HomeMy WebLinkAboutC2011-048 - 2/8/2011 - ApprovedServices Agreement for
Alarm Management
CITY OF CORPUS CHRISTI SERVICES AGREEMENT
FOR ALARM MANAGEMENT
This agreement ( "Agreement ") is made by and between PMAM
Corporation, a Texas Corporation whose address is 105 Decker Court #675, Irving,
Texas 75062, hereinafter referred to as "Contractor" and the City of Corpus Christi,
Texas, a home rule municipal corporation, hereinafter referred to as "City" to be
effective upon approval and subsequent execution by the Corpus Christi City Manager
or designee.
Recitals
WHEREAS, the City desires to engage the services of Contractor to provide
installation, conversion, operation and service of a False Alarm Management Program
including the collection services in accordance with the City's Alarm Ordinances; and
NOW THEREFORE, in exchange for the mutual covenants set forth herein and
other valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties agree as follows:
' Scope of Services
1.1 The parties agree that Contractor shall perform such services in accordance
with the terms and conditions of the City's alarm ordinance and Contractor's Proposal in
response thereto, (hereinafter "Contractor's Proposal "), a copy of which is attached
hereto and incorporated herein for all purposes as Exhibit "A ". The parties' agreement
consists of the following items referred to as the "Agreement Documents ".
(a) Agreement by and between the City and PMAM Corporation
(b) Contractor's Proposal - Exhibit A
(c) Pricing and Receipt of Collections - Exhibit B
In the event there exists a conflict in interpretation, the documents shall control
in the order listed above or as further modified by agreement by the parties as a result of
software implemented and deployed by the parties.
City desires to engage Contractor to render such services as set forth in this
Agreement
2011 -048
Res. 028940
02/08/11
PMAM Corp.
INDEXED
Services Agreement for
Alarm Management
Agreement
1. Terms of Agreement
1.1 The initial term of this Agreement shall be for a period of three (3)
calendar years. The City of Corpus Christi reserves the option of extending the
Agreement(s) as an automatic renewal on a bi- annual basis for additional two (2)
year terms, or portions thereof.
2. FEES AND PAYMENTS
2.1 Compensation Contractor shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the
rates set forth in pricing included in this contract as Exhibit "B" The compensation is
based on a revenue sharing model.
2.2 Payment of Special Services. At any time during the term of this
Agreement, City may request that Contractor perform Special Services as laid out in
the RFP document. As used herein, "Extra Work" means any work which is
determined by City to be necessary for this contract, but which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Contractor shall undertake such services after receiving the authorization from the
City, and shall submit the itemized invoices with net 15 days payment terms to,
City of Corpus Christi Corpus
Police Department
PO Box 9277
Corpus Christi, Texas 78469
3. RESPONSIBILITIES OF CONTRACTOR
3.1 Contractor agrees to and shall defend, indemnity and hold harmless
City, its officers, employees, agents and volunteers from and against all claims,
damages, losses and expenses, including attorney's fees and litigation costs and
expenses, arising out of the performance of the work described herein, caused in
whole or in part by any negligent act or omission of Contractor, any subcontractor of
Contractor, anyone directly or indirectly employed by any of them or anyone for
whose acts any of them may be liable, except where caused by the sole negligence
or willful misconduct of City. Lack of insurance coverage does not negate
Contractor's obligation under this paragraph of this Agreement.
3.2 Independent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent contractor and shall not be an employee of the
City. City shall have the right to control Contactor only insofar as the results of
Services Agreement for
Alarm Management
Contractor's services rendered pursuant to this Agreement. City shall not have the
right to control the means by which Contractor accomplishes services rendered
pursuant to this Agreement.
4. CITY'S RESPONSIBILITY
City shall cooperate with and assist Contractor by, among other things, making
available, as reasonably requested by Contractor, management decisions, personnel,
information, approvals, IT assistance and acceptance that are needed by the Contractor
to carry out its obligation under this agreement.
5. INSURANCE REQUIREMENTS
Contractor shall, at its own expense, purchase, maintain and keep in force during the
term of this contract such insurance as set forth below. Contractor shall not commence
work under this contract until it has obtained all the insurance required under this
contract and such insurance has been approved by City, nor shall Contractor allow any
subcontractor to commence work on its subcontract until all similar insurance of the
subcontractor has been obtained and approved. The insurance requirements shall
remain in effect throughout the term of this contract. Contractor, at Contractor's sole
cost, shall purchase and maintain, during the term of this Agreement, insurance
coverage providing not less than the following:
B. Comprehensive or Commercial General Liability: $500,000 combined single
limit per occurrence for bodily injury, personal injury or death and property damage. The
coverage's under this policy shall include those found in the Comprehensive
General Liability Broad Form endorsement. This policy shall have no standard
coverages removed by exclusions.
