Loading...
HomeMy WebLinkAboutVACANT PROPERTY SPECIALIST (VPS)1119 t111ANCL ON FILE ORK AIAy PROCEED F [ lrC4YV geL ffd8U�8tPU�EEXPIM CLERKOF COUNCIL Vacant Property Security LLC Service Agreement QAlt,. ®a ` 3 i —17 ox WVPS The Vacant Property Specialists Correspondence Mailing Address: Vacant Property Security LLC Credit Department 1230 Veterans Highway Suite F3 Bristol, PA 19007 Phone: (310) 280-6150 Fax: (866) 553-8036 Email: Chris.Henry@VPS360.com N-2017-227 For Office Use Only �_ m Prepared By Chris Henri Email Chris.Henlr@VPS360.com Cell Number -(310)280-6160 Existing Customer# NEW CUSTOMER Date Of Order 10130/2017 Site Number Customer Type Commercial Se ment Government Service Center Los Angeles Remit To Address: Vacant Property Security LLC PO BOX 1177 Bristol, PA 19007 Site Address: 2530-2550 N Grand Ave. Site Contact: Mr, Sergio Verino Unit No: Contact Position: Code Enforcement Supervisor City, State, Zip: Santa Ana, CA 92705 Contact Phone No: County: Orange Contact Email: sverino cants-sna.or The amount of the Sales Tax may vary during the life of the contract, in Is the organization exempt from Sates Tax: If claiming exemption please provide the tax exemption accordance with legislation. Lessee shall pay any sales, use or other transfer taxes that may be applicable to the services provided including any tax certification to VPS LLC's Customer Services department with assessed on subsequent audit of the books of accounts and shall fully this contract - see above for contact details. Orders will not be indemnify and hold the Company harmless for any and all claims obligations accepted until proof of certification Is received. and liabilities relating to such taxes, and for any fees, penalties and interest w that become due as a result of Lessee's failure to comply with these terns. Method of Payment for Installation: Business Information Invoicing Direct Contact Customer: City of Santa Ana Invoicing Contact: Contact Name: Contact Position: Contact Position: Phone No: Address 1: 20 Civic Center Plaza Contact Email: Address 2: PO Box 1988 Invoicing Address City: Santa Ana Address 1: 20 Civic Center Plaza s State: CA Address 2: PO Box 1988 Zip Code: 92702 City & State: Santa Ana, CA Phone No: (714) 835-3200 Zip Code: 92702 Email: Invoice Email: Initial Term Of Rental: Recurring Term Of Rental: 1 Is a Purchase Order required for all Invoices to be paid? (Yes or No) 0 1 PO# I 1 Months) Months) The first invoice will cover the minimum term and includes installation and removal fees as detailed overleaf and relevant service charges. The initial rental term cannot be prorated. Our payment terms are outlined in clause 4 in the Terms and Conditions. I accept this Agreement. I read & understand the associated Terms & Conditions and confirm that I have the authority to commit on behalf of City of Santa Ana. Signed: 5-&u '-& Ica AJ Date: Print Name: Position: City of Santa Ana 10/30/2017 NewCommercialAgreements 10.11 v9 *VP5 The Vacant Property Specialists Vacant Property Security LLC Service Agreement Please note if the Authorized Agent is not on site at the time of the installation, this signed', document will serve as authorization for Vacant Property Security LLC to carry out any changes to equipment, as documented on the VPS work order. Please note the following charges will apply if incured to complete client's request: Overtime $125.00 per hour Same Day Service Fee $250.00 per visit Transfer Fee $150.00 one time fee Service Fee $80.00 one time fee Removal/ Reinstall of Equipment $80.00 per hour Door and Alarm Code Chanqes $80.00 per site request Description of Recurring Services Rental Term Single Item Cost Quantity Per Term Location of Product Total Door - Coded 1 Month(s) $45.005 $225.00 Security Screen 1 Months $18.00 25 $450.00 Install Security Doors One Time 5 $200.00 Install Security Screens One Time 25 $500.00 ROUTINE INVOICING IS 1 Month s)AFTER INITIAL 1 Month(s) TERM Sub Total of services $1,375.00 RECURRING RENTAL RATE $675.00 RECURRING TAX $52.31 TAX 1 7.7500% $52.31 RECURRING INVOICE $727.31 Total Initial Invoice $1,427.31 Comments: VPS Securing term automatically renews. Terms are not pro -rated. Please notify VPS immediately of any change of management or ownership of the subject property. VPS does not re -install window coverings (bars, wood, etc.) once removed. VPS may drill pilot holes if necessary. Services to be billed