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Alarm Program Administration and Collection Services
AGREEMENT BETWEEN THE CITY OF SALINA,KANSAS and _ PMAM CORPORATION for ALARM PROGRAM ADMINISTRATION AND COLLECTION SERVICES This Agreement is entered into August 17, 2015 (the"Effective Date") by and between the City of Salina, Kansas,(the "City")and PMAM Corporation,a Texas corporation(the"Contractor"). Recitals A. The City desires to contract for alarm administrator services for the purpose of serving as the City's "alarm administrator"pursuant to Article III,Chapter 30 of the Salina Code,in compliance with federal,state,and local regulations. B. The Contractor has the requisite qualifications and experience to perform the services needed by the City and desires to perform those services pursuant to the terms of this Agreement. The parties, in consideration of the mutual promises set forth in this Agreement,agree and covenant: 1. Definitions. Capitalized words used in this Agreement shall have the following meanings: "Agreement" means this Agreement for Alarm Program Administration and Collection Services, as amended and supplemented from time to time. "City"means the City of Salina,Kansas. "Contractor"means PMAM Corporation and its successors. 2. Exhibits. The following Exhibits are attached to and made a part of this Agreement(Mark with"X"if applicable): Exhibit A: Responsibilities of the Parties M Exhibit B:Term; Schedule Exhibit C: Basis of Payment Exhibit D: Insurance Requirements 3. Responsibilities of the Parties. The parties agree to perform the responsibilities outlined in the attached and incorporated Exhibit A. 4. Term; Schedule. The Contractor agrees to perform its responsibilities during the term and according to the timeframe and schedule described in Exhibit B, subject to the potential for prior termination pursuant to the terms of this Agreement. 5. Payment. The City shall pay the Contractor for the performance of its responsibilities pursuant to this Agreement as set forth in Exhibit C. 6. Insurance Requirements. 6.1. Types and Amount of Coverage.The Contractor agrees to obtain insurance coverage as specified in Exhibit D, attached hereto, and shall not make any material modification or change from these specifications without the prior approval of the City. If the Contractor subcontracts any of its obligations under this Agreement,the Contractor shall require each such subcontractor to obtain insurance coverage as specified in Exhibit D. Failure of the Contractor or its subcontractors to comply with these requirements shall not be construed as a waiver of these requirements or provisions and shall not relieve the Contractor of liability. Contractor Services(2014-06-18) 6.2. Rating. All insurance policies shall be issued by insurance companies rated no less than A-VII in the most recent "Bests" insurance guide, and admitted in the state in which the Contractor's business is domiciled. Except as otherwise specified in Exhibit D, all such policies shall be in such form and contain such provisions as are generally considered standard for the type of insurance involved. 6.3. Certificate of Insurance. The parties acknowledge that the Contractor has provided the City with a certificate of insurance listing the City as the Certificate Holder and evidencing compliance with the insurance requirements in this Agreement. The City reserves the right to require complete certified copies of all insurance policies procured by the Contractor pursuant to this Agreement,including any and all endorsements affecting the coverage required hereunder. 7. Injury to Persons or Damage to Property. The Contractor acknowledges responsibility for any injury to person(s) or damage to property caused by its employees or agents in the performance of its duties under this Agreement and shall immediately notify the City's Risk Management Department at (785) 309-5705 in the event of such injury to person(s) or damage to property. 8. Indemnification. To the fullest extent permitted by law, the Contractor shall defend, indemnify and hold harmless the City, its agents, representatives, officers, officials and employees from and against all claims, damages, losses and expenses (including but not limited to attorney fees and court costs) attributable to bodily injury, sickness, disease, death, or injury to, impairment, or destruction of property, including loss of use resulting therefrom, to the extent that such claims, damages, losses, and expenses relate to, arise out of, or are alleged to have resulted from the wrongful acts, negligent acts, errors, omissions, or defective work or services of the Contractor, its employees, agents, or any tier of subcontractors in the performance of this Agreement. 9. Voluntary Termination. The City may terminate this Agreement, with or without cause, at any time upon thirty (30)days advance written notice to the Contractor. In the event of such termination,the Contractor shall be compensated for such services as have been satisfactorily performed through the date of termination,but no compensation shall be earned after the effective date of the termination.Notwithstanding the above,the Contractor shall not be relieved of any liability to the City for damages sustained by the City by virtue of any breach of this Agreement by the Contractor, and the City may withhold any payments to the Contractor for the purposes of set-off until such time as the exact amount of damages due the City from the Contractor may be determined. 