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HomeMy WebLinkAbout17- Police ORIGINAL CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION From: Keith L. Kilmer, Chief of Police Subject: Resolution of the City of San Bernardino Authorizing a Contract with Dept: Police Department PMAM Corporation of Irving, Texas, for Police False Alarm Billing Services Date: October 19, 2010 l M/CC DATE: November 1, 2010 Synopsis of Previous Council Action: None. Recommended Motion: Adopt Resolution. KEITH L. KILMER, Chief of Police JUME YOTS A, Interim IT Director Contact person: Public Safety Systems Mgr Michael Eckley Phone: 384-5947 Supporting data attached: Yes Staff Report/Resolution Ward: All FUNDING REQUIREMENTS: Amount: $40,500 Source:001-210-5505-0000-0049 Finance Council Notes: Agenda Item No. !1-01 -2010 f CITY OF SAN BERNARDINO — REQUEST FOR COUNCIL ACTION Staff Report Subject Resolution of the City of San Bernardino authorizing a contract with PMAM Corporation of Irving, Texas, for Police False Alarm billing services. Background Early in 1998, the Information Technology Department's Public Safety Systems Group was called upon by the San Bernardino Police Department to create a temporary billing mechanism for false alarm responses and annual alarm permit invoicing. A simple program was created and placed into service using a desktop Microsoft software package. The product has grown to a point that it cannot support the number of alarm users and the number of annual invoicing transactions. The workflow process for billing involves several steps that must be coordinated between the Police Department and the IT Department to produce invoices. The alarm software has no accounts receivable reports and every transaction is paper based. The software was only intended to be used for a short period and does not allow for online e- Government services for our residents and business owners. The software is being replaced in order to provide better financial control, improve the effectiveness of our false alarm ordinance, and to improve our service to the public. Staff evaluated the feasibility and cost of purchasing new software and keeping alarm program management in-house. Specialized alarm management software would cost approximately $30,000 to purchase with maintenance costs ranging from $8,000 to $10,000 annually. This option requires the City to purchase software and an annual maintenance upfront; however, it does not address the need for a web-based interface for alarm permit holders. In-house software packages do not perform collection services. The Information Technology Department also researched the possibility of using the existing"Permits-Plus"permitting software to manage this project; while technically possible, this is not an effective option and would be costly. In late 2009, the Police Department began researching two large firms who provide outsourced "total management" packages that provide false alarm billing, alarm permit tracking, false alarm reduction training, and Internet based e-Government services for our customers. The Police Department contacted the vendors, viewed presentations, discussed revenue sharing models, and checked local and regional references. One of these vendor's, PMAM Corporation, of Irving, Texas,provides a product line and revenue sharing model that was superior. The following strategic goals and objectives are part of this modernization plan: 1. Provide a high quality Internet based interface for alarm permit holders. 2. Reduce the number of false alarm incidents through improved public education. 3. Identify problem response locations and offer training/education to stop responses. 4. Improve Accounts Receivable reporting and increase collection on overdue fees. t The proposed action will approve an agreement with PMAM Corporation to provide a full line of services associated with the Police Department's existing false alarm project. PMAM Corporation will provide the following services to all of our alarm permit holders: 1. Interactive e-Government web-based Alarm Permit account for each alarm permit holder. Alarm holders will be able to view their account, make payments, renew annual permits, and make modifications to "key holder" and/or "responsible party information." Users will be able to access free educational material about the alarm program. All of these features are provided at no cost to alarm permit holders. Paper based services will be available to all permit holders who choose not to use the web-based options. 2. Per event billing services with options for alarm permit holders to receive paperless electronic invoices. Billing services allow permit holders to select options to receive warnings when they are near the point of suspension for too many false alarm responses. 3. When an alarm permit holder has been identified as a repeat offender, PMAM Corporation will provide training materials and advice to the permit holder to reduce the number of false alarm events coming from the permit holder's account. 4. Access to helpdesk staff to enable permit holders to discuss any issue surrounding false alarm responses, their accounts, and their alarm systems. PMAM Corporation will provide the Police Department with the following services: 1. Monthly remittance of collected permit fees and false alarm fines along with web-based access to financial tracking/auditing reports. 