HomeMy WebLinkAbout2/5/2014 - STAFF REPORTS - 2.J. O�pAIM Spy
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CQ�lFORN�P CITY COUNCIL STAFF REPORT
DATE: February 5, 2014 CONSENT AGENDA
SUBJECT: RENEW AGREEMENT WITH PYRANET LLC FOR THE BILLINGS AND
RECONCILIATION OF ALARM PERMITS, RENEWALS, FALSE
ALARMS, AND CONTINUANCE OF THE ALARM DIVERSION
PROGRAM
FROM: David H. Ready, City Manager
BY: Police Department
SUMMARY
It is recommended that the City Council authorize the City manager to renew the
contract with the Pyranet LLC, dba PalmSpringsAlarm.com to perform the billing and
reconciliation of alarm permits, permit renewals, false alarm billings, and continue with
the Alarm Diversion Program.
RECOMMENDATION:
1. Approve an agreement with Pyranet, LLC, dba PalmSpringsAlarm.com and
alarmschoolonline.com (PSA) to perform the billing and reconciliation of alarm
permits, renewals, and false alarm billings and continue the On-Line Alarm
Diversion Program for thirty six (36) months until January 10, 2017.
2. Authorize the City Manager to execute all necessary documents.
STAFF ANALYSIS:
The City of Palm Springs currently has an Ordinance in place requiring all residential
and business locations within the City with alarm systems to have a valid Alarm Permit.
These permits are renewed annually. The Ordinance also allows the City to bill for
police and fire responses to false alarms. The intent of the Alarm Ordinance is to
reduce false alarm responses by public safety by charging for response to the second
false alarm or any subsequent response and through education.
Since December 2006 the City of Palm Springs has had a contract with Pyranet LLC, to
bill for alarm permits, renewals, false alarms and to facilitate the On-line Alarm
Diversion program.
ITEM, NO. �•�
City Council Staff Report
February 5, 2014-- Page 2
Pyranet Contract
Prior to contracting with Pyranet LLC, the Police Department had one staff position to
handle the entire permit program. The position was eliminated in 2006 and saved the
City $46,000 in annual salary and benefits.
FISCAL IMPACT:
It is difficult to estimate the revenues since the actual number of permits, fines and
online users fluctuate on a yearly basis. However, fiscal year 2012-2013 revenue
totaled $151,794 which was comprised of $71,777 from alarm permits and $80,017 from
false alarms. Revenues for the first six months of this fiscal year total $85,401 which
consists of $37,184 from alarm permits and $48,217 from false alarms. Payments
transmitted to the City are net of the processing fees owed to Pyranet.
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Alberto Franz III hif Police
Geoffrey i I, Director of Finance
David H. Ready, Ci nager
Attachments:
1. Contract
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CITY OF PALM SPRINGS
PROFESSIONAL SERVICES AGREEMENT
FOR ADMINISTRATION OF FALSE ALARMS PROGRAM
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter "Agreement")
is made and entered into, to be effective the 10h day of January, 2014, by and between
the CITY OF PALM SPRINGS ("City") and PYRANET, LLC, a limited liability company,
dba Palm SpringsAla rm.com ("Consultant"). City and Consultant are sometimes
hereinafter individually referred to as "Party" and are hereinafter collectively referred to
as the "Parties".
RECITALS
A. City has determined that there is a need to retain professional assistance in
the administration of the City's false alarms programs, including the issuance and
updating of permits, maintenance of records related to false alarms, and the collection of
fees and fines as such fees and fines become due and payable to the City ("Project").
B. City desires to retain Consultant to provide such services; and
C. Consultant is qualified by virtue of experience, training, education, and
expertise to provide these services and has agreed to provide such professional services
as provided herein.
NOW, THEREFORE, in consideration of the promises and mutual benefits which
will result to the Parties in carrying out the terms of this Agreement, it is mutually agreed
as follows:
AGREEMENT
1. Scope of Work.
City agrees to retain Consultant, and Consultant agrees to perform the services
set forth in the SCOPE OF SERVICES described in Exhibit "A" ('Services"). Consultant is
authorized to act as an agent of the City in the administration of the City's False Alarm
program, generally described in Chapter 5.02 of the Palm Springs Municipal Code. As a
material inducement to the City entering into this Agreement, Consultant represents and
warrants that Consultant is a provider of first class work and professional services and
Consultant possesses ample experience performing the work and services contemplated
in this Agreement and, in light of such status and experience, Consultant covenants that
it shall follow the highest professional standards in performing the work and services
required under this Agreement. For purposes of this Agreement, "highest professional
standards"shall mean those standards of practice recognized as high quality among well-
qualified and experienced professionals performing similar work under similar
circumstances.
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2. Term.
Unless earlier terminated as provided elsewhere in this Agreement, this
Agreement shall commence upon the effective date of this Agreement and continue in full
force and effect for three (3) years from the date of this Agreement, unless terminated
earlier as provided in this Agreement. Notwithstanding any other provision of this
Agreement, City's obligation to make any payments for Services performed beyond three
(3)years from the effective date of this Agreement shall be contingent upon the availability
of funds affirmatively budgeted by the City Council of the City for payment of the Services.
3. Compensation.
A. Maximum Contract Sum.
For the services rendered pursuant to this Agreement, Consultant shall
only be compensated by City in accordance with the "Schedule of Compensation"
attached to this agreement as Exhibit"B" except as may be provided pursuant to Section
6 herein. Compensation for necessary expenditures for reproduction costs, telephone
expenses, transportation expenses must be approved in advance by the Contract Officer
designated pursuant to Section 8.6 and will only be approved if such expenses are also
specified in the Schedule of Compensation. Consultant acknowledges that it accepts the
risk that the services identified in the Scope of Services may be more costly or time-
consuming than Consultant anticipates, that Consultant shall not be entitled to additional
compensation therefore, and the provisions of Section 6 shall not be applicable to
Services identified in the Scope of Services.
THE TOTAL AMOUNT OF CITY'S OBLIGATION UNDER THIS
SECTION 3 OF THE AGREEMENT IS THE AMOUNT SPECIFIED IN THE SCHEDULE
OF PERFORMANCE. IF THE CITY'S MAXIMUM OBLIGATION IS REACHED BEFORE
THE CONSULTANT'S SERVICES UNDER THIS AGREEMENT ARE COMPLETED,
CONSULTANT WILL NEVERTHELESS COMPLETE THE SERVICES WITHOUT
LIABILITY ON THE CITY'S PART FOR FURTHER PAYMENT BEYOND THE TOTAL
CONTRACT SUM.