C. Automobile Liability: $500,000 combined single limit per accident for bodily injury
and property damage. Coverage should be provided as a "Code 1,"
any auto.
D. Workers' Compensation and Employers' Liability: Statutory. Employers Liability
policy limits of $100,000 for each accident, $500,000 policy limit- Disease.
E. Ail insurance policies, other than Professional Liability, provided under this contract
shall be written on an "occurrence" basis.
F. The City of Corpus Christi shall be named as additional insured on the General
Liability
and Automobile Liability insurance policies. These insurance policies shall contain the
appropriate additional insured endorsement signed by a person authorized by that
insurer to bind coverage on its behalf. If Contractor, for any reason, fails to maintain
insurance coverage which is required under this agreement, the failure shall be
deemed a material breach of contract. City, at its sole option, may terminate this
agreement.
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Services Agreement for
Alarm Management
G. Each insurance policy shall be endorsed to state that coverage shall not be
canceled, reduced in coverage or in limits except after thirty (30) days' prior written
notice has been provided to the. City, or in the event of cancellation because of
nonpayment of premium, that the insurer shall give written notice to the City not later
than ten (10) days following cancellation,
H, Insurance is to be placed with insurers with a Best rating of no less than
ANIL Insurers must be duly authorized to transact business in the State of
Texas.
I. Workers' Compensation and Employers' Liability Coverage: The insurer shall
agree to waive all rights of subrogation against the City, its officials, employees
and volunteers for losses arising from the activities under this contract.
J. Certificates of Insurance shall be submitted on the Acord form only.
Certificates and endorsements effecting coverages required by this clause shall
be forwarded to:
Assistant Director of Financial
Services
PO Box 9277
Corpus Christi, TX 78469
Upon written request of the City, Contractor shall provide to City certified copies of
all required insurance policies.
6. TERMINATION OF AGREEMENT
6.1 Grounds for Termination
6.1.1 City shall inform in writing to Contractor, if Contractor fails to
perform its duties under this agreement with a 90 days window to correct the
problem. Contractor shall remedy the problem with -in 90 days from the receipt of
such notices. Should Contractor fail to remedy the problem with 90 days, City may
terminate this agreement.
6.1.2 The City may terminate this agreement any time by giving 90 days
written notice to Contractor. City shall pay all that is payable under this agreement to
Contractor till the day Contractor provides services under this agreement.
6.1.3 Effect of Termination If this Agreement is terminated as provided
herein, City may require Contractor to provide all finished or unfinished Documents
and Data and other information of any kind prepared by Contractor in connection
with the performance of Services under this Agreement. Contractor shall be required
to provide such document and other information within fifteen (15) days of the
request. Specifically, in the event the City shall terminate this Agreement:
Services Agreement for
Alarm Management
6.1.4 All data relating to alarm permits shall be owned by the City. Upon
termination of this agreement, Contractor shall deliver to the City of Corpus Christi
all data in MS -SQL format.
6.1.5 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.
6.1.6 The proprietary software is considered loaned to the City during the
duration of this agreement as laid out in this contract and the City of Corpus Christi
will not have any access to PMAM's proprietary software after the conclusion of the
contract.
7. Confidentiality of City Information
7.1 At all times, the Contractor shall recognize the City's sole and exclusive
ownership of all documents and information provided by the City or generated by
Contractor, based on information provided by the City relating to the basic and
special services, and the sole and exclusive right and jurisdiction of the City to
control the use of this information.
7.2 The Contractor agrees that neither it, or its employees, subcontractors,
agents, or parent company shall disclose confidential information, to any person or
to anyone except as necessary to perform the basic and special services under this
Proposal, including other subsidiaries within Contractor without the expressed
written permission of the City or unless required to do so by law.
7.3 The Contractor shall further agree that in the event that any documents
containing confidential information should be improperly used or be removed in any
way from the possession or control of the Contractor or by anyone except the City or
authorized representatives, the Contractor shall immediately notify the City orally
and in writing, and shall join with the City at their request in taking such reasonable
steps as the City may deem advisable to enjoin the misuse and regain possession of
such confidential information, or steps otherwise necessary for the protection of the
City's rights and the confidentiality of the information.
