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HomeMy WebLinkAboutContractAGREEMENT FOR ALARM SYSTEM MANAGEMENT SERVICES THIS AGREEMENT, dated for reference purposes only as April 24, 2023, is by and between the City of Renton (the “City”), a Washington municipal corporation, and CentralSquare Technologies, LLC (“Consultant” or “CentralSquare”), a Florida limited liability company. The City and the Consultant are referred to collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement is effective as of the last date signed by both parties. 1. Scope of Work: Consultant agrees to provide a complete false alarm management program as specified in Exhibit A, which is attached and incorporated herein and may hereinafter be referred to as the “Work.” 2. Changes in Scope of Work: The City, without invalidating this Agreement, may order changes to the Workconsisting of additions, deletionsor modifications.Any such changes to the Work shall be ordered by the City in writing and the Compensation shall be equitably adjusted consistent with the rates set forth in ExhibitAor as otherwise mutually agreed by the Parties. 3. Time of Performance:Consultant shall commence performance of the Agreement pursuant to the schedule(s) set forth in Exhibit A. All Work shall be performed by no later than December 31, 2026. 4. Compensation: A. Amount. Total compensation to Consultant for Work provided pursuant to this Agreement shall not exceed $99,000, plus any applicable state and local sales taxes, without an amendment to the Agreement. Compensation shall be paid based upon a percentage of revenue collected in accordance with the Work, based upon Work actually performed, according to the rate(s) or amounts specified in Exhibit A. The Consultant agrees that any rate charged by it for its Work shall remain locked at the negotiated rate(s) unless otherwise agreed to in writing or provided in Exhibit A. Except as specifically provided herein, the Consultant shall be solely responsible for payment of any taxes imposed as a result of the performance and payment of this Agreement. B. Method of Payment. On a monthly or no less than quarterly basis during any quarter in which Workisperformed, the Consultant shall submit a voucher or invoice in aform specified by the City, including a description of what Work has been performed, the         CAG-23-317 PAGE 2 OF 15 name of the personnel performing such Work, and any hourly labor charge rate for such personnel. If the Consultant’s performance does not meet the requirements of this Agreement, the Consultant will correct or modify its performance to comply with the Agreement. The City may withhold payment for work that does not meet the requirements of this Agreement. C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by the City of any remedies it may have against the Consultant for failure of the Consultant to perform the Work or for any breach of this Agreement by the Consultant. D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City shall not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. Termination: A. The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten(10) calendar days’ notice to the Consultant in writing. In the event of such termination or suspension, all finished or unfinished documents, data, studies, worksheets, models and reports, or other material prepared by the Consultant pursuant to this Agreement shall be submitted to the City, if any are required as part of the Work. B. In the event this Agreement is terminated by the City, the Consultant shall be entitled to payment for all hours worked to the effective date of termination, less all payments previously made. If the Agreement is terminated by the Cityafter partial performance of Work for which the agreed compensation is a fixed fee, the City shall pay the Consultant an equitable share of the fixed fee. This provision shall not prevent the City from seeking any legal remedies it may have for the violation or nonperformance of any of the provisions of this Agreement and such charges due to the City shall be deducted from the final payment due the Consultant. No payment shall be made by the City for any expenses incurred or work done following the effective date of termination unless authorized in advance in writing by the City. 6. Warranties And Right To Use Work Product: Consultant represents and warrants that Consultant will perform all Work identified in this Agreement in a professional and workmanlike manner and in accordance with all reasonable and professional standards and laws. Compliance with professional standards includes, as applicable, performing the Work in compliance with applicable City standards or guidelines (e.g. design criteria and         PAGE 3 OF 15 Standard Plans for Road, Bridge and Municipal Construction). Professional engineers shall certify engineering plans, specifications, plats, and reports, as applicable, pursuant to RCW 18.43.070. Consultant further represents and warrants that all final work product created for and delivered to the City pursuant to this Agreement shall be the original work of the Consultant and free from any intellectual property encumbrance which would restrict the City from using the work product. Consultant grants to the City a non- exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and display all final work product produced pursuant to this Agreement. The City’s or other’s adaptation, modification or use of the final work products other than for the purposes of this Agreement shall be without liability to the Consultant. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Record Maintenance: The Consultant shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Work provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six years after the termination of this Agreement. The Consultant agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 8. Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, Consultant shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Consultant believes said records need to be protected from disclosure, it may, at Consultant’s own expense, seek judicial protection. Consultant shall indemnify, defend, and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a Public Records Act request for which Consultant has responsive records and for which Consultant has withheld records or information contained therein, or not provided them to the City in a timely manner. Consultant shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement. 