4. Retention of Funds.
City may deduct from any amount payable to Consultant (whether or not arising
out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder
("Dispute Retention") or (ii) any amounts which are necessary to compensate City for any
losses, costs, liabilities, or damages suffered by City ("City Loss Retention"), and (iii) all
amounts for which City may be liable to third parties, by reason of Consultant's acts or
omissions in performing or failing to perform Consultant's obligations under this
Agreement ("Third Party Claims Retention"). In the event that any claim is made by a third
party, the amount or validity of which is disputed by Consultant, or any indebtedness shall
exist which shall appear to be the basis for a claim of lien,
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City may withhold from any payment due, without liability for interest because of such
withholding, an amount sufficient to cover such claim. The failure of City to exercise such
right to deduct or to withhold shall not, however, affect the obligations of the Consultant
to insure, indemnify, and protect City as elsewhere provided herein.
5. Performance Schedule.
A. Time of Essence
Time is of the essence in the performance of this Agreement.
B. Schedule of Performance
Consultant shall commence the Services pursuant to this Agreement upon
receipt of a written notice to proceed and shall perform all Services within the time
period(s) as the Contract Officer may reasonably require.
C. Force Maieure
The time period(s) for performance of the Services rendered pursuant to this
Agreement shall be extended because of any delays due to unforeseeable causes
beyond the control and without the fault or negligence of the Consultant (financial inability
excepted), including, but not restricted to, acts of God or of the public enemy, unusually
severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots,
strikes, freight embargoes, wars, and/or acts of any governmental agency, including the
City, if Consultant, within ten (10) days of the commencement of such delay, notifies the
City Manager in writing of the causes of the delay. The City Manager shall ascertain the
facts and the extent of delay, and extend the time for performing the Services for the
period of the enforced delay when and if in the judgment of the City Manager such delay
is justified. The City Manager's determination shall be final and conclusive upon the
Parties to this Agreement. In no event shall Consultant be entitled to recover damages
against the City for any delay in the performance of this Agreement, however caused,
Consultant's sole remedy being extension of the Agreement pursuant to this Section.
6. Additional Services.
City Manager shall have the right at any time during the performance of the
Services, without invalidating this Agreement, to order extra work beyond that specified
in the Scope of Services or make changes by altering, adding to or deducting from such
work. No such extra work may be undertaken unless a written order is first given by the
City to the Consultant, incorporating therein any adjustment in (i) the Maximum Contract
Sum, if any, and (ii) the time to perform this Agreement, if any, which adjustments are
subject to the written approval of the Consultant. Any increase in compensation of up to
twenty-five (25%) of the Maximum Contract Sum or $25,000, whichever is less, or in the
time to perform of up to thirty (30) days may be approved by the Contract
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Officer designated pursuant to Section 8.13. as may be needed to perform any extra work.
Any greater increases, occurring either separately or cumulatively must be approved by
the City Council. It is expressly understood by Consultant that the provisions of this
Section shall not apply to services specifically set forth in the Scope of Services or
reasonably contemplated therein, regardless of whether the time or materials required to
complete any work or service identified in the Scope of Services exceeds any time or
material amounts or estimates provided therein.
7. Scope Chances.
In the event of a change in the scope of the project, as requested by City, the
Parties hereto shall execute an addendum to this Agreement, setting forth, with
particularity, all terms of the new Agreement, including but not limited to any additional or
reduced Consultant's fees.
8. Coordination of Work.
A. Representative of Consultant.
The following principal or principals of Consultant are hereby designated as
being the principals and representatives of Consultant authorized to act in its behalf with
respect to the work specified herein and make all decisions in connection therewith:
PYRANET, LLC, Principal
It is expressly understood that the experience, knowledge, capability and
reputation of the foregoing principals were a substantial inducement for City to enter into
this Agreement. Therefore, the foregoing principals shall be responsible during the term
of this Agreement for directing all activities of Consultant and devoting sufficient time to
personally supervise the Services hereunder. For purposes of this Agreement, the
foregoing principals may not be replaced nor may their responsibilities be substantially
reduced by Consultant without the express written approval of City.
B. Contract Officer.
The Contract Officer shall be such person as may be designated by the City
Manager of City, and is subject to change by the City Manager. It shall be the Consultant's
responsibility to ensure that the Contract Officer is kept informed of the progress of the
performance of the Services and the Consultant shall refer any decisions which must be
made by City to the contract Officer. Unless otherwise specified herein, any approval of
City required hereunder shall mean the approval of the Contract Officer. The Contract
Officer shall have authority to sign all documents on behalf of the City required hereunder
to carry out the terms of this Agreement.
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9. Familiarity with Work.
By executing this Contract, Consultant warrants that Consultant(a) has thoroughly
investigated and considered the scope of services to be performed, (b) has carefully
considered how the services should be performed, and (c) fully understands the facilities,
difficulties and restrictions attending performance of the Services under this Agreement.
If the Services involve work upon any site, Consultant warrants that Consultant has or will
investigate the site and is or will be fully acquainted with the conditions there existing,
prior to commencement of Services hereunder. Should the Consultant discover any latent
or unknown conditions, which will materially affect the performance of the Services
hereunder, Consultant shall immediately inform the City of such fact and shall not proceed
except at Consultant's risk until written instructions are received from the City.
10. Assignments and Subcontracting.
The experience, knowledge, capability, and reputation of Consultant, its principals
and employees were a substantial inducement for City to enter into this Agreement.
Consultant may not assign the performance of this Agreement, nor any part thereof, nor
any monies due hereunder, voluntarily or by operation of law, without the prior written
approval of City. Consultant shall not contract with any other entity to perform the Services
required without prior written approval of City. If Consultant is permitted to subcontract
any part of this Agreement by City, Consultant shall be responsible to City for the acts
and omissions of its subcontractor(s) in the same manner as it is for persons directly
employed. Nothing contained in this Agreement shall create any contractual relationships
between any subcontractor and City. All persons engaged in the work will be considered
employees of Consultant. City will deal directly with and will make all payments to
Consultant. In addition, neither this Agreement nor any interest herein may be transferred,
assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law,
whether for the benefit of creditors or otherwise, without the prior written approval of City.