10. Default. If either party fails to comply with any term of this Agreement within thirty(30) days after written notice to comply has been mailed by the non-defaulting party to the defaulting party, such failure shall be deemed an immediate breach of this Agreement ("Event of Default"); provided, however, if such failure cannot be reasonably cured within such thirty (30) day period, then a longer period of time shall be afforded to cure such breach, up to a total of ninety (90) days, provided that the party in default is diligently seeking a cure and the non-defaulting party is not irreparably harmed by the extension of the cure period. 11. Remedies. Upon the occurrence of an Event of Default,the non-defaulting party shall have the following rights and remedies,in addition to any other rights and remedies provided under this Agreement or by law: 11.1 Termination. The non-defaulting party shall have the right to terminate this Agreement or terminate the defaulting party's rights under this Agreement. 11.2 Other Remedies. The non-defaulting party may pursue any available remedy at law or in equity(including specific performance)by suit,action,mandamus or other proceeding to enforce and compel the performance of the duties and obligations set forth in this Agreement,to enforce or preserve any other rights or interests of the non-defaulting party under this Agreement or otherwise existing at law or in equity and to recover any damages incurred by the non-defaulting party resulting from such Event of Default. 12. Non-Assignable. Due to the unique qualifications and capabilities of the Contractor, neither the rights nor responsibilities provided for under this Agreement shall be assignable by either party,either in whole or in part. 13. Notices. All notices required or permitted to be given pursuant to this Agreement shall be in writing and delivered personally or sent by registered or certified mail, return receipt requested, or by generally recognized, prepaid, commercial courier or overnight air courier service. Notice shall be considered given when received on the date appearing on the return 2 receipt,but if the receipt is not returned within five(5)days, then three (3) days after mailed, if sent by registered or certified mail or commercial courier service; or the next business day, if sent by overnight air courier service. Notices shall be addressed as appears below for each party, provided that if any party gives notice of a change of name or address, notices to the giver of that notice shall thereafter be given as demanded in that notice. CITY: City Clerk Attn: Chief of Police P.O.Box 736 Salina,KS 67402-0736 CONTRACTOR: PMAM Corporation Attn: Mr.Pankaj Kumar,President 5430 LBJ Freeway,Suite 370 Dallas,TX 75240 14. Retention and Inspection of Records. The Contractor shall maintain complete, accurate, and clearly identifiable records with respect to all costs and expenses incurred under this Agreement. The records shall be maintained during the term of this Agreement, and for a period of three (3) years from the date of final payment under this Agreement (the "Retention Period"); provided, however, that if any litigation, claim or audit is commenced prior to the expiration of the Retention Period, then the Retention Period shall be extended until all litigation, claims or audit findings have been completely terminated or resolved,without right of further appeal. During the Retention Period,the Contractor shall allow a representative of the City during normal business hours to examine,audit,and make transcripts or copies of such records and any other documents created pursuant to, or arising under, this Agreement. The City agrees to responsibly utilize all information obtained pursuant to this paragraph for the purposes of reviewing, confirming, and verifying the nature and amount of all costs and expenses incurred under this Agreement. The City agrees to take reasonable precautions not to disclose such information outside the scope of those stated purposes, subject to the Kansas open records act or other applicable law. 15. Non-appropriation. The City is subject to Kansas budget and cash basis laws, and operates on a calendar fiscal year. In the event that this Agreement involves financial obligations spanning multiple fiscal years for the City, it is subject to annual appropriation by the City's governing body for future fiscal years. If the City's governing body does not appropriate the funds necessary to fulfill the City's financial obligations pursuant to this Agreement,the City shall so notify the other parties to this Agreement and this Agreement shall be null and void for purposes of the fiscal year(s)affected by the decision of the governing body not to appropriate. 