HomeMy WebLinkAbout25D - AGMT - PD SOFTWAREREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
NOVEMBER 5, 2019
TITLE:
APPROVE AN AGREEMENT WITH
SUPERION, LLC TO PROVIDE
ALARM MANAGEMENT SOFTWARE
AND SERVICES FOR THE SANTA
ANA POLICE DEPARTMENT
{STRATEGIC PLAN NO. 1, 2A}
/s/ Kristine Ridge
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1sl Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
Authorize the City Manager to execute a three-year agreement with Superion, LLC, for the period
of November 5, 2019 through November 4, 2022, with two one-year options, for Cry Wolf software
and services to manage the Santa Ana Police Department's alarm program, subject to non -
substantive changes approved by the City Manager and City Attorney.
DISCUSSION
The Santa Ana Police Department's alarm program currently tracks over 3,700 alarm permits
throughout the City held by residential and commercial alarm users. Police Department and
Finance and Management Services staff notify customers of permit renewals, and process annual
permit renewal fees. The annual permit fee is currently $36.14. The Police Department also bills
for false alarms in accordance with the City's miscellaneous fee schedule.
On November 28, 2017, the Police Department issued a request for proposals (RFP #17-098) for
alarm management services. On December 12, 2017, a pre -proposal conference was conducted,
and on January 4, 2018, both Superion, LLC and PMAM Corporation submitted proposals for
consideration. An evaluation committee consisting of representatives from the City's Finance and
Management Services Agency's Treasury Division, the Santa Ana Police Department's Information
Services Division, and Chiefs Office reviewed and rated the two proposals. The proposals were
evaluated according to Responsiveness to RFP (10%), Alarm Management System Software and
Services (40%), Experience of Firm and Personnel (20%), and Cost of Proposal (30%), as stated
in the RFP.
25D-1
Agreement with Superion, LLC
November 5, 2019
Page 2
The results of the RFP evaluation are as follows:
Vendor
Score
Su erion, LLC
462
PMAM
384
500 point maximum
Superion, LLC was the most responsive, capable and experienced respondent. The Superion
proposal maintains efficiencies and will assist the Santa Ana Police Department with enforcing its
Alarm Ordinance, including registering of alarm systems, permit renewal notifications, and billing
of permit fees in accordance with the City's Alarm Ordinance. Superion will also maintain a
database of community members who use alarm systems, track false alarm occurrences, and
handle the billing and collection of penalties for false alarm violations. In addition, Superion has
established interfaces with Inform Computer Aided Dispatch (CAD) and Inform Records
Management System (RMS), which are the Santa Ana Police Department's current CAD and RMS
systems, which should facilitate a more efficient implementation process.
Lastly, and most importantly, Superion will work with the Santa Ana Police Department to help
educate community alarm users on how to reduce false alarms. The reduction of false alarms will
enhance officer safety and free -up law enforcement resources to respond to more urgent calls for
service, thereby reducing response times. Superion will work with the Police Department to
develop and implement a targeted citizen education and outreach program to further engage and
educate current and prospective alarm users on the reasons and methods for reducing false
alarms. Additionally, Superion will help develop and host an Alarm Program website that provides
citizens and businesses with continuing alarm education by presenting false alarm reduction
information and providing access to an online Alarm Awareness Class (Alarm School). The online
information can include:
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• Appeal process
• Registration and reinstatement requirements
• False alarm fee structure
• Tips on How to Reduce False Alarms
• Frequently Asked Questions
• Law Enforcement response guidelines
• Alarm School
For the provision of technology and services outlined in the Scope of Services, Superion will retain
14 percent of the alarm permit and alarm fee revenue. Based on 14 percent of Alarm Permit and
False Alarm revenues of $97,000 and $115,000, respectively, it is estimated that Superion will
retain $29,680 in alarm revenue. In addition, Superion will retain approximately $8,700 per year
for miscellaneous operating costs, including bank lockbox charges, credit card processing, and
mailing. In total, it is estimated that Superion will retain $38,380 per year, or $115,140 over the
term of the three-year agreement. It is estimated that through the proposed scope of services,
Superion will be able to increase program revenues to cover these anticipated costs. There will
be no upfront systems development, licensing, conversion, equipment, travel, support or other
costs to implement the system.
25D-2
Agreement with Superion, LLC
November 5, 2019
Page 3
Superion has been providing alarm management services for over 19-years and has been selected
by over 330 municipalities across the country. Superion currently provides false alarm
management services for 43 California cities and counties ranging in population of 23,000 to
3, 850, 000.
STRATEGIC PLAN ALIGNMENT
Approval of this item assists the City in meeting Goal #1 Community Safety, Objective #2 (Broaden
communications, information sharing and community awareness of public safety activities.)
FISCAL IMPACT
Superion, LLC will retain 14 percent, or approximately $29,680, of Alarm Permit and False Alarm
revenues, and approximately $8,700 for miscellaneous operating costs, including bank lockbox
charges, credit card processing, and mailing. The estimated annual fees that will be retained by
Superion is $38,380. The remaining Alarm Permit revenue and False Alarm revenue will be
deposited in accounts 01114002 51401 and 01114402 53413, respectively.