2. Full access to all permit holder account data. 3. Interactive control over account suspensions and reinstatements. 4. PMAM Corporation will use their corporate contacts with some of the larger alarm monitoring agencies to identify customers in our city who do not have the required alarm permits. The Police Department determined that the quality of services provided by PMAM Corporation exceed the features offered by the other large scale alarm permit management vendor. Specifically, the quality of the citizen's web interface and the free training tools for the public were viewed as far superior. Based on these issues and the confirmation of positive performance from reference agencies, it is recommended pursuant to San Bernardino Municipal Code 3.04.010(b)(3), that the Mayor and Common Council approve a selected source justification for the establishment of a contract for false alarm billing services from PMAM Corporation, of Irving, Texas. Financial Impact There are no start-up costs for this contractual service from PMAM Corporation. PMAM will retain 22% of the permit revenue and false alarm fines that they collect. A conservative estimate, based on improved collection practices, suggests that the City will receive approximately a 30% increase in gross revenue. A banking account exclusively for funds collected from San Bernardino will be established and through the recommended agreement, a monthly detailed summary of revenues will be provided. PMAM will retain 22% of collected revenues and send the City a remittance for the balance on a monthly basis. The City will also be provided with a monthly reconciliation statement so that collected revenues can be balanced with alarm account activity. The Police Department will track revenues with a series of financial reports that are included in the alarm program software. This reimbursement process is similar in style and procedures to the process used by the San Bernardino Fire Department for invoicing for paramedic services. Consistence with the process workflow which has been reviewed and approved the City Finance Department, the Police Department's staff will work with the City Finance Director, the City Treasurer and the vendor to produce monthly revenue accountability documents based on City audit procedures. The FY 10-11 Police budget includes $81,400 for alarm contract costs and $269,400 for gross alarm revenues. The expenditure is included in the Support Services program budget (account: 001-210-5505-0000-0049). Net revenues are projected to total $269,000 which represents no increase over budgeted FY 09-10 alarm revenues. Staff anticipates that services from PMAM Corporation will begin on or about February 1, 2011. As a result, the FY 2010-11 Police budget alarm permit and fine revenues are expected to increase by about $7,500. Alarm contract costs are not expected to exceed $41,000 for the remainder of FY 2010-11. The City will save an additional $7,000 in printing and postage costs because the outsource vendor provides all stationery, envelopes and postage. Based on the experience of other entities, the Police Department estimates that false alarm incidents may fall by about 10% annually due to public education and collection services offered by this vendor. The reduction in calls for service achieves additional man-hour savings, which generates more time for officers to respond to other critical calls for service. Funds for the annual purchase order of $41,000 are appropriated in the FY 2010-11 General Fund Police Department Support Services Program budget for professional services (001-210- 5505-0000-0049). Account: 001-210-5505-0000-0049 Budget Total $214,800 Balance as of September 9, 2010: $180,624 Balance after approval of this item: $139,624 Please note this balance does not indicate available funding. It does not include non- encumbered reoccurring expenses or expenses incurred but not yet processed. Recommendation Adopt Resolution. AWARd City of San Bernardino San Bernardino Police Department Interoffice Memorandum To: Charles McNeely, City Manager From: Michael Eckley, Public Safety IT Manager Subject: Purchase Pursuant to Municipal Code Section 3.04 .010 (B) (3) Date: October 18, 2010 Copies: Keith L. Kilmer, Chief of Police Mark Garcia, Assistant Chief of Police R. C. Garcia, Captain - Support Services The San Bernardino Police Department has used simple software created internally for over a decade to track and invoice false alarm responses. This software is also used to invoice false alarm permits to the public. The Police Department is presenting a plan to the City Council to begin to outsource the invoicing process for false alarm responses and the processes associated with false alarm permit renewals . In accordance with Department Director Letter (DDL) 82, the following information is presented as justification for permission to proceed with a DIMS system upgrade pursuant to SBMC Section 3.04 . 