16. Relationship. It is expressly understood that Contractor in performing services under this Agreement,does so as an independent contractor. The City shall neither have nor exercise any control or direction over the methods by which Contractor performs its responsibilities as outlined in Exhibit A. The sole interest and responsibility of the City is to see that the services covered by this Agreement are performed and rendered in a competent, efficient, and satisfactory manner. Contractor shall be exclusively responsible for all taxes, withholding payments, employment-based benefits, deferred compensation plans,including but not limited to its workers compensation and social security obligations,and the filing of all necessary documents,forms,or returns pertinent to the foregoing. 17. Subcontracting. Contractor shall not subcontract any work or services under this Agreement without the City's prior written consent. 18. Compliance with Applicable Law. Contractor shall comply with all applicable federal,state,and local law in the performance of this Agreement. 19. Equal Opportunity. (a) In conformity with the Kansas act against discrimination and Chapter 13 of the Salina Code, the Contractor and its subcontractors, if any,agree that: 3 (1) The Contractor shall observe the provisions of the Kansas act against discrimination and Chapter 13 of the Salina Code and in doing so shall not discriminate against any person in the performance of work under this Agreement because of race,sex,religion,age,color,national origin,ancestry or disability; (2) The Contractor shall include in all solicitations, or advertisements for employees, the phrase "equal opportunity employer,"or a similar phrase to be approved by the City's human relations director; (3) If the Contractor falito comply with the manner in which the Contractor reports to the Kansas human rights commission in accordance with the provisions of K.S.A.44-1031 and amendments thereto,the Contractor shall be deemed to have breached this Agreement and it may be canceled,terminated or suspended, in whole or in part,by the City; (4) If the Contractor is found guilty of a violation of Chapter 13 of the Salina Code or the Kansas act against discrimination under a decision or order of the Salina human relations commission or the Kansas human rights commission which has become final,the Contractor shall be deemed to have breached this Agreement and it may be canceled,terminated or suspended,in whole or in part,by the City; (5) The Contractor shall not discriminate against any employee or applicant for employment in the performance of this Agreement because of race,sex,religion,age,color,national origin,ancestry or disability;and (6) The Contractor shall include similar provisions in any subcontract under this Agreement. (b) The provisions of this section shall not apply to this Agreement if the Contractor: (1) Employs fewer than four employees during the term of this Agreement;or (2) Contracts with the City for cumulatively$5,000 or less during the City's calendar fiscal year. 20. Administration of Agreement. All references in this Agreement requiring the City's participation or approval shall mean the participation or approval of the City Manager or his designee,unless otherwise provided herein. 21. Attorney Fees. If any suit or action is instituted by either party hereunder,including all appeals,the prevailing party in such suit or action shall be entitled to recover reasonable attorney fees and expenses from the non-prevailing party, in addition to any other amounts to which it may be entitled. 22. Right to Independent Legal Advice. The Contractor understands and acknowledges the right to have this Agreement reviewed by legal counsel of the Contractor's choice. 23. Applicable Law;Venue. This Agreement and its validity,construction and performance shall be governed by the laws of Kansas. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be in the Saline County,Kansas District Court. 24. Interpretation. This Agreement shall be interpreted according to its fair meaning, and not in favor of or against any Party. 25. Time. Time is of the essence of this Agreement. No extension will be granted unless in writing and signed by the parties. Should the end of a time period fall on a legal holiday that termination time shall extend to 5:00 p.m. of the next full business day. 26. Severability. The unenforceability,invalidity,or illegality of any provision of this Agreement shall not render the other provisions unenforceable,invalid,or illegal. 27. Authority and Consent to Transaction. Each party represents to the other that the person executing this Agreement has full and legal authority to bind such party to the terms of this Agreement, and that the execution and delivery of this Agreement have been duly and validly authorized by the governing body of each party. 4 28. Persons Bound. This Agreement shall extend to and bind the heirs,executors, administrators,trustees, successors and authorized assigns of the parties hereto. 29. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original,or in multiple originals,and all such counterparts or originals shall for all purposes constitute one agreement. 