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HomeMy WebLinkAboutCC AG PKT 2008-06-09 #K . AGENDA STAFF REPORT DATE: June 9, 2008 TO: THRU: FROM: tfonorable Mayor and City Council David Carmany, City Manager Jeff Kirkpatrick, Chief of Police SUBJECT: AUTHORIZE THE CITY MANAGER TO SIGN A SERVICE AGREEMENT WITH PHOENIX GROUP INFORMATION SYSTEMS SUMMARY OF REQUEST: . Staff requests that the City Council authorize the City Manager to execute the agreement between the City and Phoenix Group Information Systems (Phoenix). Phoenix would continue providing alarm permit processing services to the City as delineated in the Agreement and in accordance with the City Municipal Code, Chapter 5.20, Alarm Systems. Additionally, the Agreement delineates the allocation of collected alarm revenue. BACKGROUND: Since 1996, Phoenix has provided the City with uninterrupted alarm permit processing services. However, the self-renewable agreement has not been revisited since its implementation twelve years ago. In 2007, the City Council increased the alarm fee from $15 to $25. The fee increase was due to the increases of both the City and Phoenix's administrative costs. The Agreement allows Phoenix to collect the permit fees and associated false alarm fees. The City would pay Phoenix $20 for each permit fee collected and 40% of all false alarm fees collected. The Police Oepartment has had a good working relationship with Phoenix during their twelve years of uninterrupted service. Phoenix has received few community complaints and has been very responsive to those complaints.. FINANCIAL IMPACT: . It is anticipated that the City's annual alarm revenue would increase about $4,200 from permit fees. Agenda Item K Page 2 . RECOMMENDATION: Staff recommends that the City Council authorize the City Manager to execute the agreement between the City and Phoenix Group Information Systems, who will continue to provide the City with alarm permit processing services as delineated in the agreement. SUBMITTED BY: NOTED AND APPROVED: e7..:.t;- David Carmany, cDty Manager Attachments: . A. Operating Agreement between City and Phoenix B. Resolution . . . . SERVICING AGREEMENT This Agreement made and entered between Phoenix Group Information Systems ("Phoenix"), a California corporation, and the City of Seal Beach, California ("City"). RECITALS WHEREAS, Phoenix represents it is experienced in automated management tracking, processing and collection systems; and WHEREAS, City requires such services; NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: AGREEMENT Section 1. Dermitions As used in this Agreement, the following terms shall have the meanings set forth in this Section 1, unless the context clearly indicates otherwise. 1.1 "false alarm" means ''false alarm" as that term is defined in Chapter 5.20 of the Seal Beach Municipal Code as it now exists or may be amended from time to time. 1.2 "Permit" means an alarm Permit issued by the City pursuant to Chapter 5.20 of the Seal Beach Municipal Code as it now exists or may be amended from time to time. 1.3 "Permittee" means the holder of a Permit. Section 2. Obligations of Phoenix 2.1 Phoenix shall process all Permit applications and renewals, including without limitation: (1) mailing applications for new Permit applicants, as needed; (2) mailing annual Permit renewal notifications; and (3) responding to customer service calls. 2.2 Phoenix shall maintain all relevant Permit data, including without limitation: (1) the applicant's name, address and telephone number; (2) the address and telephone number of the premises; (3) the make, manufacturer and model number of the device; (4) the place of purchase, and the alarm business that will service it; .(5) the exact location of the device(s); (6) the name, address and telephone number of a person to be notified in the event of an emergency; (7) the names, addresses and telephone numbers of 2 persons authorized by the Permittee to respond and open the premises. ',2.3 Phoenix shall collect and process all Permit fees and false alarm fines, which services shall include without limitation: (1) generating and mailing monthly Permittee invoices; (2) collecting, processing, and recording Permit fees and false alarm fines; (3) depositing on a 87296-0001 \1 03664OvS.doc . . . daily basis or as received all monies, collected pursuant to this Agreement into a bank account designated by the City; (4) providing City with monthly written report and accounting for the previous month reporting period; (5) processing any credits to permit holder accounts if directed to do so by the City; and (6) mailing to permit holders any refund checks issued by the City. 2.4 Phoenix shall track all false alarms through use of an on-line computerized retrieval system at Phoenix facilities. Such service shall include, without limitation: (1) data entry of police false alarms logs; (2) verification of false alarm occurrences by Permit number and/or address; (3) issuance of monthly automatic enforcement invoices; (4) collection and deposit of false alarm fines; (4) preparation and delivery to City of monthly reports on collection, banking, and payment processing. Data entry for false alarms shall include the following information for each occurrence: date, time, name of responding officer, unit number, incident (report) number, reset time, and outcome of investigation. 