010 (B) (3) : 1 . Vendor PMAM Corporation is one of two large scale vendors who provide these unique services to municipal law enforcement agencies across the nation. The Police Department' s project team attended presentations from both vendors and talked with references provided by each vendor. Considering the uniqueness of this service, the project team decided that PMAM Corporation provides considerably higher quality services to the public than the other vendor. Additionally, PMAM Corporation offers to provide their services at a rate of compensation lower than the other vendor. 2 . Number of Quotes Quotes for services were obtained from both qualified vendors. PMAM Corporation provides a highly interactive website for alarm permit holders (citizens and businesses) and provides more full-featured suite of permit holder training services than the other vendor. PMAM Corporation' s 22% revenue sharing model is lower than the other vendor' s quoted sharing rate. 3 . Bid Process The formal bid process was not used because the Police Department could locate only two vendors for this unique service who provide such services to large metropolitan cities . Because, the interface with the public is so critical to the success of this type of project, the Police Department wanted to research the two vendors in great detail before deciding on a product. PMAM Corporation provides a set of services and user interfaces to the public that would have made them the preferred vendor even if their revenue sharing model has been the most expense of the two vendors . The Police Department has worked with the City Attorney' s Office to prepare an acceptable Vendor Service Agreement (VSA) for these services. 4 . Cost Reductions PMAM Corporation' s internal collection services and alarm permit holder "training academies" will increase the amount of revenue collected from the false alarm project and will reduce the number of false alarm incidents at the same time. Reference agencies reported that they saw more than 30% increases in their revenue while reducing false alarm responses by about 10% annually. The Police Department believes that similar performance will be seen in our proposed project. It is requested that this upgrade purchase package be purchased pursuant to San Bernardino Municipal Code Section 3.04.010 (B) (3) . Appr ved by: d L VALA Charles McNeely, it anager 1 C (0) I RESOLUTION NO. 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING A 3 CONTRACT WITH PMAM CORPORATION OF IRVING, TEXAS FOR POLICE FALSE ALARM BILLING SERVICES. 4 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 5 CITY OF SAN BERNARDINO AS FOLLOWS: 6 7 SECTION 1. After a review of products, pricing, existing infrastructure, and a check 8 of municipal references, PMAM Corporation of Irving, Texas is the recommended provider for 9 the purchase of a service contract for Police False Alarm billing services, alarm holder 10 education services, and annual permit holder management services for the San Bernardino 11 Police Department. Pursuant to San Bernardino Municipal Code 3.04.010(b)(3), the Mayor and 12 Common Council approve a selected source justification for this purchase. 13 14 SECTION 2. That the Mayor and Common Council authorize the City Manager, or his r Service Agreement attached and labeled as Exhibit A between 15 designee, to sign the Vendo S g ( ) 16 PMAM Corporation and the City of San Bernardino for services outlined in Section 1 of this 17 Resolution. 18 SECTION 3. The authorization to sign the Vendor Service Agreement referenced in 19 Section 2 of this Resolution is rescinded if the Vendor Service Agreement is not signed by both 20 21 parties within forty-five (45) days of the passage of this Resolution. 22 23 24 25 26 t 27 AV 28 1 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING A CONTRACT WITH PMAM CORPORATION OF IRVING, TEXAS FOR POLICE 2 FALSE ALARM BILLING SERVICES. 3 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 5 and Common Council of the City of San Bernardino at a meeting thereof, held 6 on the day of , 2010,by the following vote,to wit: 7 Council Members: AYES NAYS ABSTAIN ABSENT 8 MARQUEZ 9 DESJARDINS 10 11 BRINKER 12 SHORETT 13 KELLEY 14 JOHNSON 15 MCCAMMACK 16 17 Rachel G. Clark, City Clerk 18 The foregoing Resolution is hereby approved this day of , 2010. 19 20 Patrick J. Morris, Mayor 21 City of San Bernardino 22 Ap roved as to Form- 23 J n s F. Penman, City Attorney 24 25 26 27 28 QVENDOR SERVICES AGREEMENT CITY OF SAN BERNARDINO and PMAM CORPORATION This Vendor Services Agreement is entered into this day of by and between PMAM Corporation, a Texas based Corporation whose address is 105 Decker Court, Suite 675,Irving Texas, 75062 ("VENDOR") and the City of San Bernardino ("CITY" or"San Bernardino"). WITNESSETH: WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to contract for the installation, conversion, operation and service of a False Alarm Reduction Program and for the alarm tracking and billing system ("FAMS") and collection services in accordance with the City's Alarm Ordinances; NOW,THEREFORE,the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and services as set forth on Exhibit"A," attached hereto and incorporated herein. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the VENDOR, shall retain no more than 22% of revenue collected from false alarm fees and fines. There will be NO cost to the City at any time. PMAM Corporation will provide all the resources and bear all expenses for printing the stationery and all other related expenses. b. CITY shall reimburse no expenditures made by VENDOR. c. CITY shall have the right to audit Vendor's accounting practices and files at any time. 3. TERM. The initial term of this Agreement shall be for a period of three years. The projected start up date for full service outsourcing is November 1, 2010. The City shall have the right and option to extend the term hereof by two additional (3) year periods by giving written notice to Vendor of City's election to extend the terms hereof. Any extensions of this Agreement shall be on the same terms as set forth herein unless otherwise agreed to by the parties in writing. City shall inform Vendor in writing if Vendor fails to perform its duties under this Agreement. Vendor shall remedy the problem within ninety (90) days from the receipt of such notices. 1 Exhibit "A" Should Vendor fail to remedy the problem with in ninety (90) days, City may terminate this Agreement. This Agreement may be terminated at any time by thirty (30) days' written notice by either party. The terms of this Agreement shall remain in force unless mutually amended. The duration of this Agreement may be extended with the written consent of both parties. City shall pay all that is payable under this Agreement to Vendor until the date of termination. Vendor Fee Schedule and pricing for any and all services to be provided by Vendor to City under this Agreement have been set, established and agreed to 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, as same may be extended, then Vendor reserves the express right to enter into good faith negotiations with City to modify the Fee Schedule and pricing accordingly. If,within thirty(30) days of notice from Vendor to City of its desire to so renegotiate, the parties are unable to reach an agreement mutually acceptable to both parties, then Vendor reserves the right to terminate this Agreement. Said termination shall not be deemed to be a default by Vendor under this Agreement, Vendor shall be paid all fees and costs due and owing Vendor as of the date of said termination. Effect of Termination. If this Agreement is terminated as provided herein, City may require ,,..� Vendor to provide all finished or unfinished documents and data and other information of any kind prepared by Vendor in connection with the performance of services under this Agreement. Vendor shall be required to provide such documents and other information within fifteen (15) days of the request. All data relating to Alarm permits shall be owned by the City. Upon termination of this Agreement, Vendor shall deliver to the City all data in MS-SQL format. 4. Intellectual Property. Vendor 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. The proprietary software is considered loaned to the City during the duration of this Agreement as laid out in herein and the City will not have any access to PMAM's proprietary software after the termination of the Agreement. 5. INDEMNITY. Vendor agrees to and shall indemnify and hold the City, its elected officials, employees, agents or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act or omission of Vendor, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the City, its elected officials, employees, agents or `� 2 representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its own expense, including attorney's fees, the City, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. Vendor hereby waives any and all rights to any types of express or implied indemnity against the City, its elected officials, employees, agents or representatives, with respect to third party claims against the Vendor relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 6. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY in writing at least 30 days prior to any change in or termination of the policy. 7. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, .01 discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or ` sexual orientation, or any other status protected by law. 8. INDEPENDENT CONTRACTOR. VENDOR shall perform work tasks provided by this Agreement, but for all intents and purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for VENDOR and its officers, agents, and employees, and all business license, if any are required, in connection with the services to be performed hereunder. 9. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 10. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: 3 TO THE CITY: TO THE VENDOR: City Manager IMAM Corporation 300 North "D" Street 105 Decker Court, Suite 675 San Bernardino, CA 92418 Irving, TX 75062 11. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 12. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. I13. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 14. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 15. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 16. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 4 17. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 17. REMEDIES; WAIVER. All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought. 18. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject matter of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day I and date set forth below. Dated: , 2009 PMAM Corporation By: Pankaj Kumar, CEO Dated , 2009 CITY OF SAN BERNARDINO By: Charles McNeely, City Manager Approved as to Form: James F. Penman, City Attorney By: 5 VENDOR SERVICES AGREEMENT CITY OF SAN BERNARDINO and PMAM CORPORATION This Vendor Services Agreement is entered into this day of , by and between PMAM Corporation, a Texas based Corporation whose address is 105 IDecker Court, Suite 675, Irving Texas, 75062 ("VENDOR") and the City of San Bernardino ("CITY" or"San Bernardino'). I WITNESSETH: WHEREAS, the Mayor and Common Council has determined that it is advantageous and in the best interest of the CITY to contract for the installation, conversion, operation and I service of a False Alarm Reduction Program and for the alarm tracking and billing system ("FAMS") and collection services in accordance with the City's Alarm Ordinances; NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration stipulated, San Bernardino hereby engages the services of VENDOR to provide those products and services as set forth on Exhibit"A,"attached hereto and incorporated herein. 2. COMPENSATION AND EXPENSES. a. For the services delineated above, the VENDOR, shall retain no more than 22% of revenue collected from false alarm fees and fines. There will be NO cost to the City at any time. PMAM Corporation will provide all the resources and bear all expenses for printing the stationery and all other related expenses. b. CITY shall reimburse no expenditures made by VENDOR. c. CITY shall have the right to audit Vendor's accounting practices and files at any time. 3. TERM. The initial term of this Agreement shall be for a period of three years. The projected start up date for full service outsourcing is November 1, 2010. The City shall have the right and option to extend the term hereof by two additional (3) year periods by giving written notice to Vendor of City's election to extend the terms hereof. Any extensions of this Agreement shall be on the same terms as set forth herein unless otherwise agreed to by the parties in writing. City shall inform Vendor in writing if Vendor fails to perform its duties under this Agreement. Vendor shall remedy the problem within ninety (90) days from the receipt of such notices. 1 Should Vendor fail to remedy the problem with in ninety (90) days, City may terminate this Agreement. This Agreement may be terminated at any time by thirty (30) days' written notice by either party. The terms of this Agreement shall remain in force unless mutually amended. The duration of this Agreement may be extended with the written consent of both parties. City shall pay all that is payable under this Agreement to Vendor until the date of termination. Vendor Fee Schedule and pricing for any and all services to be provided by Vendor to City under this Agreement have been set, established and agreed to based upon the current provisions of applicable City ordinances relating to alarms. Should said ordinances change at 1 any time during the term of this Agreement to reduce the applicable fee, fines and charges, as same may be extended, then Vendor reserves the express right to enter into good faith 1 negotiations with City to modify the Fee Schedule and pricing accordingly. If, within thirty(30) days of notice from Vendor to City of its desire to so renegotiate, the parties are unable to reach an agreement mutually acceptable to both parties, then Vendor reserves the right to terminate this Agreement. Said termination shall not be deemed to be a default by Vendor under this Agreement, Vendor shall be paid all fees and costs due and owing Vendor as of the date of said termination. I Effect of Termination. If this Agreement is terminated as provided herein, City may require Vendor to provide all finished or unfinished documents and data and other information of any kind prepared by Vendor in connection with the performance of services under this Agreement. Vendor shall be required to provide such documents and other information within fifteen (15) days of the request. All data relating to Alarm permits shall be owned by the City. Upon termination of this Agreement, Vendor shall deliver to the City all data in MS-SQL format. 4. Intellectual Property. Vendor 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. The proprietary software is considered loaned to the City during the duration of this Agreement as laid out in herein and the City will not have any access to PMAM's proprietary software after the termination of the Agreement. 5. INDEMNITY. Vendor agrees to and shall indemnify and hold the City, its elected officials, employees, agents or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act or omission of Vendor, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the City, its elected officials, employees, agents or 2 representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its own expense, including attorney's fees, the City, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. Vendor hereby waives any and all rights to any types of express or implied indemnity against the City, its elected officials, employees, agents or representatives, with respect to third party claims against the Vendor relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 6. