HomeMy WebLinkAbout22-054 - CentralSquare Technologies - False Alarm Management ServicesDocuSign Envelope ID: E12 726 -0555-4CFC-66FA-677493EE52D8
22-054
Council Approval N/A
AGREEMENT FOR FALSE ALARM MANANGEMENT SERVICES
THIS CONTRACT FOR FALSE ALARM MANAGEMENT SERVICES ("Contract") made and
entered into this 28th day of April , 2022 (the "Effective Date") by and between City
of Tukwila ("CUSTOMER" or "CITY"), a State of Washington municipality, having offices at 6200
Southcenter Blvd Tukwila, WA 98188, and CentralSquare Technologies, ("CST" or
"CONTRACTOR"), a Delaware Limited Liability Company having offices at 1000 Business
Center Drive, Lake Mary, Florida 32746, each, a "Party", and together, the "Parties".
WITNESSETH:
Whereas, the CITY Council enacted ordinances related to alarm systems and false alarms titled
as Chapter 8.08 of Title 8 of the CITY municipal code of Effective Date ("Alarm Ordinance"), as
amended; and
Whereas, in its implementation of the Alarm Ordinance, CITY is authorized to engage a third -
party CONTRACTOR to assist the CITY in the enforcement of the Alarm Ordinance; and
Whereas, the CONTRACTOR created and markets the proprietary and patented (U.S. Patent
No. 6,856,246) software system called CryWolf ("Software"), an integrated suite of software
applications operating in a Windows-based environment, designed to assist false alarm
reduction managers and planners in government agencies and industry in accessing information
relevant to false alarms, and which has been developed at CONTRACTOR's private expense
for the commercial marketplace and is not in the public domain;
Whereas, CITY desires to engage the CONTRACTOR to provide the full-service fa se alarm
management solution ("Services") described in Attachment A; and
Whereas, the CONTRACTOR desires to accept such engagement.
Now, Therefore, the parties agree as follows;
1. Term.
The term of this Contract shall commence upon the date it is signed by both parties (the
"Effective Date") and shall continue for a period of three (3) years following the Effective Date.
This contract will automatically renew for additional one-year periods unless CITY or
CONTRACTOR exercise contract termination as outlined in Section 17.
2. Contract Documents and Order of Precedence.
The contract documents consist of the following Attach ents which are incorporated into the
Contract by this reference:
A. Attachment A, describes the Statement of Work to be provided by the CONTRACTOR
and outlines the CITY's operational responsibilities, and Attachment 8, Pricing and Payment
Terms.
B. The Order of Precedence shall be as follows: (1) this Contract; (2) Attachment A and (3)
Attachment B.
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3. Alarm Management Statement of Work.
A. The CONTRACTOR shall provide the False Alarm Management Services described in
Attachment A - False Alarm Management Services Statement of Work.
B. The False Alarm Management Services shall assist CITY in enforcing its Alarm Ordinance to
include tracking of responsible persons (including individuals, businesses and government
agencies) who use alarm systems, registering of alarm systems, billing and notification of
permit and false alarm fees in accordance with the Alarm Ordinance and at the direction and
under the supervision of CITY's Alarm Administrator, maintenance of a database of persons
who use alarm systems, tracking of false alarm occurrences, collection of fees, the collection
and enforcement of penalties for violations, generating performance and outcome reports and
assuring the availability to CITY of timely false alarm information, all as more specifically
described in Attachment A - False Alarm Management Services Statement of Work.
4. Software License.
CITY shall be licensed and authorized to use the Software and any additional specific
customization and development provided as part of the False Alarm Management Services
described in Attachment A. The license shall cover all Software, including, without limitation,
software interfaces and software modifications. The scope of the license is non -transferable and
non-exclusive and is authorized by CONTRACTOR for use by CITY to access its false alarm
information.
5. Duration of the Software License.
CITY shall have the right to use the Software in accordance with Attachment A for so long as
the CONTRACTOR provides False Alarm Management Services to CITY and/or licenses the
Software in accordance with the Termination provisions in this Contract. This license shall
apply for the duration of the Contract and any extensions provided for herein or agreed to in
writing by the parties. In the event the business relationship with CONTRACTOR is terminated
or ended for any reason, CITY's license rights to use the Software shall likewise terminate
except as provided for in this Contract, including Attachment B.
6. Modification of the Software.
A. Modifications or adaptations of the Software shall be limited to creating or providing
interfaces between the Software and CITY's computer systems required to import or export data
in order to implement the Software as described in Attachment A.
B. CITY shall retain a nonexclusive License to use the modified and/or "customized"
interfaces with the Software, provided, however, the use of the original Software with such
adaptations in any projects other than the management of the Alarm Ordinance shall be subject
to additional compensation to CONTRACTOR in an amount and subject to terms to be
determined by the parties in writing prior to any such additional use.
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7. Protecting Confidential and Proprietary information.
The proprietary information of both parties, CONTRACTOR and CITY, is and shall remain the
valuable intellectual property of each respective party. Except as required by law, neither party
shall disclose any such information to any third party for any reason without the express written
consent of the other party and shall only use proprietary information for internal purposes to
facilitate and assist CONTRACTOR and CITY staff in the administration of the Alarm Ordinance.
In addition, the parties shall provide reasonable safeguards to protect their respective software,
hardware systems and data from unauthorized intrusion by third parties. Notwithstanding, the
parties recognize that the CITY is a government body subject to compliance with Washington
Public Records laws.
Names, addresses, type of alarm, identification information of any alarm monitoring company, or
identification information of any person cited under the Alarm Ordinance shall not be released,
exhibited or sold to any third party by CONTRACTOR, except as required by law.
All data received hereunder shall be made a part of CIITY's permanent records and files and
preserved therein for a period in accordance with the requirements of Washington law. CITY will
inform CONTRACTOR of the required retention time in writing at the beginning of the Contract
term and, in the event these requirements change, as soon as those changes are approved by
the appropriate State or CITY agency.
All alarm related data maintained by the CONTRACTOR shall remain the property of the CITY.
If the contract is terminated for any reason, the CONTRACTOR shall provide such data to CITY
on a timely basis in a Microsoft Excel electronic file format.
8. Reproductionand Copyright.
A. The Software is protected under the Copyright and Patent laws of the United States, and
as extended by treaty, with Canada. CITY may not copy, or allow anyone else to copy or
otherwise reproduce, any part of the Software without the prior written consent of
CONTRACTOR, except to store and/or install a copy of the Software on a storage device, such
as a network server, used only to run the Software on other computers over an internal network
and except for two copies for back-up or archive purposes.
B. CITY may copy any CONTRACTOR provided Software as necessary to its hard disks or
other such storage medium to efficiently operate the Software on CITY single -user system,
multiple -user system, or network. The Software shall be copied as a whole, and the use of the
copies shall be governed by this Contract. All other copying is prohibited.
9. Limitations on the Use of the Software.
crry may not reverse engineer, decompile, or disassemble the Software. The Software is
licensed as a single product. Its component parts may not be separated.
