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PD DUI Management Service AgreementDUI Billing and Collection Management Service Agreement For the City of San Rafael, California This DUI Billing and Collection Service Agreement (hereinafter "Agreement") is made and entered into this 3rd day of August 2020 (the "Effective Date") by and between Alarm Program Systems, LLC (CitySupport), a California limited liability company ("Company"), and the City of San Rafael ("City"), hereinafter individually referred to as "Party" and collectively referred to as the "Parties." RECITALS WHEREAS, Company is in the business of providing billing and collection services to municipalities and; WHEREAS, Government Section Code 53150 THROUGH 53158 (DRIVING UNDER THE INFLUENCE COST RECOVERY PROGRAM) establishes a driver's maximum liability of $12,000.00 for the reimbursement of public agency response costs related to incidents caused by a driver who is under the influence of an alcoholic beverage and/or drug. The City desires to retain Company to administer and manage City's functions under the DRIVING UNDER THE INFLUENCE COST RECOVERY PROGRAM ("City's DUI Billing and Collection Program"), including collections, in accordance with the terms set forth below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties, each intending to be legally bound, agree as follows: AGREEMENT 1. Term. This Agreement shall commence on the effective date and continue in full force and effect for one (1) calendar year thereafter ("Initial Term") unless earlier terminated as provided elsewhere in this Agreement. The contract shall automatically renew on the anniversary date with four (4) additional one-year renewals with 90 days' notice to terminate for either party during each annual contract period. 2. Termination. In the event either party shall, in good faith, determine the other to be in breach of the terms of this Agreement, the non -breaching party shall deliver written notice of the breach to the party in breach. The party in breach shall have thirty (30) days after notice is delivered to cure the breach. If the breach is not timely cured to the reasonable satisfaction of the non -breaching party, the non -breaching party may terminate this Agreement immediately upon delivering written notice of termination to the party in breach. Additionally, the parties acknowledge the terms of this Agreement relating to the Company's compensation were negotiated and established based upon current City billing rates and fee schedules applicable to the DRIVING UNDER THE INFLUENCE COST RECOVERY PROGRAM in effect on the effective date of this Agreement. In the event there is a change in any of the fees during the term of this Agreement, as extended from time to time, Company shall have the right to request modification of this Agreement's compensation terms. Company shall notify City, in writing, of Company's desire to negotiate new compensation terms and each party shall engage in good faith negotiations regarding same. 3. Scope of Services. Company agrees to perform the services set forth in the Scope of Services attached hereto as Exhibit "A" and incorporated herein by this reference as though fully set forth. In the event City determines additional work beyond that contained in the Scope of Services is necessary for the effective administration of the City's DUI Billing and Collection Program, City may request Company perform this additional work. Following receipt of City's written authorization (which authorization shall include the rate of compensation payable to Company for such additional work) for the performance of such additional work, Company shall make all reasonable efforts to perform the additional work requested, submitting to City itemized invoices for the additional work performed. City agrees to deliver to Company, within 30 days of the invoice date, payment in full for each such itemized invoice submitted. 4. Compensation. Company shall be compensated in accordance with the Schedule of Compensation attached hereto as Exhibit "B" and incorporated herein by this reference as though fully set forth. S. Obligation of City. City shall make available and/or deliver to Company, on a timely basis, those items Company determines necessary for Company's performance of its obligations under this Agreement, including, but not limited to, information, personnel, and technical support. 6. Ownership Rights. Company owns the software developed for and to be utilized in the operation and administration of City's DUI Billing and Collection Program ("Application Software") and Company retains all rights and titles therein and thereto. Upon City's request, Company shall allow City limited access to any Application Software used by Company in connection with its duties hereunder, which access shall be provided for the purpose of verifying Company's compliance with the terms of this Agreement. City acknowledges that apart from its limited right of access it possesses no other right, license, or interest in Company's Application Software. City shall own all data relating to the program, including the documents prepared by Company for the purpose of administering and operating City's DUI Billing and Collection Program. Upon termination of this Agreement, each party shall, upon written request from the other party, promptly return to the other all documents, data, equipment, software, and other material belonging to, or otherwise owned by, the other party. 