on final invoice Price Service: Service: ��� Service: Subtotal $0.00 Site Address - 2530.2550 N Grand Ave. - Santa Ana, CA 92705, Orange ! confirm that this is the _ INTI'ALS'� agreed upon services, terms and prices City of Santa Ana 10/30/2017 NewCommercialAgreements 10.11 v9 CITY OF SANTA ANA FINANCE & MANAGEMENT SERVICES AGENCY N-2017-227 PURCHASE ORDER CONTRACT 4815-1 SHOW NUMBER ON ALL PACKAGES, INVOICES AND RELATED DOCUMENTS Vendor 60075 Estimated AS NEEDED FOB DESTINATION Effective Date 10/01/2017 Delivery Date Source of Blanket Terms Quotation REQ 32247 End Data 01/31/18 NET 30 V VACANT PROPERTY SECURITY LLC E 350 HIGHLAND DR. STE. 100 N D LEWISVILLE TX 75067 0 R PHONE: (800)918-9100 MAIL INVOICES T0: CITY OF SANTA ANA ACCOUNTS PAYABLE M-16 20 CIVIC CENTER PLAZA, RM 429 SANTA ANA, CA 92701 EMAIL INVOICES TO: PURCHASING—AP@santa-ana.org CONTRACT FOR: VPS SECURING SYSTEM DOORS & SCREENS ONE-TIME INSTALLATION & 3 -MONTH LEASE OF EQUIPMENT CONTRACT TERM: 10/01/17-01/31/18 PROPERTY LOCATIONS & PRICING: 310 S. MAIN ST.......................ONE-TIME INSTALLATION (NT) $ 160.00 MONTHLY LEASE (T) $ 153.00 SALES TAX (7.75°%) $ 11.86 FIRST MONTH $ 324.86 SUBSEQUENT MONTHLY LEASE $ 164.86 1815 S. MAIN ST.....................ONE-TIME INSTALLATION (NT) $ 200.00 MONTHLY LEASE (T) $ 189.00 SALES TAX (7.75%) $ 14.65 FIRST MONTH $ 403.65 SUBSEQUENT MONTHLY LEASE $ 203.65 2530-2550 N. GRAND AVE...... ONE-TIME INSTALLATION (NT) $ 180.00 MONTHLY LEASE (T) $ 189.00 SALES TAX (7.75%) $ 14.65 FIRST MONTH $ 383.65 SUBSEQUENT MONTHLY LEASE $ 203.65 CITY CONTACT: SERG10VERINO— CODE ENFORCEMENT SUPERVISOR -(714)667-2716 MARIO ESPINDOLA— MANAGEMENT AIDE - (714) 667-2717 VPS CONTACT: CHRIS HENRY— REGIONAL SALES MANAGER - (310) 280-6150 VENDOR BILLING; INSTRUCTIONS: t. Invoice the City of Santa Ana and mail to: CITY OF SANTA ANA PURCHASING DIV. M-16.20 CIVIC CENTER PLAZA, SANTA ANA, CA 92701 • ' 2. Invoices must reference the purchase order number ' showing quantities, description, Units and unit price. •�•�' ' 3. Freight charges, when authorized, shall be prepaid and added to the invoice as a separate item. 4. OUT OF STATE VENDOR: California seller's permit or Certificate of Registration - Use Tax, is required to VENDOR'S COPY collect tax, otherwise the city will pay direct. Purchasing ..i Manager: NOT TO EXCEED $25,000 Bever DON STOCKER (REQUIRED IF OVER $6.000) INSURANCE ON FILE WORK MAY PROCEED N-2017-227 UNTIL INSURANCE EXPIRES �- 3-I3 CLERK OF COUNCIL C� DATE: /0 or,vc Included by Reference to PO -25 —Order No. 4815-1 VACANT PROPERTY SECURITY LLC - MASTER EQUIPMENT & SERVICES TERMS & CONDITIONS 1. DEFINITIONS & INTERPRETATION 1.1 Definitions: Affiliates: a person's employees, agents, nominees, sub -contractors and anyone acting at their instruction, including any director, manager, member, managing member, general partner or officer, excluding in each case another Party. Alarm System: the wireless alarm system VPS agrees to provide which may include one or more of the following: alarm units, passive infra -red sensors orsimilar devices, PID Keys; and/or other devices designed to operate in conjunction with any of them. Business Day: any day except Saturday, Sunday and public holidays. Business Hours: 9 am to 5 pm Central Standard Time on a Business Day. Charges: the amounts payable by the City in respect of or in connection with the provision of Equipment/Service under a Contract. Claims: means all claims, losses, liabilities, damages, costs, expenses (including attorney's fees) and interest whether arising in/under contract, tort (including negligence), statute or otherwise. Confidential Information: information (whether written, oral or in an electronic format) supplied by a Party or its Affiliates which relates to that Party or its Affiliates and is commercially sensitive and expressed to be confidential; by its nature should be considered to be confidential; is a trade secret; or relates to intellectual property rights. Contract: an agreement, including these Terms and any applicable Order Form(s), between the City and VPS in respect of the provision of Equipment and/or Services by VPS at a Site. Controlled Premises: any land, buildings and/or premises which are underthe City's control and are adjacent to or contiguous with a Site. City; the City of Santa Ana. Equipment: the alarm system, temporary security doors, window screens and/or any other