Transfers restricted hereunder shall include the transfer of any person or group of persons
acting in concert of more than twenty five percent (25%) of the present ownership and/or
control of Consultant, taking all transfers into account on a cumulative basis. In the event
of any such unapproved transfer, including any bankruptcy proceeding, this Agreement
shall be void. No approved transfer shall release the Consultant or any surety of
Consultant from any liability hereunder without the express written consent of City.
11. Insurance and Security.
A. Types of Insurance and Security. Consultant shall procure and maintain,
at its sole cost and expense, in a form and content satisfactory to City, the insurance and
security described herein for the duration of this Agreement, including any extension
thereof, or as otherwise specified herein, against claims which may arise from or in
connection with the performance of the work hereunder by Consultant, its agents,
representatives, or employees. Insurance and security required herein shall be
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provided by a reputable insurance company or bonding company admitted to issue
insurance or bonds in the State of California and having a minimum A.M. Best's Guide
Rating of A-, Class VII or better, unless such requirements are waived in writing by the
City Manager or his/her designee due to unique circumstances. In the event the City
Manager determines that the work or services to be performed under this Agreement
creates an increased or decreased risk of loss to the City, the Consultant agrees that the
minimum limits of the insurance policies and the performance bond required by this
Section 11 may be changed accordingly upon receipt of written notice from the City
Manager or his/her designee; provided that the Consultant shall have the right to appeal
a determination of increased coverage by the City Manager to the City Council of City
within ten (10) days of receipt of notice from the City Manager. Consultant shall
immediately substitute any insurer whose A.M. Best rating drops below the levels
specified herein.
All insurance provided pursuant to this Agreement shall be on an occurrence
basis.
1. Workers' Compensation Insurance. Consultant shall obtain and
maintain, in full force and effect throughout the term of this Agreement, Workers'
Compensation Insurance in at least the minimum statutory amounts, and in
compliance with all other statutory requirements, as required by State of
California law. Consultant agrees to waive and obtain endorsements from its
worker's compensation insurer waiving subrogation rights under its worker's
compensation insurance policy against City and to require each of its
subcontractors, if any, to do likewise under their worker's compensation
insurance policies.
2. Commercial General Liability Insurance. Consultant shall obtain and
maintain, in full force and effect throughout the term of this Agreement, a policy
of commercial general liability insurance written on a per occurrence basis with
a combined single limit of at least One Million Dollars ($1,000,000.00) bodily
injury and property damage including coverages for contractual liability, personal
injury, independent contractors, broad form property damage, products and
completed operations. The commercial general liability policy shall name the City
as an additional insured in accordance with standard ISO additional insured
endorsement form CG2010(1185) or equivalent language.
Consultant shall either: (a) certify in writing to the City that Consultant is
unaware of any liability claims made against Consultant, and is unaware of any
facts which may lead to such a claim against Consultant; or (b) if Consultant
does not provide the certification pursuant to (a), Consultant shall procure from
the commercial general liability insurer an endorsement providing that the
required limits of the policy shall apply separately to occurrences during the
rendition of services pursuant to this Agreement.
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3. Business Automobile Insurance. Consultant shall obtain and maintain,
in full force and effect throughout the term of this Agreement, a policy of business
automobile liability insurance written on a per occurrence basis with a single limit
liability in the amount of One Million Dollars ($1,000,000.00) bodily injury and
property damage. The policy shall include coverage for owned, non-owned,
leased and hired cars.
B. Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City Manager. Consultant guarantees
payment of all deductibles and self-insured retentions. City reserves the right to reject
deductibles or self-insured retentions in excess of $10,000, and the City Manager may
require evidence of pending claims and claims history as well as evidence of Consultant's
ability to pay claims for all deductible amounts and self-insured retentions proposed in
excess of$10,000.
C. Other Insurance Provisions. The following provisions shall apply to the
insurance policies required of Consultant pursuant to this Agreement:
1. The commercial general, business automobile and employer liability
policies shall be endorsed to contain the following provisions: "City and its
officers, council members, officials, employees, agents and volunteers, and any
public agencies whose approval of the project is required, are additional insureds
with respect to: liability arising out of acts or omissions of or on behalf of
Consultant; products and completed operations of Consultant; premises owned
occupied or used by Consultant; or automobiles owned, leased, hired, or
borrowed by Consultant". The coverage shall contain no special limitations on
the scope of protection afforded to additional insureds. Additional insured
endorsements are not required for the Professional Liability and Worker's
Compensation policies.
2. For any claims related to this Agreement, Consultant's coverage shall
be primary insurance as respects City and its officers, council members, officials,
employees, agents and volunteers. Any insurance of self-insurance maintained
by City and its officers, council members, officials, employees, agents and
volunteers shall be in excess of Consultant's insurance and shall not contribute
with it. The insurer shall waive all rights of subrogation and contribution it may
have against the City, its officers, council members, officials, employees, agents
and volunteers, and their respective insurers.
3. Any failure to comply with reporting or other provisions of the policies,
including breaches of warranties shall not affect coverage provided to City and
its officers, council members, officials, employees, agents and volunteers.
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4. Each insurance policy required by this Section shall be endorsed to
state that coverage shall not be suspended, voided, cancelled or modified by
either party, or reduced in coverage or in limits, except after thirty (30) days prior
written notice by First Class U. S. Mail postage prepaid, has been provided to
City. Notwithstanding the foregoing in this Subsection DA., if coverage is to be
suspended, voided or cancelled because of Consultant's failure to pay the
insurance premium, the notice provided to City shall be by ten (10) days prior
written notice.
D. Verification of Coverage. Consultant shall furnish City certificates of
insurance and original endorsements, including additional insured endorsements, in a
form acceptable to the City, effecting all of the coverages required by this Agreement.
The endorsements are to be signed by a person authorized by that insurer to bind
coverage on its behalf. Consultant shall provide to City all certificates and endorsements
required by this Agreement before work commences.
E. Fiduciary Bond. Concurrently with execution of this Agreement,
Consultant shall deliver to City a fiduciary bond in the amount of$100,000.00, in the form
acceptable to the City Manager, which secures and guarantees the hones accounting of
all public funds administered by Consultant and the faithful performance of the Consultant
under this Agreement. The bond shall contain the original notarized signature of an
authorized officer of the surety and affixed thereto shall be a certified and current copy of
his power of attorney. The bond shall be unconditional and remain in force during the
entire term of the Agreement and shall be null and void only if the Consultant promptly
and faithfully performs all terms and conditions of this Agreement and City accepts such
performance in writing.