10.Notices of intellectual Property Rights.
CITY shall assure that CONTRACTOR's notices of intellectual property (e.g., patent, trademark,
and copyright notices) provided by CONTRACTOR, if any, shall remain visible on the Software
when displayed electronically, or when output created by it is printed for distribution to persons
or organizations outside the normal scope of the Alarm Ordinance.
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11. Payment.
CITY shall pay the CONTRACTOR for the Services described, in accordance with Attachment
B ("Payment Terms"),
12.Collection of Fines.
The CITY shall support the collection of false alarm fees, fines and penalties in accordance with
the Alarm Ordinances and at the directionof the Alarm Administrator. If the CITY directs
CONTRACTOR to engage a third -party collection organization for delinquent amounts, the CITY
shall cause the necessary legislative and administrative procedures to be enacted and/or
adopted in order to delegate to the CONTRACTOR the authority to collect the delinquent fees
from the third -party collection organization on behalf of the CITY.
13. Confidentiality of CITY False Alarm Data.
Any false alarm collection data provided to the CONTRACTOR during the performance of the
False Alarm Management Services shall be used only in a manner consistent with this Contract,
and no false alarm collection data shall be disclosed without the prior written consent of CITY. If
such disclosure is compelled or required in any judicial or administrative proceeding, the
CONTRACTOR shall, before disclosing such information, first notify CITY and give CITY an
opportunity to object to the disclosure.
In the event CITY objects to such disclosure, it shall notify the CONTRACTOR that it will
indemnify it, to the extent provided by law, for any costs and expense incurred, including,
without limitation, the cost of attorney fees expended in the defense of any action or proceeding,
or relating to the refusal to disclose such information.
Likewise, if CITY is compelled to disclose any CONTRACTOR data, CITY shall first notify
CONTRACTOR and give CONTRACTOR an opportunity to object to the disclosure. In the even
CONTRACTOR objects to such disclosure, it shall notify CITY that it will indemnify it, to the
extent provided by law, for any costs and expense incurred, including, without limitation, the
cost of attorney fees expended in the defense of any action or proceeding, or relating to the
refusal to disclose such infonmation.
14. CITY Responsibilities.
A. CITY shall cooperate with and assist the CONTRACTOR by providing management
decisions affecting startup or provision of the False Alarm Management Services within ten (10)
business days of receipt of CONTRACTOR's request for a decision, as well as providing
personnel, information, approvals, and acceptances in accordance with a mutually -agreed
Implementation Plan to be developed by CONTRACTOR and CITY at the start of the Services.
This Implementation Plan will define the detailed tasks and schedule necessary to achieve
program target milestones.
The Implementation Plan shall be agreed to in writing by both parties and upon execution by
both parties shall be incorporated into this Contract by reference. If factors beyond the
CONTRACTOR's control prevent processing of false alarms within the implementation timeline,
extension of the implementation must be mutually agreed to and documented via change order,
B. CITY shall provide the CONTRACTOR with Computer Aided Dispatch (CAD) alarm
Incident records, appeal records, and necessary historical, non-financial alarm registration and
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alarm incident information in accordance with the terms of a mutually -agreed implementation
plan and in a mutually -agreed electronic format, as necessary and proper, to allow the
CONTRACTOR to effectively provide the Services and enforce the Alarm Ordinance.
15.CITY Alarm Administrator.
To facilitate effective communication between CITY and the CONTRACTOR, and in accordance
with the Alarm Ordinance, CITY shall designate an Alarm Administrator. The Alarm
Administrator shall have the power and authority to make decisions relating to the Services. A
secondary Alarm Administrator will also be designated to act on behalf of the Alarm
Administrator when the primary Alarm Administrator is unavailable. The primary and secondary
Alarm Administrators shall be designated by CITY. The Alarm Administrator has the authority to
waive, void, or modify violation notices and the resulting fine amounts. Any such waiver,
modification, or voiding will be communicated to the CONTRACTOR in a written format.
16. Resolution of Disputes
A. Exclusive Dispute Resolution Mechanism. The parties agree to resolve any dispute,
controversy, or claim arising out of or relating to this Agreement (each, a "Dispute"),
exclusively under the provisions of this Section. Either Party may seek interim or provisional
relief in any court of competent jurisdiction if necessary, to protect the rights or property of
that Party pending the appointment of the arbitrator or pending the arbitrator's determination
of the merits of the dispute.
B. Good Faith Negotiations. The parties agree to send written notice to the other party of any
Dispute ("Dispute Notice"). After the other party receives the Dispute Notice, the parties
agree to undertake good faith negotiation between themselves to resolve the Dispute at
either CST or the Service Provider's location. Each Party shall be responsible for its
associated travel costs. The parties agree to attend no fewer than three negotiation
sessions attended Vice Presidents of each party (or employees of equivalent or superior
position).
C. Escalation to Mediation. If the parties cannot resolve any Dispute during the good faith
negotiations either party may initiate mediation hereunder,
D. Mediation. Subject to the provisions below, the parties may escalate a Dispute to a mutually
agreed to mediator. Parties agree to act in good faith in selecting a neutral mediator and in
scheduling the mediation proceedings. The parties agree to use commercially reasonable
efforts in participating in the mediation. The parties agree the mediator's fees and expenses,
and the mediator's costs incidental to the mediation will be shared equally between the
parties. The parties shall bear their own fees, expenses, and costs.
E. Confidential Mediation. The parties further agree all written or oral offers, promises, conduct,
and state ents made in the course of the mediation are confidential, privileged, and
inadmissible for any purpose in any litigation, arbitration or other proceeding involving the
parties. However, evidence that is otherwise admissible or discoverable shall not be
rendered inadmissible or non -discoverable as a result of its use in the mediation.
F. Litigation or Arbitration as a Final Resort. If the parties cannot resolve a Dispute through
mediation, then once an impasse is issued by the mediator either party may commence
binding arbitration in accordance with the provisions of regarding Choice of Law and
Arbitration.
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G. Arbitration. The Parties agree that any dispute, controversy, or claim arising out of or
related to the Employee's employment with the Company or termination of employment, this
Agreement, or any alleged breach of this Agreement shall be governed by the Federal
Arbitration Act (FAA) and submitted to and decided by binding arbitration to be held in
Washington. Parties agree to hold the deliberations in such arbitration confidential.
Arbitration Procedure. Parties agree arbitration must be commenced by delivering a notice
of arbitration to the other party. The Notice lust set out the nature of the claim(s), and the
relief requested. Within 30 days of the receipt of the notice, the receiving party shall deliver
an answer, any counterclaim(s), and relief requested. Arbitration shall be heard by a single
arbitrator. Each Party shall pay its own costs of arbitration. The parties shall confer in good
faith to attempt to agree upon a suitable arbitrator, and if unable to do so, they will select an
arbitrator from the American Arbitration Association's employment arbitration panel for the
area. The arbitrator shall decide the procedures in the arbitration after consultation with the
parties. The arbitrator will have the power to grant any provisional or final remedy or relief it
deems appropriate, including conservatory measures and an award of attorneys' fees. The
decision of the arbitrator shall be final and binding upon the parties hereto. The parties
agree that judgment may be entered upon the award by any court having jurisdiction.