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, VENDOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of$1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY in writing at least 30 days prior to any change in or termination of the policy. 7. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, VENDOR shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law. 8. INDEPENDENT CONTRACTOR. VENDOR shall perform work tasks provided by this Agreement, but for all intents and purposes VENDOR shall be an independent contractor and not an agent or employee of the CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for VENDOR and its officers, agents, and employees, and all business license, if any are required, in connection with the services to be performed hereunder. 9. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. VENDOR warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. 10. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: 3 TO THE CITY: TO THE VENDOR: City Manager PMAM Corporation 300 North"D" Street 105 Decker Court, Suite 675 San Bernardino, CA 92418 Irving, TX 75062 11. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this paragraph. 12. ASSIGNMENT. VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR of VENDOR's obligation to perform all other obligations to be performed by VENDOR hereunder for the term of this Agreement. 13. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 14. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 15. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 16. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 4 17. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 17. REMEDIES; WAIVER. I All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The failure of either party to act in the event of a breach of this Agreement I by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought. 18. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject matter of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: 12009 PMAM Corporation By: Pankaj Kumar, CEO Dated , 2009 CITY OF SAN BERNARDINO By: Charles McNeely, City Manager Approved as to Form: James F. Penman, City Attorney B y:d �e ` 5 Exhibit A Scope of Services PMAM Corporation shall provide a false alarm tracking software package and a web based management utility which shall include at a minimum, the following components : I . Creation of a database and a custom website interface A. PMAM shall provide a web-based solution that will provide the City of San Bernardino with an opportunity to direct Internet users to the established PMAM website via the City' s website or by other means directly so that the citizen user can do at least the following actions : 1 . Allow citizens and business owners to enter information for their permit, pay renewals, pay fines, and access their accounts on the Internet. 2 . The website will also provide information, including text, video training, and educational materials related to alarms and false alarm problems for citizens and business owners. B. On a weekly basis, PMAM shall access a FTP website provided by the City of San Bernardino and electronically upload the CAD Calls-for-Service file provided by the Police Department related to false alarm responses . C. On a weekly basis, PMAM shall access a FTP website provided by the City of San Bernardino and shall download to this site a current listing of revoked, suspended, or reactivated alarm permits for the Police Department' s review. D. PMAM shall provide, at no cost to the permit holder or the City, CD-ROM discs to citizens and business owners in the City of San Bernardino with training and educational information concerned the operation of an alarm within the City. PMAM will personalize the CD-ROM with graphics and symbols representing the City of San Bernardino and the San Bernardino Police Department. II . Enforcement of the False Alarm Ordinance: A. During the term of this agreement, PMAM Corporation shall provide the City with unrestricted access to their proprietary software package that will be used to maintain false alarm permits, track and invoice false alarm events, and that generates reports related to activities associated with this program. 1. The software package and its associated public website shall to, at a minimum, the following functions: a. Send alarm permit applications to residents and businesses that may have alarms but are not registered in the City alarm permit database. b. Maintain a listing of permits that are active, suspended, and/or revoked. c. Send alarm permit renewal applications and associated reminder notices to permit holders before their scheduled renewal dates. d. Send letters and invoices to residences and businesses that have false alarm events as per the City' s False Alarm Ordinance and conduct any necessary follow-up. e. Collect all associated fee and conduct all interactions either by letters or by telephone calls with permit holders and unregistered alarm system operators for fee and reconcile accounts on a monthly basis. f. Respond to all queries from permit holders and unregistered alarm system operators. g. Send out renewal notices at least 30 days in advance of expiration/renewal dates. 