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Item 6E & 6F - MemoCITY OF © SOUTHLAKE MEMORANDUM September 17, 2019 TO: Shana Yelverton, City Manager FROM: James Brandon, Chief of Police SUBJECT: Approve Revision of Ordinance 788A and Contract with PMAM for Administration of False Alarms and Alarm Permitting Action Requested: City Council 2nd reading approval of a revision to City Ordinance 788, which governs the use of residential and business alarm systems. City Council approval of a contract with PMAM to administer alarm permitting and false alarm management via ordinance 788. Background Information: Current City Ordinance regarding home and business alarms was last updated in 2000. The revised ordinance contains corrected language and will ultimately facilitate the use of a third party vendor to regulate alarm permits and fine collection. The current ordinance contains provisions for fines for repeated false residential and business alarms requiring a police response, but those fines are never assessed since there is no current tracking system. The goal of this revision is to reduce the number of false alarms that require a police officer response and to recover fines assessed for false alarms. In 2018, the Police Department responded to 2,661 alarm calls, which accounts for 17.7% of total calls for service. Less than 1 % of those calls were legitimate alarms. The City collected $89,035 in alarm permit fees (not fines for false alarms), while spending $665,250 in police officer time for false alarm response. In addition, there were 49 residences with 3 or false alarms and 33 residences with 4 or more false alarms. In 2018, there were 91 businesses with 3 or more false alarms and 39 businesses with 10 or more false alarm calls. Reducing false alarms will allow the Police Department to refocus officer time on crime reduction and proactive measures as opposed to false alarm response. City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork The City's current ordinance provides for written notice for false alarms #1-3, then alarm permit suspension for false alarm #4, then permit revocation for false alarm #5. Once 6 or more false alarms are received, a $50 fine is assessed, although this never occurs in our structure. The revised ordinance provides for written notice for false alarms #1-3, a $50 fine for false alarms #4-5, a $75 fine for false alarms #6- 7, a $100 dollar fine for false alarm #8, and a $100 fine and permit suspension for alarm #9. Upon second reading and vendor contract approval, PMAM/Copsource will administer all alarm permits, tracking, and fines through a cloud based internet portal that is centered on customer service. This vendor is used by many Texas cities, including Keller & Colleyville for residential and business alarm administration. The PMAM contract is based in revenue sharing and will be structured as follows: Rev Collected r Cit % PMAM 04100,000 65% 35% $100,001-$200,000 72% 28% $200,001 -above 81% 19% This contract is exempted from bidding requirements due to an interlocal agreement with the city of Colleyville who currently utilizes PMAM. The initial term of the contract is 5 years followed by single year automatic renewals. Financial Considerations: N/A Strategic Link: This item supports the City's strategy through the focus area of safety and security and specifically to the objective of Achieving the Highest Standards of Safety and Security and providing high quality services through sustainable business practices. Citizen Input/ Board Review: N/A Legal Review: City Attorney authored the ordinance revision. City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork Alternatives: Approval or disapproval of the revision to Ordinance 788 and contract with PMAM. Supporting Documents: Revised ordinance Staff Recommendation: City Council approval of the revision to ordinance 788 and contract with PMAM. City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork CHAPTER 15 DEPARTMENT OF PUBLIC SAFETY ARTICLE VI. - ALARM SYSTEMS Sec. 15-210. - Purpose. (a) The purpose of this article is to encourage alarm users and alarm businesses to maintain operational reliability and properly use alarm systems and to reduce or eliminate false alarm dispatch requests. (b) This article governs alarm systems intended to summon police, fire and EMS responses, requires permits, establishes fees, provides for penalties for violations, establishes a system of administration, and sets conditions for suspension or revocation of permits. Sec. 15-211. - Definitions. In this article: Alarm administrator means a person or persons designated by the diresterChief-Gf public safety to administer, control and review alarm applications, permits and alarm dispatch requests. Alarm business means the business, by an individual, partnership, corporation or other entity of selling, leasing, maintaining, servicing, repairing, altering, replacing, moving, installing or monitoring an alarm system in an alarm site. Alarm dispatch request means a notification to police, fire or EMS by the alarm busiaessMonitorino Comnanv that an alarm, either manual or automatic has been activated at a particular alarm site. Alarm review board shall consist of four members as follows: a communications specialist or other person appointed by the d resterChief, and two members of the public at large, appointed by the diresterChief, and the alarm administrator, who shall serve as an ex officio member. The three Qhief shall appoint members to the board to conduct a hearing and render a decision pursuant to sections 15-224 and 15-226. Alarm site means a single premises or location served by an alarm system or systems. Each tenancy, if served by a separate alarm system in a multitenant building or complex, shall be considered a separate alarm site. Alarm system means a device or series of devices, including, but not limited to, systems n1aFGGRReGt8d With Facie frequenGy signals, which are desigRed tG d sGourage "Alarm system" does not include: (1) An alarm installed on a vehicle unless the vehicle is permanently located at a site; or (2) An alarm designed to alert only the inhabitants of a premises that does not have a sounding device which can be heard on the exterior of the alarm site. f3) An Alarm System or CAN Alarm System owned by the City.. �,-- Formatted: Font, (Default) Arial, 12 pt - Formatted: Font: (Default) Aria] Alarm user means any person, firm, partnership, corporation or other entity who Formatted: Normal, Indent: First line: 0.3" (which) uses an alarm system at its alarm site. .Chief means the Chief of Police of the City of Southlake Texas or his designee. _ _ Formatted: Font: (Default) Arial, Not Bold, Italk Formatted: NoJustified,al, Justified, Indent: first line: 0.3, Space City means the City of Southlake. Texas. Before: 2.4 pt, After: 12 pl, Line spall g: At lea' 15.6 p[ Formatted: Font: (Default) Anal, Not Italie, Border:: (No horder), Pattern: pear (While) Conversion means the transaction or process by which one alarm business begins Formatted: Font: Not Italic monitoring of an alarm system previously monitored by another alarm business. Duress alarm means a silent alarm signal generated by the manual activation of a device intended to signal a crisis situation requiring police response. EMS means emergency medical services. False alarm dispatch means an alarm dispatch request to the police, fire or emergency medical services when the responding officer arrives within thirty (30) minutes of the alarm notification and determines from an inspection of the interior or exterior of the premises that the alarm was false, or, if the alarm dispatch request was a medical alarm, when the responding officer finds no evidence of a medical emergency. An alarm dispatch request which is canceled by the alarm business or the alarm user prior to the time the responding officer reaches the alarm site shall not be considered a false alarm dispatch. False alarm user awareness class means a class operated by the Csity or its designee for the purpose of educating alarm users about the problems created by false alarm dispatches and in the responsible use of their alarm systems. Holdup alarm means a silent alarm signal generated by the manual activation of a device intended to signal a robbery in progress. Keypad means a device that allows control of an alarm system by the manual entering of a coded sequence of numbers or letters. Monitoring means the process by which an alarm business receives signals from an alarm system and relays an alarm dispatch request to the Ceity for the purpose of summoning police, fire or emergency medical response to the alarm site. Monitoring Company means the company. by an individual partnership corporation-- -- Formatted: Normal or other entity servicing, installing or monitoring an alarm system at an alarm site.. _ _ _ _ _ - Formatted: Font: (Default) Arial Person means an individual, corporation, partnership, association, organization or similar entity. Takeover means the transaction or process by which an Alarm User takes over control of an existing alarm system which was previously controlled by another alarm user. Verify means an attempt, by the alarm� a .� ^' essa Monitoring Company, or its representative, to contact the Aalarm Ssite by telephonic or other ele^'•^^ whether or not actual contact with a person is EMS, in an attemgtbeF^•e F6qUBSt ^^ ^ Pal G8 dispat^h, R aR atteT^to avoid an unnecessary alarm dispatch request. Zones mean a division of devices into which an alarm system is divided to indicate Formatted: Normal the general location from which an alarm system signal is transmitted.. _ - Formaned: Font: (Default) Arial Sec. 15-212. - Permit required; application; fee; transferability; false statements. (a) A person commits an offense if the person operates, or causes to be operated, an alarm system without a valid alarm permit issued by the alarm administrator. A separate permit is required for each alarm site. (be) Each permit application must be made on a form provided by the alarm administrator and must include the following information: (1) The name, address, and telephone numbers of the person who will be the permit holder and be responsible for the proper maintenance and operation of the alarm system and payment of fees assessed under this article; (2) The classification of the alarm site as either residential, commercial or apartment; (3) For each alarm system located at the alarm site, the purpose of the alarm system, i.e., burglary, holdup, duress, fire, medical or other; _(4) Si9R8d GeFtif Gat An fFAFn the alarm user and the alarm Wig ness statjng� A. The A.A.. .S '...d.. L.1'.. GGRVBFSiGR nr tgkgoysr of the Alarm ,stem That the n m business has tFa ned the n ant of the � ...v u.v nr 'n n mm�n• nn alaFm system, ncludiRg instruGt ens 91; how to avoid false alarms. (5) Gla6sifiGat on of the alarm site as be ng equipped or non equipped fGF dUFeGS _. ... ,.v.. ,v,,, upp.,. . r«w alarm `cd) Upon receipt of a completed application form and the permit fee, the alarm administrator shall issue an alarm permit to an applicant unless the applicant has: (1) Failed to pay a fine assessed under section 15-223; or (2) Had an alarm permit for the alarm site suspended or revoked, and the violation causing the suspension or revocation has not been corrected; or (3) Made a false statement of a material matter for the purpose of obtaining an alarm permit. (de) An applicant for an annual alarm permit shall pay a permit fee in the amount- -- Formatted: Indent: Left: o° established by the Ceity council. (e� Any false statement of a material matter made by an applicant for the purpose of obtaining an alarm permit shall be sufficient cause for refusal to issue a permit. (fg) An alarm permit cannot be transferred to another person. An alarm user shall inform the alarm administrator of any change that alters any information listed on the permit application within five business days. (gh) All fees owed by an applicant must be paid before a permit may be issued or renewed. (hl) To the extent permitted by law, all employees or representatives of the Ceity with access to information contained in permit applications shall hold such information in confidence. Sec. 15-213. - Alarm systems in apartment complexes contracted for by individual tenant. (a) If an alarm system installed by an individual tenant in an apartment complex unit is monitored, the tenant must provide the name of a representative of the apartment owner or property manager who can grant access to the apartment to the alarm business which is providing the monitoring service. (b) A tenant of an apartment complex shall obtain an alarm permit from the alarm administrator before operating or causing the operation of an alarm system in the tenant's residential unit. The annual fee for this permit or the renewal of this permit shall be the same as the fee for a residential alarm site. (c) For purposes of enforcing this article, the tenant is responsible for false alarm dispatches emitted from the alarm system in the tenant's residential unit. Sec. 15.214. - Alarm systems in apartment complexes furnished by the apartment complex as an amenity. (a) If the owner or property manager of an apartment complex provides alarm systems in each residential unit as an amenity, then the owner or property manager of the apartment complex shall obtain a master alarm permit from the alarm administrator. The annual fee for this permit and for each renewal for this permit shall be $10.00 per residential unit peF yeaFthe same as the residential permit fee per residential unit. All units, whether occupied or not, shall be included in calculating the required fee. (b) For purposes of assessing fines and enforcing this article, the master