HomeMy WebLinkAboutAGMT - Phoenix Group Information Systems (Alarm Permit Processing) 4 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. Definitions
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
S7296 -0001 \ 1036640v5.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 document 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
57296- 0001 \1036640v5.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 procedures, approaches, and trade
secrets unless disclosure is otherwise required by law. This Section 4.2 shall survive the
termination of this Agreement..
Section 5. 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
S7296-0001 \ 1036640v5.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, materials, 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. Exclusivity
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 person, corporation, 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 City 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
S7296-0001 \ 103 6640 v 5. d o c
• •
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 1 -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
57296- 0001 \1036640v5.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: Q--;‘, 4 , >y, Y� � BY:
David Carmany, City Manager Robert Murphy
/0 0 7esident
Date:
Date: 'S zy 1.,
Attest:
By: illit/ , A . /L At
Linda Devine, City Clerk
Approved as to Form:
By: , c9 aA///)
Quinn Barrow, City Attorney
6
S7296- 0001 \1036640v5.doc