1 7. Termination.
A. For Convenience. Either party may terminate this Contract for any reason and at any time
by giving at least ninety (90) days written notice to the other party of such termination and
specifying the effective date thereof. If the Contract is terminated by the CITY, the
CONTRACTOR shall be paid for any services already performed by sharing in the collections of
all amounts billed by the CONTRACTOR through the date of termination.
B. For Cause. Either party may terminate this Contract for cause if the other party does not
perform its duties or exercise its responsibilities in accordance with this Contract including the
maintenance of the system of fees and fines in effect at the beginning of the Contract period.
Upon an event of cause by either party (Non-performing party), the other (Claimant) party shall
provide thirty (30) days prior written notice to the non-performing party that the Contract terms
have not been carried out in accordance with this Contract. If the event of cause is not
corrected by the Non-performing party to the reasonable satisfaction of the Claimant, the
Claimant may terminate this Contract after a thirty (30) day written cure notice to the Non-
performing party.
C. Termination within Initial Two (2) Year Period. If this Contract is terminated by the CITY or
its implementation is terminated or postponed by the CITY during the initial two (2) year period,
for any reason other than breach by the CONTRACTOR, the CONTRACTOR shall be entitled to
receive a prorated share of its initial startup costs as specified in Attachment B, in addition to
any Service fees owed the CONTRACTOR as described in Paragraph 18 — Rights upon
Termination.
18.Rights upon Termination.
A. If CITY terminates this Contract or if the CONTRACTOR terminates for cause, CITY, in
addition to payment of false alarm collections owed to the CONTRACTOR based on the
CONTRACTOR's billings through the date of termination, shall undertake good faith efforts to
collect any False Alarm Management Services fees and civil penalties for Ordinance violations
billed, but not yet collected, as of the date of termination, in order to pay the CONTRACTOR, all
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amounts due the CONTRACTOR as a result of efforts engaged in by the CONTRACTOR on
CITY's behalf.
B. In the event that either party terminates this agreement, the CONTRACTOR agrees that
alldata collected under this agreement is part of CITY's permanent record and that all data,
including historical records under the required retention time will be provided to CITY in an
agreed upon data format within 30 days of the termination date.
19.Indemnification.
A. The CONTRACTOR shall indemnify, hold harmless, and defend CITY, its elected and
appointed officials, employees, agents and successors in interest from all claims, damages,
losses and expenses including attorney's fees, arising out of or resulting, directly or indirectly,
from the CONTRACTOR's (or CONTRACTOR's subcontractors, if any) performance or breach
of the Contract provided that such claim, damage, loss, or expense is not caused by the
negligent act or omission or willful misconduct of CITY or its elected and appointed officials and
employees acting within the scope of their employment. This Hold Harmless and
Indemnification provision shall in no way be limited by any financial responsibility or insurance
requirements described in Section 22 and shall survive the termination of this Contract.
B. In the event that a clai is made against the CONTRACTOR, which arises out of the
negligence or willful misconduct of CITY or any of CITY's employees, CITY shall indemnify the
CONTRACTOR to the extent CITY is liable and authorized to do so under the law.
C. Any party seeking indemnification shall promptly notify the other party of its discovery of
any matter -giving rise to a claim of indemnity. For each individual claim, the indemnifying party
shall have no obligation to the other or to any third party with respect to any expenses incurred
by or on behalf of the other or its assumption of control of the defense of the claim, or with
respect to any compromise or settlement made, without the prior written consent of both parties.
20. Patent infringement.
The CONTRACTOR shall indemnify CITY, its elected and appointed officials, officers,
employees, agents, and successors in interest from and against all damages and expenses
resulting from any infringement action brought against the CONTRACTOR, or against CITY to
the extent that any such action is predicated on the use of CONTRACTOR's software, during
the term of this Contract. This Hold Harmless and Indemnification provision shall in no way be
limited) by any financial responsibility or insurance and shall survive termination of this contract
21. Limitation of Liability.
LIMITED LIABILITY OF CONTRACTOR. CONTRACTOR'S LIABILITY IN CONNECTION WITH
THE SERVICES, IMPROVEMENTS OR ANY OTHER MATTER RELATING TO THIS
AGREEMENT WILL NOT EXCEED THE FEES COLLECTED IN CONNECTION WITH THIS
AGREEMENT FOR THE PREVIOUS 12 MONTHS.
EXCLUSION OF DAMAGES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH
HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT
CONTRACTOR, CONTRACTOR PERSONNEL, SUBCONTRACTORS OR SUPPLIERS BE
LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY (1) LOSS OF USE,
DATA, BUSINESS, REVENUE, PROFIT, GOODWILL, OR REPUTATION, (II) BUSINESS
INTERRUPTION, INCREASED COSTS, OR DIMINUTION IN VALUE, OR SPECIAL,
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INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE; AND
WHETHER OR NOT CONTRACTOR, CONTRACTOR PERSONNEL, SUBCONTRACTORS
OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR
DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
BASIS OF THE BARGAIN. CITY ACKNOWLEDGES THAT CONTRACTOR HAS AGREED TO
THE REVENUE SHARING STRUCTURE AND ENTERED INTO THIS AGREEMENT IN
RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF
WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT, AND THAT THE SAME
FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
22. Insurance.
The CONTRACTOR shall provide and maintain in full force and effect at no additional cost to
CITY for the duration of the Contract commercial general liability insurance or comprehensive
general liability insurance with a minimum limit of $2,000,000 per occurrence for bodily injury
and damage to property including contractual liability, premises/operations, products/completed
operations, independent CONTRACTORs, broad form property damage, and personal injury
coverage and a minimum aggregate amount of $2,000,000 or commercial/comprehensive
general liability insurance plus additional excess umbrella liability insurance to meet these limits.
The CONTRACTOR agrees that it shall add CITY, its elected and appointed officials, officers,
employees, agents, and successors in interest to the CONTRACTOR's liability insurance
policies as additional insureds. The CONTRACTOR shall require its insurance carrier or agent
to certify that this requirement has been satisfied on all Insurance Certificates issued under this
Contract.
Before any work is initiated and before any invoices are paid for work performed under this
Contract, the CONTRACTOR shall provide written proof of compliance with the above insurance
requirements by delivering to:
City of Tukwila
6200 Southcenter Blvd
Tukwila, WA 98188
A copy of a certificate or certificates of insurance completed by its insurance carrier or agent
certifying that minimum insurance coverages as required above are in effect, The
CONTRACTOR shall maintain, update, and renew the Certificate(s) for the term of this
Contract,
The Contractor shall procure and maintain for the duration of the Agreement, insurance against
claims for injuries to persons or damage to property which may arise from or in connection with
the performance of the work hereunder by the Contractor, their agents, representatives,
employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage
and limits as required herein shall not be construed to limit the liability of the Contractor to the
coverage provided by such insurance, or otherwise limit the City's recourse to any remedy
available at law or in equity.
