartee name, address, phone number
10) Dispatcher- employee number and terminal
11) Phone clerk - employee number and terminal
12) Cleared code and disposition (true/false)
13) Officer number
14) Unit(s) assigned
Collection requirements and provisions:
PMAM will design, implement and maintain a system to serve as the billing and
collections agent and accounts receivable (A/R) manager for the City Alarm Program
Administration and Collection Service. The Contractor will provide all hardware,
software, materials, supplies, space, and staff resources as required. The system will
meet the following collection specifications:
1. Bill format will provide stub or appropriate remittance form to accompany
payment.
2. Bill format, permit forms, envelopes and related correspondence will identify the
location of a Contractor staffed and maintained office so the customer may have
the ability to obtain direct answers to questions about their bills and related false
alarm system information.
3. All bills, correspondence and related matters will be approved by the City.
4. Bills will be due in time lines specified in the ordinance and or rules and
regulations as appropriate.
5. Records of bills will be retained by Contractor to apply to Account Receivable
system (A/R) to be maintained by Contractor.
6. Contractor will develop an A/R file, which the City will have access to review at
any time.
7. System functionality for the City to print a bill for customers wishing to make
payments at the walk in cashier location(s) of the City and to provide on-line
information to the Contractor regarding such payments so that Contractor can
maintain A/R file.
8. Contractor will provide the ability for customer to pay on-line, by mail and via
walk-in cashier.
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9. Payments made by mail will be directed to a P.O. Box address in Texas
maintained and managed by the Contractor, unless and until the City directs
that such payments be directed to a lock box address established by the City.
10. Contractor system will track NSF or insufficient fund check occurrences and
occurrences where customer stop payments have been ordered.
11. Contractor will provide system for billing the customer for the appropriate NSF
or insufficient fund check fee charges and charges for stop payment situations.
12. Notwithstanding the foregoing, the Services provided hereunder do not extend to
any debt collection activities in the event the property owner does not pay the
amount of the invoice submitted by Contractor. Any such debt collection activities
shall be performed by an independent contractor selected either by (i) the
Contractor with the prior written consent of the City or its designee, or (ii) the City
or its designee or agent upon written notice to the Contractor.
Processing:
The Contractor shall provide the services covered under this Agreement and Scope from
its offices in Texas and make available hardware and software and services necessary
to establish and provide the Alarm Program Administration and Collection Service.
Contractor's Obligation:
In addition to the above, the Contractor shall:
1. Maintain the proposed equipment, hardware, and software, documentation, and
support services for the equipment installed, including the timely incorporation of all
engineering changes.
2. Supply the City with an interface document describing the type, size, location, and
medium of transfer from the City RMS.
3. Defer to the city regarding the waiver of any false alarm fee incurred where there is
question about the validity of any response or action taken by an employee(s) of
the City regarding a specified alarm call.
4. When possible, reports shall be produced based on the entry of variable
parameters. Threshold fields shall allow a specific date range or other criteria.
When possible, all report searches, shall allow for multiple parameters..
Training
1. The Contractor shall provide training for the City and Police employees. Training
shall be conducted in several sessions on an as needed basis.
System Coordination
1. The Contractor shall coordinate with the City's Finance Department, Information
Services and the City Police Department to develop a system that will allow walk-
in payments under the Agreement.
2. The Contractor shall provide during the life of the Agreement on-going computer
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hardware, software support and maintenance to ensure uninterrupted operation.
In the unlikely event of interruption, Contractor will make best efforts to restore
service within seventy-two (72) hours
3. The Contractor under this Agreement shall establish and provide public
education, awareness and information regarding the City's Alarm Management
Program.
City Licensing Fees
1. The City acknowledges and agrees that Contractor shall be exempt from any
applicable City license fees in performing its services hereunder.
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Exhibit "B"
Pricing and Receipt of Collections
This is a revenue sharing contract. The Contractor shall retain the percentages and
amounts listed in the table below of all collections and remit the percentage balance and
amounts listed in the table below to the City for the total of the actual revenues
generated and collected for the City during the life of this Agreement including all
adjustments for:
a. Alarm permit and renewal fees;
b. False alarms violation fee above a mandated limit;
c. Reinstatement fees;
d. Late fee for false alarms, permit fees and renewal fees
e. Other charges imposed by the City in relation to the City's
f. Alarm Program Management and Collection Services
(except for criminal penalties).
City of Lodi
75%
PMAM Corporation
25%
The City and Contractor shall share the revenue generated from fees, fines, and
penalties as described above; provided that all bank charges incurred in connection with
the Services rendered under this Agreement by Contractor shall be paid by the program
before the foregoing split of fees.
The City shall pay Contractor a $25 processing fee for each refund check processed by
Contractor through the Program (the "Processing Fee") promptly upon receipt of an
invoice from Contractor for such Processing Fee.