30. Amendments.Neither this Agreement nor any of its terms may be changed or modified, waived, or terminated except by an instrument in writing signed by an authorized representative of the party against whom the enforcement of the change, waiver,or termination is sought. 31. Waiver. No failure or delay by a party hereto to insist on the strict performance of any term of this Agreement, or to exercise any right or remedy consequent to a breach thereof,shall constitute a waiver of any breach or any subsequent breach of such term. No waiver of any breach hereunder shall affect or alter the remaining terms of this Agreement, but each and every term of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. 32. Conflict Resolution. No interpretation of this Agreement shall be allowed to find the City has agreed to binding arbitration. 33. No Third Party Beneficiaries. Solely the parties to this Agreement shall have rights and may make claims under this Agreement. There are no intended third party beneficiaries under this Agreement, and no third parties shall have any rights or make any claims hereunder. 34. Typewritten or Handwritten Provisions.Typewritten or handwritten provisions inserted or attached,and initialed by all parties,shall supersede all conflicting printed provisions. 35. Feminine-Masculine,Singular-Plural. Wherever used,singular shall include the plural,plural the singular,and use of any gender shall include all genders. 36. Headings. The headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the interpretation of any provision hereof. 37. Merger Clause. These terms are intended by the parties as a complete, conclusive and final expression of all the conditions of their Agreement. No other promises, statements, warranties, agreements or understandings, oral or written, made before or at the signing thereof,shall be binding unless in writing and signed by all parties and attached hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives. CITY OF . ► _ ;'SAS By: ripi■ on R I. d,Mayor, Attest: ' . mwrilms...7-myr • lai4eZ forzge.- Form: 4 /Li// Door/ L-gal Cou se'r PMAM CORPORATION By: i111° Pankaj Kumar,Chief Executive Officer 5 EXHIBIT A RESPONSIBILITIES OF THE PARTIES Scope of Work: The Contractor agrees to serve as, and fulfill all the responsibilities of, the City's "alarm administrator" pursuant to Chapter 30, Article III of the Salina Code pertaining to alarm systems designed to summon a police response, the terms and conditions of which are incorporated herein by this reference. Without limiting the foregoing, the Contractor shall 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; I. 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 k. False burglary and/or robbery alarms for non-permitted owners 1. Suspension or revocation Report for permit holders as per ordinance, if applicable A-I 6. System functionality to capture the following information: a. Permit number b. Permit issue date c. Permit expiration date d. Permit typeYesidential /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. 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 2) Priority 3) Call code 4) Disposition 5) Date 6) Time: A-2 (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: 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. 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 A-3 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 Other Obligations: 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 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 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. Licensing of Software 1. During the term of this Agreement, the City shall be licensed and authorized to use the Contractor's software, together with any additional customizations or modifications developed for the City hereunder. The license is non-transferrable. Except for the foregoing license, the 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. A-4 Responsibilities upon Termination. Within ten (10) days of any termination or expiration of this Agreement, all finished or unfinished documents,data, studies,surveys,drawings,maps, models, photographs, reports or other material prepared or obtained by the Contractor pursuant to this Agreement shall be delivered to the City. All data obtained or prepared under this Agreement, including data relating to alarm registrations and alarm permits, shall be owned by the City and shall be delivered to the City in MS-SQL format upon termination,or earlier upon the City's request. Confidentiality of Information 1. At all times, the Contractor shall recognize the City's sole and exclusive ownership of all information provided by the City or generated or obtained by the Contractor based on information provided by the City, alarm users,alarm installation companies, or alarm monitoring companies pursuant to this Agreement, and the sole and exclusive right and jurisdiction of the City to control the use of this information. 