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A. Minimum Scope of insurance. Contshall obtain insurance of the types and with the
limits described below:
1. Automobile Liability insurance with a minimum combined single limit for bodily injury and
property damage of $1,000,000 per accident. Automobile liability insurance shall cover all
owned, non -owned, hired and leased vehicles.
2. Commercial General Liability insurance with limits no less than $2,000,000 each
occurrence,
$2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit.
Commercial General Liability insurance shall cover liability arising from premises, operations,
independent contractors, products -completed operations, stop gap liability, personal injury and
advertising injury, and liability assumed under an insured contract. There shall be no exclusion
for liability arising from explosion, collapse or underground property damage. The City shall be
included as an additional insured under the Contractor's Commercial General Liability insurance
policy with respect to the work performed for the City,
3. Workers' Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher
insurance limits than the minimums shown above, the Public Entity shall be insured for the full
available li its of Commercial General and Excess or Umbrella liability maintained by the
Contractor, irrespective of whether such limits maintained by the Contractor are greater than
those required by this Contract or whether any certificate of insurance furnished to the Public
Entity evidences limits of liability lower than those maintained by the Contractor.
C. Other Insurance Provision. The Contractor's Automobile Liability and Commercial
General Liability insurance policies are to contain, or be endorsed to contain that they shall be
primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool
coverage maintained by the City shall be excess of the Contractor's insurance and shall not
contribute with it.
D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best
rating of not less than A: VII.
racto
E. Verification of Coverage. Contractor shall furnish the City with original certificates and a
copy of the amendatory endorsements, including but not necessarily limited to the additional
insured endorsement, evidencing the insurance requirements of the Contractor before
commencement of the work,
F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide
insurance coverage that complies with all applicable requirements of the Contractor -provided
insurance as set forth herein, except the Contractor shall have sole responsibility for
determining the limits of coverage required to be obtained by Subcontractors. The Contractor
shall ensure that the Public Entity is an additional insured on each and every Subcontractors
Commercial General liability insurance policy
G. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds
for this work with written notice of any policy cancellation, within ten business days of their
receipt of such notice.
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H. Failure to Maintain Insurance. Failure on the part of the Contractor to aintain the
insurance as required shall constitute a material breach of contract, upon which the City may,
after giving five business days notice to the Contractor to correct the breach, immediately
terminate the contract.
24. Assignment.
This Contract shall not be assigned to any third party without prior written consent, which may
be withheld in the sole and absolute discretion of either party. A change in ownership of the
CONTRACTOR or a purchase of the majority of assets or stock of the CONTRACTOR by
another company shall not be considered an assignment of this Contract.
23. Attorney's Fees.
Should the parties or either of them employ an attorney to enforce by litigation in a court of
competent jurisdiction, any of the contract provisions because of a disputed matter arising under
this Contract, to assert damages for the breach of the Contract, or in order to obtain injunctive
relief, then the prevailing party shall be entitled to recover reasonable attorney's fees, costs,
charges, and any expenses expended or incurred.
24.Notices.
Wherever under this Contract one party is required or permitted to give notice to the other, such
notice shall be deemed given when delivered in hand or when mailed, by United States mail,
certified, return receipt requested, postage prepaid, and addressed as follows:
In the case of the CONTRACTOR:
CentraiSquare Technologies
1000 Business Center Drive
Lake Mary, Florida 32746
Attention: Legal Department
In the case of CITY:
City of Tukwila
6200 Southcenter Blvd
Tukwila, WA 98188
25. Governing Law.
The substantive laws of the State of Washington shall govern this Contract without regard to the
law of conflicts. Venue shall be in the appropriate court of King County, Washington. Such
actions shall neither be commenced in nor removed to federal court.
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26. Severability.
If any provision of this Contract is held invalid or otherwise unenforceable, the enforceability of
the remaining provisions shall not be impaired.
27. No Waiver.
The failure by any party to exercise any right stated in this Contract shall not be deemed a
waiver of the right.
28.Complete Agreement.
This Contract when signed by both parties sets forth the entire understanding of the parties as
to its subject matter, conditions and obligations and may not be modified except by further
written agreement.
29. Independent Contractors.
In performing the work under this Contract, the CONTRACTOR acts as an independent.
CONTRACTOR and is solely responsible for necessary and adequate worker's compensation
insurance, personal injury and property damage insurance, as well as errors and omissions
insurance. The CONTRACTOR, as an independent CONTRACTOR, is obligated to pay federal
and state income tax on moneys earned. The personnel employed by the CONTRACTOR are
not and shall not become employees, agents or servants of CITY because of the performance
of any work by or under the performance of this Contract.
30.Cooperative Purchases.
This Contract may be used by other government agencies. The CONTRACTOR has agreed to
offer similar services to other agencies under the same terms and conditions as stated herein
except that the revenue share percentage (Compensation) may be negotiated between the
CONTRACTOR and other agencies based on the specific revenue expectations, agency
reimbursed costs, and other agency requirements. The CITY will in no way whatsoever incur
any liability in relation to specifications, delivery, payment, or any other aspect of purchases by
such agencies.
31. Record Keeping and Reporting.
A. The Contractor shall maintain accounts and records, including personnel, property, financial
and programmatic records which sufficiently and properly reflect all direct and indirect costs of
any nature expended and services performed in the performance of this Agreement and other
such records as may be deemed necessary by the City to ensure the performance of this
Agreement.
These records shall be maintained for a period of three (3) years after termination hereof unless
permission to destroy them is granted by the office of the archivist in accordance with RCW
Chapter 40.14 and by the City,
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32.Audits and Inspections. The records and documents with respect to all matters covered by
this Agreement shall be subject at all times to City inspection, review or audit by law during
the performance of this Agreement.
33. Discrimination Prohibited. The Consultant, with regard to the work performed by it under
this Agreement, will not discriminate on the grounds of race, religion, creed, color, national
origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political
affiliation, the presence of any disability, or any other protected class status under state or
federal law, in the selection and retention of employees or procurement of materials or
supplies.
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Manage nt-Outsource Services
Contract Agreement
DocuSign Envelope ID: Ell 28726B-0555-4CFC-86FA-677493EE52D6
WHEREAS, the individuals representing the parties are both authorized and have executed this
Contract effective as of on the date first written above.
CITY
CENTRALSQUARE TECHNOLOGIES, LLC
By:
e-Signecl. via Se.mlessDocs.com
----------------- Ke}:
Allan Ekberg, Mayor
04/29/2022
[Name and Title — please print]
APPROVED AS TO FORM BY
CITY ATTORNEY 04/27/22
APPROVAL ON FILE.