7.4 The Contractor agrees to return any and all data furnished and
information derived hereunder promptly upon a request by the City and its
authorized designee.
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Services Agreement for
Alarm Management
8. GENERAL PROVISIONS
8.1 Entire Agreement. This Agreement and its attachments constitute the
sole and only agreement between the parties and supersedes any prior
understandings written or oral agreements between the parties with respect to this
subject matter.
8.2 Assignment. PMAM may not assign this Agreement without the prior
written consent of City. In the event of an assignment by PMAM to which the City
has consented, the assignee shall agree in writing with the City to personally
assume, perform, and be bound by all the covenants, and obligations contained in
this Agreement.
8.3 Successors and Assigns. Subject to the provisions regarding
assignment, this Agreement shall be binding on and inure to the benefit of the
parties to it and their respective heirs, executors, administrators, legal
representatives, successors and assigns.
8.4 Governing Law. This Agreement shall be governed by the laws of the
State of Texas, and venue for any action concerning this Agreement shall be in
Harris County, Texas.
8.5 Amendments. This Agreement may be amended by the mutual written
agreement of the parties.
8.6 Deleted.
8.7 Severability. In the event any one or more of the provisions contained
in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not effect any other
provisions, and the Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained in it.
8.8 Notice. Any notice required or permitted to be delivered hereunder may
be sent by first class mail or overnight courier to the address specified below, or to
such other party or address as either party may designate in writing, and shall be
deemed received three (3) days after delivery set forth herein:
City: City of Corpus Christi
PO Box 9277
Corpus Christi, TX 78469
Contractor: PMAM Corporation
105 Decker Court #675
Irving, Texas 75062
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Services Agreement for
Alarm Management
8.9 Counter arts. This Agreement may be signed in counterparts, each of which
shall constitute an original.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day in the year
N
Assistant Director, Financial Services
Attest. Attest.
By:
Name: a Q.
PMAM Co
By
Pankaj Kumar, CEO
By:
Name:
Title: Title:
CST' -
t
LcU20AUTHORIZED
9Y COUNCIL. �6Z rA
Approved as to Form:
Name: L.
Title: A�s� City Attorney
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Services Agreement for
Alarm Management
Exhibit A - Scope of Work and Contract Requirements
Scope of Work:
It will be the Contractor's responsibility to provide, install, and operate the False Alarm
Reduction 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 develop FAMS system interface to
upload data from the Municipality Police Department's (PD) Record Management
System (RMS) and Geographical Interface System (GIS) Systems as an integral part of
maintaining compliance with the alarm ordinance. The Contractor shall accurately
convert all pertinent data downloaded from the Municipality'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
and do not cause any disruption to the Municipality and PD's operations.
Contractor shall provide appropriate supplies and services including but not limited to,
1. Single point of contact and daily citizen assistance
2. Maintain databases:
a. Alarm registrations
b. Registration Holder
c. Registration Holders with outstanding charges
d. Non - Registration Holders with outstanding charges
e. Address verification database.
f. Provide real-time and tape transfer between FAMS and PD RMS
system.
3. The Contractor will perform the collection of payments in accordance with the rates
established by the alarm ordinance,
4. Contractor shall perform all the billing in accordance with the Municipality's alarm
ordinance, as may be amended from time to time by the Municipality.
5. The system installed by the Contractor shall generate the following reports including
but not limited to:
a New alarm registrations issued and fees collected
b. Annual registration renewals billed and fees collected
c. Registrations inactivated and reason for inactivation
d. Registrations reactivated and reason for reactivation
e. Number of false burglar alarms
f. Number of false burglar alarms billed and fees collected
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Services Agreement for
Alarm Management
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 registration owners
k. False burglary and /or robbery alarms for non - registration owners
I. Suspension Report for registration holders as per ordinance if applicable.
6. The system shall be able to maintain the following critical dates:
a. Original registration issue date
b. Annual registration renewal date
c. Registration suspension date if applicable
d. Registration reinstatement date if applicable
e. Start date for new twelve -month period upon reinstatement of
registrations suspended for excessive alarms if applicable.
f. Date of each false alarm.
7. The system shall have ability to identify:
a. Registration holder
b. Non- registration holder
8. The system shall have ability to capture the following information;
a. Registration number
b. Registration issue date
a Registration expiration date
d. Registration type (commercial / residential)
e. Name of business or residential applicant / holder
£ 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.
Registration Holder Responsible for Alarm;
1) Name
2) Complete mailing address
3) Phone numbers
L 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
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Services Agreement for
Alarm Management
9. The system shall have ability to perform address validation against PD
RMS database.