2.5 Phoenix shall provide complete data processing services required for all services provided pursuant to this Agreement, including all necessary systems analysis and design, computer programming, conversion of data, information storage and retrieval, data transmission, systems controls and all related man-machine interaction including data entry and verification necessary for the City. 2.6 Phoenix shall store and make available to the City all of its processed data for a reasonable period of time; but in no event, less than the applicable time period specified in the City's docum~nt retention schedule. City shall provide Phoenix with a copy of the document retention schedule and notify Phoenix of any changes or amendment to the same. Phoenix shall provide City reasonable retrieval of data during such period. 2.7 All forms, delinquency notices, and correspondence used by Phoenix shall comply with all applicable federal, state, and local laws and regulations. Section 3. Obligations of City 3.1 City shall supply Phoenix with the following information and materials: (1) copies of the officer's report log or other medium used by City to record false alarm incidents; including information as to the date and location of false alarm, the officer(s) responding, and the reason alarm was deemed false; (2) a list of alarm companies known by the City to be doing business within the City's jurisdiction; (3) a list of Permittees and the addresses of the corresponding properties for each; (4) copies of Chapter 5.20 of the Seal Beach Municipal Code and any form necessary to appeal any decision 'involving a permit; (5) copies of City letterhead to be used for billing and collection purposes. 3.2 City shall pay Phoenix 40% of all collections for False Alarm fines and $20.00 for each Permit issued by City during the term of this Agreement. City shall remit payment to Phoenix within 30 days of an invoice from Phoenix. Section 4. Property of Phoenix 4.1 The parties agree that Phoenix is the owner of and shall remain the owner of all its concepts, approaches, trade secrets, computer programs, experience, written procedures, forms, 2 87296-0001\103664OvS.doc . magnetic tapes, punch cards, and similar computer materials. Trade secrets of Phoenix shall include without limitations, Phoenix computer software, its application, and ideas included therein. Any additional programs developed, modified, or revised during the term of this Agreement to accommodate the City's specific requirements shall also be the exclusive property of Phoenix. 4.2. City agrees to keep confidential Phoenix's procedmes, approaches, and trade secrets unless disclosure is otherwise required by law. This Section 4.2 shall survive the termination of this Agreement. Section S. Property of City 5.1 All documents, records, tapes, and information supplied by City to Phoenix shall remain the property of City, which will be returned to City no later than thirty (30) days following termination of this Agreement. 5.2 All the data prepared, assembled, or maintained by Phoenix pursuant to this Agreement is confidential and Phoenix agrees that they shall not be made available to any individual or organization without the prior written approval of the City, or upon proper court order, except as provided by the California Public Records Act. Client agency shall grant such approval if disclosure is required by law. This Section 5.2 shall survive the termination of this Agreement. . Section 6. Use of City Seal and Letterhead 6.1 City hereby grants Phoenix, for the term of this Agreement, a non-exclusive, limited, non-transferable license to use the City Seal, logo, and letterhead (hereinafter "licensed material") for the sole purpose of communicating with Permittees as required by this Agreement. Phoenix shall not use the licensed material for any other purpose. The license granted by this Section 6 does not extend to any other trademark, product or service of or pertaining to the City. 6.2 Phoenix agrees and warrants that it will not: (1) ,bring the licensed material into disrepute; (2) use the licensed material logo in any other manner or for any other purpose than that provided for in this Agreement; (3) modify or change the licensed material without the prior written consent of City; and (4) use any colorable imitation of, or any variant for, the licensed material. . 