equipment/products or services which VPS agrees to provide. Initial Fee: a non-refundable amount specified in an Order Form, or otherwise communicated by VPS, which may be all or only part of the Charges in respect of the provision of the Equipment/Services. Initial Rental: a non-refundable amount specified in an Order Form, or otherwise communicated by VPS, which may be all or only part of the Charges in respect of the provision of the Equipment/Services. The initial rental is part of the initial fee. Monitoring Service: the monitoring of the alert status of an Alarm System by VPS on a 24 hour basis and the provision of notifications to the City in the event of unauthorized access to or flood at a Site. Order Form: an orderform issued by VPS in respect of the proposed provision of Equipment/Services, Parties: VPS and the City together. Any reference to a Party is to one of them. Personal Property: any personal property (including the fixtures and fittings of any building) which is located at a Site or Controlled Premises. PID Key: a hand held device designed to activate/deactivate an Alarm System. Recurring Rental: a non-refundable amount specified in an Order Form, or otherwise communicated by VPS, which may be all or only part of the Charges In respect of the provision of the Equipment/Services. The initial rental is part of the initial fee. Service Date: the date, as communicated by VPS to the City, on which the supply of Equipment/Services under a Contract is scheduled to commence, Services: any services, which VPS agrees to provide, which relate to and/or are supplied in connection with any Equipment or vacant property. Service Period: the period under a Contract (ending no later than expiry/termination of that Contract) during which VPS agrees to provide Equipment/Services. Site: the property or properties to be secured specified in an Order Form. Terms: the provisions set out in this document. VPS: Vacant Property Security LLC, a Delaware limited liability company (d/b/a VPS). 2. PURPOSE AND UNDERSTANDING 2.1 The Terms and Conditions as set forth below are exclusive and in lieu of all other terms and conditions appearing on City's application to rent or elsewhere, and apply to all quotations made and orders accepted by VPS, unless specifically stated to the contrary on the face of this or the rental order or quotation. VPS is not responsible for typographical or clerical errors made in any quotation, orders or publications. All such errors are subject to correction. 3. ORDERS & INSTALLATION 3.1 VPS shall only be bound by an Order Form which has been accepted and signed by the City without amendment and then confirmed by VPS either in writing or by commencing supply of the relevant Equipment and/or Services. VPS accepts no responsibility for the accuracy of orders, instructions or information given by the City or the City's Affiliates. 3.2 The City, after carefully inspecting the equipment, acknowledges receipt thereof in good condition and agrees to return it in the same condition as received, ordinary wear and tear excepted. 3.3 VPS shall specify a Service Date, notify the City accordingly and take reasonable steps to supply the Equipment/Services on the Service Date. Once an Alarm System has been installed pursuant to the terms of an Order Form the City is responsible for setting, de -activating and re -activating the Alarm System. Operating instructions supplied by VPS shall be followed by the City. The City shall immediately report any Equipment failure to VPS, VPS shall not be liable for any Claims to the extent that they arise as a result of or in connection with City's failure to follow any such operating instructions. 3.4 Pursuant to City's obtained court order, VPS may enter the Site and any Controlled Premises without notice at anytime from and including the Service Date for all reasonable and proper purposes in connection with a Contract including (but not limited to) installation, inspection, maintenance, repair, replacement and/or removal of Equipment, the provision of Services and the exercise of rights under these Terms. 