7. Confidentiality. The information and material Company receives from City regarding the City's DUI Billing and Collection Program, as well as the documents and material Company generates therefrom. are confidential to the extent permitted by law, and except as required for its performance under this Agreement. Company shall not disclose confidential information to any third party without City's prior written consent, unless Company is otherwise required by law to do so. Further, Company shall instruct its personnel to comply with the restrictions placed on the use and for disclosure of said confidential information. 8. Hold Harmless. To the fullest extent permitted by law, Company shall indemnify. defend (at Company's sole expense, with legal counsel approved by City) and hold harmless the City of San Rafael, members of its City Council, its boards and commissions, officers. agents, and employees (hereinafter, "Indemnitees"), from and against a loss, damage, cost, expense, liability, claims, demands, suits, attorneys' fees and judgments arising from or in any manner connected to Company's or its employees' or agents' wrongful or negligent acts related to this Agreement. This indemnification includes, but is not limited to, tort liability to a third person for bodily injury and property damage. Notwithstanding the foregoing, nothing herein shall be construed to require Company to indemnify an Indemnitee from any claim arising from the negligence or willful misconduct of that Indemnitee. The duty to defend referenced herein is wholly independent from the duty to indemnify, arises upon written notice by City to Company of a claim within the scope of this indemnification provision, and exists regardless of any determination of the ultimate liability of Company, City or any Indemnitee. 9. Insurance. Without limiting its obligations pursuant to Section 8 of this Agreement, the Company shall procure and maintain, at Company's own cost and expense and for the duration of this Agreement, insurance coverage as set forth in "Insurance Requirements" attached to and incorporated into this Agreement as Exhibit "C." 10. Permits and Licenses. Company, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement including, but not limited to, a City of San Rafael business license. 11. Notices. Any notice given in connection with this Agreement shall be given in writing, will be sent by registered or certified U.S. Mail, postage prepaid, or by commercial overnight delivery service, by facsimile, or electronic transmission, and will be deemed delivered either on the date of return receipt acknowledgment (in the case of U.S. Mail), or on the next day after the sending of the notice (in the case of facsimile or electric transmission notice or overnight delivery service). Notices and other communications shall be addressed as follows: Address if to Company: Alarm Program Systems, LLC 360 Civic Drive., Suite C Pleasant Hill, CA 94523 Attention: Jim Huchingson, President Address if to City: Lieutenant Lisa Holton San Rafael Police Department 1400 Fifth Avenue San Rafael, CA 94901 Either party may notify the other, in writing, of a new address or contact person to which notices or other communications are to be delivered. 12. Non -Waiver. The failure of either party to exercise any of its rights under this Agreement for a breach thereof will not be deemed to be a waiver of such rights or a waiver of any subsequent breach. 13. Force Majeure. Neither Party will have any claim or right against the other for any failure of or delay in performance by such other Party if the failure or delay is caused by or the result of causes beyond the reasonable control of such other Party, including, but not limited to, acts of God, fire, flood, hurricane, or other natural catastrophe; terrorist actions, laws, orders, regulations, directions or actions of governmental authorities having jurisdiction over the subject matter hereof, or any civil or military authority, national emergency, insurrection, riot or war; inability to obtain equipment, material or other supplies, or other similar occurrence beyond the control of the affected Party. Any such delay or failure will suspend the affected Party's obligations until the delay or failure ceases. 14. Choice of Law. Any dispute under, or related to, this Agreement shall be decided in accordance with the laws of the State of California. 15. Severability. If any part of this Agreement is held unenforceable, the rest of this Agreement shall nevertheless remain in full force and effect. 16. Amendments. This Agreement may be supplemented, amended, or revised only in writing signed by each Party. 17. Relationship of Parties. The legal relationship between the Parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Company 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 Scope of Services under this Agreement on behalf of Company shall at all times be under Company's exclusive direction and control. City shall have no voice in the selection, discharge, supervision or control of Company's employees, representatives, or agents, or in fixing their compensation or hours of service. Company shall pay all wages, salaries and other amounts due its employees in connection with this Agreement and shall be responsible for all reporting obligations respecting them. City shall not in any way or for any purpose be deemed to be a partner of Company in its business or otherwise or a joint venture or a member of any joint enterprise with Company. 18. Nondiscrimination. Company shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 19. Entire Agreement. This Agreement is the entire agreement between the Parties and it cannot be amended or modified orally. This Agreement may be supplemented amended or revised only by a writing which is signed by each of the Parties. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first above written. Alarm Program Systems, LLC By: Jim Huchingson President City of San Rafael ATTEST: APPROVED AS TO FORM: By• Jim u z, Cityanager J15 • /Vlii/LWc! �%rindsay Lara, City Clerk i` T 1 Robert F. Epstein, City Atto ey Exhibit'A' Scope of Services Generally, Company shall, consistent with City's current DUI Cost Recovery Program, as amended from time to time, provide, operate, and maintain City's DUI Billing and Collection Program. In connection therewith, Company is responsible for developing, providing, installing, operating, and maintaining the system necessary to communicate with City, its Police Department, and those members of its citizenry affected by the DUI Cost Recovery Program. As used herein, the term "Company's system" shall mean the equipment, including, but not limited to computer hardware and software, as well as the personnel and supplies necessary to carry out and operate City's DUI Billing and Collection Program and perform Company's duties and obligations articulated in the DUI Billing and Collection Service Agreement More specifically, Company shall provide a system capable of performing, producing and otherwise generating the following outcomes: 1. System interface. Company's system shall enable Company to communicate with the various City departments necessary for the effective performance of City's DUI Billing and Collection Program, including, but not limited to, City's Police Department. 2. System Capability, Functionality. Company's system, in addition to interfacing with City's departments, and as described with more particularity in the paragraphs that follow, shall acquire, access, assimilate, produce, record and store data relevant to the operation of City's DUI Billing and Collection Program; generate and issue notices, billing statements; track accounts receivables, and generate reports as more particularly described below. 3. Billing and Collection. (a) Company's system shall perform billing and payment collection functions consistent with the terms of City's DUI Billing and Collection Program. Except as otherwise provided herein, Company will generate billing statements that include the following details: I. the name and mailing address of the individual billed; ii. the nature of the bill iii. previous amount due; iv. new charges; v. payments received (and/or other adjustments); vi. the current amount due; vii. the date payment is due; and viii. a telephone number with instructions to call should the individual have questions about its bill. Additionally, billing statements shall include a detachable form to be remitted with payment. (b) Company's system will provide customers with the ability to make payment on-line or by mail. On-line payments shall be by credit card and shall be processed through a secure site and payments by mail shall be delivered to a Post Office Box maintained and managed by Company. (c) Company's system shall track the occurrence of each incomplete payment brought about by customer's initiation of a stop payment order, chargeback, or delivery of a bad check of any kind, as well as the fee, if any, associated with each such occurrence. Company's system shall add any such fee assessed or otherwise incurred to the balance due from such customer and subsequently deliver a new bill to customer. 4. Records. In addition to the information necessary for the production of billing statements under paragraph 3 above, Company's system shall maintain the records necessary for operation of City's DUI Billing and Collection Program, including records of the following information: L current accounts, including name, mailing address, issue date of original bill, contact person and telephone number; ii. invoice/statement number assigned to each customer; iii. amount due from each account; iv. account payment status (current or delinquent); v. total payments received each day, each week, each month and each calendar year; vi. total payments received broken down by payment date, payment type and registration number; vii. a list of delinquent in their payments including the amount owed by each such customer and the total amount owed S. Reports. Company's system shall permit the generation and production of a variety of reports based upon the entry of a variety of parameters, including, but not limited to, account name, address, incident type, and date, including a range of dates. For example, Company's system shall possess the ability to produce the following types of reports: L New accounts issued and the fees collected therefor; ii. Total number of accounts billed, including the total dollar amount cited and the total dollar amount collected; iii. A list of accounts by name, address, invoice number iv. A list of the total dollar amount of charges billed, total dollar amount received, and total dollar amount of charges outstanding; and v. Activity reports for all correspondence 6. Additional Functions. Company's system shall be equipped to perform the following functions: L generate and assign invoice numbers automatically; ii. generate, print and deliver invoices/bills; iii. generate, print and deliver billing statements and collection notices; iv. generate, print and deliver notices of non-compliance; 7. Additional Obligations. In addition to the other obligation contained in this Agreement, Company shall, during the term of this Agreement, perform the following obligations: ii. maintain Company's equipment in good working order to help ensure uninterrupted operation of City's DUI Billing and Collection Program; ii. take reasonable steps to protect Company's computer system against infection and for corruption