12. Indemnification.
To the fullest extent permitted by law, Consultant shall indemnify, defend (at
Consultant's sole cost and expense), protect and hold harmless City and its officers,
council members, officials, employees, agents and volunteers and all other public
agencies whose approval of the Project is required; (individually "Indemnified Party';
collectively "Indemnified Parties") against any and all liabilities, claims, judgments,
arbitration, awards, settlements, costs, demands, orders and penalties (collectively
"Claims"), including but not limited to Claims arising from injuries or death of persons
(Consultant's employees included) and damage to property, which Claims arise out of,
pertain to, or are related to the negligence, recklessness or willful misconduct of
Consultant, its agents, employees or subcontractors, or arise from Consultant's negligent
reckless or willful performance of or failure to perform any term, provision, covenant or
condition of this Agreement ("Indemnified Claims"), except where such Claims arise from
the sole negligence, recklessness, or willful misconduct of the City, its officers, council
members, officials, employees, or agents.
Consultant shall reimburse the Indemnified Parties for any reasonable
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expenditures, including reasonable attorneys' fees, expert fees, litigation costs and
expenses that each Indemnified Party may incur by reason of Indemnified Claims.
Upon request by an Indemnified Party, Consultant will defend with legal counsel
reasonably acceptable to the Indemnified Party all Claims against the Indemnified
Party that may arise out of, pertain to, or relate, to Indemnified Claims, whether or
not Consultant is named as a party to the Claim proceeding. The determination
whether a Claim "may arise out of, pertain to, or relate to Indemnified Claims" shall
be based on the allegations made in the Claim and the facts known or subsequently
discovered by the parties. In the event a final judgment, arbitration award, order,
settlement, or other final resolution expressly determines that Claims did not arise
out of, pertain to, nor relate to the negligence, recklessness or willful misconduct of
Consultant to any extent, then City will reimburse Consultant for the reasonable
costs of defending the Indemnified Parties against such Claims, except City shall not
reimburse Consultant for attorneys' fees, expert fees, litigation costs and expenses
as were incurred defending Consultant or any parties other than Indemnified Parties
against such Claims.
Consultant's indemnification obligation hereunder shall survive the
expiration or earlier termination of this Agreement until all actions against the
Indemnified Parties for such matters indemnified hereunder are fully and finally barred
by the applicable statute of limitations or, if an action is timely filed, until such action
is final. This provision is intended for the benefit of third party Indemnified Parties
not otherwise a party to this Agreement.
13. Licenses, Permits. Qualifications, and Approvals.
Consultant represents and warrants to City that it has obtained all licenses,
permits, qualifications, and approvals of whatever nature that are legally required to
practice its profession and perform the Services required by this Agreement. Consultant
represents and warrants to City that Consultant shall, at its sole cost and expense, keep
in effect at all times during the term of this Agreement, any license, permit, qualification
or approval, which is legally required for Consultant to perform Services under this
Agreement. Consultant shall have the sole obligation to pay for any fees, assessments
and taxes, plus applicable penalties and interest, which may be imposed by law and arise
from or are necessary for the Consultant's performance of the Services required by this
Agreement, and shall indemnify, defend and hold harmless City against any such fees,
assessments, taxes penalties or interest levied, assessed or imposed against City
hereunder.
14. Reports and Records
A. Accounting Records.
Consultant shall keep complete, accurate, and detailed accounts of all time,
costs, expenses, and expenditures pertaining in any way to this Agreement.
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B. Reports.
Consultant shall periodically prepare and submit to the Contract Officer such
reports concerning the performance of the services, including the receipt of nay fees,
assessments, charges, fines, or funds of any kind, required by this Agreement or as the
Contract Officer shall require.
C. Ownership of Documents.
All drawings, specifications, reports, records, documents, memoranda
correspondence, computations and other materials prepared by Consultant, its
employees, subcontractors and agents specifically for the Project shall be the property of
City and shall be delivered to City upon request of the contract Officer or upon the
termination of this Agreement, and Consultant shall have no claim further employment or
additional compensation as a result of the exercise by City of its full rights of ownership
of the documents and materials hereunder. Any use of such completed documents for
other projects and/or use of incomplete documents without specific written authorization
by the Consultant will be at the City's sole risk and without liability to Consultant, and the
City shall indemnify the Consultant for all damages resulting therefrom. Consultant may
retain copies of such documents for its own use. Consultant shall ensure that all its
subcontractors shall provide for assignment to City of any documents or materials
prepared by them, and in the event Consultant fails to secure such assignment,
Consultant shall indemnify City for all damages resulting therefrom.
D. Release of Documents.
All information gained by Consultant in the performance of this Agreement shall
be considered confidential and shall not be released by Consultant without City's prior
written authorization. Consultant, its officers, employees, agents or subcontractors shall
not without written authorization from the City Manager or unless requested by the City
Attorney, voluntarily provide declarations, letters of support, testimony at depositions,
response to interrogatories, or other information concerning the Services performed
under this Agreement or relating to the Project. Response to a subpoena or court shall
not be considered "voluntary" for the purposes of this Section, provided Consultant gives
City timely notice, in advance, of the response to such subpoena or court order.
Consultant shall notify City of any summons, complaints, subpoenas, notice of deposition,
request for documents, interrogatories, requests for admissions or other discovery
request received by Consultant, its officers, employees, agents or subcontractors, related
to Services performed pursuant to this Agreement. City retains the right, but has no
obligation, to represent Consultant and/or be present at any deposition, hearing, or similar
proceeding, the cost of which representation or presence shall be borne by City.
Consultant agrees to cooperate fully with City and to provide City with an opportunity, in
advance, to review and respond to discovery requests provided by Consultant, arising out
of Services performed pursuant to this Agreement. However,
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City's right to review any such request or response does not imply or mean City has the
right to control, direct, write or rewrite such response.
E. Audit and Inspection of Records.
After receipt of reasonable notice and during the regular business hours of City,
Consultant shall provide City, or other agents of City, such access to Consultant's books,
records,payroll documents and facilities as City deems necessary to examine, copy, audit
and inspect all accounting books, records, work data, documents and activities directly
related hereto. Consultant shall maintain such books, records, data and documents in
accordance with generally accepted accounting principles and shall clearly identify and
make such items readily accessible to such parties during Consultant's performance
hereunder and for a period of three (3) years from the date of final payment by City
hereunder.
