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Troy Alarm, Inc. A2013-57 ceb, • //A 410, 14000 City Center Drive Chino Hills, CA 91709 (909) 364-266000 Mae, ,r l/ ,OV September 18, 2013 Mary Jo Moore Troy Alarm, Inc. 5981 Republic Street Riverside, CA 92504.1138 RE: Professional Services Agreement A13-56 Enclosed for your records is a copy of Professional Services Agreement No. A13-57 in an annual not-to-exceed amount of$2,000 to provide alarm monitoring services for the City of Chino Hills. If you have any questions, feel free to contact me at (909) 364-2616 or rhansen@chinohills.org. CITY OF CHINO HILLS RAYMOND L. HANSEN, JR(' 7 Senior Administrative Analyst' 64 COUlled' Art Bennett • Ed M. Graham • Ray Marquez • Cynthia Moran • Peter J. Rogers AGREEMENT NO. A13-51 FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF CHINO HILLS AND TROY ALARM, INC. THIS AGREEMENT, made and entered into this 18th day of July, 2013, between the CITY OF CHINO HILLS, a municipal corporation, hereinafter referred to as "City" and TROY ALARM, INC. hereinafter referred to as "Contractor". In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. SCOPE OF SERVICES, Contractor agrees to perform the services set forth in Schedule A "SCOPE OF SERVICES" and Schedule C "CENTRAL STATION MONITORING SERVICE" attached hereto and made a part hereof. Contractor represents and warrants that it has the qualifications, experience and facilities to properly perform said services in a thorough, competent and professional manner and shall, at all times during the term of this Agreement, have in full force and effect, all licenses required of it by law. Contractors shall begin its services under this Agreement on August 1, 2013. 2. STATUS OF CONTRACTOR. Contractor is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, employees or agents shall have control over the conduct of Contractor or -1- any of Contractor's officers, employees or agents, except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. 3. CONTRACTOR'S KNOWLEDGE OF APPLICABLE LAWS. Contractor shall keep itself informed of applicable local, state and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Contractor shall observe and comply with all such laws and regulations affecting its employees. City and its officers and employees, shall not be liable at law or in equity as a result of any failure of Contractor to comply with this section. 4. COMPENSATION AND METHOD OF PAYMENT. Compensation to the Contractor shall be as set forth in Schedule A attached hereto and made a part hereof, Payments shall be made within thirty (30) days after receipt of each invoice as to all undisputed fees. If the City disputes any of Contractor's fees it shall give written notice to Contractor within 30 days of receipt of an invoice of any disputed fees set forth on the invoice. 5. ADDITIONAL SERVICES OF CONTRACTOR. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein or listed in -2- Schedules A and B, unless such additional services are authorized in advance and in writing by the City Manager. Contractor shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Contractor at the time City's written authorization is given to Contractor for the performance of said services. 6. ASSIGNMENT. All services required hereunder shall be performed by Contractor, its employees or personnel under direct contract with Contractor. Contractor shall not assign to any subcontractor the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without the prior written consent of City Manager. 7. TERMINATION OF AGREEMENT. This Agreement may be renewed annually, but will terminate on June 30, 2014, unless otherwise extended in advance and in writing by the City Manager. This Agreement may be terminated with or without cause by either party upon 30 days written notice. In the event of such termination, Contractor shall be compensated for non-disputed fees under the terms of this Agreement up to the date of termination. 8. DEFAULT. In the event that Contractor is in default of any of the provisions of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Contractor. -3- 9. INDEMNIFICATION. (a) Contractor represents it is skilled in the professional calling necessary to perform the services and duties agreed to hereunder by Contractor, and City relies upon the skills and knowledge of Contractor. Contractor shall perform such services and duties consistent with the standards generally recognized as being employed by professionals performing similar service in the State of California. (b) Contractor is an independent contractor and shall have no authority to bind City nor to create or incur any obligation on behalf of or liability against City, whether by contract or otherwise, unless such authority is expressly conferred under this agreement or is otherwise expressly conferred in writing by City. City, its elected and appointed officials, officers, agents, employees and volunteers (individually and collectively, "Indemnitees") shall have no liability to Contractor or to any other person for, and Contractor shall indemnify, defend, protect and hold harmless the Indemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages,judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively "Claims"), which the Indemnitees may suffer or incur or to which the Indemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of or allegedly caused -4- by the performance or failure to perform by