/—DocuSigried by
fluitx
[Authorized Signing Officer]
Dan Maier
CRO
[Name and Title — please print]
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False Alarm Management -Outsource Services
Contract Agreement
DocuSign Envetope ID: El 2B726B-0555-4CFC-86FA-677493EE5208
ATTACHMENT A
FALSE ALARM MANAGEMENT SERVICES
STATEMENT OF WORK
A. Summary
This CryVVolf Faise Alarm Management Services Statement of Work (SOW) is a joint effort
between CentralSquare Technologies ("CST' or CONTRACTOR") and City of Tukwila,
Washington ("CUSTOMER" or "CITY"). This document outlines and describes the alarm
program management services to be provided for the police and fire departments, proposed
project plan, deliverables, and the tasks required by both CONTRACTOR and CITY personnel.
If a service is not described in this document, then it will not be provided within the scope of this
project.
Note: Although the CryWolf solution provides extensive alarm system permit
registration and renewal capabilities, since the City's alarm ordinance does not include
alarm permitting, references to registration and renewal capabilities are not included in
this project.
A.1 Alarm Management Services Overview
Our alarm services team will administer CITY's alarm program in accordance with CITY's Alarm
Ordinance.
Secure access online to adaptable reports: CONTRACTOR will provide authorized CITY
staff with direct inquiry and report generation capabilities via real-time, encrypted, Web -based
connection to alarm management information. This approach is currently used by many
CONTRACTOR clients and provides CITY flexible, secure, and timely access to information.
Recording of Program Telephone Calls: CONTRACTOR call center process is designed to
ensure the highest quality customer service including accurate, courteous, and consistent
communications with CITY citizens and businesses. In support of these objectives,
CONTRACTOR employs a communications appliance integrated into our telephone system
to record incoming customer calls, Using this device, digital copies of incoming citizen and
business telephone calls are captured in voice documents for later review, comment, and
sharing of telephone conversations. This process helps ensure the highest level of customer
service,
Extensive Language Support: CONTRACTOR utilizes a Language Service to provide
extensive language support. This same service is used successfully by thousands of public
safety organizations nationwide. Accordingly, CONTRACTOR can provide language support
for 175 spoken languages and provide an array of communication choices for the hearing-
impaired including Email, Text relay, Video relay and TTY formats.
Dedicated mailing address and toll-free citizen support line: Our alarm management
process is designed to reliably separate the CITY correspondence and calls we receive from
the activity of other alarm programs we administer to ensure high-quality and personalized
service to CITY's citizens and businesses. Our support line is available Monday through
Friday, except Federal Holidays, 9am to 5pm local time.
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False Alarm Management -Outsource Services
Contract Agreement
DocuSign Envelope ID: E12672613-0555-4CFC-86FA-677493EE5206
Alarm program remittance lockbox: The approach to processing payments is designed to
ensure fast, reliable, and secure payment processing. CONTRACTOR will establish a
dedicated, program account at a FDIC -insured, commercial bank lockbox facility for all
mail -in payments. This approach ensures GMP -recommended separation of duties ensuring
that the same personnel which generate invoices do not also process invoice payments—our
staff does not handle program funds.
Internet -based payment of invoices: CONTRACTOR will process false alarm payments
made over the Web. Alarm holders can "Pay -by -Web' directly into a dedicated CITY alarm
program website which we will host so that citizens can pay individual alarm invoices, or the
full balance owed at any time, day or night.
Enhanced Alarm Data Security: Alarm response services require the collection,
maintenance, and communication of sensitive and highly confidential data about alarm
locations. Understandably, businesses, citizens, security alarm companies, and city officials
are concerned with unauthorized access to this information. CONTRACTOR has the
technical infrastructure required to ensure the highest levels of data security. This includes
core network and DMZ server firewalls, private internal IP addresses, and real-time virus
scanning of all data. CONTRACTOR provides encrypted (Certified TSL) data transfer for all
web functions.
• Extensive Adiudication and Hearing Support: Our service offering contains a fully
integrated hearing and appeal system that allows the adjudication of any action for any
account. CryWolf generates various reports that document and support all billing, noticing,
and status change decisions,
• Proven Collection Techniques: With half a million false alarm charges processed annually,
CONTRACTOR has extensive experience in violations processing and generate collection
notices at 30, 60, 90 and 120 day intervals. At the direction of the CITY, we will also engage
a third -party collections agency to recover delinquent collections.
• Comprehensive Public Awareness Campaign: We will work with CITY to design a
comprehensive public information campaign to ensure the highest degree of compliance and
public support by providing samples, templates, and consultation to assist the CITY in
executing an effective education campaign.
• Document Control and Mail Verification Software (DCMVS): CONTRACTOR uses the
latest Document Control and Mail Verification Software to interface with the United States
Postal Service to ensure compliance with the USPS CASS/PAVE and NCOA requirements.
The process assists to identify, verify, and correct invalid addresses to maximize deliverability
and reduce returned mailwhile also confirming addressee mailing location and reporting any
moves within the last six years. DCMVS also automates document integrity, processing, and
security. Utilizing DCMVS creates faster turnaround of invoices, correspondence, and
registrations, while assisting in locating people for collections.
• 24/7 Dispatch and Mobile Officer inquiry of Alarm Site information: CONTRACTOR
offers a unique capability for dispatch operators and mobile officers to query the alarm
database 24/7 via computer or smart phones. Returned information can include alarm status,
e.g. suspended response; alar system contacts (names and phone numbers); false alarm
history; and site condition information, e.g. senior in building, hazardous materials or guns
stored on premises. This information access promotes better officer and public safety.
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False Alarm Management -Outsource Services
Contract Agreement
DocuSign Envelope ID: El 2B726B-0555-4CFC-86FA-677493EE52D8
Furnish and maintain all supplies: CONTRACTOR provides all computer hardware,
furniture, equipment, and software necessary to install and operate the system at our
processing facilities. False alarm processing will be performed at our fully equipped and
staffed facilities in Lake Mary, Florida, This facility is currently used to administer alarm
programs in cities and counties coast to coast. CONTRACTOR will also provide all necessary
forms, supplies, postage, and mailing materials to administer the alarm program at
CONTRACTOR facilities.
A.1.1 Alarm Program Website and Payment Portal
CONTRACTOR will provide a fully interactive, secure Alarm Program website that can be
accessed by a link on CITY's website. Our secure, online access allows alarm users to update
their alarm information without waiting to speak with a Customer Service Representative. This
online service is available on a 24/7 basis.
This website allows alarm users to review their registration status, update contact information,
renew permits, make payments, and provides alarm training, education and information
regarding the CITY's ordinance. The web -based registration may be used by both alarm users
and alarm companies (to register their alarm users). The CITY Alarm Program website can
provide citizens and businesses continuing alarm education by presenting false alarm
reduction information and providing access to an online Alarm Awareness Class (Alarm
School). The online information can include:
• Alarm Ordinance Tips on How to Reduce False Alarms
• Appeal process • Frequently Asked Questions
•Registration & reinstatement requirements • Law Enforcement response guidelines
• False alarm fee structure • Alarm School
The CITY's Alarm Administrator will also be provided secure online access to make changes to
mailing addresses, phone numbers and contact information for alarm users and alarm
companies, as required. This website also provides authorized CITY staff secure online access
to detailed alarm account information and histories, supporting documentation, financial and
alarm activity reports, and real-time heating and appeals decision-making. This online service is
available on a 24/7 basis.