15. Federal. State and Local Laws.
Consultant warrants that in the performance of this Agreement, it shall
comply with all applicable federal, State and local laws, statutes and ordinances and all
lawful orders, rules and regulations promulgated thereunder to the best of its ability.
16. Equal Employment Opportunity.
In connection with its performance under this Agreement, Consultant shall not
discriminate against any employee or applicant for employment because of race, religion,
color, sex, age, marital status, ancestry or national origin. Consultant shall ensure that
applicants are employed, and that employees are treated during their employment,
without regard to their race, religion, color, sex, age, marital status, ancestry or national
origin. Such actions shall include, but not be limited to, the following: employment,
upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship.
17. Prohibited Interests.
Consultant covenants that, for the term of this Agreement, no Council Member,
member, officer, or employee of City during his/her tenure in office/employment, or for
one (1) year thereafter, shall have any interest, direct or indirect, in this Agreement or the
proceeds therof or in Consultant. Consultant warrants that it has not given or paid and will
not give or pay any third party money or other consideration for obtaining this Agreement.
18. Patent and Copyright Infringement.
A. To the fullest extent permissible under law, and in lieu of any other
warranty by City or Consultant against patent or copyright infringement, statutory or
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otherwise, it is agreed that Consultant shall defend at its expense any claim or suit against
City on account of any allegation that any item furnished under this Agreement, or the
normal use or sale thereof arising out of the performance of this Agreement, infringes
upon any presently existing U.S. letters patent or copyright and Consultant shall pay all
costs and damages finally awarded in any such suit or claim, provided that Consultant is
promptly notified in writing of the suit or claim and given authority, information and
assistance at Consultant's expense for the defense of same, and provided such suit or
claim arises out of, pertains to, or is related to the negligence, recklessness or willful
misconduct of Consultant. However, Consultant will not indemnify City if the suit or claim
results from: (1) City's alteration of a deliverable, such that City's alteration of such
deliverable created the infringement upon an presently existing U.S. letters patent or
copyright; or (2) the use of a deliverable in combination with other material not provided
by Consultant when it is such use in combination which infringes upon an existing U.S.
letters patent or copyright.
B. Consultant shall have sole control of the defense of any such claim or suit
and all negotiations for settlement thereof, Consultant shall not be obligated to indemnify
City under any settlement made without Consultant's consent or in the event City fails to
cooperate in the defense of any suit or claim, provided, however, that such defense shall
be at Consultant's expense. If the use or sale of such item is enjoined as a result of the
suit or claim, Consultant, at no expense to City, shall obtain for City the right to use and
sell the item, or shall substitute an equivalent item acceptable to City and extend this
patent and copyright indemnity thereto.
19. Care of Work.
The Consultant shall adopt reasonable methods during the life of the
Agreement to furnish continuous protection to the work, and the equipment, materials,
papers, documents, plans, studies and/or other components thereof to prevent losses or
damages, and shall be responsible for all such damages, to persons or property, until
acceptance of the work by City, except such losses or damages as may be caused by
City's own negligence.
20. Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary
to carry out the purposes of this Agreement.
21. Termination.
City may terminate this Agreement for its convenience at any time, without cause,
in whole or in part, upon giving Consultant thirty (30) days written notice. Upon such
notice, City shall pay Consultant for Services performed through the date of
termination including any amounts retained pursuant to Section 4 that the City
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determines are no longer required for purposes of Dispute Retention, City Loss
Retention, or Third Party Claims Retention. Upon receipt of such notice, Consultant
shall immediately cease all work under this Agreement, unless the notice provides
otherwise. Thereafter, Consultant shall have no further claims against City under
this Agreement. Upon termination of the Agreement pursuant to this Section,
Consultant shall submit to City an invoice for work performed prior to the date of
termination. In addition, the Consultant reserves the right to terminate this
Agreement at any time, with or without cause, upon sixty (60) days written notice to
City, except that where termination is due to the material default by the City, the
period of notice may be such shorter time as Consultant may determine.
22. Default of Consultant.
A. Consultant's failure to comply with any provision of this Agreement shall
constitute a default.
B. If the City Manager, or his/her designee, determines that Consultant is in
default in the performance of any of the terms or conditions of this Agreement, he/she
shall notify Consultant in writing of such default. Consultant shall have ten (10) days, or
such longer period as City may designate, to cure the default by rendering satisfactory
performance. In the event Consultant fails to cure its default within such period of time,
City shall have the right, notwithstanding any other provision of this Agreement, to
terminate this Agreement without further notice and without prejudice of any remedy to
which City may be entitled at law, in equity or under this Agreement. Consultant shall be
liable for any and all reasonable costs incurred by City as a result of such default.
Compliance with the provisions of this Section shall not constitute a waiver of any City
right to take legal action in the event that the dispute is not cured, provided that nothing
herein shall limit City's right to terminate this Agreement without cause pursuant to
Section 21.
C. If termination is due to the failure of the Consultant to fulfill its obligations
under this Agreement, City may, after compliance with the provisions of Section 22.13 take
over the work and prosecute the same to completion by contract or otherwise, and the
Consultant shall be liable to the extent that the total cost for completion of the Services
required hereunder exceeds the Maximum Contract Sum herein stipulated (provided that
the City shall use reasonable efforts to mitigate such damages), and City may withhold
any payments to the Consultant for the purpose of set-off or partial payment of the
amounts owed the City as previously stated. The withholding or failure to withhold
payments to Consultant shall not limit Consultant's liability for completion of the Services
as provided herein.
23. Attorney Fees.
In the event any dispute between the Parties with respect to this Agreement results
in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition
to such other relief as may be granted, to recover from the non-prevailing
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Party all reasonable costs and expenses, including but not limited to reasonable attorney
fees, expert consultant fees, court costs and all fees, costs and expenses incurred in any
appeal or in collection of any judgment entered in such proceeding. The amount of such
fees, costs and expenses may be determined in such proceeding or in a separate action
brought for that purpose. To the extent authorized by law, in the event of a dismissal by
the plaintiff or petitioner of the litigation or non-judicial proceeding within thirty (30) days
of the date set for trial or hearing, the other Party shall be deemed to be the prevailing
Party in such litigation or proceeding. The reasonable attorney fees shall be calculated
by multiplying the number of hours actually and reasonably incurred by the attorney(s)
representing the prevailing Party after initiation of the dispute by the reasonable hourly
rate of said attorney(s), however such hourly rate shall not exceed $200 per hour. No
"lodestar multiplier' shall be applied in determining the reasonable attorney fees under
this Agreement.
24. Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in
this Agreement, the rights and remedies of the Parties are cumulative and the exercise
by either Party of one or more of such rights or remedies shall not preclude the exercise
by it, at the same or different times, of any other rights or remedies for the same default
or any other default by the other Party.
25. Legal Action.
In addition to any other rights or remedies, either Party may take legal action, in
law or in equity, to cure, correct or remedy any default, to recover damages for any
default, to compel specific performance of this Agreement, to obtain declaratory or
injunctive relief, or to obtain any other remedy consistent with the purposes of this
Agreement.
26. Interpretation: Venue.
This Agreement and any dispute arising hereunder shall be governed and
interpreted in accordance with the laws of the State of California. This Agreement shall
be construed as a whole according to its fair language and common meaning to achieve
the objectives and purposes of the Parties hereto. The terms of this Agreement are
contractual and the result of negotiation between the parties hereto. Accordingly, any
rule of construction of contracts (including, without limitation, California Civil Code Section
1654) that ambiguities are to be construed against the drafting party, shall not be
employed in the interpretation of this Agreement. Venue for any litigation concerning this
Agreement shall be in the Superior Court for the County of Riverside. California.
27. Waiver.
No waiver of any provision of this Agreement shall be effective unless in writing
and signed by a duly authorized representative of the Party against whom enforcement
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of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant,
condition, or term contained in this Agreement, shall not be construed to be a waiver of
any subsequent or other default or breach, nor shall failure by the Parties to require exact,
full, and complete compliance with any of the covenants, conditions, or terms contained
in this Agreement be construed as changing the terms of this Agreement in any manner
or preventing the Parties from enforcing the full provisions hereof.
28. Notices.
All notices or other communications required or permitted hereunder shall be in
writing, and shall be personally delivered, sent by registered or certified mail, postage
prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence
of completed transmission, and shall be deemed received upon the earlier of (i) the date
of delivery to the address of the person to receive such notice if delivered personally or
by messenger or overnight courier; (ii) five (5) business days after the date of posting by
the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice,
request, demand, direction, or other communication sent by facsimile must be confirmed
within forth-eight (48) hours by letter mailed or delivered. Other forms of electronic
transmission such as e-mails, text messages, instant messages are not acceptable
manners of notice required hereunder. Notices or other communications shall be
addressed as follows:
To City: City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attention: City Clerk
To Consultant: PYRANET, LLC
PO Box 868
Howe, TX 75459-0868
Attention: Kelly Popp
Either Party, may by written notice to the other, designate a different address or contact
person, which shall be substituted for that specified above.
29. Entire Agreement.
This Agreement constitutes the entire agreement between the Parties and
supersedes all prior negotiations, arrangements, agreements, representations, and
understandings, if any, made by or among the parties with respect to the subject matter
hereof. No amendments or other modifications of this Agreement shall be binding unless
executed in writing by both Parties hereto, or their respective successors, assigns, or
grantees.
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30. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such
a manner as to be effective and valid under applicable law, but if any provision of this
Agreement shall be determined to be invalid by a final judgment or decree of a court by
competent jurisdiction, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of that provision, or the
remaining provisions of this Agreement unless the invalid provision is so material that its
invalidity deprives either Party of the basic benefit of their bargain or renders this
Agreement meaningless.
31. Conflicts.
City's Request for Proposals and Consultant's Proposal submitted in response
thereto are incorporated herein as Exhibits "D" and "E", respectively, and made a part
hereof. To the extent that there is any conflict among the provisions of this Agreement,
City's Request for Proposals and for Consultant's Proposal, the terms and conditions of
this Agreement shall govern. To the extent of any conflict between City's Request for
Proposals and Consultant's Proposal, City's Request for Proposals shall govern.
32. Legal Relationship between the Parties.
A. The legal relationship between the Parties hereto is that of an
independent contractor, and nothing herein shall be deemed to make Consultant a City
employee. During the performance of this Agreement, Consultant and its officers,
employees, and agents shall act in an independent capacity and shall not act as City
officers or employees. The personnel performing the Services under this Agreement on
behalf of Consultant shall at all times be under the Consultant's exclusive direction of
control. Neither City nor any of its officers, employees, or agents shall have control over
the conduct of Consultant or any of its officers, employees, or agents, except as set forth
in this Agreement. Consultant, its officers, employees, or agents shall not maintain an
office or any other type of fixed business location at City's offices. City shall have no
voice in the selection, discharge, supervision or control of Consultant's employees,
servants, representatives or agents, or in fixing their number, compensation or hours of
service. Consultant shall pay all wages, salaries and other amounts due its employees
in connection with this Agreement and shall be responsible for all reports and obligations
respecting them, including but not limited to social security income tax withholding,
unemployment compensation, workers compensation and other similar matters. City shall
not in any way or for any purpose be deemed to be a partner of Consultant in its business
or otherwise or a joint venture or a member of any joint enterprise with Consultant.
B. Consultant shall not incur or have the power to incur any debt, obligation,
or liability against City, or bind City in any manner.
C. No City benefits shall be available to Consultant, its officers,
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employees, or agents in connection with any performance under this Agreement.
Except for fees paid to Consultant as provided for in this Agreement, City shall not pay
salaries, wages, or other compensation to Consultant for the performance of Services
under this Agreement. City shall not be liable for compensation or indemnification to
Consultant, its officers, employees, or agents for injury or sickness arising out of
performing Services hereunder. If for any reason, any court or governmental agency
determines that City has financial obligations, other than pursuant to Section 3 and 6
herein, of any nature relating to salary, taxes, or benefits of Consultant's officers,
employees, servants, representatives, subcontractors or agents, Consultant shall
indemnify City for all such financial obligations.
33. Successors in Interest.
This Agreement shall be binding upon and inure to the benefit of the Parties'
successors and assignees.
34. Third Party Beneficiary.
Except as may be expressly provided for herein, nothing contained in this
Agreement is intended to confer, nor shall this Agreement be construed as conferring,
any rights, including, without limitation, any rights as a third-party beneficiary or
otherwise, upon any entity or person not a party hereto.