alarm permit holder is responsible for payment of fines for false alarm dispatches emitted from the alarm systems in residential units, whether or not occupied. (c) The owner or property manager of an apartment complex shall obtain a separate alarm permit for any alarm system operated in a nonresidential area of the apartment complex, including, but not limited to, common tenant areas and office, storage and equipment areas. The fee for such a permit shall be the same as the fee for a residential alarm system. Sec. 15.215. - Permit duration; renewal. An alarm permit shall be valid 39 ef the follow ng ne year from issuance. A permit holder must renew an alarm permit annually by submitting an updated application and a permit renewal fee to the alarm administrator. The alarm administrator shall notify each alarm user of the need to renew at least 30 days prior to the expiration of his permit. It is the responsibility of the alarm user to submit an application prior to the permit expiration date. Failure to renew will be classified as use of a non -permitted alarm system. Sec. 15.216. - Alarm systems operation; maintenance. (a) An alarm user shall: (1) Maintain the premises and the alarm system in a manner that will: a. Minimize or eliminate false alarm dispatches; and b. Ensure proper operation of the alarm system. (2) Respond or cause a representative to respond to the alarm system's location within 30 minutes when notified by the Csity to deactivate a malfunctioning alarm system, to provide access to the premises, or to provide security for the premises; and (3) Not manually activate an alarm for any reason other than an occurrence of an event that the alarm system was intended to report. (b) An alarm user shall adjust the mechanism or cause the mechanism to be adjusted so that an alarm signal audible on the exterior of an alarm site will sound for no longer than 10 minutes after being activated (or 15 minutes for systems operating under Underwriters Laboratories, Inc. standards 365 or 609). (c) An alarm user shall have an alarm business inspect his alarm system after three false alarm dispatches in a preceding twelve month period. After three false alarm dispatches, the alarm user must have an alarm business modify the alarm system to be more false alarm resistant, or provide additional user training, whichever is appropriate. Sec. 15.217. - Monitoring procedures. (a) An alarm business performing monitoring services shall: _(1) Report alarm a 9F;a!6 by using telephone Rumbws des gnated by the alarm administrator; (12) Attempt to verify every alarm signal, except a duress or hold up alarm activation, before requesting a police response to an alarm signal; (23) Communicate alarm dispatch requests to the Coity in a manner and form determined by the alarm administrator; (34) Communicate verified cancellations of alarm dispatch requests to the Coity in a manner and form determined by the alarm administrator; (45) Ensure that all alarm users of alarm systems equipped with duress alarm are given adequate training as to the proper use of the duress alarm. (b) The alarm administrator shall: (1) Designate a manner, form and telephone numbers for the communication of alarm dispatch requests; (2) Develop a procedure to accept verified cancellation of alarm dispatch requests; and _(3) Detefmine the aPPFGpFiateness and RUMIPAP Of d Feet inAtAlled alarm panels a BPS fee lities- Sec. 15.218. - Duties of alarm business. A person commits an offense, if after October 1, 2000, the person installs a device for activating a hold-up alarm which is a single action non -recessed button. Sec. 15-219. - Alarm system operating instructions. An alarm user shall maintain at each alarm site a set of written operating instructions for each alarm system. Sec. 15-220. - Alarm dispatch request records. (a) The officer responding to an alarm dispatch request shall insure that such information is recorded as necessary to permit the alarm administrator to maintain records, including, but not limited, to the following information: (1) Identification of the permit number for the alarm site; (2) Identification of the alarm site; (3) Arrival time at the alarm site and dispatch received time; (4) Date and time; (5) Weather conditions, (6) Area and/or sub -area of premise involved; (7) Name of alarm user's representative on premises, if any; (8) Identification of the responsible alarm business; and/or (9) Inability to locate the address. (b) The responding officer shall indicate on the dispatch record whether the dispatch was caused by a criminal offense, an attempted criminal offense, fire, medical response, or was a false alarm dispatch. (4) The date and time of response to the false alaFm d spatGh; (2) The !dent f cation R61Mb8F of the F88PORd Rg off GeF; and the alarm. (cd) Each alarm businesses which perform monitoring services must maintain for a period of at least one year following request for dispatch to an alarm site, records relating to the dispatch. The alarm business shall make the records available to the alarm administrator. Records must include: (1) The name, address and phone number of the alarm user, (2) The alarm system zone(s) or point(s) activated, (3) The time of request for police dispatch; and (4) Evidence that an attempt to verify was made to the alarm site prior to the request for police dispatch. Sec. 15-221. - System performance reviews. If there is reason to believe that an alarm system is not being used or maintained in a manner that ensures proper operation and suppresses false alarms, the alarm administrator may require a conference with an alarm user and the alarm business responsible for the repair of the alarm system to review the circumstances of each false alarm. Sec. 15-222. - False alarm user awareness class. The alarm administrator shall oversee the creation and implementation of a false alarm user awareness class. This program shall RRci 'inform alarm users of the problems created by false alarm dispatches and teach alarm users how to operate their alarm systems without generating false alarm dispatches. Sec. 15-223. - Fees. 1a jt�An alarm user, or the masteF peFmit holder for an aPaFtFRent GOMplex shall be alarm dispatches emitted from an based upon the following schedule: Number of False Alarm Dispatches Within 12 Months 1 fie depending on the number of false system within the preceding 12 months Action Won-s4e-written notice Won -site -written notice and warning letter #1 W9n-site-written notice and warning letter #2 - - Formatted: Numbered + Level: 1 + Numbering Style: a, b, c, + Start at: I +Alignment: Left + Alpnetl at: 0.25" + Indent at: 0.5' 4 W9a4te-written notice and suspension-noUes Fine or Class '... 