9. Independent Contractor Relationship: A. The Consultant is retained by the Cityonly for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Consultant and the City during the period of the Work shall be that of an independent contractor, not employee. The Consultant, not the City, shall have the power to control and direct the         PAGE 4 OF 15 details, manner or means of Work. Specifically, but not by means of limitation, the Consultant shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the Scope of Work or where scheduling of attendance or performance is mutually arranged due to the nature of the Work. Consultant shall retain the right to designate the means of performing the Work covered by this agreement, and the Consultant shall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however, that any contract so made by the Consultant is to be paid by it alone, and that employing such workers, it is acting individually and not as an agent for the City. B. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to Consultant or any employee of the Consultant. C. If the Consultant is a sole proprietorship or if this Agreement is with an individual, the Consultant agrees to notify the City and complete any required form if the Consultant retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Consultant’s failure to do so. 10. Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless the City, elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or omissions of the Consultant in its performance of this Agreement or a breach of this Agreement by Consultant, except for that portion of the claims caused by the City’s sole negligence. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate…) then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees and volunteers, Consultant’s liability shall be only to the extent of Consultant’s negligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitute Consultant’s waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties         PAGE 5 OF 15 have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 11. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance with the City’s Code of Ethics and state law, the Consultant shall not give a gift of any kind to City employees or officials. Consultant also confirms that Consultant does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in selecting the Consultant, negotiating or administering this Agreement, or evaluating the Consultant’s performance of the Work. 12. City of Renton Business License: Unless exempted by the Renton Municipal Code, Consultant shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: https://www.rentonwa.gov/Tax Information regarding State business licensing requirements can be found at: https://dor.wa.gov/doing-business/register-my-business 13. Insurance: Consultant shall secure and maintain: A. Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. B. In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the purpose of this section, shall mean any Work provided by a licensed professional or Work that requires a professional standard of care. C. Workers’ compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be any use of Consultant’s vehicles on the City’s Premises by or on behalf of the City, beyond normal commutes.         PAGE 6 OF 15 E. Consultant shall name the City as an Additional Insured on its commercial general liability policy on a non-contributory primary basis. The City’s insurance policies shall not be a source for payment of any Consultant liability, nor shall the maintenance of any insurance required by this Agreement be construed to limit the liability of Consultant to the coverage provided by such insurance or otherwise limit the City’s recourse to any remedy available at law or in equity. F. Subject to the City’s review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before performing the Work. G. Consultant shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. 14. Delays: Consultant is not responsible for delays caused by factors beyond the Consultant’s reasonable control. When such delays beyond the Consultant’s reasonable controloccur, the City agrees the Consultant is not responsible for damages, nor shall the Consultant be deemed to be in default of the Agreement. 15. Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 16. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested, or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt. Email and telephone may be used for purposes of administering the Agreement,but should not be used to give any formal notice required by the Agreement. CITY OF RENTON Jeff Hardin, Deputy Chief 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-7686 Email: jhardin@rentonwa.gov CENTRALSQUARE TECHNOLOGIES Ryan Northrup, General Counsel 1000 Business Center Dr. Lake Mary, FL 32746 Phone:407-304-3235 Email: legal@centralsquare.com         PAGE 7 OF 15 17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Consultant agrees as follows: A. Consultant, and Consultant’s agents, employees, representatives, and volunteers with regard to the Work performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Work or any other benefits under this Agreement, or procurement of materials or supplies. B. The Consultant will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C. If the Consultant fails to comply with any of this Agreement’s non-discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D. The Consultant is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. 18. Miscellaneous:The parties hereby acknowledge: A. The City is not responsible to train or provide training for Consultant. B. Consultant will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibits. C. Consultant shall furnish all tools and/or materials necessary to perform the Work except to the extent specifically agreed within the attached exhibits. D. In the event special training, licensing, or certification is required for Consultant to provide Work he/she will acquire or maintain such at his/her own expense and, if Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform         PAGE 8 OF 15 the Work, said employee/sub-contractor/assignee will acquire and or maintain such training, licensing, or certification. E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to other entities, so long as there is no interruption or interference with the provision of Work called for in this Agreement. F. Consultant is responsible for his/her own insurance, including, but not limited to health insurance. G. Consultant is responsible for his/her own Worker’s Compensation coverage as well as that for any persons employed by the Consultant. 