APPROVED AS TO FUNDS AND ACCOUNTS:
David Valentin
Chief of Police
Santa Ana Police Department
Exhibit: 1. Agreement with Superion, LCC
Kathryn Downs, CPA
Executive Director
Finance and Management Services Agency
25D-3
CONTRACT FOR FALSE ALARM BILLING AND TRACKING SERVICES
THIS CONTRACT FOR FALSE ALARM TRACKING AND BILLING SERVICES
("Contract") made and entered into this 51" day of November, 2019, by and between the Santa
Ana, a municipal corporation of the State of California, 20 Civic Center Plaza, Santa Ana, CA
92701, ("SANTA ANA" or "CITY") and Superion, LLC ("CONTRACTOR"), 1000 Business Center
Drive, Lake Mary, Florida 32746.
WITNESSETH:
Whereas, the SANTA ANA Council enacted ordinances related to alarm systems and
false alarms titled as Alarm Ordinance No. NS-2196 of this date ("Alarm Ordinance"), as
amended; and
Whereas, in its implementation of the Alarm Ordinance, SANTA ANA is authorized to
engage a third -party CONTRACTOR to assist the CITY in the enforcement of the Alarm
Ordinance so that persons and organizations that use alarm systems can be held accountable for
false alarms through a system of fees and penalties; and
Whereas, on November 29, 2017, the City issued a competitive Request for Proposals
("RFP") #17-098 for Alarm Management Services for the Santa Ana Police Department and based
on the RFP evaluation selected Public Safety Corporation, a wholly owned subsidiary of Superion,
LLC, as the most responsive vendor to this request; and
Whereas, the CONTRACTOR created and markets the proprietary and patented (U.S.
Patent No. 6,856,246) software system called CryWolf ("Software'), an integrated suite of
software applications operating in a Windows -based environment, designed to assist false alarm
reduction managers and planners in government agencies and industry in accessing information
relevant to false alarms, and which has been developed at CONTRACTOR's private expense for
the commercial marketplace and is not in the public domain;
Whereas, SANTA ANA desires to engage the CONTRACTOR to provide the full service
false alarm solution ("Services") described in Attachment A; and
Whereas, the CONTRACTOR desires to accept such engagement.
Now, Therefore, the parties agree as follows:
1. Term.
The term of this Contract shall commence on the date written above (the "Effective Date") and
shall continue for a period of three (3) years. This agreement shall have two one-year optional
extensions, excerciseable in writing by the City Manager.
2. Contract Documents and Order of Precedence.
The contract documents consist of the following Attachments which are
incorporated into the Contract by this reference:
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A. Attachment A, describes the Scope of Services to be provided by the
CONTRACTOR and the CITY's operational responsibilities, Attachment B, Payment Terms,
and Attachment C, CONTRACTOR's Proposal dated January 18, 2018, Attachment D, City RFP
dated November 29, 2017 with Addendums(s),.
B. The Order of Precedence shall be as follows: (1) this Contract; (2) Attachment A,
(3) Attachment B, (3) Attachment C and (4) Attachment D
3. Alarm Management Scope of Services.
A. The CONTRACTOR shall provide the Alarm Management Services described in
Attachment A - Alarm Management Services.
B. The Alarm Management Services shall assist SANTA ANA in enforcing its Alarm
Ordinance to include tracking of responsible persons (including individuals, businesses and
government agencies) who use alarm systems, registering of alarm systems, billing and
notification of permit and false alarm fees in accordance with the Alarm Ordinance and at the
direction and under the supervision of SANTA ANA's Alarm Administrator, maintenance of a
database of persons who use alarm systems, tracking of false alarm occurrences, collection of
fees, the collection and enforcement of penalties for violations, generating performance and
outcome reports and assuring the availability to SANTA ANA of timely false alarm information, all
as more specifically described in Attachment A - Alarm Management Services.
4. Software license.
SANTA ANA shall be licensed and authorized to use the Software and any additional
specific customization and development provided as part of the Alarm Management Services
described in Attachment A. The license shall cover all Software, including, without limitation,
software interfaces and software modifications. The scope of the license is non -transferable and
non-exclusive and is authorized by CONTRACTOR for use by SANTA ANA to access its false
alarm information.
5. Duration of the Software License.
SANTA ANA shall have the right to use the Software in accordance with Attachment A
for so long as the CONTRACTOR provides Alarm Management Services to SANTA ANA and/or
licenses the Software in accordance with the Termination provisions in this Contract. This license
shall apply for the duration of the Contract and any extensions provided for herein or agreed to in
writing by the parties. In the event the business relationship with CONTRACTOR is terminated
or ended for any reason, SANTA ANA's license rights to use the Software shall likewise terminate
except as provided for in this Contract, including Attachment B.