5 Written notice and $50.00 Fine and revocation Of PeFFPA 8$ Written notice and $75.00 Fine and/or $50.00 fee 7 Written notice and $75.00 Fine 8 Written notice and $100.00 Fine 9+ Written notice: and $100.00 Fine: Permit suspended. Lck) An alarm user shall, after the feu#h-third false alarm dispatch, have the option of attending a false alarm user awareness class in lieu of suspensienpaying a false alarm fee. (do) An alarm dispatch request caused by actual criminal offense or with evidence of a criminal attempt or with evidence of smoke or the need for EMS shall not be counted as a false alarm dispatch. `d) The alarm administrator may reinstate a suspended permit if the person submits evidence that the cause of the false alarm has been determined and corrected or that any defective part of the alarm system has been repaired or replaced. (fe) The alarm user shall pay an escalating false alarm for each false alarm notification in excess of three that is sepviGe fee of $50.00 for eanh false RiaFFR nntifinAfinn in exGesg ef five that is emitted from an alarm site within a 12 -month period. (gf) The alarm administrator shall notify the alarm user of the fee: (1) Personally to the alarm user in writing; or (2) By letter addressed to the owner of the premises upon which the false alarms occurred, at the owner's address as recorded in the Tarrant Appraisal District records. (hq) If the alarm administrator mails a notice to a person in accordance with subsection (gf), and the United States Postal Service returns the notice as "refused" or "unclaimed;' the validity of the notice is not affected and the notice is considered as delivered as of the date of the return. Sec. 15-224. - Appeal from fees. (a) -(a} Notice of the Right to Appeal under this ordinance will be included with any- -- Pormatted: Numbered + Level: L+Numbering Style: a, b, c, fees. ... + Start at: 1 +Alignment: Left + Aligned at: 0.25" + Indent at: 0.5" (b) An alarm user may appeal assessment of a fee to the alarm review board by filing a written request for hearing with the alarm administrator setting forth the reasons for the appeal. The appeal shall be filed within ten days after receipt or delivery of the notice. The filing of a request for an appeal hearing with the alarm review board stays the assessment of the fee until the alarm review board makes a final decision. Lb) The alarm review board shall conduct a hearing and consider the evidence- - rermatted: Want: Left: 0.25" presented by any interested person(s). The board shall make its decision on the basis of the preponderance of evidence presented at the hearing, including, but not limited to, evidence that a false alarm dispatch was caused by a defective part that has been repaired or replaced or that an alarm dispatch request was caused by a criminal offense. (ds) The board will render a decision within 30 days after the request for an appeal hearing is filed. The board shall affirm, reverse or modify the assessment of the fee. The decision of the board is final as to administrative remedies with the Csity. Sec. 15.225. - Revocation or suspension of permit. (a) In addition to suspension or revocation pursuant to section 15-223, the alarm administrator may suspend or revoke an alarm permit if it is determined that the permit holder: (1) Made a false statement of a material matter in the application for a permit; (2) Failed to make timely payment of a fee assessed under section 15-223, or (3) Has committed a violation of section 15-216. (b) A person commits an offense if he operates an alarm system during the period in which his alarm permit is suspended or revoked. (c) the alarm permit f it s determined that two rubs .)etches GGGurwithiR 60 days a#9F the FA RAWAMARt The City may not terminate its law enforcement response to a residential permit holder because of excess false alarms if the false alarm fees are paid in full. Sec. 15-226. - Appeal from denial, suspension or revocation of a permit. (a) If the alarm administrator denies the issuance or renewal of a permit, or suspends or revokes a permit, he or she shall send written notice of this action and a statement of the right to an appeal, by certified mail, return receipt requested, to both the applicant or alarm user and the alarm business. (b) The alarm administrator shall give notice to the alarm user of the suspension or revocation: (1) Personally to the alarm user in writing, or (2) By letter addressed to the alarm user at the address listed on the application. (c) If the alarm administrator mail4s a notice to a person in accordance with subsection (d), and the United States Postal Service returns the notice as "refused" or "unclaimed," the validity of the notice is not affected and the notice is considered as delivered as the date of the return. (d) The applicant or alarm user may appeal the decision of the alarm administrator to the d resterChief by filing a written request for a review setting forth the reasons for the appeal within ten days after receipt of the notice from the alarm administrator. An alarm business may submit the request for review on behalf of an alarm user. If a request for appeal is not made within the ten-day period, the action of the direeteralarm administratoris-final is final..- (e) Filing of a request for appeal shall stay the action by the alarm administrator suspending or revoking a permit until the director Chief has completed his/her review of the appeal. (f) If the diresteFChief sustains the denial or revocation of the permit, an alarm user may appeal and request a hearing before the alarm review board within ten days of receipt of notice of the direnWe Chiefs decision. An alarm business may submit a request for hearing on behalf of an alarm user. (g) The alarm review board shall conduct a hearing and consider the evidence by any interested person(s). The board shall make its decision on the basis of a preponderance of the evidence presented at the hearing, including, but not limited to, certification that the alarm user has been retrained, that a defective part has been repaired or replaced, or that the cause of the false alarm has been otherwise determined and corrected. The board must render a written decision within ten days after the request for an appeal hearing is filed. The board shall affirm, reverse, or modify the action of the d redgrChief. The decision of the board is final as to administrative remedies with the Coity. Sec. 15.227. - Reinstatement of permit. A person whose alarm permit has been revoked may be issued a new permit if the person: (1) Submits an updated application and pays the permit fee; (2) Pays, or otherwise resolves, all outstanding fees; and (3) Submits a certification from an alarm business stating that the alarm system has been inspected and repaired, if necessary, by the alarm business. Sec. 15-228. -Violations. A person commits an offense if the person knowingly, intentionally, or recklessly violates by commission or omission any provision of this article that imposes upon him a duty or responsibility and is subject to a fine not