6.3 The City hereby reserves all rights in and to the licensed material that are not expressly granted to Phoenix. Phoenix acknowledges City's exclusive rights in the licensed material and further acknowledges that the licensed materials are famous; unique, and original and that City is the owner thereof. Phoenix acknowledges the value, goodwill, and rights of City in the licensed material. Phoenix agrees that the licensed material is, and shall remain, the property of City and that Phoenix obtains no right, title, or interest in or to the licensed material, except for the limited rights set forth in this Agreement. Phoenix waives all claim of and to ownership of any rights in the licensed material and agrees that it shall not at any time dispute or contest;, directly or indirectly, City's ownership of the licensed material, City's exclusive right and title to the licensed material and right to use the licensed material, or the validity of the licensed material, nor shall Phoenix assist others in doing so. 3 S729~OOl\103664Ov5.doc . . . 6.4 The license granted by this Section 6 shall be personal to Phoenix and may not be sublicensed, transferred, directly or indirectly, or assigned by Phoenix, in whole or in part, by law or otherwise, without the prior written consent of City and any attempt to sublicense, assign or otherwise transfer such rights shall be null and void. 6.5 Upon expiration or termination of this Agreement, Phoenix will immediately destroy or erase all documents, mat~als, and/or goods bearing the licensed material upon City's request and promptly confirm destruction of same by signing and returning an "affidavit of destruction" acceptable to the City. Phoenix may, with written permission of the City Manager, retain one (1) copy of the documents, materials, and/or goods bearing the licensed material for their files. 6.6 Phoenix shall submit to the City Manager sample documents, materials and/or goods upon which the licensed material is to be used and objective evidence of good quality and workmanship so that the use of the licensed material on said items does not discredit and impair the integrity of the licensed material or cause discredit or ridicule to the City in any manner. The City manager, in good faith, shall review and approve of the sample documents, materials, and/or goods within a reasonable amount of time. Phoenix shall not publicize or otherwise use said documents, materials, and/or goods without City Manager approval. Samples will not be returned. 6.7. City shall have the right to inspect any item upon which the licensed material is used in order that the City may verify that the licensed material is being used correctly and in accordance with the samples provided in an unedited form. Section 7. Exclusin1y 7.1 The parties agree that the consideration to be paid to Phoenix is based in part upon Phoenix furthering and developing its goodwill as the exclusive service of said services to City. City therefore agrees to utilize only Phoenix for the services to be provided hereunder during the term of-this Agreement. City shall not during the term of the Agreement directly or indirectly provide any proprietary material or information generated by Phoenix hereunder, including by not limited to, software, reports, collection procedures, forms, standardized letters or any other material that may be produced by Phoenix, to any perso~ corporatio~ entity or association (whether or not in competition with Phoenix) unless required by law or after having received Phoenix's express written approval. Section 8. Relationship of Ci1y and Phoenix 8.1 All services provided by Phoenix pursuant to this Agreement shall be performed by Phoenix or under its personal supervision. Phoenix will determine the means, methods, and details of performing the services. City retains Phoenix as an independent contractor and not an employee. Any additional personnel performing services under this Agreement on behalf of Phoenix shall also not be employees of the City and shall at all times be under Phoenix's exclusive direction and control. Phoenix shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Phoenix shall be responsible for all reports and obligations respecting such 4 87296-0001 \1036640v5.doc . . . additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Section 9. Indemnification 9.1 Phoenix shall indemnify, defend and hold harmless, to the maximum extent permitted by law, City and its officers, agents, employees, and representatives, from and against any claims or damage arising out of Phoenix's acts or omissions in its performance of the services defined in this Agreement; including performance by its agents, employees, subcontractors, or anyone Phoenix has employed. Phoenix's indemnity obligation shall not include any liability, suits, actions, proceedings, judgments, or claims arising solely out of the active negligence of the City or its officers, agents, employees or representatives. 