6. Modification of the Software.
A. Modifications or adaptations of the Software shall be limited to creating or
providing interfaces between the Software and SANTA ANA's computer systems required to
import or export data in order to implement the Software.
B. SANTA ANA shall retain a nonexclusive License to use the modified and/or
"customized" interfaces with the Software, provided, however, the use of the original Software
25D-5
with such adaptations in any projects other than the management of the Alarm Ordinance shall
be subject to additional compensation to CONTRACTOR in an amount and subject to terms to be
determined by the parties in writing prior to any such additional use.
7. Protecting Confidential and Proprietary Information.
The proprietary information of both parties, CONTRACTOR and SANTA ANA, is and shall
remain the valuable intellectual property of each respective party. Except as required by law,
neither party shall disclose any such information to any third party for any reason without the
express written consent of the other party and shall only use proprietary information for internal
purposes to facilitate and assist CONTRACTOR and CITY staff in the administration of the Alarm
Ordinance. In addition, the parties shall provide reasonable safeguards to protect their respective
software, hardware systems and data from unauthorized intrusion by third parties.
Notwithstanding, the parties recognize that the CITY is a government body subject to compliance
with California Public Records laws.
Names, addresses, type of alarm, identification information of any alarm monitoring
company, or identification information of any person cited under the Alarm Ordinance shall not be
released, exhibited or sold to any third party by CONTRACTOR, except as required by law.
All data received hereunder shall be made a part of SANTA ANA's permanent records
and files and preserved therein for a period in accordance with the requirements of California law.
SANTA ANA will inform CONTRACTOR of the required retention time in writing at the beginning
of the Contract term and, in the event these requirements change, as soon as those changes are
approved by the appropriate California State or CITY agency.
All alarm related data maintained by the CONTRACTOR shall remain the property of the
CITY. If the contract is terminated for any reason, the CONTRACTOR shall provide such data to
SANTA ANA on a timely basis in a mutually acceptable, electronic file format.
8. Reproduction and Copyright.
A. The Software is protected under the Copyright and Patent laws of the United
States, and as extended by treaty, with Canada. SANTA ANA may not copy, or allow anyone else
to copy or otherwise reproduce, any part of the Software without the prior written consent of
CONTRACTOR, except to store and/or install a copy of the Software on a storage device, such
as a network server, used only to run the Software on other computers over an internal network
and except for two copies for back-up or archive purposes.
B. SANTA ANA may copy any CONTRACTOR provided Software as necessary to its
hard disks or other such storage medium to efficiently operate the Software on SANTA ANA
single -user system, multiple -user system, or network. The Software shall be copied as a whole,
and the use of the copies shall be governed by this Contract. All other copying is prohibited.
9. Limitations on the Use of the Software.
SANTA ANA may not reverse engineer, decompile, or disassemble the Software. The
Software is licensed as a single product. Its component parts may not be separated.
25D-6
10. Notices of Intellectual Property Rights,
SANTA ANA shall assure that CONTRACTOR's notices of intellectual property (e.g.,
patent, trademark, and copyright notices) provided by CONTRACTOR, if any, shall remain visible
on the Software when displayed electronically, or when output created by it is printed for
distribution to persons or organizations outside the normal scope of the Alarm Ordinance.
11. Payment.
SANTA ANA shall pay the CONTRACTOR for the Services described, in accordance with
Attachment B ("Payment Terms"). City neither warrants nor guarantees any minimum or
maximum compensation to CONTRACTOR under this Agreement. CONTRACTOR shall be paid
only for actual services performed under this Agreement at the rates and charges identified in
Attachment B.
12. Collection of Fines.
The CITY shall support the collection of false alarm fees, fines and penalties in accordance
with the Alarm Ordinances and at the direction of the Alarm Administrator. If the CITY directs
CONTRACTOR to engage a third -party collection organization for delinquent amounts, the CITY
shall cause the necessary legislative and administrative procedures to be enacted and/or adopted
in order to delegate to the CONTRACTOR the authority to collect the delinquent fees on behalf
of the CITY.
13. Confidentiality of SANTA ANA False Alarm Data.
Any false alarm collection data provided to the CONTRACTOR during the performance of
the Alarm Management Services shall be used only in a manner consistent with this Contract,
and no false alarm collection data shall be disclosed without the prior written consent of SANTA
ANA. If such disclosure is compelled or required in anyjudicial or administrative proceeding, the
CONTRACTOR shall, before disclosing such information, first notify SANTA ANA and give
SANTA ANA an opportunity to object to the disclosure.
In the event SANTA ANA objects to such disclosure, it shall notify the CONTRACTOR that
it will indemnify it, to the extent provided by law, for any costs and expense incurred, including,
without limitation, the cost of attorney fees expended in the defense of any action or proceeding,
or relating to the refusal to disclose such information.