more than $500.00 for each offense. Each day that a violation is permitted to exist shall constitute a separate offense. Secs. 15-229-15.239. - Reserved. e Ne, PM QM SERVICES AGREEMENT ALARM PROGRAM ADMINISTRATION AND COLLECTION SERVICES This Contract for Alarm Program Administration and Collection Services (the "Agreement") is made and entered into in Tarrant County by and between PMAM Corporation, a Texas corporation whose address is 5430 LBJ Freeway, Suite 370 Dallas, TX 75240, (the "PM AM") and City of Southlake, TXwhose address is 1400 Main Street, Southlake, TX 76092 (the "City") to be effective upon the date of execution of this Agreement by City Manager or City's authorized designee as set forth on the Signature Page hereto (the "Effective Date"). Recitals WHEREAS, City desires to engage the services of PM AM to provide certain installation, conversion, operation and service of a False Alarm Management Program including the collection services in accordance with City's alarm ordinances in accordance with the terms of this Agreement (as hereinafter defined) (collectively, the "Services'); and NOW THEREFORE, in exchange for the mutual covenants set forth herein and other valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows: Article 1 Scope of Services 1.1 The parties agree that PM AM shall perform the Services in accordance with the terms and conditions of City's alarm ordinance and this Agreement. The parties' agreement consists of this Agreement and the following,Exhibits, which are incorporated herein and made a part hereof by this reference thereto: Scope of Work and Contract Requirements — Exhibit A Pricing and Receipt of Collections - Exhibit B In the event of a conflict in interpretation, the documents shall control in the following order: (ii) the Agreement, (ii) Exhibit A. and (iii) Exhibit B, as further modified by the written agreement by the parties as a result of software implemented and deployed by the parties. Article 2 Terms of Agreement 2.1 The initial term of this Agreement shall be for a period of five (5) calendar years commencing on the Contract Implementation Date (as hereinafter defined) and ending on the day immediately preceding the third anniversary of the Contract Implementation Date (the'Initial Term"), subject to earlier termination as set forth in Article 6 hereof. Upon the expiration of the Initial Term, this Agreement shall be subject to automatic extension from year to year thereafter (each an "Extended Term") on the same terms and conditions as set forth herein, unless either party notifies the other in writing at least sixty (60) days prior to the expiration of the Initial Term or the Extended Term, as applicable, that such party will not further extend the term of this Agreement. As used herein, the term "Contract Implementation Date" shall mean the first day of the calendar month for which PM AM commences billing for its Services to City hereunder following the installation of the False Alarm Management Program. 2.2 PM AM shall receive compensation, including authorized reimbursements including reimbursement for any City fees paid by PM AM to City to permit PM AM to provide the Services or Special Services hereunder, for all Services rendered under this Agreement at the rates set forth in pricing included in this Agreement as Exhibit "B". The compensation is based on a revenue sharing model. In order to facilitate the sharing of revenues as set forth in Exhibit "B" hereto, the City authorizes PM AM to open a P.O. Box and bank account on the City's behalf. Withdrawals from such account shall be controlled by the City, and any such withdrawals be made only by signatories designated by the City. 2.3 At any time during the term of this Agreement, City may request that PM AM perform Special Services for additional compensation to be agreed upon by City and PM AM prior to the performance of any Special Services by PM AM. As used herein, Special Services means any work which is determined by City to be necessary for this Agreement, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement and which PM AM agrees to perform. If City and PM AM reach an agreement on the performance of Special Services, PM AM shall undertake such Special Services after providing notice to the City of the amount of any additional compensation and receiving the authorization from City. 2.4 City acknowledges and agrees that PM AM reserves the right to offer, and may offer, similar services to other government agencies under similarterms and conditions as stated herein except that the revenue share percentage allocated to PM AM and the other government agency may be negotiated between PM AM and such other agency based on the specific revenue expectations, agency reimbursed costs, the exactscope of services to be provided by PM AM, and other agency requirements. PM AM acknowledges and agrees that City shall have no responsibility or liability whatsoever hereunder with respect to any agreement entered into between PM AM and such other government agency. Article 3 PM AM Responsibilities 3.1 Contractor agrees to and shall defend, indemnify and hold harmless the City, its officers, employees, agents and volunteers from and against all claims, damages, losses and expenses, including attorney's fees, litigation costs and expenses, arising out of the performance of the work described herein, caused in whole or in part by any negligent act or omission of Contractor, any subcontractor of Contractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the sole negligence or willful misconduct of the City. Lack of insurance coverage does not negate Contractor's obligation under this paragraph of this Agreement. 3.2 At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of the City. The City shall have the right to control Contactor only insofar as the results of Contractor's services rendered pursuant to this Agreement. The City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Article 4 City's Responsibility 4.1 City shall cooperate with and assist PM AM by, among other things, making available, as reasonably requested by PM AM, management decisions, personnel, information, approvals, IT assistance and acceptance that are needed by PM AM to carry out its obligation under this agreement. 