3.5 VPS shall be entitled to use reasonable force to gain access to a Site or Controlled Premises. VPS may attach warning signs/notices within, on and/or at the boundary points of the Site to direct attention to the presence of its Equipment and/or the supply of Services. Access/forced entry under these Terms, attaching signs/notices and/or the provision of Equipment/Services at a Site may result in loss/damage to Personal Property. Subject to the express provisions of these Terms, VPS will not be liable for damage to Personal Property, personal injury, illness or other loss, including, but not limited to, as related to water intrusion, mold, fungi, wet or dry rot or bacteria that may result from installation of Equipment and Services provided. The City agrees that this is fair and reasonable in the circumstances and VPS shall not be liable for any Claims to the extent that they arise as a result. 3.6 If an Order Form specifies, VPS will issue the City and/or its Affiliates with an agreed number of PID Keys, keys or entry codes. Additions/replacements will be supplied at an extra Charge. The City shall take all reasonable steps to ensure thatthe PID Keys, keys and entry codes issued under this section are not lost, stolen or used by an unauthorized person and must immediately notify VPS if any of these occur. VPS is not liable for any Claims to the extent that they arise from or are connected with any PID Key, key or entry code issued to the City or its Affiliates. 3.7 VPS shall provide the Monitoring Service during the Service Period as set forth in an Order Form. The cost involved is included in the Charges forthe Alarm System. VPS shall use the City's contact details in the Order Form for the purposes of Alarm System notifications in respect of a Site and will take reasonable steps, as determined in VPS's sole discretion, to notify the City and relevant Persons of all relevant Alarm System activations at such Site. The City's contact information may be changed by prior written notice to VPS. VPS is not obliged to contact emergency services and shall not be liable for any Claims to the extent that they arise from contact or non -contact with emergency services. If agreed with the City in an Order Form, VPS will take reasonable steps, as determined in VPS's sole discretion, to arrange for Site response to any relevant Alarm System activation as soon as reasonably possible, as determined in VPS's sole discretion. All such responses will constitute an additional Service and shall incur an additional Charge to the City, such Charge to be detailed in the applicable Order Form. False activations caused by the City or the City's Affiliates and where VPS has arranged for Site response service will incur an additional Charge forthe service as set forth in the Order Form, 3.8 The proper working of each Alarm System is subject to availability of an adequate cellular network at the Site. Alarm Systems may generate sound in excess of 120 decibels and the City is responsible for all noise generated at the Site, VPS shall not be liable for any Claims to the extent that they arise from or in connection with the adequacy, absence or continuity of a cellular network signal or noise generated at the Site. 3.9 Neitherthe City nor its Affiliates shall or shall attempt to tamper with, move, re -locate, refit, disassemble, repair, service, reverse engineer or damage any Equipment. Any breach of this provision shall release VPS from all obligations and warranties in respect of the relevant Equipment and Services. 3.10 Where VPS believes that a Site or any Personal Property is dangerous or presents an unreasonable health and safety risk, VPS may suspend performance of any or all of its obligations under the relevant Contract until such time as the Site and Personal Property have been made reasonably safe by the City. Claims incurred by the City in connection with the foregoing shall be at the City's expense. 4. PRICES & PAYMENT 4.1 Time for payment of any Charges shall be the essence of this agreement. 4.2 The Charges are referred to in VPS's price list as of the date of the relevant Order Form, but where a specific quotation/price list is sent by VPS to the City and such list has been accepted and signed by the City without amendment and then confirmed by UPS either in writing or by commencing supply of the relevant Equipment and/or Services, then that specific quotation/price list shall apply to the relevant Order Form and become a part of such Order Form, All Charges stated exclude sales or similar taxes all of which the City shall pay as shall be indicated on the final Order Form. Where the City requires a same day installation or where work is required outside