19. Other Provisions: A. Approval Authority. Each individual executing this Agreement on behalf of the City and Consultant represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or Consultant. B. General Administration and Management. The City’s project manager is Jeff Hardin. In providing Work, Consultant shall coordinate with the City’s contract manager or his/her designee. C. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D. Conflicts. In the event of any inconsistencies between Consultant proposals and this Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. To the extent a Consultant prepared exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which it is referenced, the terms in the body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. E. Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Consultant and all of the Consultant’s employees shall perform the Work in accordance with all applicable federal, state, county and city laws, codes and ordinances. F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the         PAGE 9 OF 15 other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. Consultant hereby expressly consents to the personal and exclusive jurisdiction and venue of such court even if Consultant is a foreign corporation not registered with the State of Washington. H. Severability. A court of competent jurisdiction’s determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. I. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. J. Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Work is essential to the Consultant’s performance of this Agreement. K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Parties and no one else. L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement, and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of the Agreement. M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either the City or Consultant from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing.         PAGE 10 OF 15 N. Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. CITY OF RENTON By:_____________________________ CONSULTANT By:____________________________ Armondo Pavone Mayor, City of Renton Ron Anderson Chief Sales Officer, CentralSquare Technologies _____________________________ Date _____________________________ Date Attest _____________________________ Jason A. Seth City Clerk Approved as to Legal Form By: __________________________ Alex Tuttle Senior Assistant City Attorney Contract Template Updated 5/21/2021         9-6-2023 Approved by Alex Tuttle via 8/9/2023 email PAGE 11 OF 15 EXHIBIT A SCOPE OF SERVICES Section I – Duties and Responsibilities A. CentralSquare Responsibilities: 1. At the beginning of the project, electronic conversion/import to CentralSquare computer server(s) of any CITY alarm program records required to support the proposed CentralSquare services. These records may contain historical CITY alarm business, alarm system location, responsible party and other alarm data previously developed by or for CITY. CentralSquare shall obtain this data directly from CITY and relies on the CITY for the accuracy and completeness of any such historical data; 2. Update alarm business, alarm system location and responsible party information and renew permits and alarm registrations in accordance with the CITY’s Alarm Ordinance (City of Renton Ordinance 5886; hereafter, “the Ordinance”). Updated information may be processed by mail, electronically and / or online; 3. Register, renew and bill the registration of alarm systems in accordance with the Ordinance. Registrations and renewals may be processed by mail, telephone, electronically and / or online. Notices related to registration may be sent by email or mail based on the alarm user contact information maintained; 4. Import daily into CentralSquare’s CryWolf®alarm billing system, alarm incident data (in formats prescribed by CentralSquare) extracted by the CITY from the CITY’s Tiburon CAD System; 5. Create and host a dedicated, secure (SSL encrypted) CITY Alarm Program website for CITY citizens and businesses to obtain false alarm reduction educational information, review alarm Ordinance and appeal requirements, access and update alarm account information, and pay alarm fees online if preferred. This website will be linked by the CITY to the CITY website if desired; 6. Initialize, maintain, secure and back-up Program databases including alarm business, alarm system location and incident data; alarm-related financial transactions and accounts receivable information. CentralSquare will comply with the provisions of the Ordinance, and update Program business rules to comply with Ordinance changes as supported by the CentralSquare software; 7. Process false alarm incident data, including the matching of false alarm incidents with the alarm system location database maintained by CentralSquare;         PAGE 12 OF 15 8. Bill and correspond with alarm businesses and alarm users in accordance with the Ordinance provisions. This will include but may not be limited to invoices and delinquent payment notices. A warning notice will be sent to each alarm user on the occasion of the alarm user’s first false alarm immediately preceding the first chargeable alarm incident. Warning notices may be sent by mail, email or other electronic method based on the alarm user’s accepted contact method(s); 9. Provide alarm users residing within CITY with access to online information on false alarm reduction and Ordinance requirements to include an Online Alarm School. 10. Answer telephone inquiries from alarm users residing within CITY that are placed to a false alarm program toll-free customer service number established for the CITY; 11. Process fees / penalty payments and apply these payments to alarm accounts; 12. Support alarm hearings and appeals by notifying the CITY of any such appeals, providing a CITY Alarm Program representative with documentation supporting noticing / billing decisions; and updating the system with the disposition of any hearing results; 13. Provide and maintain computer equipment, software, mailing equipment and furniture at CentralSquare's Program processing facilities; 14. Provide the CITY secure (SSL encrypted), online, on-demand access to alarm management information, records, and reports including, but not limited to, alarm account transaction history, alarm system information, CryWolf Web Services and financial transactions/balances with format and content specified by the CryWolf®Alarm Management System and the designated Bank, and agreed on between the CITY and CentralSquare; and further, provide CITY with electronic copies of any of the aforementioned information, records, and reports, as well as any metadata upon request of CITY. 15. Perform special collection functions as directed and authorized by the CITY such as retaining a third party collection agency or providing delinquent account information to other CITY agencies. To the extent permitted by law, third-party collection fees will be added to the delinquent amounts. 