2 Article 5 Insurance Requirements 5.1 PM AM shall, at its own expense, purchase, maintain and keep in force during the term of this Agreement such insurance as set forth below. PM AM shall not commence work under this Agreement until it has obtained all the insurance required underthis Agreement and such insurance has been approved by City, nor shall PM AM allow any subcontractor to commence work on its subcontract until all similar insurance of the subcontractor has been obtained and approved. The insurance requirements shall remain in effect throughout the term of this Agreement. PM AM, at PM AM's sole cost, shall purchase and maintain, during the term of this Agreement, insurance coverage providing not less than the following: 5.1.1 Comprehensive or Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury or death and property damage. The coverage's under this policy shall include those found in the Comprehensive General Liability Broad Form endorsement. This policy shall have no standard coverage removed by exclusions, unless approved by City. 5.1.2 Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. Coverage should be provided as a "Code 1," any auto. 5.1.3 Workers' Compensation and Employers' Liability: Statutory. Employers Liability policy limits of $100,000 for each accident, $500,000 policy limit- Disease. The insurer shall agree to waive all rights of subrogation against City, its officials, employees and volunteers for losses arising from the activities under this Agreement. Worker's Compensation and Employer's Liability insurance, including All States Endorsement, to the extent required by federal law and complying with the laws of the State of Texas 5.2 All insurance policies, other than Professional Liability, provided under this Agreement shall be written on an occurrence basis. 5.3 City shall be named as additional insured on the General Liability and Automobile Liability insurance policies. These insurance policies shall contain the appropriate additional insured endorsement signed by a person authorized by that insurer to bind coverage on its behalf. If PM AM, for any reason, fails to maintain insurance coverage which is required under this agreement, the failure shall be deemed a material breach of contract. City, at its sole option, may terminate this Agreement. 5.4 Each insurance policy shall be endorsed to state that coverage shall not be canceled, reduced in coverage or in limits except after thirty (30) days prior written notice has been provided to City, or in the event of cancellation because of nonpayment of premium, that the insurer shall give written notice to City not later than ten (10) days following cancellation. 5.5 Insurance is to be placed with insurers with a Best rating of no less than ANIL Insurers must be duly authorized to transact business in the State of Texas. 5.6 Certificates of Insurance if requested shall be submitted on the Accord form only. Certificates and endorsements effecting coverage required by this clause shall be forwarded to City's Purchasing Department. Article 6 Termination of Agreement 6.1 Grounds for Termination 6.1.1 City shall inform in writing to PM AM, if PM AM fails to perform its duties under this Agreement with a ninety (90) days window to correct the problem. PM AM shall remedy the problem within ninety (90) days from the receipt of such notice. Should PM AM fail to remedy the problem within ninety (90) days, City may terminate this Agreement. 6.1.2 PM AM's Fee Schedule and pricing for any and all Services to be provided by PM AM to City under this Agreement have been set, established and agreed to be based upon the current provisions of applicable City ordinances relating to alarms. Should said ordinances change at any time during the term of this Agreement to reduce the applicable fee, fines and charges, then PM AM reserves the express right to enter into good faith negotiations with City to modify the Fee Schedule and pricing accordingly. If, within thirty (30) days of notice from PM AM to City of its desire to so renegotiate, the parties are unable to reach an agreement mutually acceptable to both parties, then PM AM reserves the right to terminate this Agreement. Said termination shall not be deemed to be a default by PM AM under this Agreement, PM AM shall be paid all fees and costs due and owing PM AM as of the date of said termination. 6.1.3 PM AM may terminate this Agreement upon written notice to City if City misuses or attempts to appropriate the proprietary software of PM AM. 6.2 Effect of Termination 6.2.1 If this Agreement is terminated as provided herein, City may require PM AM to provide all finished and/or unfinished data and other information of any kind possessed by PM AM in connection with the performance of Services under this Agreement. PM AM shall be required to provide such information within a reasonable period of time of receipt of the request not to exceed thirty (30) days. Specifically, in the event City shall terminate this Agreement: 6.2.1a All data relating to alarm permits shall be owned by City. Upon termination of this Agreement, PM AM shall promptly deliver to City all data in MS -SQL format. 6.2.1 b. PM AM retains all right and title to the Application software, including but not limited to, all publication rights, all development rights, all reproductions rights, and all rights that may follow from the commercial development of the software. City does not acquire any ownership rights to the Application software. The Software is protected in favor of PM AM, as well as any future registered trademarks, are trademarks of PM AM. 6.2.1 c. The proprietary software is considered loaned to City during the duration of this Agreement as laid out in this Agreement and City will not have any access to PM AM's proprietary software after the conclusion of the Agreement. 6.2.1 d. City shall pay PM AM all fees and costs due and owing PM AM as of the date of said termination. 6.2.1 e. The provisions of this Section shall survive the termination of this Agreement. Article 7 Confidentiality of Information 7.1 At all times, PM AM shall recognize City's sole and exclusive ownership of all information provided by City, and the sole and exclusive right and jurisdiction of City to control the use of this information. Similarly, City recognizes that the proprietary software described in Section 6.2.1c. above is owned by PM AM and City has no rights or claim thereto. 7.2 Each party agrees that neither it, nor its employees, subsidiaries, subcontractors, or agents shall disclose confidential information of the other party, to any person or to anyone except as necessary to perform its obligations under this Agreement, without the expressed written permission of the other party or unless required to do so by law. 7.3 Each party further agrees that in the event that any documents containing confidential information of the other party should be improperly used or removed in any way from the possession or control of the other party by a party, the breaching party shall immediately notify the other party orally and in writing, and shall join with the other party at their request in taking such reasonable steps as the owner of the confidential information may deem advisable to enjoin the misuse and regain possession of such confidential information, or steps otherwise necessary for the protection of the owner's rights and the confidentiality of the information. 