Web -based pavment of invoices: False alarm payments can be made through the online Alarm
Program payment portal. Alarm holders can pay online directly using our dedicated CITY alarm
program website which CONTRACTOR will host so that citizens can pay individual alarm
invoices, or the full balance owed at any time, day or night. On-line payment processing is
performed by our third -party, PCI -compliant online payment process company.
A.1.2 CryWolf Alarm Incident Data Transfer:
This project includes an alarm incident data transfer process from CITY to CryWolf database.
This process will transfer alarm incident data from the CITY to the CryWolf system for daily
processing of false alarms. This process can be automated, using scheduled data transfers
during off-peak hours to CryWolf's secure FTP site for processing and does not require CITY
resources to operate.
CITY is to provide current false alarm data in files that can be read by the CryWolf database
utilizing the CryWolf prescribed formats (Refer to Exhibit 1). CryWolf can accommodate various
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False Alarm
a
ent-Outsource Services
Contract Agreement
DcuSigr Envelope ID: E12B726B-0555-4CFC-86FA-677493EE52D6
methods of data transfer including simple flat files; e.g., comma delimited, fixed length, Excel,
and web service (XML) formats. CryWolf supports more than 30 alarrn incident data fields.
A.2 CONTRACTOR Tasks to Support the Alarm Program
1. Import daily into the CONTRACTOR's CryWolf alarm billing system, alarm incident data (in
formats prescribed by CONTRACTOR) extracted by the CITY from the CAD system;
2. Create and host a dedicated, secure (TSL encrypted) CITY Alarm Program website for CITY
citizens and businesses to obtain false alarm reduction educational information, review
alarm ordinance and appeal requirements, access and update alarm account information,
and pay alarm fees online if preferred. This website may be linked by the CITY to the CITY
website if desired;
3. Initialize, maintain, secure and back-up Program databases including alarm business, alarm
system location and incident data; alarm -related financial transactions and accounts
receivable information. CONTRACTOR will comply with the provisions of the Alarm
Ordinance, and update Program business rules to comply with Alarm Ordinance changes as
supported by the CONTRACTOR software;
4. Process false alarm incident data, including the matching of false alarm ncidents with the
alarm system location database maintained by CONTRACTOR;
5. Bill and correspond with alarm businesses and alarm users in accordance with the Alarm
Ordinance provisions. This will include but may not be limited to invoices and delinquent
payment notices. All correspondences will be sent by mail or email based on the alarm
user's accepted contact method(s);
6. Provide and host an Alarm Program website for public and CITY access. This website can
be accessed by link to the Mrs website and allows alarm users to review their
registration status, update contact information, renew permits, make online payments,
and provides alarm training, education, and alarm program information as provided by
the CITY.
7. Answer telephone inquiries from CITY alarm users that are placed to a false alarm program
toll-free customer service number established for the CITY;
8. Process fee / penalty payments mailed to and deposited in a bank lockbox and account
opened by CONTRACTOR. Payments received from other payment channels, e.g. online,
as agreed on by CONTRACTOR and the CITY, will be deposited in bank account and
payments applied to alarm accounts;
9. Support alarm hearings and appeals by notifying the CITY of any such appeals, providing a
CITY Alarm Program representative with documentation supporting noticing / billing
decisions; and updating the system with the disposition of any hearing results;
10. Provide and maintain computer equipment, software and furniture at CONTRACTOR's
Program processing facilities;
11. Provide the CITY secure (TSL encrypted), online, on -demand access to alarm management
information and reports including, but not limited to, alarm account transaction history, alarm
system information, and financial transactions/balances with format and content specified by
the CryWolf and the designated bank, and agreed on between the CITY and
CONTRACTOR; and,
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False Alarm Managemeni-Oulsource Services
Contrac! Agreement
DocuSign Envelope ID: El 2 726B-055 CFC-86FA-677493EE5208
12. Perform special collection functions as directed and authorized by the CITY such as
retaining a third -party collection agency or providing delinquent account information to other
CITY agencies. To the extent permitted by local law, third -party collection fees will be added
to the delinquent amounts.
A.3 CITY Tasks to Support the Alarm Program
1. Appointing a CITY Alarm Administrator (Administrator") and backup administrator who will
be the primary points of contact between CONTRACTOR and CITY. The Administrator(s) is
responsible for overseeing CONTRACTOR's operation of the False Alarm Management
Services Program ("Program") and accessing Program information, as needed, via
CONTRACTOR provided online access;
2. Approving or obtaining CITY approval of policies, procedures and materials used by
CONTRACTOR in operating the Program, such as clarifications of Alarm Ordinance
provisions, preferred responses to standard public telephone inquiries, and routine
correspondence format and content;
3. Approving content and format of letters authorizing alarm businesses to provide their alarm
user customer data electronically to the program;
4. Monitoring program progress and performance. This will include using our secure Internet
administrative website to access false alarm processing data and reports. It will also include
status meetings with CONTRACTOR, generating management reports from CryWolf, and
keeping other CITY managers informed;
5. Working with CONTRACTOR to resolve, on a timely basis, any program policy or procedural
issue that can adversely affect the program, the program's efficient and effective operation,
or CITY.
6. Requesting or supporting CONTRACTOR's requests of Alarm Companies, as needed, to
provide alarm system information;
7. Administering the Hearing and Appeals process to include: Confirming hearing dates for
written appeals submitted by alarm users to CryWolf Processing staff; participating as the
Program's representative in the hearings; and documenting hearing results and ensuring
that the results are provided to CryWolf processing staff to update the database.
8. Documenting and communicating false alarms, and deciding to suspend or limit response,
as required by the alarm ordinance.
9. Responding to alarm service calls, determining whether calls are false alarms, providing any
on -scene communications of alarm related information to alarm users, and for documenting
alarm related information within the CAD system;
10. Extracting false alarm call incident data from the CAD System and transferring this data
electronically to CONTRACTOR (via CONTRACTOR's FTP site). The data extraction format
will be provided by CONTRACTOR and CONTRACTOR will provide the CITY a routine for
automating the daily transfer of alarm incident files to CONTRACTOR;
11. Working with CONTRACTOR to develop a process to ensure that alarm user registration
suspensions and revocations receive adequate CITY oversight and approval prior to CITY
action, e.g. verified response status.
12. Executing the CITYs Alarm Program public awaroness / education program
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False Alarm Managemenl-Outsource Services
Contract Agreement
DocuSign Envelope ID: E12B726 -0555-4CFC- 'FA-677493EE52D8
A.4 Implementation Plan
The following sections provide an overview of the Implementation Plan for the CITY False
Alarm Management Services project. The services will be provided directly and managed by
CONTRACTOR. CONTRACTOR assumes full responsibility for all deliverables that
CONTRACTOR provides and will be the single point of contact for CITY.