Business Hours an additional Charge will be made. 4.3 All Equipment is supplied for a minimum period equal to the rental period stated in the Order Form at the start of the Contract. On or before seven (7) days prior to the expiration of the initial term of the rental agreement, the City shall provide written notice to VPS as to their intention to cancel the rental agreement at the end of the stated term. 4.4 VPS may vary its Charges at any time by notice from VPS and such new Charges shall apply with effect starting 30 days after VPS's delivery of such notice to the City. After delivery of such a notice, the City may terminate a Contract to which it applies at any time before the new Charges takes effect and in such circumstances section 4.3 shall not apply, but termination of any Contract as permitted under this Section 4.4 shall not affect any other rights/remedies which shall have accrued prior to such termination. 4.5 The City shall pay the Initial Fee prior to the Service Date, Remaining and periodic Charges shall be paid weekly or monthly in advance as agreed by VPS, Any additional Services provided from time to time which are not covered in a periodic invoice may be invoiced at any time and shall be due and payable to VPS within 30 days of VPS rendering such Services. All sums payable under these Terms shall be paid by the City without setoff, retention, deduction, withholding, lien, counterclaim or other similar rights/entitlements. Upon the City's earlier termination of a Contract pursuant to section 7.1, Charges for the remainder of the minimum period shall become immediately due and payable, are non- refundable and will not be prorated. 4.6 Each invoice from VPS shall be paid by the City on or before its due date. Charges for the rental period will not be prorated. Where VPS has the right to terminate a Contract with cause as set forth in section 7.2, then all sums invoiced or payable to VPS under that and/or any other Contract (including any Charges for the remainder of the minimum period) shall become immediately due and payable. Payment of charges when due is an essential term. 4.7 The City shall be in breach of a Contract in all cases where the City does not have an agreed credit account with VPS and/or falls to pay the Initial Fee or any Charges when due, such payment is rejected or the City is in arrears under the agreed upon Terms of a Contract. 4.8 If the City fails to make any payment In full when due, then without affecting any other rights/remedies: (a) the City shall pay interest on a daily basis on the overdue amount from the due date to the actual payment date at a rate of 4% per annum over the Federal Reserve Bank prime loan interest rate, or 14% per annum, whichever is greater and permissible at law, and shall indemnify and reimburse VPS for all Claims arising from steps taken to collect any overdue amount; and (b) VPS shall be entitled to suspend provision of all or part of the Equipment/Services without any liability for any Claims which may arise as a result of the suspension (Charges will continue to accrue during such suspension). If a check is returned by the City's bank unpaid, a charge of $25 will be made. 4.9 If the City fails to make any payment when due or to satisfy its obligations under any other term or condition of this Contract, VPS may immediately cease providing the Services and repossess or disable the Equipment without notice. In connection with such failure, the City hereby grants VPS access to the Site and any Controlled Premises and allow it to repossess or disable such Equipment, VPS is not required to redecorate or repairthe Site or Controlled Premises as a result of ceasing Services or repossessing or disablingthe Equipment and VPS shall have no liability for any Claims with respect to or in connection with ceasing Services or repossessing or disabling such Equipment. Notwithstanding anything contained in a Contract, VPS does not waive, and retains the right to exercise, any other legal or equitable rights or remedies available to it under a Contract or otherwise, including its right to file any lien or encumbrance. 4.10 The payments for services to VPS pursuant to this Agreement shall not exceed $5,000, unless otherwise agreed upon in writing. 