10. The system shall have the ability to maintain an alarm company master
file, which includes:
a Assigned code number
b. Name, address, and telephone number of business
o Manager's name, and telephone number
11. The system shall have the ability to automatically generate a
registration number.
12. The system shall have the ability to maintain reasons for denial of
issuance of registration as per the ordinance.
13. Ability to generate renewal notices and second renewal notices automatically
within specified periods.
14. Ability to generate suspension notices based upon Municipality Ordinance.
15. Ability to generate notice to alarm users without permits.
16. Ability to generate notice to permit holders with one false robbery or other manually
activated alarm within a 12 -month period.
17. Ability to maintain historical information on registration issuance,
renewal, suspension and reinstatement on each property.
18. Ability to maintain current registrations status information.
19. Ability to maintain incident count (true/false alarms) information on each registration.
20. Ability to perform search on permit holder and. business name.
21. Ability to print registrations
22. Ability to interface with PD RMS system as follows:
a. Transfer on line and /or via tape a skeleton version of entire registration
database from FAMS system to RMS including the following:
1) Registration number (or non - registration identifier)
2) Name
3) Location
4) Registration status
5) Expiration date
6) Last incident date and time n
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Services Agreement for
Alarm Management
7) Alarm type
8) False alarm incident count
b. Transfer on line and/or via tape incident records from RMS to FAMS including:
1) Incident number
2) Priority
3) Call code
4) Disposition
5) Date
6) Tim.
(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
23. Ability to make adjustments /corrections on fees at the request of the Municipality.
24. Ability to make adjustments /corrections on fees relating to accounting errors.
25. Ability to generate incidents manually for account.
26. Ability to issue notice to registration holders with excessive false alarms.
27. Ability to issue notice to non registration holders with false alarms.
28. Ability to acceptlestablish temporary account numbers for non registration holders
who have incurred false alarm charges.
29. Ability to transfer a temporary account number charges to a permanent account
(registration) number.
30. Ability to maintain a table of fees in accordance with the Municipality Alarm
Ordinance.
31. Ability to generate renewal notices and second notices for active registrations.
32. Ability to determine false alarm charges based on the Municipality Alarm
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Services Agreement for
Alarm Management
Ordinance..
33. Collection requirements and provisions. PMAM will design, implement and maintain
a system to serve as the billing and collections agent and accounts receivable (AIR)
manager for the Municipality false alarm program. The Contractor will provide all
hardware, software, materials, supplies, space, and staff resources as required. The
system will meet the following collection specifications:
a Bill format will provide stub or appropriate remittance form to
accompany payment
b. Bill format, registration forms, envelopes, related correspondence
will identify to the customer a Contractor staffed and maintained office to
answer questions about bills and related false alarm system information
c. Bill content and other correspondence will provide instructions
directing the customer to call a Contractor maintained and staffed phone
number to answer questions about billing, bill status, and other false
alarm system matters. Questions concerning the validity of any
response or action taken by an employee(s) of PD regarding a
specified alarm call will be directed to a representative of the police
department
d. All bill, correspondence and related matters will be approved by
the Municipality.
e. Bills will be due in time lines specified in the Ordinance and or
rules and regulations as appropriate.
f. Record of bill will be retained by Contractor to apply to Account
Receivable system (AIR) to be maintained by Contractor.
g. Contractor will develop an AIR file, which the Municipality will have access to
review at any time.
h. System will provide the ability for the Municipality to print a bill for customers
wanting to make payment at the walk in cashier location(s) of the Municipality
and to provide on -line information to the Contractor regarding such payments so
that Contractor can maintain AIR file.
1. Contractor will provide the ability for customer to pay on -line, mail and walk -in
cashier.
j. Payments made by mail will be directed to a PO Box address in Irving, Texas
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Services Agreement for
Alarm Management
maintained and managed by the Contractor
k. Contractor system will track bad check occurrences and occurrences where
customer stop payments have been ordered.
I. Contractor will provide system for billing the customer for the appropriate bad
check fee charges and charges for stop payment situations.
m. When applicable, the billing and AIR system will be integrated with the
appeals hearing functions to be developed by the Contractor in order to provide
for integration of abatements, appeals hearing results and other appeals process
adjustment to the AIR system.
n. Within thirty (30) days of termination, or at the end of the contract period, the
Municipality will in writing request to the Contractor; and the Contractor will then
turn over to the Municipality; all records, files, database and related project
information and materials.