7.4 PM AM agrees to return any and all data furnished and information derived hereunder promptly upon a request by City and its authorized designee. Article 8 General Provisions 8.1 This Agreement and its attachments constitute the sole and only agreement between the parties and supersede any prior understandings written or oral agreements between the parties with respect to this subject matter. 8.2 Except as otherwise provided herein, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the parties hereto without the prior written consentofthe other party; provided that PM AM may assign thisAgreementto its successor without consent by City by giving written notice to City. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors and assigns. 8.3 This Agreement shall be governed by the laws of the State in which the City is located without regard to its rules pertaining to conflict of laws, and venue for any action concerning this Agreement shall be in the county in which the City is located. 8.4 This Agreement may be amended by the mutual written agreement of the parties. 8.5 In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it. 8.6 Any notice required or permitted to be delivered hereunder may be sent solely by certified first E class mail, return receipt requested, or nationally recognized overnight courier to the address specified below, or to such other party or address as either party may designate in writing, and shall be deemed received three (3) days after delivery set forth herein: City of Southlake, TX: City of Southlake Shane Yelverton, City Manager 1400 Main Street, Suite 460 Southlake, Texas 76092 PM AM: PMAM Corporation Attn: Mr. Pankaj Kumar, Chief Executive Officer 5430 LBJ Freeway, Suite 370 Dallas, TX 75240 8.7 This Agreement may be signed in counterparts, each of which shall constitute an original. (Signature Page Follows on Next Page) IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day of in the year 2019. City of Southlake, TX PM AM Corporation By: By: Name: Shana Yelverton Pankai Kumar Title: City Manager CEO Attest: Attest: By: By: Name: Amy Shelley, TRMC Name: Title: City Secretary Title: 7 Exhibit A Scope of Work and Requirements Scope of Work: It will be PM AM's responsibility to provide, install, and operate the Professional Services Alarm Management Services Program based on a "False Alarm Management Solution" system hereafter referred to as a FAMS system and all other necessary equipment and services on a "software as a service" basis. PM AM shall accurately convert all pertinent data downloaded from City's current primary alarm and accounts/receivable databases to populate the FAMS system. Effective interfaces shall ensure that all parties share and benefit from the most current and accurate information. PM AM shall provide appropriate supplies and services including but not limited to; 1. Single point of contact and daily resident assistance 2. Maintenance of databases: a. Alarm permits b. Permit Holders c. Permit Holders with outstanding charges d. Non -permitted locations with outstanding charges e. Address verification database 3. Collection of payments in accordance with the rates established by the alarm ordinance, and any implementing resolutions or orders, as may be amended from time to time by City 4. Performance of all the billing in accordance with City's alarm ordinance, as may be amended from time to time by City 5. Generation of the following reports including but not limited to: a. New alarm permits issued and fees collected b. Annual permit renewals billed and fees collected c. Permits inactivated or revoked and reason for inactivation or revocation d. Permits reinstated and reason for reinstatement e. Number of false burglar alarms f. Number of false burglar alarms billed and fees collected g. Number of false robbery alarms h. Number of false robbery alarms billed and fees collected i. Number of reinstatement fees billed and fees collected j. False burglary and/or robbery alarms for permit owners k. False burglary and/or robbery alarms for non -permitted owners I. Suspension or revocation Report for permit holders as per ordinance, if applicable 6. System functionality to capture the following information: 8 a. Permit number b. Permit issue date c. Permit expiration date d. Permit type (residential / commercial) e. Name of business or residential permit holder f. Site 1) Street address and zip code of property 2) Type of property (residential / commercial) 3) Telephone numbers 4) Contact persons (minimum of 2) and phone number(s) 5) Type of alarm system installed (burglary, panic, robbery) g. Billing 1) Name 2) Full mailing address (includes zip code) 3) Contact person and phone number(s) h. Permit Holder Responsible for Alarm 1) Name 2) Complete mailing address 3) Phone numbers i. Name and telephone number of alarm monitoring company j. Name and telephone number of company that installed the alarm system k. Special Medical Concerns I. Pet Information System functionality to generate notices to alarm users without permits 8. Transfer on line and/or via magnetic media a skeleton version of entire registration database from FAMS system to RMS including the following: 1) Permit number (or non -permitted identifier) 2) Name of permit holder 3) Location of permit holder 4) Permit status 5) Expiration date 6) Last false alarm incident date and time 7) Alarm type (i.e., burglar, panic, etc.) 8) False alarm incident count 9. Transfer on line and/or via magnetic media incident records from RMS to FAMS including 1) Incident number 2) Priority 3) Call code 4) Disposition 5) Date 6) Time: (a) Received (b) Dispatched (c) Arrived (d) Cleared 7) Remarks 8) Site name and address 9) Reportee name, address, phone number 10) Dispatcher- employee number and terminal 11) Phone clerk - employee number and terminal 12) Cleared code and disposition (true/false) 13) Officer number 14) Unit(s) assigned Collection requirements and provisions: PM AM will design, implement and maintain a system to serve as the billing and collections agent and accounts receivable (A/R) manager for City Alarm Program Administration and Collection Service. PM AM will provide all hardware, software, materials, supplies, space, and staff resources as required. The system will meet the following collection specifications: 1. Bill format will provide stub or appropriate remittance form to accompany payment. 2. Bill format, permit forms, envelopes and related correspondence will identify the location of a PM AM staffed and maintained office so the customer may have the ability to obtain direct answers to questions about their bills and related false alarm system information. 3. All bills, correspondence and related matters will be approved by City. 4. Bills will be due in time lines specified in the ordinance and or rules and regulations as appropriate. 