A.4.1 Implementation Tasks
An experienced alarm services team under the direction of our proposed Project Manager will
install, configure and maintain the False Alarm Management Services program in accordance
with CITY's requirements and CITY's Alarm Ordinance.
The major tasks of our proposed implementation plan are as follows:
Contract and Project Plan
• Complete contract paperwork
)0 Finalize project startup plan and schedule
• Establish Initial Alarm Database
• Contact alarm companies and obtain their alarm customer location data
`r Obtain alarm location data from citizens via the Alarm Program Website
• Establish Alarm Program Website
';,#) CITY/CONTRACTOR review alarm program website template
)0 CONTRACTOR develops draft website information, e.g, ordinance, appeal
guidelines, tips to reduce false alarms, frequently asked questions (FAQ),
online alarm school
00'-' CONTRACTOR integrates and tests online payment processing
"0 CITY reviews and approves final program website and links site to main
CITY website
)0 CONTRACTOR tests and implements final program website
• Establish the Program Payment Processes
:0 CONTRACTOR establishes bank lockbox and alarm program bank account.
:0 CONTRACTOR engages online payment processor
;0 CITY/CONTRACTOR establish delinquent collection process
:0 CITY/CONTRACTOR establish walk-in payment process, if required, and controls
)0 CITY/CONTRACTOR establish business rules e.g. reconciliation
procedures, acceptable check payee information, returned checks,
excess payments, etc.
)) CITY/CONTRACTOR establish appeal process and acceptable waiver rationale
)) CITY/CONTRACTOR establish payment reconciliation and revenue share schedule.
• Configure False Alarm Incident Data Transfer Process
CITY/CONTRACTOR review transfer methodologies
I) CITY/CONTRACTOR test transfer process
Y Crossover to live data transfer, if required
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False Alarm Management-Outseurce Services
Contract Agreement
DocuSign Envelope ID: E129726B-C -4CFC-86FA-677493EE5208
Establish Administrative Processes
5- CONTRACTOR completes program staffing, as necessary
5> CITY/CONTRACTOR review ordinance provisions and interpretations
1> CONTRACTOR develops program operating procedures and telephone scripts
5- CONTRACTOR prepares draft program correspondence, forms and invoice formats
5' CITY edits and approves correspondence, forms and invoice formats
5> CITY/CONTRACTOR develop public relations plan, e.g. press releases, public
service announcements, etc.
5—CITY/CONTRACTOR reviews and approves geo- (address) validation process
5, CITY/CONTRACTOR tests and implements geo-validation process
Test and Crossover to Live Operation
5. CITY/CONTRACTOR conduct end-to-end program test
5, Crossover to CONTRACTOR program administration
Live Operation
)> Add/update registration
5> Process daily false alarm activations
5, Generate and transmit required alarm notices and invoices
5, Begin payment processing and management reporting
A.4.2 System Testing Plan
CONTRACTOR will also perform additional tests to ensure full systeri
including;
• Create required letter formats
• Enter all required location types
• Enter alarm count, letter selection and charge matrix
• Enter initial test alarm call information
• Generate test letters and invoices
• Review program progress and results with the CITY Alarm Program Administrator
reuirements are met
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False Alarm Management -Outsource Sennces
Contract Agreement
DocuSign Enve ID: E 1 2B7268-055S-4CFC86FA677493EES2D8
ATTACHMENT B
PRICING AND PAYMENT TERMS
B. Revenue -Share Percentage
For the provision of all Services and technology outlined in this Contract, CONTRACTOR shall
obtain payment exclusively from the revenues CONTRACTOR helps generate. There shall be
no upfront systems development, licensing, equipment, travel, support or other costs.
CONTRACTOR shall purchase, configure, install, and customize all systems and processes
CONTRACTOR requires to provide the Services described herein.
The CONTRACTOR's Revenue Share Is twenty-two percent (22%).
B.1 Revenue -Share Provisions
1. The following amounts that shall be paid from the total collected revenue and subtracted
from the total collected revenue before the revenue sharing percentages are applied are;
• Any overpayments by alarm users to be refunded or held for application against future
charges, as directed by the CITY;
• Bank fees charged by the bank lockbox including overdraft protection, fraud protection
and other reasonable charges necessary to protect funds in the lockbox;
• Correspondence mailing costs (envelopes and paper) including postage (at first class
postage rates); and
• Third -party credit card processing charges, if any.
In this approach, CONTRACTOR and CITY share the objectives of reducing bank, credit
card and mailing costs. These costs can be easily reduced by emailing instead of mailing
correspondence, encouraging online payments to avoid bank lockbox fees, and establishing
convenience fees for online payments to offset credit card fees. As the entity in control of
the lockbox, CONTRACTOR will take all reasonable and necessary steps to protect the
deposited funds from waste or loss.
2. Any certified mail requirements will be billed separately on a monthly basis and will be paid
directly from the CITY's portion of the revenue -share.
3. False Alarm Incident Transfer: CONTRACTOR will support the transfer to false alarm
incident data from the CITY and the CryWolf database as described in the Attachment A:
Statement of Work.
4. If CITY fails to provide false alarm incidents in a timely manner, as described in Attachment
A.1.2, causing the bank lockbox account to have a negative balance, CITY is responsible for
any penalties incurred for a negative balance or insufficient funds.
B.2 Revenue Share Assumptions
The revenue share percentages are based on several assumptions over which the
CONTRACTOR has little or no control. If CITY causes any of the following assumptions to fail,
CONTRACTOR shall have the right to renegotiate the Revenue Share,
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False Aiarm Managernen10uIsour� Services
Contract Agreement
DocuSign Envelope ID: E12B726B-0555-4CFC-86FA-677493EE52D6
1 The Ordinance fee and fine schedules remain at levels equal to or greater than at the
Contract Effective Date;
2. The CITY adopts a fair, but firm approach to granting appeals. Appeals and CITY waived
charges are expected to reduce collections by no more than 5% annually; and
3. The CITY actively supports enforcement of the Alarm Ordinance, including support of
reasonable measures to collect all amounts due for violations of the Alarm Ordinance.
B.3 Revenue Share Payment Process
CITY and CONTRACTOR agree as follows:
1. All false alarm related fee collections from any payment method, including but not limited to
bank lockbox and online credit card, shall be deposited, as soon as practical, in a False
Alar Bank Account ("False Alarm Account") to be established at a commercial bank;
2. CITY and CONTRACTOR agree to maintain a positive balance of available funds ("Minimum
Balance") at all times in the False Alarm Account;
3. At the beginning of each month, CONTRACTOR will reconcile the alarm related deposits for
the most recent completed month and report the same to CITY. Upon CITY's approval, CITY
and CONTRACTOR shall authorize and cause the issuance of electronic (ACH) transfers to
CITY and to CONTRACTOR as follows:
1. With regard to the transfer to CONTRACTOR, the amount will be calculated for
CONTRACTOR based on the Revenue Share described above. That amount,
not to exceed 22% of the revenue collected during the preceding month, shall be
transferred to a bank and account authorized by CONTRACTOR; and,
2. The remaining balance of the revenue collected during the preceding month of
no less than 78%, shall be transferred to a bank and CITY account specified by
CITY.