2. The Contractor acknowledges and agrees that all information obtained in the performance of the Contractor's responsibilities hereunder, including but not limited to information contained in records gathered through the alarm registration or reinstatement process, the submission of customer lists by alarm installation companies and monitoring companies, or the appeals process (collectively, the "Confidential Information"), is of a sensitive and private nature and should not be available to the public. Accordingly, the Contractor agrees that neither it, nor its employees, subsidiaries, subcontractors, or agents shall disclose, sell, transfer, publish, or otherwise use or make available any Confidential Information to any person or entity, except as necessary to perform its obligations under this Agreement, without the expressed written permission of the City or unless required to do so by law. 3. The Contractor further agrees that in the event that any documents containing confidential information should be improperly used or removed in any way from the possession or control of the Contractor, the Contractor shall immediately notify the City orally and in writing, and shall assist and cooperate with the City 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. 4. The Contractor agrees to return any and all data furnished and information derived hereunder promptly upon a request by the City. City Responsibilities 1. The 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. A-5 Additional Services Provider shall not perform or provide, and shall not be paid for, any services not included in this Agreement (the "Additional Services") unless and until it receives written pre-authorization from the City, which specifies the Additional Services to be performed and the compensation to be paid for the Additional Services. The City shall have no responsibility for any costs incurred by the Contractor_fir;Additional Services not specifically approved in advance and authorized in writing by the City. A-6 EXHIBIT B TERM; SCHEDULE The initial term of this Agreement shall be for a period of approximately (3) years commencing on the Effective Date, and ending on the day immediately preceding the third anniversary of the Contract Implementation Date (the "Initial Term"), subject to earlier termination as set forth in this Agreement. Upon the expirafion of the Initial Term, this Agreement shall be subject to automatic extension 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. B-1 EXHIBIT C BASIS OF PAYMENT This is a revenue sharing contract. The Contractor shall retain the percentage specified in the table below from all collections and shall remit the remaining balance to the City. The Contractor's percentage compensation shall be calculated based on actual revenues generated and collected by the Contractor for the City during the term of this Agreement, and shall be calculated based on the following revenue:: 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;and e. Other charges imposed by the City and collected by the Contractor pursuant.to Chapter 30, Article III of the Salina Code(excluding criminal penalties). City of Salina PMAM Corporation 72% 28% The City and Contractor shall share the revenue generated from fees and charges 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. 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 and deduct and offset such amount from the percentage amount to the City hereunder. The share of the revenues payable to Contractor and the City in accordance with the provisions of this Exhibit C 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. The Contractor shall submit to the City an itemized statement, on a monthly basis, showing the calculation of the fees due and reimbursable expenses incurred, and showing 1) the actual revenue amounts collected for the preceding month, and 2)the cumulative revenue amount collected to date. 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 based upon the current provisions of applicable City ordinances and resolutions relating to alarms, and the fees and charges assessed to alarm users thereunder. Should said ordinances or resolutions change at any time during the term of this Agreement to reduce the applicable fees and charges, or to establish business licensing fees that the City imposes on the Contractor by virtue of the services performed by the Contractor hereunder, 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 C-1 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, Contractor shall be paid all fees and costs due and owing Contractor as of the date of said termination. The City acknowledges that Contractor is installing the Program at no cost the City. Consequently, in the event the City terminate.s 4.41as.•Agreement without cause within 12 months from the Effective Date, 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 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 by the City without cause after the Contract Implementation Date and within 12 months from the Effective 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 by the City without cause prior to the Contract Implementation Date,the amount of fees to be paid to Contractor shall be an amount equal to $916.00 multiplied by the number of months remaining in the Guaranteed Period, with partial months prorated accordingly. 