14. SANTA ANA Responsibilities.
A. SANTA ANA shall cooperate with and assist the CONTRACTOR by providing
management decisions affecting startup or provision of the Alarm Management Services within
ten (10) business days of receipt of CONTRACTOR's request for a decision, as well as providing
personnel, information, approvals, and acceptances in accordance with a mutually -agreed
Implementation Plan to be developed by CONTRACTOR and SANTA ANA at the start of the
Services. This Implementation Plan will define the detailed tasks and schedule necessary to
achieve the following program target milestones:
1) Commence Services implementation activities on the Effective Date;
25D-7
2) Begin collecting and processing alarm location information within sixty (60) days
of the Effective Date; and
3) Begin processing false alarm activations within ninety (90) days of the Effective
Date.
The Implementation Plan shall be agreed to in writing by both parties and upon execution by both
parties shall be incorporated into this Contract by reference. If factors beyond the
CONTRACTOR's control prevent processing of false alarms within the implementation timeline,
extension of the implementation must be mutually agreed to and documented via change order.
B. SANTA ANA shall provide the CONTRACTOR with RMS alarm incident records,
appeal records, and necessary historical, non -financial alarm registration and alarm incident
information in accordance with the terms of a mutually -agreed implementation plan and in a
mutually -agreed electronic format, as necessary and proper, to allow the CONTRACTOR to
effectively provide the Services and enforce the Alarm Ordinance.
15. SANTA ANA Alarm Administrator.
To facilitate effective communication between SANTA ANA and the CONTRACTOR, and
in accordance with the Alarm Ordinance, SANTA ANA shall designate an Alarm Administrator.
The Alarm Administrator shall have the power and authority to make decisions relating to the
Services. A secondary Alarm Administrator will also be designated to act on behalf of the Alarm
Administrator when the primary Alarm Administrator is unavailable. The primary and secondary
Alarm Administrators shall be designated by SANTA ANA. The Alarm Administrator has the
authority to waive, void, or modify violation notices and the resulting fine amounts. Any such
waiver, modification, or voiding will be communicated to the CONTRACTOR in a written format.
16. Resolution of Disputes. INTENTIONALLY OMITTED
17.Termination.
A. For Convenience. Either party may terminate this Contract for any reason and at
any time by giving at least sixty (60) days written notice to the other party of such termination and
specifying the effective date thereof. If the Contract is terminated by the CITY, the
CONTRACTOR shall be paid for any services already performed by sharing in the collections of
all amounts billed by the CONTRACTOR through the date of termination. If the Contract is
terminated by the CONTRACTOR, the CONTRACTOR shall provide an option for the CITY to
transition operation of the alarm program to CITY facilities and staff using the CONTRACTOR's
proprietary Software as described in Paragraph 18A.
B. For Cause. Either party may terminate this Contract for cause if the other party
does not perform its duties or exercise its responsibilities in accordance with this Contract
including the maintenance of the system of fees and fines in effect at the beginning of the Contract
period. Upon an event of cause by either party (Non -performing party), the other (Claimant) party
shall provide thirty (30) days prior written notice to the non -performing party that the Contract
terms have not been carried out in accordance with this Contract. If the event of cause is not
25D-8
corrected by the Non -performing party to the reasonable satisfaction of the Claimant, the Claimant
may terminate this Contract after a thirty (30) day written cure notice to the Non -performing party.
C. Termination within Initial Two (2) Year Period. If this Contract is terminated by the
CITY or its implementation is terminated or postponed by the CITY during the initial two (2) year
period, for any reason other than breach by the CONTRACTOR or termination by Contractor,
CONTRACTOR shall be entitled to receive a prorated share of its initial startup costs as specified
in Attachment B, in addition to any Service fees owed the CONTRACTOR as described in
Paragraph 18 — Rights upon Termination.
18.Rights upon Termination.
A. If the CONTRACTOR is entitled to terminate this Contract or the CITY chooses
not to continue the Contract for its convenience, the CONTRACTOR shall offer SANTA ANA an
option, which must be exercised within thirty (30) calendar days after the Notice of Termination,
to continue a conditional, uninterrupted, non-exclusive and non -transferable license to use the
proprietary Software as necessary to support and administer SANTA ANA's Alarm Ordinance
conditional on the payment of one-time transitional service and ongoing annual license,
maintenance and support fees at the CONTRACTOR's then prevailing rates.
B. If SANTA ANA terminates this Contract or if the CONTRACTOR terminates for
cause, SANTA ANA, in addition to payment of false alarm collections owed to the
CONTRACTOR based on the CONTRACTOR's billings through the date of termination, shall
undertake good faith efforts to collect any Alarm Management Services fees and civil penalties
for Ordinance violations billed, but not yet collected, as of the date of termination, in order to pay
the CONTRACTOR, all amounts due the CONTRACTOR as a result of efforts engaged in by
the CONTRACTOR on SANTA ANA's behalf. Good faith efforts include keeping the lock box
open to receive payments, and continuing with the revenue sharing for billings through the date
of termination.
C. In the event that either party terminates this agreement, the CONTRACTOR agrees
that all data collected under this agreement is part of SANTA ANA's permanent record and that
all data, including historical records under the required retention time will be provided to SANTA
ANA in an agreed upon data format within 30 days of the termination date.