16. CentralSquare will work directly with Valley Communications to extract alarm call incident data from the Tiburon CAD System and transferring this data electronically to CentralSquare (via CentralSquare's FTP site). The data extraction format will be provided by CentralSquare and CentralSquare will provide Valley Communications with additional software for automating the daily transfer of alarm incident files to CentralSquare.         PAGE 13 OF 15 CentralSquare is responsible for all costs of carrying out these responsibilities including, but not limited to, the costs of staff, facilities, equipment, consumable supplies. Only third-party bank and credit card fees, mailing supply costs (paper and envelopes), first class postage, third party collection costs (if any), e.g. collection agency fee, and citizen overpayments, if any, will be shared by the parties through payment from gross collections before revenue sharing. B. CITY Responsibilities 1. Appointing a CITY Alarm Administrator (“Administrator”) and backup administrator who will be the primary points of contact between CentralSquare and the CITY. The Administrator(s) is responsible for overseeing CentralSquare’s operation of the False Alarm Management Services Program (“Program”) and accessing Program information, as needed, via CentralSquare provided online access; 2. Requesting or supporting CentralSquare’s requests of Alarm Companies, as needed, to provide alarm system information; 3. Making any and all decisions about alarm call response, determining whether calls are false alarms, providing any on-scene communication of alarm related information to alarm users, and for entering any alarm related information within the CITY Tiburon CAD system; 4. The CITY will be responsible for providing daily transfer of alarm incident files to CentralSquare if Valley Communications is unable. 5. Scheduling, conducting and making appeal decisions for any false alarm hearings, to be determined by the Ordinance; 6. Conducting any general public education programs on false alarms, at the CITY’S sole discretion; and, 7. Transferring any and all financial information from the Program generated alarm reports to other CITY financial systems, as needed. The CITY is responsible for all costs of carrying out the CITY’s responsibilities, including, but not limited to the costs of staff, facilities, computer equipment and consumable supplies. Section II – Payment Terms A. Revenue Sharing Percentage For the provision of all Services and technology outlined in this Contract, CentralSquare shall obtain payment exclusively from the revenues CentralSquare helps generate. There shall be no         PAGE 14 OF 15 upfront systems development, licensing, conversion, equipment, travel, support or other costs. CentralSquare shall purchase, configure, install, and customize all systems and processes CentralSquare requires to provide the Services described herein. CentralSquare’s Revenue Share is 33%. The only amounts that shall be paid from the total collected revenue and subtracted from the total collected revenue before the revenue sharing percentages are applied are: 1. Any overpayments by alarm users to be refunded or held for application against future charges, as directed by the CITY; 2. Bank fees charged by CentralSquare’s-approved lockbox bank; 3. Correspondence mailing costs (envelopes and paper) including postage (at first class postage rates); and 4. Third-party credit card processing charges, if any. Any certified mail requirements will be billed separately on a monthly basis and will not be subject to the revenue share division. The revenue share percentages are based on several assumptions over which CentralSquare has little or no control: x The Ordinance fee and fine schedules remain at levels equal to or greater than at the Contract effective date; x The CITY adopts a fair approach to granting appeals. Appeals and CITY waived charges are expected to reduce collections by no more than 5% annually; and x The CITY actively supports enforcement of the Alarm Ordinance, including support of reasonable measures to collect all amounts due for violations of the Alarm Ordinance. B. Revenue Share Payment Process CITY and CentralSquare agree as follows: 1.All false alarm related fee collections from any payment method, including but not limited to bank lockbox and online credit card, shall be deposited, as soon as practical, in a False Alarm Bank Account (“False Alarm Account”) established and maintained by CentralSquare 2.CITY and CentralSquare agree to maintain a positive balance of available funds (“Minimum Balance”) at all times in the False Alarm Account; 3.At the beginning of each month, CentralSquare will reconcile the alarm related deposits for the most recent completed month and report the same to CITY. Upon CITY’s approval,         PAGE 15 OF 15 CITY and CentralSquare shall authorize and cause the issuance of electronic (ACH) transfers to CITY and to CentralSquare as follows: a.With regard to the transfer to CentralSquare, the amount will be calculated for CentralSquare based on the Revenue Share described above. That amount, not to exceed 33% of the revenue collected during the preceding month, shall be transferred to a bank and account authorized by CentralSquare; and, b.The remaining balance of the revenue collected during the preceding month of no less than 67%, shall be transferred to a bank and CITY account specified by CITY. 4.At the termination of this Contract, any remaining balance shall be transferred to CentralSquare and to CITY on the same prorata basis, e.g. 33% and 67% respectively. And any uncollected accounts will be transferred in their entirety to the CITY. 5.CITY is a Washington municipal corporation and all financial obligations extending beyond the current fiscal year are subject to funds being budgeted and appropriated therefore, at the sole discretion of CITY’S elected officials. C. Delinquent Account Terms The parties shall define a mutually agreeable process and methods for collecting amounts due from delinquent accounts. If organizations other than the CITY and CentralSquare are retained to collect overdue amounts, the parties agree that the collection costs shall to the extent permitted by State of Washington law be added to the delinquent amounts owed by alarm system users or be borne by the parties on a pro-rata basis by deducting the third party collection fees from the gross third party collections before the revenue shares are calculated.