9.2. Phoenix's obligation to indemnify, defend and hold harmless shall remain in effect and shall be binding upon Phoenix whether such injury or damage shall be discovered, after termination of this Agreement provided the acts giving rise to the injury or damage occurred during the term of this Agreement. Section 10. Term 10.1 The term of this Agreement shall commence upon the date of the last signature affixed hereto and shall continue in full force and effect for 1 year. Thereafter it shall automatically renew for I-year periods, unless 30 days prior to same, either party notifies the other, in writing of its election to terminate the Agreement 10.2 Either party may terminate this Agreement at any time by providing 90 days written notice of the same to the other party. 10.3 Either party may terminate this Agreement if a breach of the Agreement by the other party that has not been cured within 30 days after receipt of written notice of such breach by the non-breaching party. Section 11. Notice 11.1 Any notices given or required pursuant to this Agreement shall be deemed received and effective when properly addressed, posted, and deposited in the United States mail to the respective parties as follows: City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manger Phoenix: Phoenix Group Information Systems 2670 N. Main Street, Suite 200 Santa Ana, California 92705 5 8729.6-0001 \1 03664Ov5.doc . . . Section 12. Miscellaneous 12.1 If any action is filed in a court of proper jurisdiction and is reasonable necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to its actual attorney fees and reasonable disbursements in addition to any other relief to which the prevailing party may be entitled. 12.2 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 12.3 If any portion of this Agreement is declared invalid by Court of proper jurisdiction the remaining provisions shall be of full force and effect. 12.4 This Agreement constitutes the only Agreement of the parties hereto relating to the herein services and correctly sets forth their respective rights and duties. Any prior or concurrent representations, Agreements, promises,' negotiations not expressly set forth herein shall be superseded by this written Agreement. 12.5 This Agreement shall not be amended unless done in a writing signed by both parties. IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized representative of each party on the day and year written. CITY OF SEAL BEACH Phoenix Group Information Systems By: By: ~~~X: J;dem ~ ~j" / David Carmany, City Manager Date: Date: Attest: By: Linda Devine, City Clerk Approved as to Form: By: Quinn Barrow, City Attorney 6 87296-000 1 \l 03664Ov5.dcc . RESOLUTION NUMBER 5742 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL BEACH, CALIFORNIA AUTHORIZING THE CITY MANAGER TO SIGN A SERVICE AGREEMENT WITH PHOENIX GROUP INFORMATION SYSTEMS. WHEREAS, the City of Seal Beach Municipal Code, Chapter 5.20, Alarm Systems regulates alarms within the City; WHEREAS, for the past 12 years the Phoenix Group Information Systems (Phoenix) has provided alarm permit processing services for the City in an uninterrupted and effective manner and in accordance with the Municipal Code; WHEREAS, the City of Seal Beach continues to need an alarm processing service enabling the collection of permit fees, false alarm fees and other pertinent information required by the Municipal Code on alarm subscribers; and WHEREAS, Phoenix is licensed to provide alarm permit processing services in the State of California and desires to continue such services for the City as provided therein; and Phoenix further 'warrants that It is experienced and capable of performing the tasks enumerated In the Agreement in a professional and competent manner. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE: . Section 1. The City Council hereby authorizes the City Manager to execute the agreement between the City of City of Seal Beach and Phoenix Group Information Systems, wherein Phoenix provides the alarm permit processing service to the City and constituents as delineated. Section 2. The City Clerk shall certify to the passage and adoption of this resolution. PASSED, APPROVED AND ADOPTED by the City Council of Seal Beach, at a meeting hereof held on the ~ day of June, 2008 by the following vote: AYES: COUNCILMEMBERS NOES: COUNCILMEMBERS ABSENT: COUNCILMEMBERS ABSTAIN: COUNCILMEMBERS Mayor ATTEST: City Clerk . Resolution Number 5742 . STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of Seal Beach, California, do hereby certify that the foregoing resolution is the original copy of Resolution Number 5742 on file in the office of the City Clerk, passed, approved, and adopted by the City Council of the City of Seal Beach, at a regular meeting thereof held on the 9th day of June , 2008. City Clerk . .