34. Ability to generate billing for alarm charges which includes the following
information:
a. Summary information:
1) Previous 1 past due amounts
2) New charges
3) Payments
4) Adjustments
5) New balance due.
b. Detail information
1) Type of incident
2) Date
3) Time received.
4) Reason/ description
5) Charge if applicable
35. Ability to show all incidents and their associated charges during the
current billing period.
36. Ability to provide itemized balance forward capabilities on billings.
37. Ability to generate the following reports:
a Exception listing of registrations/non-registrations, which has
exceeded established limitations.
b. Listing of registrations by
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1) Alarm company
Services Agreement for
Alarm Management
2) Registration number
3) Site address
4) Business/ Owner name
5) Police Sector
c. Listing of registration counts in all categories
d. Listing of outstanding charges
e. Monthly Alarm company roster
f. An incident exception report generated during daily incident
update process from RMS
g. Daily activity reports including
1) New registrations
2) Renewal notices
3) Second notices
4) Account billings
5) Incidents processed
Processing
The Contractor shall provide the services covered under this agreement and Scope from
its offices in Irving, Texas (at the present time) and make available hardware and
software and services necessary to establish and provide the False Alarm Reduction
program service. The computer system shall produce various notices including
violations (finable and non - finable), and maintain appropriate data required.
Contractor personnel shall perform all work under this agreement and supply
appropriate supplies and services, including but not limited to:
1. Hardware /software to maintain all data in reference to this agreement.
2. Provide personnel to perform all pertinent duties under this agreement.
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. Ensure that all components of the system, which might be capable of corruption by
virus, are virus -free and that industry proven protection mechanisms are provided.
3. Supply the Municipality with an interface document describing the type, size,
location, and medium of transfer from the Municipality RMS.
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Services Agreement for
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4. Defer to the Municipality 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 Municipality regarding a specified alarm call.
5. Send letter of violation of Municipal ordinance to alarm users without permits.
6. In addition, the Contractor shall keep records as listed below:
a.Total violations per location by hour of day, day of week, week of month, month
of year, or year
b.Total payments received by day of week, week of month, month of year, or year
c. Total number and dollar amount of delinquent offenders
d.List of delinquent offenders
e. Statistical report of billing and collection by fee type
f. Statistical report of billing and collections by service number
g. Statistical report of violation activity by service number and
disposition
h. Statistical report of revenue collected or billed by type (fine, late fee).
i. List of outstanding fees owed (not delinquent)
j. Total collections by payment date and incident or registration number.
k. Number and list pursuing appeals process through Alarm Review
Board /Appeals process at PD
I. Disposition of all court action
m. Number and list for non - finable violations by exception code
7. When possible, reports shall be produced based on the entry of variable parameters.
Threshold fields shall allow a specific date range or other criteria. All report searches,
when possible shall allow for multiple parameters.
8. Contact Tracking: The software shall allow personnel to record information obtained
as the result of telephone calls or other communication, regarding a violation,
registration status or informational change made to registration. This information shall
be attached to the violation and/or registration data as a contact history file. This
attached file shall record relevant data and include:
1) Date and time of contact
2) Contact's (caller) name
3) Brief comments
Training
1. The Contractor shall provide training for Municipality and Police Department
employees. Training shall be conducted in several sessions on an as needed basis.
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System Coordination
1. The Contractor shall coordinate with the Municipality's Department of Finance,
Information Services and the Police Department to develop a system that will allow
walk -in payments under the contract.
2. The Contractor shall provide during the life of the contract on -going computer
hardware, software support and maintenance to ensure uninterrupted operation.
4. The Contractor under this solicitation shall establish and provide public education,
awareness and information regarding the Municipality False Alarm Reduction Program.
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Exhibit "B"
Pricina and Receipt of Collections
This is a revenue sharing contract. The contractor shall retain 28% (28 percent) of all
collections and remit the 72% (72 percent) balance to the Municipality for the total of
the actual revenues generated and collected for the Municipality during the life of this
contract including all adjustments for
a. Alarm registration and renewal fees;
b. False alarms violation fee above a mandated limit;
c. Reinstatement fees;
d. Late fee for false alarms, initial registration and renewal fees;
Other charges imposed by the Municipality in relation to False Alarm Reduction
Program except for criminal penalties.
The contractor shall provide and pay for all facilities, products, labor, materials,
maintenance, tools, delivery, transportation, and other facilities and services necessary
to implement the FAMS system and perform the work required under this contract. The
Municipality will not accept any charges from the Contractor toward the provisions or
operation of this service except the revenue sharing portion proposed by the Contractor.
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