19.Indemnification.
A. The CONTRACTOR shall indemnify, hold harmless, and defend SANTA ANA, its
elected and appointed officials, employees, agents and successors in interest from all claims,
damages, losses and expenses including attorney's fees, arising out of or resulting, directly or
indirectly, from the CONTRACTOR's (or CONTRACTOR's subcontractors, if any) performance or
breach of the Contract provided that such claim, damage, loss, or expense is not caused by the
negligent act or omission or willful misconduct of SANTA ANA or its elected and appointed officials
and employees acting within the scope of their employment. This Hold Harmless and
Indemnification provision shall in no way be limited by any financial responsibility or insurance
requirements and shall survive the termination of this Contract.
B. In the event that a claim is made against the CONTRACTOR, which arises out of
the negligence or willful misconduct of SANTA ANA or any of SANTA ANA's employees, SANTA
ANA shall indemnify the CONTRACTOR to the extent SANTA ANA is liable and authorized to do
so under the law.
25D-9
C. Any party seeking indemnification shall promptly notify the other party of its
discovery of any matter -giving rise to a claim of indemnity. For each individual claim, the
indemnifying party shall have no obligation to the other or to any third party with respect to any
expenses incurred by or on behalf of the other or its assumption of control of the defense of the
claim, or with respect to any compromise or settlement made, without the prior written consent of
both parties
20. Patent infringement.
The CONTRACTOR shall indemnify SANTA ANA, its elected and appointed officials, officers,
employees, agents, and successors in interest from and against all damages and expenses
resulting from any infringement action brought against the CONTRACTOR, or against SANTA
ANA to the extent that any such action is predicated on the use of CONTRACTOR's software,
during the term of this Contract. This Hold Harmless and Indemnification provision shall in no way
be limited by any financial responsibility or insurance and shall survive termination of this contract
21. Limitation of Liability.
LIMITED LIABILITY OF CONTRACTOR. CONTRACTOR'S LIABILITY IN CONNECTION
WITH THE SERVICES, IMPROVEMENTS OR ANY OTHER MATTER RELATING TO THIS
AGREEMENT WILL NOT EXCEED THE FEES COLLECTED IN CONNECTION WITH THIS
AGREEMENT FOR THE PREVIOUS 12 MONTHS.
EXCLUSION OF DAMAGES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH
HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL
CONTRACTOR, CONTRACTOR PERSONNEL, SUBCONTRACTORS OR SUPPLIERS BE
LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY (1) LOSS OF USE,
DATA, BUSINESS, REVENUE, PROFIT, GOODWILL, OR REPUTATION, (II) BUSINESS
INTERRUPTION, INCREASED COSTS, OR DIMINUTION IN VALUE, OR SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE; AND
WHETHER OR NOT CONTRACTOR, CONTRACTOR PERSONNEL, SUBCONTRACTORS OR
SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES
OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES THAT CONTRACTOR HAS
AGREED TO THE REVENUE SHARING STRUCTURE AND ENTERED INTO THIS
AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS
OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT, AND THAT THE SAME
FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
22, Insurance.
The CONTRACTOR shall provide and maintain in full force and effect at no additional cost
to SANTA ANA for the duration of the Contract commercial general liability insurance or
comprehensive general liability insurance with a minimum limit of $1,000,000 per occurrence for
25D-10
bodily injury and damage to property including contractual liability, premises/operations,
products/completed operations, independent CONTRACTORs, broad form property damage, and
personal injury coverage and a minimum aggregate amount of $1,000,000 or
commercial/comprehensive general liability insurance plus additional excess umbrella liability
insurance to meet these limits.
The CONTRACTOR agrees that it shall add SANTA ANA, its elected and appointed officials,
officers, employees, agents, and successors in interest to the CONTRACTOR's liability insurance
policies as additional insureds. The CONTRACTOR shall require its insurance carrier or agent
to certify that this requirement has been satisfied on all Insurance Certificates issued under this
Contract.
Before any work is initiated and before any invoices are paid for work performed under this
Contract, the CONTRACTOR shall provide written proof of compliance with the above insurance
requirements by delivering to:
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
a copy of a certificate or certificates of insurance completed by its insurance carrier or agent
certifying that minimum insurance coverages as required above are in effect and that the
coverage will not be canceled or changed until thirty (30) days after written notice is given to the
CITY. The CONTRACTOR shall maintain, update, and renew the Certificate(s) for the term of this
Contract.
23.Assignment.
This Contract shall not be assigned to any third party without prior written consent, which may
be withheld in the sole and absolute discretion of either party. A change in ownership of the
CONTRACTOR or a purchase of the majority of assets or stock of the CONTRACTOR by another
company shall not be considered an assignment of this Contract.
24.Attorney's Fees.