Contractor of Contractor's services under this agreement or the negligent or willful acts or omissions of Contractor, its agents, officers, directors or employees, in performing any of the services under this agreement. If any action or proceeding is brought against the Indemnitees by reason of any of the matters against which Contractor has agreed to indemnify the Indemnitees as above provided, Contractor, upon notice from the CITY, shall defend the Indemnitees at Contractor's expense by counsel acceptable to the City. The Indemnitees need not have first paid any of the matters as to which the Indemnitees are entitled in order to be so indemnified. The insurance required to be maintained by Contractor under paragraph 15 shall ensure Contractor's obligations under this paragraph 14(b), but the limits of such insurance shall not limit the liability of Contractor hereunder. The provisions of this paragraph 14(b) shall survive the expiration or earlier termination of this agreement. The Contractor's indemnification does not extend to Claims occurring as a result of the City's negligent or willful acts or omissions. 4. INSURANCE. A. Insurance Requirements. Contractor shall provide and maintain insurance acceptable to the City Attorney in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance -5- of the work hereunder by Contractor, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VI I. Contractor shall provide the following scope and limits of insurance: (1) Minimum Scope of Insurance. Coverage shall be at least as broad as: (a) Insurance Services Office form Commercial General Liability coverage (Occurrence Form CO 0001). (b) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City. (c) Workers' Compensation insurance as required by the Labor Code of State of California and Employer's Liability insurance and covering all persons providing services on behalf of the Contractor and all risks to such persons under this Agreement. (2) Minimum Limits of Insurance. Contractor shall maintain limits of insurance no less than: (a) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general -6- aggregate limit shall apply separately to the activities related to this Agreement or the general aggregate limit shall be twice the required occurrence limit. (b) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (c) Workers' Compensation and Employer's Liability: Workers' Compensation as required by the Labor Code of the State of California and Employers Liability limits of$1,000,000 per accident. 13 Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: (1) All Policies. Each insurance policy required by this paragraph 10 shall be endorsed and state the coverage shall not be suspended, voided, canceled by the insurer or either party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by Certified mail, return receipt requested, has been given to the City. (2) General Liability and Automobile Liability Coverages. (a) City, its officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs, products and completed operations of Contractor; premises owned, occupied or used by Contractor, or automobiles owned, leased or hired or borrowed by Contractor. The coverage shall contain no -7- special limitations on the scope of protection afforded to City, its officers, officials, or employees. (b) Contractor's insurance coverage shall be primary insurance as respect to City, its officers, officials, employees and volunteers. Any insurance or self insurance maintained by City, its officers, officials, employees or volunteers shall apply in excess of, and not contribute with, Contractor's insurance. (a) Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurers liability. (d) Any failure to comply with the reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (3) Workers' Compensation and Employer's Liability Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, its officers, officials, employees and agents for losses arising from work performed by Contractor for City. C. Other Requirements. Contractor agrees to deposit with City, at or before the effective date of this contract, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied -8- with. The City Attorney may require that Contractor furnish City with copies of original endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time. (1) Contractor shall furnish certificates and endorsements from each subcontractor identical to those Contractor provides. (2) Any deductibles or self-insured retentions must be declared to and approved by City, At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. (3) The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. 5. NONDISCRIMINATION/NONPREFERENTIAL TREATMENT STATEMENT. In performing this Agreement, the Parties shall not discriminate or grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin, and shall comply, to the fullest -9- extent allowed by law, with all applicable local, state and federal laws relating to nondiscrimination. 6. UNAUTHORIZED ALIENS. Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101, et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein, Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Contractor hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith. 7. ENTIRE AGREEMENT. This Agreement is the complete, final, entire and exclusive expression of the Agreement between the parties hereto and supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations by any party which are not embodied herein and that no other agreement, statement, or promise not contained in this Agreement shall be valid and binding. 