5. OWNERSHIP 5.1 The Equipment is, and shall at all times remain, the sole and exclusive property of VPS and the City shall have no other rights in the Equipment except as set forth in this Contract. Nothing in the Contract shall give, or be construed to give, the City any option to purchase the Equipment. 5.2 The City shall not sublease, assign, or lend the Equipment without prior written consent of VPS and shall not pledge, encumber, create a security interest in, or permit any lien to become effective on the Equipment. The City shall not permit the Equipment to be removed from its possession or be altered in any way. If any of these events takes place, the City shall be deemed to be in breach of this Contract at the option of VPS. Any purported assignment or sublease of this Contract or the Equipment by the City is void. In the event the City sells or transfers ownership of a property with the VPS Equipment still installed, the City will be liable forthe cost of the equipment. 5.3 Nothing in these Terms or any Contract is intended to or will transfertitle to or any intellectual property rights in any Equipment or Services to any person. The Equipment is supplied on a rental basis solely for the City's use and the City shall not sell, rent, loan, create any security over or in any way encumber it without prior written permission of VPS. While at the Site the Equipment is supplied at the City's risk and must be returned to VPS at the end of the Service Period in the same condition as at the Service Date, fair wear and tear excepted. 5.4 Transfer of property ownership: the City is responsible for notifying VPS of transfer of property ownership relating to the Site or the Controlled Premises in writing to either VPS's sales department or USCIientServices@vpspecialists.com as soon as such transfer is discovered. 6. WARRANTIES 6.1 The Parties agree that VPS makes no warranties, express or implies. VPS SPECIFICALLY DECLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, 6.2 The City warrants that it has not relied upon any terms, conditions, representations or warranties (express or implied) from or on behalf of VPS otherthan those set out In these Terms. In particular the City has not relied upon any assessments under section 2. 6.3 The City warrants that it shall notify VPS immediately In case of accident or damage to or theft of the Equipment or of accident or damage to persons or property to the extent such accident or damage relates in any way to the Equipment, including the use thereof. UPS will be available to service the Equipment only during its normal business hours. In the event that the Equipment is involved in an accident or is in need of repair or maintenance, the City shall permit VPS to retake possession of the Equipment with or without legal process. 6.4 The City warrants that it shall bear the sole cost and responsibility for all damage to the equipment, other than ordinary wear and tear to the extent that such damage (a) is caused by the City or its employees or agents; or (b) occurs prior to the expiration of the Service Period (except to the extent that the damages is caused by the active negligence, recklessness, or willful misconduct of VPS or its employees or agents, or by a malfunction in the equipment that is beyond the control of the City or its employees or agents. If the Equipment is stolen or damaged by the City or its employees or agents beyond repairthe City will pay for the Equipment at the cost to VPS to replace such Equipment. The City shall not have Equipment repaired without prior written permission from VPS. TERMINATION 7.1 The City may request removal of Equipment orterm! nate a Contract without cause by giving at least one (1) week's prior written notice to VPS. Termination will take effect on proper receipt of such notice by VPS, subject to the provisions of section 4.3. If the City fails to notify VPS as provided herein, the Contract, at VPS option, will renew on the same basis as outlined on page 1 of this agreement, "Duration of Rental" until cancelled by either party. 