5. Records of bills will be retained by PM AM to apply to Account Receivable system (A/R) to be maintained by PM AM. 6. PM AM will develop an A/R file, which City will have access to review at any time. 7. System functionality for City to print a bill for customers wishing to make payments at the walk in cashier location(s) of City and to provide on-line information to PM AM regarding such payments so that PM AM can maintain A/R file. 8. PM AM will provide the ability for customer to pay on-line, by mail and via walk-in cashier. 9. Payments made by mail will be directed to a P.O. Box address in Texas maintained and managed by PM AM, unless and until City directs that such payments be directed to a lock box address established by City. 10. PM AM system will track NSF or insufficient fund check occurrences and occurrences where customer stop payments have been ordered. 11. PM AM will provide system for billing the customer for the appropriate NSF or insufficient fund check fee charges and charges for stop payment situations. 12. Notwithstanding the foregoing, the Services provided hereunder do not extend to any debt collection activities in the event the property owner does not pay the amount of the invoice submitted by PM AM. Any such debt collection activities shall be performed by an independent contractor selected either by (i) PM AM with the prior written consent of City or its designee, or (ii) 10 City or its designee or agent upon written notice to PM AM. Processing: PM AM shall provide the services covered under this Agreement and Scope from its offices in Texas and make available hardware and software and services necessary to establish and provide the Alarm Program Administration and Collection Service. PM AM's Obligation: In addition to the above, PM AM shall: 1. Maintain the proposed equipment, hardware, and software, documentation, and support services for the equipment installed, including the timely incorporation of all engineering changes. 2. Supply City with an interface document describing the type, size, location, and medium of transfer from City RMS. 3. Defer to City regarding the waiver of any false alarm fee incurred where there is question about the validity of any response or action taken by an employee(s) of City regarding a specified alarm call. 4. When possible, reports shall be produced based on the entry of variable parameters. Threshold fields shall allow a specific date range or other criteria. When possible, all report searches, shall allow for multiple parameters. Training PM AM shall provide training for City and Police employees. Training shall be conducted in several sessions on an as needed basis. System Coordination PM AM shall coordinate with City's Finance Department, Information Services and City Police Department to develop a system that will allow walk-in payments under the Agreement. 2. PM AM shall provide during the life of the Agreement on-going computer hardware, software support and maintenance to ensure uninterrupted operation. In the unlikely event of interruption, PM AM will make best efforts to restore service within seventy-two (72) hours 3. PM AM under this Agreement shall establish and provide public education, awareness and information regarding City's Alarm Management Program. City Licensing Fees City acknowledges and agrees that PM AM shall be exempt from any applicable City license fees in performing its services hereunder. 11 Exhibit "B" Pricing and Receipt of Collections This is a revenue sharing contract. PM AM shall retain the percentages and amounts listed in the table below of all collections and remit the percentage balance and amounts listed in the table below to City for the total of the actual revenues generated and collected for City during the life of this Agreement including all adjustments for: a. Alarm permit and renewal fees; b. False alarms violation fee above a mandated limit; C. Reinstatement fees; d. Late fee for false alarms, permit fees and renewal fees e. Other charges imposed by City in relation to City's f. Alarm Program Management and Collection Services (Except for criminal penalties). Revenue Collected eve ear City Percentage PM AM Corporation Percentage $04100,00 65% 35% $100,001 -$200,000 72% 28% $200,001 — and above 81% 19% Pricing, terms and conditions are based on the City of Colleyville Contract RFP #CDP 2001-1. The City and PM AM shall share the revenue generated from fees, fines, and penalties as described above; provided that all bank charges incurred in connection with the Services rendered under this Agreement by PM AM shall be paid by the program before the foregoing split of fees. PM AM will pay all paper stock, educational materials, equipment (including hardware, hosting charges, and software), tools, personnel, utilities, postage, etc., which are required for administering the false alarm billing and tracking program on behalf of the City. PM AM reserves the right to renegotiate this pricing should City change the fee schedule for the false alarm ordinance. City acknowledges that PM AM is installing the Program at no cost to the City. Consequently, in the event City terminates this Agreement within 12 months from the Effective Date for any reason other than the failure of PM AM to perform its Services hereunder that has not been cured by PM AM within 30 days of receipt of written notice of the problem, PM AM shall be entitled to receive, and City shall pay to PM AM, the fees that PM AM would have received hereunder for a period of 12 months less the number of months, if any, that PM AM was paid its fees hereunder prior to the termination of this Agreement (the "Guaranteed Period"). If this Agreement is terminated after the Contract Implementation Date, the amount of the fees to be paid to PM AM shall be the average of the monthly fees retained by PM AM prior to termination of this Agreement multiplied by the number of months remaining in the Guaranteed Period. If this Agreement is terminated prior to the Contract Implementation Date, the amount of fees to be paid to PM AM shall be the amount of the fees projected by the parties to be retained by PM AM during the Guaranteed Period at the time this Agreement was executed. The amount of any fees payable to PM AM pursuant to the provisions 12 of this paragraph shall be paid by City upon termination this Agreement unless the parties agree to have such amount paid in equal monthly installments over an agreed period of time. The provisions of this paragraph shall survive the termination of this Agreement. The share of the revenues payable to PM AM and City in accordance with the provisions of this Exhibit B shall be determined and paid monthly within 15 days after the end of each calendar month during the Term hereof based upon the amount of collections during the immediately preceding calendar month, adjusted for any outstanding authorized reimbursements or expenses payable to PM AM in accordance with the terms of this Agreement 13