Should the parties or either of them employ an attorney to enforce by litigation in a court of
competent jurisdiction, any of the contract provisions because of a disputed matter arising under
this Contract, to assert damages for the breach of the Contract, or in order to obtain injunctive
relief, then the prevailing party shall be entitled to recover reasonable attorney's fees, costs,
charges, and any expenses expended or incurred.
25. Notices.
Wherever under this Contract one party is required or permitted to give notice to the other,
such notice shall be deemed given when delivered in hand or when mailed, by United States mail,
certified, return receipt requested, postage prepaid, and addressed as follows:
In the case of the CONTRACTOR:
Superion LLC
1000 Business Center Drive
25D-11
Lake Mary, Florida 32746
Attention: Legal Department
In the case of SANTA ANA:
City of Santa Ana
20 Civic Center Plaza
Purchasing 41h Floor
Santa Ana, CA 92701
26.Governing Law.
The substantive laws of the State of California shall govern this Contract without regard to the law
of conflicts. Venue shall be in the State of California, County of Orange. Such actions shall
neither be commenced in nor removed to federal court.
27. Severability.
If any provision of this Contract is held invalid or otherwise unenforceable, the
enforceability of the remaining provisions shall not be impaired.
28. No Waiver.
The failure by any party to exercise any right stated in this Contract shall not be deemed
a waiver of the right.
29. Complete Agreement.
This Contract when signed by both parties sets forth the entire understanding of the parties
as to its subject matter, conditions and obligations and may not be modified except by further
written agreement.
30.Independent Contractors.
In performing the work under this Contract, the CONTRACTOR acts as an independent
CONTRACTOR and is solely responsible for necessary and adequate worker's compensation
insurance, personal injury and property damage insurance, as well as errors and omissions
insurance. The CONTRACTOR, as an independent CONTRACTOR, is obligated to pay federal
and state income tax on moneys earned. The personnel employed by the CONTRACTOR are
not and shall not become employees, agents or servants of SANTA ANA because of the
performance of any work by or under the performance of this Contract.
31. Cooperative Purchases.
This Contract may be used by other government agencies. The CONTRACTOR has
agreed to offer similar services to other agencies under the same terms and conditions as stated
herein except that the revenue share percentage (Compensation) may be negotiated between
the CONTRACTOR and other agencies based on the specific revenue expectations, agency
reimbursed costs, and other agency requirements. The CITY will in no way whatsoever incur any
25D-12
liability in relation to specifications, delivery, payment, or any other aspect of purchases by such
agencies.
WHEREAS, the individuals representing the parties are both authorized and have
executed this Contract effective as of on the date first written above.
ATTEST:
DAISY GOMEZ
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
CB
torney
�I
Byity:
Tamara Bogosian
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
David Valentin
Chief of Police
Santa Ana , California
0
Kristine Ridge
City Manager
Superion, LLC
BY: OYKayic
[Authorized Signing Officer]
Lisa Neumann
Printed Name:
Title: Controller
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ATTACHMENT A
Scope of Services
Pur ose
The purpose of this Scope of Services is to describe the duties and responsibilities of Superion
LLC ("CONTRACTOR"), and the CITY OF SANTA ANA, CALIFORNIA ("SANTA ANA" or "CITY").
CONTRACTOR Responsibilities
1. At the beginning of the project, electronic conversion/import to CONTRACTOR computer
server(s) of any CITY alarm program records required to support the proposed CONTRACTOR
services. These records may contain historical CITY alarm business, alarm system location,
responsible party and other alarm data previously developed by or for SANTA ANA.
CONTRACTOR shall obtain this data directly from SANTA ANA and relies on the CITY for the
accuracy and completeness of any such historical data;
2. Update alarm business, alarm system location and responsible party information and renew
permits and alarm registrations in accordance with the CITY Alarm Ordinance ("Ordinance").
Updated information may be processed by mail, electronically and / or online;
3. Register, renew and bill the registration of alarm systems in accordance with the Ordinance.
Registrations and renewals may be processed by mail, telephone, electronically and / or online.
Notices related to registration may be sent by email or mail based on the alarm user contact
information maintained;
4. Import into CONTRACTOR's CryWolf alarm billing system, alarm incident data (in formats
prescribed by CONTRACTOR and Exhibit 1 attached) extracted from the SANTA ANA Inform
Records Management System.
CONTRACTOR will prepare the CryWolf permit data exportfunction to produce daily files of alarm
status and permit information, e.g. alarm company, alarm subscriber and contact data, in a
predefined format, to be imported into the SANTA ANA Inform CAD system.
CONTRACTOR will collaborate with Santa Ana to: a) fully configure/test the import routine of
relevant CryWolf alarm system data into InformCAD and, b) fully configure/test the process
needed to ensure the proper and satisfactory import and operation of Permit Status as set forth
in Exhibit 1.