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. C-2 EXHIBIT D INSURANCE REQUIREMENTS (Contractor Services) Pursuant to Section 6 of the Agreement, the Contractor shall obtain, pay for, and maintain— and shall require each of its authorized subcontractors to obtain and maintain — for the duration of the Agreement, policies of insurance meeting the following requirements: 1. General Requirements. A. Additional Insured. With the exception of the workers' compensation and professional liability policies to be obtained by the Contractor hereunder, all policies shall name the City of Salina ("City"), its agents, representatives, officers, officials, and employees as additional insured(s). Insurance for the additional insured shall extend to Products/Completed Operations and be as broad as the insurance for the named insured, including defense expense coverage, and, with respect to the commercial general liability policy required hereunder, shall be endorsed to apply as primary and non-contributory insurance before any other insurance or self-insurance, including any deductible, maintained by, or provided to, the additional insured(s). B. Waiver of Subrogation. Where allowed by law, all policies will include a waiver of subrogation in favor of the City, its agents, representatives, officers, officials, and employees. C. Claims Made Policies. If coverage is written on a claims-made basis for any of the policies required by this Agreement, the Contractor must maintain the coverage for a minimum of two (2) years from the date of final completion of all work under the Agreement. D. Premium and Deductible Expenses. The Contractor shall be responsible for all premiums and retention or deductible expense for any and all policies required by this Agreement. 2. Specific Coverage Requirements. A. Commercial General Liability ("CGL"). The Contractor shall maintain CGL coverage written on ISO Occurrence form CG00 01 or an industry equivalent, which shall cover liability arising from Personal Injury, Bodily Injury, Property Damage, Premises and Operations, Products and Completed Operations, Contractual Liability, Independent Contractors and Advertising Injury. The policy limits shall not be less than the following: • Each occurrence $1,000,000 • General aggregate $2,000,000 • Personal and Advertising Liability $1,000,000 B. Business Automobile Liability ("BAL"). The Contractor shall maintain BAL coverage written on ISO form CA 00 01 or an industry equivalent. Coverage shall be applicable to all autos and other vehicles subject to compulsory auto liability laws that are owned, hired, rented or used by the Contractor and include automobiles not owned by but used on behalf of the Contractor. The BAL policy limits shall not be less than the following: D-1 • Combined single limit $500,000 C. Workers' Compensation/Employer's Liability. The Contractor shall maintain workers' compensation and employer's liability coverage with policy limits not less than the following: • Workers' Compensation (Coverage Part A) o Statutory—Based on the Contractor's state of operation and all applicable extra-territorial provisions • Employer's Liability (Coverage Part B) o $100,000 each accident o $500,000 disease—policy limit o $100,000 disease—each employee D. Professional Liability — Errors and Omissions. The Contractor shall maintain professional liability insurance covering errors and omissions, with limits of not less than $1,000,000. In the event coverage is provided on a claims-made basis, the professional liability insurance shall be maintained for a period of not less than two (2) years after completion of the Contract or, in lieu thereof, the Contractor shall purchase tail coverage (extended reporting period) under which the City shall be afforded protection. E. Cyber Security/Cyber Liability. The Contractor shall maintain cyber security/cyber liability coverage. Coverage may be written on an occurrence or claims-made form and shall include claims against the Contractor resulting in damages to third parties caused by network security breach, privacy breach, copyright and trademark infringement, breach of federal, state or local laws and regulations, system security failure resulting in harm to third party systems, customer notification/mitigation expense and electronic theft. The policy limits shall not be less than the following: • Each occurrence $1,000,000 • General aggregate $1,000,000 Notwithstanding anything to the contrary contained in this Exhibit D or the Agreement, the Contractor shall not be required to maintain the cyber security/cyber liability coverage until September 1, 2016. The Contractor shall provide the City with a certificate of insurance evidencing the cyber security/cyber liability coverage on or before September 1, 2016, and shall thereafter maintain such coverage for the duration of this Agreement. D-2 ® CJL DATE(MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE R054 8/27/2015 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATIONIS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: MHBT INC/PHS Pn"c°,No.Eot): (866) 467-8730 FAX (AC. (888) 443-6112 464042 P: (866) 467-8730 F: (888) 443-6112 ADDRESS: PO BOX 33015 INSURER(S)AFFORDING COVERAGE NAIL# SAN ANTONIO TX 78265 INSURER A: Hartford Lloyd's Ins Co 38253 INSURED INSURER B: Twin City Fire Insurance 29459 INSURER C: Ace American Ins Co 22667 P M A M CORPORATION INSURERD: 5430 LYNDON B JOHNSON FWY STE 370 INSURERE: DALLAS TX 75240 INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I\SR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY£.VP LIMITS 1 TR INSR WVD (MM/DD/YY}Y) (I/II/DIMITY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2, 000, 000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED $300, 000 PREMISES(Ea occurrence) _ A X General Liab X X 46 SBA LX2968 10/06/2015 10/06/2016 MEDEXP(Any one person) $10, 000 PERSONAL&ADV INJURY $2, 000, 000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4, 000, 000 POLICY PRO- X LOC PRODUCTS-COMP/OP AGG $4, 000, 000 JECT OTHER: $ AUTOMOBILE LIABILITY (Ea aclIl d D SINGLE LIMIT $2 000, 000 ANY AUTO BODILY INJURY(Per person) A ALL OWNED SCHEDULED 46 SBA LX2968 10/06/2015 10/06/2016 BODILYINJURY(Peraccident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) S X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $3, 000, 000 A EXCESS LIAB CLAIMS-MADE 46 SBA LX2968 10/06/2015 10/06/2016 AGGREGATE $3, 000, 000 DED X RETENTION$10,000 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT '1, 000, 000 OFFICER/MEMBER EXCLUDED? N/A - $1, 000, 000 B (Mandatory in NH) 46 NEC DW8595 10/06/2015 10/06/2016 E.L.DISEASE-EA EMPLOYEE - If yes,describe under E.L.DISEASE-POLICY LIMIT $1, 000, 000 DESCRIPTION OF OPERATIONS below C Professional Liab G24240563004 11/24/2014 11/24/2015 $2,000,000/$2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Those usual to the Insured's Operations . RE: False Alarm Management Program Certificate Holder is an Additional Insured per the Business Liability Coverage Form SS0008 attached to this policy. Waiver of Subrogation applies in favor of the Certificate holder per the Business Liability Coverage Form SS0008 attached to this policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE City of Salina DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City Clerks Office AUTHORIZED REPRESENTATIVE PO BOX 736 SALINA, KS 67402 ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD ® CJL DATE(�1M/DDlYYYY) A�° CERTIFICATE OF LIABILITY INSURANCE R054 8/27/2015 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATIONIS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: MHBT INC/PHS (NCC...No.Ext): (866) 467-8730 i c. No): (888) 443-6112 464042 P: (866) 467-8730 F: (888) 443-6112 ADDRIESS: PO BOX 33015 INSURER(S)AFFORDING COVERAGE NAICe SAN ANTONIO TX 78265 INSURERA: Hartford Lloyd's Ins Co 38253 INSURED INSURERB: Twin. City Fire Insurance 29459 INSURERC: Ace American Ins Co 22667 P M A M CORPORATION INSURERD: 5430 LYNDON B JOHNSON FWY STE 370 INSURERE: DALLAS TX 75240 INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IVSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR !ASR WI'D (M,U/DD/YY37) (.111I/DD/ITYY1 COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2, 000, 000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED $300, 000 PREMISES(Ea occurrence) A X General Liab X X 46 SBA LX2968 10/06/2015 10/06/2016 MED EXP(Any one person) $10, 000 - PERSONAL&ADV INJURY 52, 000, 000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4, 000, 000 POLICY PECOT- X LOC PRODUCTS-COMP/OP AGG $4, 000, 000 OTHER: $ AUTOMOBILE LIABILITY (�a acic d D SINGLE LIMIT $2, 000, 000 ANY AUTO BODILY INJURY(Per person) 5 A ALL OWNED SCHEDULED 46 SBA LX2968 10/06/2015 10/06/2016 BODILY INJURY(Per accident) 5 AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE _AUTOS (Per accident) 5 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $3, 000, 000 A EXCESS LIAB CLAIMS-MADE 46 SBA LX2968 10/06/2015 10/06/2016 AGGREGATE $3, 000, 000 DED X RETENTIONS 10,000 $ WORKERS COMPENSATION X PER 0TH- AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1, 000, 000 OFFICER/MEMBER EXCLUDED? B (Mandatory in NH) wA $46 NEC DW8595 10/06/2015 10/06/2016 E.L.DISEASE-EA EMPLOYEE 1, 000, 000 - If yes,describe under E.L.DISEASE-POLICY LIMIT S1, 000, 000 DESCRIPTION OF OPERATIONS below C Professional Liab G24240563004 11/24/2014 11/24/2015 $2,000,000/$2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Those usual to the Insured' s Operations. RE: False Alarm Management Program Certificate Holder is an Additional Insured per the Business Liability Coverage Form SS0008 attached to this policy. Waiver of Subrogation applies in favor of the Certificate holder per the Business Liability Coverage Form SS0008 attached to this policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE City of Salina DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City Clerks Office AUTHORIZED REPRESENTATIVE - PO BOX 736 SALINA, KS 67402 ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD MHBT INC/PHS PO BOX 33015 SAN ANTONIO TX 78265 City of Salina City Clerks Office PO BOX 736 SALINA KS 67402 ACORD 25(2014/01) MHBT INC/PHS PO BOX 33015 SAN ANTONIO TX 78265 P M AM CORPORATION 5430 LYNDON B JOHNSON FWY STE 370 DALLAS TX 75240 ACORD 25(2014/01)