8, GOVERNING LAW. The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of -10- this Agreement, Any litigation concerning this Agreement shall take place in the San Bernardino County Superior Court. 15. ASSIGNMENT OR SUBSTITUTION. City has an interest in the qualifications of and capability of the persons and entities who will fulfill the duties and obligations imposed upon Contractor by this Agreement. In recognition of that interest, neither any complete nor partial assignment of this Agreement may be made by Contractor nor changed, substituted for, deleted, or added to without the prior written consent of City. Any attempted assignment or substitution shall be ineffective, null, and void, and constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 16. MODIFICATION OF AGREEMENT. The terms of this Agreement can only be modified in writing approved by the City Council and the Contractor. The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void, 17. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he/she/they has/have the authority to execute this Agreement on behalf of his/her/their corporation and warrants and represents that he/she/they has/have the authority to bind Contractor to the performance of its obligations hereunder. -11- 18. NOTICES. Notices shall be given pursuant to this Agreement by personal service on the party to be notified, or by written notice upon such party deposited in the custody of the United States Postal Service addressed as follows: City. Attention: City Clerk City of Chino Hills 14000 City Center Drive Chino Hills, California 91709 Contractor. Attention: Mary Jo Moore Troy Alarm, Inc. 5981 Republic Street Riverside, CA 92504-1138 The notices shall be deemed to have been given as of the date of personal service, or three (3) days after the date of deposit of the same in the custody of the United States Postal Service. 19. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A: Scope of Work B. Exhibit B: Compensation -12- 20. SEVERABILITY. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of the other provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. TROY ALARM, INC. By` ' /. Title Y/ e-; CITY OF CHINO HILLS f 7/ Bvv G G G Michael $. Fieager:City Manager -13- SCHEDULE A 1. SERVICES 1.1 Equipment: Company agrees to provide,as part of the security services,the equipment and services detailed in Schedule A below. 1,1.1 Services to be provided at the following location: Sleepy Hollow Community Center, 16801 Rosemary Ln,Chino FIills,CA 91709 1.1,2 Equipment installation charge N/A ($ N/A (a) N/A ($ N/A ) payable upon signing of this Agreement;and, (b) N/A ($ N/A ) payable upon completion of installation. 1.1.3 ( )Equipment Ownership remains with Company. Attach Schedule B. 1.2 Services:Client agrees to pay Company for security services itemized below: SCHEDULE A LIST OF EQUIPMENT/SERVICES TO BE PROVIDED Pronosal Dated: Service,repair&maintenance $75.00 per hour Central station monitoring of fire alarm system,,.$28.00per month Runner service response** $75.00 per hour Trip chargee $65.00 per hour Annual fire alarm test and report $195.00 ver test **with 1 hour response time on fire alarm signal **with 4 hour response time on trouble signal Annual UL certificate renewal/reissue* *Prices set by Underwriters Laboratories(Prices vary vear-to-year) Exclusions: SCHEDULE A LIST OF SERVICES Tyne of Service Service Charge Type of Service Service Charge El Central station monitoring of fire alarm system $28.00mo/$84.00otly N Annual testing of fire alarm $195.00 per test *Prices set by N For listing of other charges,see`Schedule of Underwriters Laboratories services to be provided"above N UL Certificate renewal&reissue feet (Prices vary year-to-year) 1.3 The service charges of 336.00 are payable Annually to Troy Alarm,Inc.on the first day of the month following the estimated date of installation which is N/A Annual amount of contract not to exceed $2,000 SCHEDULE C CENTRAL STATION MONITORING SERVICE 1. SYSTEM OPERATION: LI Client or Client's authorized representatives shall carefully and property operate the alarm system as described in the operating instructions provided. Client shall carefully test the system in a manner prescribed by Company at such intervals as required to be assured of the continual operation of the system in a satisfactory manner. 2. IIOLD-UP ANI)BURGLAR ALARM PROCEDURES: 2,1 Upon receipt of a burglar or hold-up alarm signal;Company will telephone the Police Department and/or others as specifically designated in the Client's Authorization Schedule,which is required by this Agreement. It is understood that Company is not obligated under any circumstances to send any employee or other person to the premises of the Client in response to an alarm signal unless specifically provided for under separate agreement. 3. FIRE ALARM PROCEDURES: 3.1 Upon receipt of a fire alarm signal;Company will telephone the Fire Department and/or others as specifically designated in the Client's Authorization Schedule,which is required by this Agreement. It is understood that Company is not obligated under any circumstances to send any employee or other person to the premises of the Client in response to an alarm signal. 