by means of virus, worm, or other similar invader; iii. maintain a telephone number that individuals may call to speak with someone about the specific details of their bill or to ask about the DUI BILLING AND COLLECTION program generally; iv. provide training to those City employees engaged in the operation and/or oversight of City's DUI Billing and Collection Program; and v. provide the personnel necessary to carry out and perform the duties and obligations of Company as described in the DUI Billing and Collection Service Agreement. Exhibit "B" Schedule of Compensation Except as otherwise provided for the performance of additional work, as described in paragraph 3 of the Agreement, the parties agree that all revenues generated and collected by and/or on behalf of the City during the term of this Agreement shall be divided among the Parties as follows; Fee Schedule Collected Revenues APS Commission All 9% Company will reconcile, on the first of each month, the previous month's deposits. Based on each monthly reconciliation, Company will invoice City showing all revenues collected and invoices paid. Once the invoice is approved, an ACH request would be made and the City's portion of the revenue shall be deposited to the City's designated bank within 5 days of City's approval of such invoice. Exhibit "C" Insurance Requirements Insurance Requirements The insurance coverages specified in this paragraph are required unless modified by Exhibit'A' of this agreement. If insurance requirements are contained in Exhibit "A" they take precedence. The Contractor shall, at the Contractor's own expense, maintain, with an insurance carrier authorized or eligible to do business in the State of California with minimum coverage as outlined below, commercial automobile liability insurance, and either commercial general liability insurance, or, if any services required by the contract must be performed by persons authorized by the State of Ohio, professional liability insurance: Commercial Automobile Bodily Injury Liability and Property Damage Liability Insurance Liability $1,000,000 each occurrence OR combined single limit coverage of $2,000,000, with not greater than a $1000.00 deductible. Commercial General Liability Bodily Injury Liability and Property Damage Liability Insurance $1,000,000 each occurrence OR combined single limit coverage of $2,000,000, with not greater than a $1000.00 deductible. Professional Liability Insurance Shall include errors and omissions insurance providing $1,000,000.00 coverage with not greater than a $5,000.00 deductible for all liability which may be incurred during the life of this contract. Worker's Compensation Worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. The City of San Rafael shall be named as an additional insured on all required policies except professional liability insurance, and such insurance as is carried by the Contractor shall be primary over any insurance carried by the City of San Rafael. The Contractor shall provide a certificate of insurance to be approved by the City of San Rafael prior to contract execution, which shall be attached to the contract. The worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against the City of San Rafael. Such insurance policies or related certificates of insurance shall name the City of San Rafael as an additional insured on all general liability, automobile liability, employers' liability, and excess policies. The Contractor may comply with these insurance requirements through a program of self insurance that meets or exceeds these minimum limits. The Contractor must provide the City of San Rafael with adequate documentation of self insurance prior to performing any work related to this contract and treat the City as an insured under the indemnity agreement. Should the Contractor no longer benefit from a program of self-insurance, the Contractor agrees to promptly obtain insurance as provided above. A forty-five (45) Calendar Day written notice shall be given to prior to termination of or any material change to the policy(ies) as it relates to this Agreement. The City of San Rafael shall have no obligation to report occurrences unless a claim is filed with the City of San Rafael Auditor; nor shall the City of San Rafael have an obligation to pay premiums. In the event of nonrenewal or cancellation of or material change in the coverage required, thirty (30) days written notice will be furnished the City of San Rafael prior to the date of cancellation, change or nonrenewal. VX RAFq�! 1 i 2 yo ,rY WITH P�� CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Police Department Project Manager: Lieutenant Lisa Holton Extension: 3049 Contractor Name: Alarm Program Systems Contractor's Contact: Jim Hutchingson Contact's Email: Jim@alarmprogramsystems.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor ❑ 7/15/2020 b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑ 2 City Attorney a. Review, revise, and comment on draft agreement 7/24/2020 © LG and return to Project Manager 7/22/2020 ® LG b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to 7/31/2020 ❑ contractor 4 Project Manager Forward three (3) originals of final agreement to 7/31/2020 contractor for their signature 5 Project Manager When necessary, contractor -signed agreement © N/A agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed I 9/7 agreement ZG')2� 8 City Attorney Review and approve insurance in PINS, and bonds f- (for Public Works Contracts) % 1D Z C-) 9 City Manager/ Mayor Agreement executed by City Council authorized official Zdi� 10 City Clerk Attest signatures, retains original agreement and U T forwards copies to Project Manager