5. Create and host a dedicated, secure (SSL encrypted) SANTA ANA Alarm Program website for
CITY citizens and businesses to obtain false alarm reduction educational information, review
alarm ordinance and appeal requirements, access and update alarm account information, and
pay alarm fees online if preferred. This website may be linked by the CITY to the CITY website if
desired;
6. Initialize, maintain, secure and back-up Program databases including alarm business, alarm
system location and incident data; alarm -related financial transactions and accounts receivable
information. CONTRACTOR will comply with the provisions of the Alarm Ordinance, and update
Program business rules to comply with Alarm Ordinance changes as supported by the
CONTRACTOR's software;
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7. Process false alarm incident data, including the matching of false alarm incidents with the alarm
system location database maintained by CONTRACTOR;
8. Bill and correspond with alarm businesses and alarm users in accordance with the Alarm
Ordinance provisions. This will include but may not be limited to invoices and delinquent payment
notices. A warning notice will be sent to each alarm user on the occasion of the alarm user's first
false alarm immediately preceding the first chargeable alarm incident. Warning notices may be
sent by mail, email or other electronic method based on the alarm user's accepted contact
method(s);
9. Provide CITY alarm users access to online information on false alarm reduction and Ordinance
requirements to include an Online Alarm School.
10. Answer telephone inquiries from CITY alarm users that are placed to a false alarm program
toll -free customer service number established for the CITY;
11. Process fee / penalty payments mailed to and deposited in a nearby CITY -approved JP
Morgan Chase dedicated Alarm Program bank lockbox and account, and received from other
payment channels, e.g. online, as agreed on by CONTRACTOR and the CITY, and apply these
payments to alarm accounts;
12. Support alarm hearings and appeals by notifying the CITY of any such appeals, providing a
CITY Alarm Program representative with documentation supporting noticing / billing decisions;
and updating the system with the disposition of any hearing results;
13. Provide and maintain computer equipment, software, mailing equipment and furniture at
CONTRACTOR's Program processing facilities;
14. Provide the CITY secure (SSL encrypted), online, on -demand access to alarm management
information and reports including, but not limited to, alarm account transaction history, alarm
system information, and financial transactions/balances with format and content specified by the
CryWolf Alarm Management System and the designated Bank, and agreed on between the CITY
and CONTRACTOR; and,
15. Perform special collection functions as directed and authorized by the CITY such as
retaining a third party collection agency or providing delinquent account information to other
CITY agencies. To the extent permitted by local law, third -party collection fees will be added to
the delinquent amounts. Uncollected amounts billed by CITY prior to program implementation
will be the responsibility of the CITY's collection agency. Upon approval by the CITY,
CONTRACTOR will retain CITY's current third -party collection agency or use a collection agency
of CONTRACTOR's choosing to perform delinquent collection services.
16. CONTRACTOR is responsible for all costs of carrying out these responsibilities including, but
not limited to, the costs of staff, facilities, equipment, consumable supplies. Only third -party bank
and credit card fees, mailing supply costs (paper and envelopes), first class postage, third party
collection costs (if any), e.g. collection agency fee, and citizen overpayments, if any, will be shared
by the parties through payment from gross collections before revenue sharing.
SANTA ANA Responsibilities
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1. Appointing a CITY Alarm Administrator ("Administrator") and backup administrator who will be
the primary points of contact between CONTRACTOR and the CITY. The Administrator(s) is
responsible for overseeing CONTRACTOR'S operation of the False Alarm Management Services
Program ("Program") and accessing Program information, as needed, via CONTRACTOR
provided online access;
2. Requesting or supporting CONTRACTOR'S requests of Alarm Companies, as needed, to
provide alarm system information;
3. Making any and all decisions about alarm call response, determining whether calls are false
alarms, providing any on -scene communication of alarm related information to alarm users, and
for entering any alarm related information within the SANTA ANA Inform CAD System;
4. Extracting false alarm call incident data from the SANTA ANA Inform RMS System and
transferring this data electronically to CONTRACTOR (via CONTRACTOR'S FTP site). The data
extraction format will be provided by CONTRACTOR and CONTRACTOR will provide the CITY
additional software for automating the daily transfer of alarm incident files to CONTRACTOR;
5. Scheduling, conducting and making appeal decisions for any false alarm hearings;
6. Conducting any general public education programs on false alarms; and,
7. Transferring any and all financial information from the Program generated alarm reports to
other SANTA ANA financial systems, as needed.
The CITY is responsible for all costs of carrying out the CITY's responsibilities, including, but not
limited to the costs of staff, facilities, computer equipment and consumable supplies.
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25D-16
ATTACHMENT B
PAYMENT TERMS
1. REVENUE -SHARE PERCENTAGE
For the provision of all Services and technology outlined in this Contract, CONTRACTOR shall
obtain payment exclusively from the revenues CONTRACTOR helps generate. There shall be
no upfront systems development, licensing, conversion, equipment, travel, support or other
costs. CONTRACTOR shall purchase, configure, install, and customize all systems and
processes CONTRACTOR requires to provide the Services described herein.
The CONTRACTOR's Revenue Share is 14%.