In addition, the City shall reimburse Contractor for its out-of-pocket postage expenses
incurred by Contractor in performing its services to the City hereunder promptly upon
receipt of an invoice from Contractor for such postage expense. At the election of
Contractor, Contractor may submit an invoice to the City for such postage expense or
Processing Fee and deduct and offset such amount(s) from the percentage amount to
the City hereunder.
Contractor reserves the right to renegotiate this pricing should the City change the fee
schedule for the false alarm ordinance.
The City acknowledges that Contractor is installing the Program at no cost the City.
Consequently, in the event the City terminates this Agreement within 12 months from the
Effective Date for any reason other than the failure of Contractor to perform its Services
hereunder that has not been cured by Contractor within 30 days of receipt of written
notice of the problem, Contractor shall be entitled to receive, and the City shall pay to
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Contractor, the fees that Contractor would have received hereunder for a period of 12
months less the number of months, if any, that Contractor was paid its fees hereunder
prior to the termination of this Agreement (the "Guaranteed Period"). If this Agreement
is terminated after the Contract Implementation Date, the amount of the fees to be paid
to Contractor shall be the average of the monthly fees retained by Contractor prior to
termination of this Agreement multiplied by the number of months remaining in the
Guaranteed Period. If this Agreement is terminated prior to the Contract Implementation
Date, the amount of fees to be paid to Contractor shall be the amount of the fees
projected by the parties to be retained by Contractor during the Guaranteed Period at
the time this Agreement was executed. The amount of any fees payable to Contractor
pursuant to the provisions of this paragraph shall be paid by the City upon termination
this Agreement unless the parties agree to have such amount paid in equal monthly
installments over an agreed period of time. The provisions of this paragraph shall survive
the termination of this Agreement.
The share of the revenues payable to Contractor and the City in accordance with the
provisions of this Exhibit B shall be determined and paid monthly within 15 days after the
end of each calendar month during the Term hereof based upon the amount of
collections during the immediately preceding calendar month, adjusted for any
outstanding authorized reimbursements or expenses payable to Contractor in
accordance with the terms of this Agreement.
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EXHIBIT C
NOTE: The City of Lodi is now using the online insurance program PINS Advantage. Once you
have been awarded a contract you will receive an email from the City's online insurance program
requesting you to forward the email to your insurance provider(s). Please see attached flyer
regarding PINS Advantage.
Jnsurance Requirements for Contractor_The Contractor shall take out and maintain during the
life of this Agreement, insurance coverage as listed below. These insurance policies shall protect
Contractor and any subcontractor performing work covered by this Agreement from claims for
damages for personal injury, including accidental death, as well as from claims for property damages,
which may arise from Contractor's operations under this Agreement, whether such operations be by
Contractor, or by any subcontractor, or by anyone directly or indirectly employed by either of them.
In the event Contractor's insurance cannot fully cover any hired subconsultants, the terms of insurance
herein shall be requirements for the subconsuitant. The amount of such insurance shall be as follows:
1. COMPREHENSIVE GENERAL LIABILITY
$2,000,000 Each Occurrence
$4,000,000 General Aggregate
2. ERRORS AND OMISSIONS / TECHNOLOGY
$2,000,000 Per Claim
$4,000,000 Annual Aggregate
Covering all acts, errors, omissions, negligence, network security and privacy risks, including but
not limited to unauthorized access, failure of security, breach of privacy perils, wrongful disclosure,
collection, or other negligence in the handling of confidential information, privacy perils, and including
coverage for related regulatory defense and penalties; data breach expenses, and payable whether
incurred by City of Lodi or Contractor, including but not limited to consumer notification, whether or not
required by law, computer forensic investigations, public relations and crisis management firm fees, credit
fife or identity monitoring or remediation services in the performance of services far, or on behalf of, City of
Lodi.
Such insurance shall be maintained in force at all times during the term of the agreement and
provide an Extended Reporting Period (ERP) for a period of one year thereafter, for services completed
during the term of the agreement.
When project specific insurance is required, all limits are to be designated strictly for the City of Lodi, its
elected and appointed boards, commissions, officers, agents, employees, and volunteers. All
deductibles or self-insured retentions (SIR) must be disclosed to City's Risk Manager for approval and
shall not reduce the limits of liability set forth hereinabove. Insurance policies containing any
deductible or SIR provision shall provide, or be endorsed to provide, that the deductible or SIR may be
satisfied by either the Named Insured(s) or the City of Lodi.
It is required that any available insurance proceeds broader than or in excess of the specified minimum
insurance coverage requirements and/or limits set forth above, shall be available to City as an additional
insured. Furthermore, the requirements for coverage and limits shall be (i) the minimum coverage and
limits specified in these insurance requirements; or (II) the broader coverage and maximum limits of
coverage of any insurance policy or proceeds available to the Contractor; whichever is greater.
Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for
a claims period following termination of coverage which is at least consistent with the claims period or
statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et
seq.).
A copy of the certificate(s) of insurance with the following endorsements shall be furnished to the City:
Jnsurance Reauirements for Contractor (continued)
(a) Additional Named Insured Endorsement
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Pursuant to a separate endorsement (ISO form CG 2010 (11/85) or a later version, that provides
commercial general liability coverage at least as broad as this form) such insurance as is afforded by this
policy shall also apply to the City of Lodi, its elected and appointed boards, commissions, officers, agents,
employees, and volunteers as additional named insureds. An additional named insured endorsement is
also required for Auto Liability.
(b) Primary and Non -Contributory Insurance Endorsement
Additional insurance coverage under the Contractor's commercial general liability and automobile
liability policy shall be "primary and non-contributory" and will not seek contribution from City's insurance or
self-insurance and shall be at least as broad as ISO form CG 20 01 04 13.
NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221
West Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an
endorsement, a description of the project that it is insuring.
(c) Waiver of Subrogation
Include a waiver of subrogation against the City of Lodi, its elected and appointed boards,
commissions, officers, agents, employees, and volunteers. A waiver is required for General Liability and
Auto Liability.
(d) Cornpleted Operations Endorsement
For three years after completion of project, a certificate of insurance with a Completed Operations
Endorsement, CG 20 37 07 04, will be provided to the City of Lodi.
(e) Limits of Coverage
The limits of insurance coverage required may be satisfied by a combination of primary and
umbrella or excess insurance. Any umbrella or excess insurance of Contractor shall contain, or be
endorsed to contain, a provision that such coverage shall also apply on a primary and non-contributory
basis for the benefit of the City before the City's own insurance or self-insurance shall be called upon to
protect the City as a named insured.
(f) Severability of Interest Clause
The term "insured" is used severally and not collectively, but the inclusion herein of more than one
insured shall not operate to increase the limit of the company's liability under the Contractors commercial
general liability and automobile liability policies.
(g) Notice of Cancellation or Change in Coverage Endorsement
This policy may not be canceled nor the coverage reduced by the company without 30 days'
prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221
West Pine St., Lodi, CA 95240.
(h) Continuity of Coverage
All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty
(30) days prior to the expiration of each insurance policy, Contractor shall furnish a certificate(s) showing
that a new or extended policy has been obtained which meets the minimum requirements of this
Agreement. Contractor shall provide proof of continuing insurance on at least an annual basis during the
Term. If Contractor's insurance lapses or is discontinued for any reason, Contractor shall immediately
notify the City and immediately obtain replacement insurance.
(i) Failure to Compjy
If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof
of coverage, the City may obtain the insurance. Contractor shall reimburse the City for premiums paid,
with interest on the premium paid by the City at the maximum allowable legal rate then in effect in
California. The City shall notify Contractor of such payment of premiums within thirty (30) days of payment
stating the amount paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay such
reimbursement and interest on the first (1st) day of the month following the City's notice. Notwithstanding
any other provision of this Agreement, if Contractor fails or refuses to obtain or maintain insurance as
required by this agreement, or fails to provide proof of insurance, the City may terminate this Agreement
upon such breach. Upon such termination, Contractor shall immediately cease use of the Site or facilities
and commence and diligently pursue the removal of any and all of its personal property from the site or
facilities.
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(j) Qualified Insurer(s)
All insurance required by the terms of this Agreement must be provided by insurers licensed to do
business in the State of California which are rated at least "A-, VI" by the AM Best Ratings Guide, and
which are acceptable to the City. Non -admitted surplus lines carriers may be accepted provided they are
included on the most recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet
City requirements,
Workers Compensation insurance The Contractor shall take out and maintain during the life of this
Agreement, Worker's Compensation Insurance for all of Contractor's employees employed at the site
of the project and, if any work is sublet, Contractor shall require the subcontractor similarly to provide
Worker's Compensation Insurance for all of the tatter's employees unless such employees are covered
by the protection afforded by the Contractor. In case any class of employees engaged in hazardous
work under this Agreement at the site of the project is not protected under the Worker's Compensation
Statute, the Contractor shall provide and shall cause each subcontractor to provide insurance for the
protection of said employees. A waiver of subrogation is required for workers compensation
insurance. This policy may not be canceled nor the coverage reduced without 30 days' prior written
notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine
St., Lodi, CA 95240.
NOTE: The City reserves the right to obtain a full certified copy of any insurance policy or
endorsements required. Failure to exercise this right shall not constitute a waiver of the City's
right to exercise after the effective date.
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