4. At the termination of this Contract, any remaining balance shall be transferred to
CONTRACTOR and to CITY on the same prorate basis, e.g. 22% and 78% respectively. In
addition, Contractor will continue to collect payments from the lockbox and record such
payments for the CITY on an Excel spreadsheet which will be provided to the CITY on a
weekly basis for 90 days. At the end of each month, for the90-day period, Contractor will
reconcile the bank statement and spreadsheet of payments after termination date and
Contractor shall share those payments collected in the lockbox with the CITY and be
compensated at 22% for those 90 days of payments collected after termination date.
B.3.1 Delinquent Account Terms
The parties shall define a mutually agreeable process and methods for collecting amounts due
from delinquent accounts. If organizations other than the CITY and CONTRACTOR are retained
to collect overdue amounts, the parties agree that the collection costs shall to the extent
permitted by State of Washington law be added to the delinquent amounts owed by alarm
system users or be borne by the parties on a pro -rata basis by deducting the third -party
collection fees from the gross third party collections before the revenue shares are calculated.
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8.3.2 The CITY Payment Upon Early Termination (Per Paragraph 17C)
If, within the initial two (2) years of the effective date, this Contract is terminated by the CITY for
convenience under 17A, or is terminated by CONTRACTOR for cause as defined in Paragraph
17B, CONTRACTOR shall be due a one-time Program Termination fee, not to exceed $24,000,
to reimburse CONTRACTOR for startup costs. This fee shall be in addition to any other
amounts due CONTRACTOR under the Contract. The $24,000 shall be amortized (reduced) on
a straight-line basis ($1,000 per month) over the initial two (2) year period.
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False Alarm Management -Outsource Services
Contact Agreement
DocuSign Envelope ID E128726B-0555-4CFC-86FA-677493EE52D8
EXHtBIT 1 - CAD to CryWolf Data File Transfer Specifications
CryWolf database can except data from a CAD or RMS system that can export, or have
extracted, false alarm data in a format the CryWolf can read. These formats include ASCII
text (flat file) where the data fields are delimited (separated) by commas, fixed lengths,. or
"pipe" characters; XML (web services); or MS Excel, CSV, SQL.
• All the data will be read as string from the file.
• CryWolf does not dictate the order of the fields in the text file.
• CryWolf only mandates a few fields (indicated below), but including as many fields as
possible, in the extracted false alarm CAD file, is the best approach.
• All others can be included to simplify the work of the False Alarm Unit administrator.
It is recommended that the CAD extraction routine export daily alarm incident data, at a set
time each day as specified by the agency. The extracted data will be in the form of a
comma- or fixed- length separated, ASCII text file (or other format see above) and will be
transferred to a Month/Year- designated folder. This folder will be at a specific network
directory location that is accessible by both CAD (or RMS) and CryWolf. This file will include
the date in its name, so that it can be easily selected by the agency's CryWolf system
operators for import and processing by CryWolf. The data fields in the CAD (or RMS)
extracted file will be specified by agency. At a minimum the data fields will include a unique
incident number, incident date, street address, suite or apartment if possible, and false
alarm clearance code. The maximum number of fields will be limited by the data CryWolf
currently maintains as described in table 1.1 of this document.
Mandatory Fields:
Case No
Incident Date
Incident Address
Apartment/Suite
must be unique for each alarm incident
must be in some standard format (mm/dd/yy, mm/ddlyyyy, etc)
such as '123 MAIN ST'
if applicable
The date is stored as a date, but the text string (01/01/01, 01/2
read and then converted as the field is loaded on the screen.
2001, etc.
in the text file is
The next fields are used when the program is run in 'interactive' mode, where the program
determines whether to charge or not, which assists in processing false alarms faster., the next
four fields should be included, if possible.
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Desired Fields
Dispatch Code
Clearance Code
any code used by the CAD system to tell the type of call
any clearance code usually given by the officer to the dispatcher
indicating whether this was a real crime, a false alarm, nothing
found, etc.
Dispatch Comments what the dispatcher types in usually what is relayed to him/her about
the call. ("motion detector going off in back room','owner enroute', etc)
Officer Comments whatever the officer says to the the dispatcher that is typed into the
narrative area of the CAD ('nothing found', 'budding checked secure',
etc)
All other fields are optional.
A complete list of data fields is shown in Table 1.1
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DowSign Enveiopea El 7 -0555-4CFC-8 FA -67'74 3EE52
Table 1.1 - List of CrvW�lf "Call For Servicefields.
FIeIdName
Type
Sze
surf ort
CaseNo
Text
50
Must be unique for every cal
CADAIarmNo
Text
50
If the CAD record includes the Reg #
AlamiType
Text
50
Type of alarrn call (fire, holdup, etc)
MonitoredBy
Text
50
CryWolf determines this value
FullAddress
Text
100
Incident address '123 MAIN ST'
Apt
Text
10
Apartment/Suite if applicable
IncidentDate
Date/Time
Actual Date of Incident
TimeReceived
Text
30
Time call received
—TimeDispatched
Text
30
Time call dispatched
TimeOnScene
Text
30
Time first officer on scene
TimeCleared
Text
30
Time call is cleared
Dispatcherinfo
Text
250
Any dispatcher info (ID, Name, etc)
CallTakerinfo
Text
250
Any Call Taker Info (ID, Name, etc)
OfficerlD
Text
30
ID/Name of primary unit
UnitsAssigned
Text
250
List of multiple units if desired
The Call Type
DispatchCode
Text
0
ClearanceCode
Text
50
Final clearance code
Must indicate if alarm is 'false' or an actual crime,
The Beat/District/Area etc of the call
BeatNo
Text
Text
50
250
CADName
The CAD 'Common Place
Name' Name of the Business or
— . .
DisptchComments
Text
AnySize
Comments entered by the Dispatcher
OfcrComments
Text
AnySize
Officer comments (check secure, nothing found, etc
Extral
Text
250
Other field of your choice (optional)
Extra2
Text
250
Other field of your choice (optional)
Extra3
Text
250
Other field of your choice (optional)
Extra4
Text
250
Other field of your choice (optional)
Extra5
Text
250
Other field of your choice (optional)
Extra6
Text
250
Other field of your choice (optional)
Extra7
Text
250
Other field of your choice (optional)
Extra8
Text
250
Other field of your choice (optional)
DateEntered
Date/Time
Set by CryWolf
AlarmNo
Text
50
Set by CryWolf
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n ment-Oulsource Services,
C:ontract Agreement