• The only amounts that shall be paid from the total collected revenue and subtracted from the
total collected revenue before the revenue sharing percentages are applied are:
1. Any overpayments by alarm users to be refunded or held for application against future
charges, as directed by the CITY;
2. Bank fees charged by the CITY -approved lockbox bank;
3. Correspondence mailing costs (envelopes and paper) including postage (at first class
postage rates); and
4. Third -party credit card processing charges, if any.
• Any certified mail requirements will be paid from the CITY's revenue share.
• CONTRACTOR will provide the Inform CAD and RMS interfaces described in Attachment A
at no additional cost to the CITY. On -going maintenance costs for CryWolf and Inform CAD
bi-directional interface are included as part of the revenue -share percentage spilt.
• Data conversion: Conversion of CITY's existing alarm system permit data is included.
2. REVENUE -SHARE ASSUMPTIONS
The revenue share percentages are based on several assumptions over which the
CONTRACTOR has little or no control:
The Ordinance fee and fine schedules remain at levels equal to or greater than at the
Contract effective date;
The CITY adopts a fair, but firm approach to granting appeals. Appeals and CITY waived
charges are expected to reduce collections by no more than 5% annually; and
The CITY actively supports enforcement of the Alarm Ordinance, including support of
reasonable measures to collect all amounts due for violations of the Alarm Ordinance.
If City causes any of the above assumptions to fail, Contractor shall have the right to renegotiate
the Revenue Share.
Banking — General
1. All payments and banking services shall be conducted through the City's official
banking service provider, JPMorgan Chase & Co. (JPMC) CONTRACTOR will
receive check payments to the dedicated Alarm Program lockbox on the City's
behalf.
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2. Deposits are automatically completed on a daily basis upon receipt at the
lockbox.
3. CONTRACTOR will initiate monthly ACH payments to the City's designated bank
account in accordance with the revenue -share percentages.
4. Conduct daily reconciliation of all payments entered with bank deposits;
5. Charge -backs and NSF's. CONTRACTOR will process credit card charge -backs and
NSF's when notified of each occurrence. Once processed, CONTRACTOR will send a
custom letter to the individual detailing the returned item and the amount due on the
citation.
6. File and store all source documents in an easily retrievable system;
3. REVENUE -SHARE PAYMENT PROCESS
CITY and CONTRACTOR agree as follows:
1. All false alarm related fee collections will be sent to a False Alarm Bank Account ("False
Alarm Account') to be established at a mutually agreeable Commercial Bank. Payments
sent directly to the bank lockbox will be deposited daily. Online credit card payments,
transferred from the payment processor, will be deposited in the Alarm Program bank
lockbox upon receipt.
2. CITY and CONTRACTOR agree to maintain a positive balance of available funds
("Minimum Balance") at all times in the False Alarm Account;
3. At the beginning of each month, CONTRACTOR will reconcile the alarm related deposits
for the most recent completed month and report the same to CITY. Upon CITY's
approval, CITY and CONTRACTOR shall authorize and cause the issuance of electronic
(ACH) transfers to CITY and to CONTRACTOR as follows:
a. With regard to the transfer to CONTRACTOR, the amount will be calculated
for CONTRACTOR based on the Revenue Share described above. That
amount, not to exceed 14% of the revenue collected during the preceding
month, shall be transferred to a bank and account authorized by
CONTRACTOR; and,
b. The remaining balance of the revenue collected during the preceding month of
no less than 86%, shall be transferred to a bank and CITY account specified
by CITY.
4. At the termination of this Contract, any remaining balance shall be transferred to
CONTRACTOR and to CITY on the same prorata basis, e.g. 14% and 86% respectively.
In addition, Contractor will continue to collect payments from the lockbox and record
such payments for the CITY on an Excel spreadsheet which will be provided to the CITY
on a weekly basis for 90 days. At the end of each month, for the 90-day period,
Contractor will reconcile the bank statement and spreadsheet of payments after
termination date and Contractor shall share those payments collected in the lockbox with
the CITY and be compensated at 14% for those 90 days of payments collected after
termination date.
Delinquent Account Terms
The parties shall define a mutually agreeable process and methods for collecting amounts due
from delinquent accounts. If organizations other than the CITY and CONTRACTOR are retained
25D-18
to collect overdue amounts, the parties agree that the collection costs shall to the extent
permitted by State of California law be added to the delinquent amounts owed by alarm system
users or be borne by the parties on a pro-rata basis by deducting the third party collection fees
from the gross third party collections before the revenue shares are calculated.
The CITY Payment Upon Early Termination (Per Paragraph 17C)
If, within the initial two (2) years of the effective date, this Contract is terminated by the CITY for
convenience under 17A, or is terminated by CONTRACTOR for cause as defined in Paragraph
17B, CONTRACTOR shall be due a one-time Program Termination fee, not to exceed
$24,000.00, to reimburse CONTRACTOR for startup costs. This fee shall be in addition to any
other amounts due CONTRACTOR under the Contract. The $24,000.00 shall be amortized
(reduced) on a straight-line basis ($1,000 per month) over the initial two (2) year period.
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