35. Recitals.
The Recitals above are hereby incorporated into this Section as though fully set
forth herein and each Party acknowledges and agrees that such Party is bound, for
purposes of this Agreement, by the same.
36. Non-Liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or
any successor in interest, in the event of any default or breach by the City or for any
amount which may become due to the Consultant or its successor, or for breach of any
obligation of the terms of this Agreement.
37. Corporate Authority.
Each of the undersigned represents and warrants that (i) the Party for which he or
she is executing this Agreement is duly authorized and existing, (ii) he or she is duly
authorized to execute and deliver this Agreement of behalf of the Party for which he or
she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing
is formally bound to the provisions of this Agreement, and (iv) the entering into this
Agreement does not violate any provision of any other Agreement to which the Party for
which he or she is signing is bound.
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IN WITNESS WHEREOF, the Parties have executed and entered into this Agreement as
of the date first written above.
PYRANET CITY OF PALM SPRINGS
By: %- By:
ERIC POPP, Presi nt DAVID H. READY, City Manager
ATTEST:
By:
JAMES THOMPSON, City Clerk
APPROVtD O FORM:
By ___
DOU 5 q.440LLAND, Orty Attorney
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EXHIBIT "A"
SCOPE OF SERVICES
t. Consultant shall administer the City of Palm Springs false alarm program, the general
provisions of which are provided in Palm Springs Municipal Code Chapter 5.02, including
without limitation the issuance and maintenance of alarm permits, the collection of alarm permit
fees, the logging, recordation, and tracking of false alarms in a manner that can be conveniently
accessed and used for provision of police services and financial management, the collection of
false alarm response fees, and the timely payment of all fees to the City. Consultant's services
shall include without limitation the following specific responsibilities:
(a) Consultant shall develop, maintain, modify, manage, and operate a website or websites
as reasonably necessary to provide the services required under this Agreement.
(b) Consultant shall Host the website(s) on its servers.
(c) Consultant shall provide a secure website for permit holders to renew alarm permits,
make payment toward false alarm fines, and enroll in the online false alarm diversion program.
(d) Consultant shall manage in a secure and confidential manner all permit holder data.
(e) Consultant shall provide technical and customer support to permit holders via telephone
or email during City business hours or such other hours as the Contract Officer may require.
(f) Consultant shall provide permit holders with a secure website for the processing of
online credit card and check payment transactions.
(g) Consultant shall securely accept and facilitate the processing of credit card and check
payments for alarm permits and false alarm bills.
(h) Consultant shall reconcile payments made to or on behalf of all alarm permit accounts.
(i) Consultant shall receive and manage daily electronic data transmittal from the City's
Police Department CAD system.
0) Consultant shall maintain all records of all false alarm permit accounts to include, but not
limited to, all data supplied by the City's Police Department through the City's Police
Department CAD system.
(k) Consultant shall mail payment to the City by the 5th day of each month for the funds
collected the previous month for alarm permits, false alarms, and the false alarm diversion
program.
(1) Consultant shall mail city permit renewal notices to each permit holder annually.
(m) Consultant shall generate appropriate system data and mail false alarm bills to permit
holders.
(n) Consultant shall make available to the City various reports through the Consultant's
secure website(s) as the Contract Officer deems necessary or appropriate.
(o) Consultant shall integrate data from the false alarm diversion program with the permit
holder's account.
(p) Consultant shall electronically, or by other means approved by the Contract Officer,
transfer payment delinquency notices to the City.
(q) Consultant shall provide City personnel, as designated by the Contract Officer, access
through its secure website to modify permit holder accounts as needed.
(r) Consultant shall operate its systems prudently to ensure the security, safety, and
confidentiality of all user transactions.
(s) Consultant shall cross-reference hard copy data with electronic data to ensure records
are complete, accurate, and up-to-date-
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2. The following protocols and administrative practices shall be implemented:
(a) Risk management plan
All user information is stored within a secure SQL server environment, which resides within a
secure hosting data center. The dedicated web server, used to serve the web application, is
behind a Cisco Pix firewall, which prevents hackers from compromising the web server. The
only access to the web server is through HTTP and FTP protocols, which are used to view web
pages and upload/download files. Windows 2000 is the platform used for the web and SQL
servers. Strict Windows and SQL security measures are in place to prevent unauthorized
persons from accessing the web server directory structure or any SQL data. A hacker would
have to bypass the firewall, compromise Windows security and compromise SQL security to
access any sensitive user data. Periodic security audits are performed on the server to ensure
that the latest security patches are installed, that all users have appropriate permissions, and to
identify any attempted attacks on the system. Additionally, there are many security measures
taken into account within the application that prevent users from accessing any unauthorized
data and to ensure the integrity of the data that is stored.
The servers used to host the website will provide at least 99.99% up-time, therefore minimizing
inaccessibility to students and users. The website shall be maintained on a continuous, seven
days a week and twenty-four hours per day, basis thereby providing permit holders the ability to
pay their fines or fees at any hour of any day. Both telephone, email and live online chat support
will be available to the City and alarm holders during City business hours. A multi-line state-of-
the-art PBX system shall be installed to allow Consultant to handle multiple calls at once.
(b) User authentication and authorization procedures and technologies
Consultant shall employ several layers of authentication and authorization security to ensure
that no unauthorized access is gained to any portion of the system. The system resides on two
dedicated Windows servers in a secure data center. External access to the server, including
access via FTP (File Transfer Protocol), Terminal Services (Remote Desktop) and SQL client
tools (Query Analyzer, Enterprise Manager) is restricted to one static IP address. This IP
address is the address of the our company technical team's office. The technical team members
are the only authorized individuals who can access the dedicated server directly. By restricting
access to one IP address, no individual or computer can connect from an external source to
either of our servers. Such practice will prevent anyone from altering or accessing any files
residing on the server. Once a technical team member connects to the server from the
dedicated IP address, standard Windows securities apply. All Windows passwords used on the
server are extremely strong in nature and are sent over the network encrypted to prevent a
password compromise. Periodic reviews of the Windows security and IIS logs are performed to
check for any suspicious activity. Due to the strong nature of our authentication and
authorization, not a single system compromise has been experienced since we began using
these techniques.