2 . All data relating to alarm permits, responses, and fees collected shall be owned by the City of San Bernardino and upon termination of this agreement PMAM shall deliver to the City all data in the City' s selected format. Additionally, all parties agree that: a. PMAM shall retain all rights and title to application software that they provide including but not limited to, all publication rights, all development rights, all reproduction 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 provided by PMAM. The application software provided by PMAM is protected by copyright and is trademarked by PMAM. b. All information provided by the City and it' s permit holders is confidential and shall not be shared, loaned, sold, or viewed by anyone not on the City of San Bernardino' s designated "share list" without the expressed permission of the City of San Bernardino. c. Dedicated PMAM personnel who will be responsible for answering call, educating permit holders, or unregistered alarm system operators on issues surrounding the City' s False Alarm Ordinance, alarm permitting procedures, invoicing questions, and all other service related issues shall be direct employees of PMAM and shall be located at PMAM' s corporate worksite. d. It shall be the responsibility of PMAM to pay all costs related to printing all stationary, all postage, and all other related operating costs related to correspondence with permit holders and unregistered alarm system operators. e. It shall be the responsibility of PMAM to produce, at no cost to the City or its permit holders, an educational multimedia CDROM. f. A dedicated telephone number will be provided, and paid for by PMAM for permit holders and unregistered III . Report Generation A. PMAM shall provide the following information to the City of San Bernardino upon request at anytime: 1. Provide a monthly report detailing all funds received and an associated detail of monies distributed to both PMAM and the City of San Bernardino. 2 . Specialized reports that include: a. Annual permit renewals billed and associated fees collected. b. Permits inactivated and reasons for inactivation. c. Permits reactivated and reasons for reactivation. d. Number of false alarm events received by PMAM. e. Number of false alarm events billed and associated fees collected. f. Number of reinstatement fees billed and associated fees collected. g. Number of false alarm events for permit holders . h. Number of false alarm events for unregistered alarm system operators. IV. Other Duties A. PMAM shall provide the following additional services as part of this contract: 1. Generate suspension notices based on the City Falase Alarm Ordinance. 2 . Generate notices to unregistered alarm system operators about false alarm events and the required permitting processes . 3 . Maintain historical information on permit issuance, renewals, suspensions, and reinstatement by property address . 4 . Maintain status information for all permits. 5 . Maintain a count of all true and false alarm events on each permit. 6. Provide searches based on permit holder names (persons and businesses) . 7 . Print permits online and in batch processes . 8 . Archive inactive permits . 9 . Make and report adjustments/corrections on fees related to accounting errors . 10. Generate incidents manually for accounts as needed. 11 . Issue notices to permit holders and unregistered alarm system operators with excessive false alarms . 12 . Issue notices to unregistered alarm system operators about any false alarm responses. 13. Archive historical data. 14 . Accept and establish temporary account numbers for unregistered alarm system operators who have incurred false alarm charges . 15. Transfer temporary account number charges to permanent account numbers when permits are issued to unregistered alarm system operators. 16. Determine false alarm charges based on the City of San Bernardino' s False Alarm Ordinance fee schedule. 17 . Show all incident and their associated charges on an account (permit) history record for each billing period. 18 . Provide itemized balance forward capabilities on invoices/billings . B. PMAM shall provide the following financial additional services as part of this contract: 1 . PMAM will establish, open, and maintain a bank account solely for the deposit of alarm related revenue associated with the City of San Bernardino. 2 . Each month, PMAM will issue two checks from the bank account opened solely for City of San Bernardino revenues . One check shall be issued to the City of San Bernardino for 78% of all revenue collected for the prior month and the other check to PMAM for 220 of all revenue collected for the prior month. 3 . PMAM acknowledges that the City of San Bernardino has the right to audit this bank account at any time . 4 . PMAM will issue, along with the two monthly checks, a monthly statement of activity for reconciliation of revenues against the number of accounts billed.