4, MEDICAL ALERT PROCEDURES: 4.1 Upon receipt of a Medical Alert call or signal;Company will telephone the Client's premises and;(I)if the person reports that no assistance is required,Company will record the signal but will not call emergency medical service or other designated persons;(2)if there is no answer or ifihere is a busy signal or if any person answering requests assistance,Company will telephone emergency medical service and/or others as specifically designated in the Client's Authorization Schedule,which is required by this Agreement. 5. NO EMERGENCY CONDITION: 5.1 Company may elect to verify all burglar alarm and fire almmn signals by calling Client's premises prior to notifying the appropriate police,fire department,patrol service or others. Company may elect not to dispatch the police,fire department,patrol service or others,if it has reasonable cause to assume that an emergency condition does not exist. 6. TRANSMISSION FACILITIES: 6.1 Telephone Transmission 6.1.1 Client acknowledges that ifCompany utilizes telephone line transmission,the signals front Client's alarm system are transmitted over Client's regular telephone service to Company,and in the event Client's telephone service is out of order,disconnected,placed on vacation or othenvise interrupted,signals front Client's alarm system will not be received by Company during any such intermplion in telephone service and the intemrption will not be known to Company. Client further acknowledges and agrees that signals,which are transmitted over telephone company lines,are wholly beyond the control and jurisdiction of Company and are maintained and serviced by the applicable telephone company or utility. Client agrees to furnish any necessary telephone service or telephone lines at Client's own expense. Any and all telephone company charges shall be billed to Client's telephone bill,unless specified otherwise on the front of this Agreement. Any increased telephone company charges shall be borne by Client,and if charged directly to Company,shall be added to the periodic charges billed to Client. Client acknowledges that activation of the alarm system will interrupt and disconnectany telephone call in progress. 6.2 Alternate Transmission 6.2.1 Client acknowledges that ifCompany utilizes cable,the signals from Client's alarm system are transmitted over independent cable facilities. Client acknowledges and agrees that the cable is wholly beyond the control and jurisdiction of Company and is maintained and serviced by the applicable company, Client shalt pay for all charges made by the cable company for the Installation of the cable to Client's premises,and Company shall pay all monthly service charges of cable lines connecting Client's protected premises to Company. 6.2.2 Client acknowledges that Company may elect to provide signal transmission by a radio system in lieu of telephone lines. That such transmission is subject to environmental factors,both natural and manmade that are wholly beyond the control of Company. 7. CONDITION BEYOND CONTROL OR COMPANY: 7.1 Company will use its best efforts to carry out its duties hereunder promptly,but shall not be responsible for delays or failure to respond by reason of busy telephone facilities,failure of telephone equipment,or failure of telephone lines due to weather or other conditions,or otherwise for any conditions beyond the control of Company. 8. SERVICE CALLS: 8.1 In the event Company's representative issent to the Client's premises in response to a service call or alarm signal caused by the Client improperly following operating instructions or failing to close or properly secure a window,door,or other protected access or area,or to silence an alarm when a person specifically designated in the Client's Authorization Schedule cannot be located to silence said alarm,there shall be an additional service charge to the Client. • 9. FALSEALARMS: 9,1 In the event Client shall cause an excessive numberoffalse alarms through the carelessness of Client or the malicious or accidental use of the alarm system or in the event Client shall in any manner misuse or abuse the alarm system,it shall constitute amaterial breach of this agreement on the part of Client and Companymay,at its option,in addition to all other legal remedies,be excused from further performance upon the giving of ten(10)days written notice to Client. Company's excuse from performance will not affect Company's right to recover damages from Client. In the event a fine,penalty or fee shall be assessed against Company by any governmental or municipal agency as a result of any false alarm originating from Client's premises,Client agrees to forthwith reimburse Company for payment of the said false alarm fine,penalty or fee. In the event Company shall dispatch an agent to respond to a false alarm originating front Client's premises,where Client intentionally or negligently activates the alarm system and no emergency condition exists, then and lit that event Client is to pay Company the sum set by Company according to its schedule of charges at the time of the false alarm. 9.2 In the event that Client's burglar alarm dispatch rights are suspended or placed on non-priority status by the police or other governmental agency due to an excessive number of false alarms,Client agrees that Company may require Client to give verbal approval of all alarm dispatches and that such dispatches be delayed until such approval can be obtained so long as such suspension or non-priority-exists.