(c) Access control procedures and technologies
Consultant's administrative tools shall be web based and can only be accessed by the staff
securely from both the central office and from remote locations if needed. Access to the
administrative tools is limited to certain static IP addresses. The authorized IP addresses are
those of the home office, as well as the remote locations. If any person tries to access these
administrative tools from an unauthorized IP address, their IP address is logged and the user is
notified that their IP address has been logged. This IP address log is frequently reviewed for
suspicious activity. If any suspicious IP address has been found attempting to access the
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administrative tools on more than one occasion, the suspect IP address is blocked permanently
from accessing the server. Once the staff members have accessed the administrative tools from
their authorized IP address, they must then login using a password to access the tool set. We
implement role based security for the staff members, allowing each staff member to view only
those features that their role permits. All passwords are sent securely to the web server using
SSL technology. Physical access to the server is controlled by and limited to the technical
team.
(d) Auditing capability
Consultant will perform periodic audits to review system security, server performance and
course integrity. Windows security auditing is enabled for the dedicated servers. The security
and IIS logs are reviewed weekly to detect any suspicious activity. Internal security logs are also
reviewed on a weekly basis to detect any unauthorized IP address access attempts. If for any
reason suspicious activity is detected, proper security actions are taken to address the issue.
This involves working with network, security and server personnel to determine the best course
of action to take and implementing any and all necessary security changes. Server performance
is audited on a monthly basis. This involves initializing and running Counter and Trace windows
logs. Once an adequate performance sample has been obtained, the logs are analyzed to
review system performance. Should the performance be less than desirable, appropriate
hardware/software adjustments are made. The SQL database also goes through a specific
performance review. SQL server profiler traces are run and index analysis is performed to
ensure that the database is running at the optimal service level. Any database adjustments are
made as necessary to ensure peak performance. This typically includes tuning indexes and
optimizing queries.
(e) Systems availability
Consultant will implement procedures and practices to ensure 99.999% uptime of the system
and service and to ensure reliability and availability. The dedicated servers reside in a secure
location that provides a redundant network to ensure network reliability, UPS battery backup
and a diesel generator to ensure power reliability, and fire suppression, smoke detection, and
climate control units to ensure stable environmental conditions. The dedicated servers utilize a
RAID 1 hard drive configuration to ensure system redundancy in the event a disk failure. The
source code, server system state, log files and all databases are backed up nightly to a NAS
(network attached storage) server. The dedicated server and network are actively monitored to
ensure network reliability and system up time. There is a network intrusion detection system in
place to detect and deter malicious network activity.
(f) Course and systems integrity
Consultant utilizes an extensive set of securities to ensure that unauthorized access to any of
the data or intellectual property cannot occur. The servers and administrative tools are secured
using IP address limitations and role based security models which were described in sections A
& B. Special code is in place to prevent URL tampering which could result in a data compromise
if not taken into account. All user information is stored securely within the dedicated server
database. All information sent by the permit holder is sent using secure SSL technology.
Additionally, all data viewed and modified by our company personnel is transmitted using SSL
technology. Permit holder data is not shared or transferred to anyone for any reason, with the
exception of the City of Palm Springs or it's collection personnel. Any data transmitted to these
institutions during an audit is sent over secure channels. Periodic monitoring of the access
attempts is performed to ensure the integrity of the system security.
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(g) Confidentiality and privacy
All user data is securely stored within the dedicated server database. This information includes
permit holder names, permit numbers, addresses, phone number and credit card/bank
information. Consultant's privacy policy is as follows: The user information obtained by the
Consultant is for the governmental purposes of the City of Palm Springs consistent with the
provisions of Chapter 5.02 of the Palm Springs Municipal Code. This information will not be sold
or transferred, in any way, to any other parties. All necessary precautions have been taken to
ensure unauthorized access is prohibited.
(h) Business continuity and disaster recovery
Company shall ensure business continuity and implement effective measures for disaster
recovery. This includes network, power, and hardware redundancy. All data, security settings,
system state information, source code, and log files are backed up nightly to a NAS (network
attached storage) server. Consultant shall utilize a RAID 1 hard drive configuration to mitigate
the risk of hardware failure. In event of a natural disaster or an unrecoverable hardware failure,
Consultant shall have all data and settings restored and the new server configured and
functioning within four hours. This would restore all database data, system state information,
security settings, log files, and application source code for the server. Consultant shall have the
ability to relocate the server as needed in the event of a severe natural disaster.
(i) Systems monitoring and incident response
Consultant servers are actively monitored to ensure system up-time and site availability. If a
server is unexpectedly taken offline, the Consultant shall immediately work to bring the server
back online. If the system is unavailable or is not performing at an optimal level, system
services, processes, memory usage, and network activity are immediately analyzed by the
Consultant to determine the cause of the problem. If a problem is detected, all necessary steps
are taken to mitigate the problem. This could include restarting services or restarting the server.
If the problem still persists, further action is taken which includes a more in-depth analysis of
application behavior and database performance. Once the root of the problem is identified, the
Consultant will resolve the issue as quickly as possible. This could include code "hot fixes",
database adjustments or hardware changes. There is also a network intrusion detection system
in place to detect suspicious network activity and to deter malicious network activity from
occurring.
0) Change control
Consultant is responsible for identifying, testing, and implementing any new technologies that
will increase the overall system integrity. This includes 3rd party software and hardware, as well
as upgrades to the existing system source code, which was developed in-house. The technical
team is also responsible for all source code development and maintenance. Once the new
technologies have been developed or acquired, the technical team must document the
implementation steps, develop a test plan and perform the necessary testing of the new system
in the staging environment. The staging environment is an identical configuration to that of the
live environment, with the exception of the new technology being implemented. Once the
complete system has been tested and validated against the test case, the technical team begins
to facilitate the live system migration. Once the migration date and time have arrived, the
system is shut down, and the technical team performs the necessary upgrades and migration.
Testing of the new live environment release ensues using the test cases developed prior. Once
all test cases have been validated, the system is turned back on and service is restored. In the
event of a server migration, all data is backed up and all user access rights are documented
from the soon to be decommissioned server. Once the new server is available, all data is
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restored from the back ups, all users are manually recreated and all necessary security rights
are applied.
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EXHIBIT "B"
SCHEDULE OF COMPENSATION
(a) Consultant will retain $11.00 for each alarm permit;
(b) Consultant will retain $15.00 for each alarm bill;
(c) Consultant will provide the City with 45% gross revenue of the false alarm
diversion program. Based on the current cost of the course ($20.00), the
City would receive $9.00 for each completed Palm Springs alarm diversion
program.
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