7.2 Either Party may terminate or cancel a Contract with cause with immediate effect by giving the other Party notice in the following circumstances: (a) the other Party is in material breach (includes the City's breach of any of its payment obligations) of its obligations under the Contract and either the breach cannot be corrected (includes the City's breach of any of Its payment obligations) orthe Party in breach fails to correct it within 10 Business Days after receipt of a written notice from the other Party asking for the breach to be corrected; (b) a voluntary or involuntary bankruptcy petition is filed by or against the other Party (including a petition for reorganization, extension of payment, composition or adjustment of liabilities) and is not dismissed within 15 Business Days; (c) a receiver is appointed in respect of the other Party; or (d) the other Party makes an assignment for the benefit of its creditors. Notwithstanding anything to the contrary underthese Terms or any other Contract, should VPS terminate or cancel any Contract, such termination or cancellation will discharge all existing obligations of VPS under such contract but shall in no way discharge any of VPS's rights and remedies under any Contract or otherwise available to it at law or in equity. 7.3 Where the City sells/disposes of its interest in a Site, such sale/disposition shall not terminate the relevant Contract which shall remain in full force and effect until terminated under section 7.1 or 72 7.4 If the City fails to observe or perform any of the Terms in this Contract, VPS may exercise any one or more of the following remedies: (a) terminate this agreement and take possession of and remove the Equipment from wherever located; (b) to declare the entire rent hereunder immediately due and payable and pursue all legal remedies in connection with the payment thereof; and/or (c) pursue any other remedies legally available to VPS. VPS and its agents will not be liable for any claims for damage or trespass arising out of the removal of the Equipment. 8. EFFECTS OF EXIRATION/TERMINATION 8.1 Expiration (at the end of the agreed Service Period) or termination of a Contract shall not affect any rights/remedies or Claims which have already accrued, shall not affect any other Contract, shall not entitle the City to a refund of the Initial Fee and shall not affect any rights/obligations which expressly or by implication are intended to survive expiration/ termination. 8.2 The obligation to provide the Equipment/Services shall cease with effect from expiration / termination of any Contract related thereto and VPS shall take all reasonable steps to remove/recover such Equipment. 9. FINANCING STATEMENTS 9.1 VPS is hereby authorized to file financing statements in accordance with the Uniform Commercial Code as adopted in any applicable jurisdiction from time to time, By its signature hereto, the City hereby authorizes VPS to file one or more financing continuation or amendment statements, in connection with any financing statement described in the foregoing sentence and pursuant to the Uniform Commercial Code, in form and substance satisfactory to VPS. All charges, expenses and fees VPS may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to the City as additional Charges and shall become immediately due and payable and shall be paid Immediately to VPS but in no instance later than 30 days of VPS incurring such charges, expenses or fees. 10. LIMITATION OF LIABILITY 10.1. THE CITY ACCEPTS FULL AND COMPLETE RESPONSIBILITY FOR ALL INJURIES TO PERSONS AND PROPERTY ARISING OUT OF OR IN ANYWAY RELATING TO THE EQUIPMENT FROM THE TIME THE CITY TAKES POSSESSION THEREOF UNTIL THE EQUIPMENT IS RETURNED TO AND ACCEPTED BY VPS, EXCEPT TO THE EXTENT THAT SUCH INJURIES RESULT FROM THE ACTIVE NEGLIGENCE, RECKLESSNESS, OR WILFUL MISCONDUCT OF VPS. 10.2 THE CITY ALSO AGREES TO INDEMNIFY AND SAVE VPS AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, PROCEEDINGS, COSTS, EXPENSES, DAMAGES AND LIABILITY OF ANY AND EVERY NATURE WHATSOEVER (INCLUDING REASONABLE ATTORNEYS' FEES) (COLLECTIVELY, "LOSSES") ARISING DIRECTLY OR INDIRECTLY FROM OR IN ANYWAY RELATING TO; (A) THE EQUIPMENT FROM THE TIME THE CITY TAKES POSSESSION THEREOF UNTIL THE EQUIPMENT IS RETURNED TO AND ACCEPTED BY VPS; (B) THE CITY'S FAILURE TO COMPLY WITH ANY OF ITS OBLIGATIONS UNDER THIS CONTRACT INCLUDING THOSE TRAINING AND OTHER OBLIGATIONS STATED IN PARAGRAPHS 2 AND 3 OF THIS CONTRACT; OR (C) THE CITY'S NONCOMPLIANCE WITH ANY LAW, REGULATION OR SAFETY ORDER, EXCEPT, IN EACH SUCH CASE, TO THE EXTENTTHAT SUCH LOSSES RESULT FROM THE NEGLIGENCE, RECKLESSNESS, OR WRONGFUL PERFORMANCE OR CONDUCT OF VPS, 10.3 IN ADDITION, THE CITY SHALL, AT ITS OWN COST AND EXPENSE, DEFEND VPS AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES AGAINST ALL SUITS OR PROCEEDINGS COMMENCED BY ANYONE IN WHICH ANY OF SUCH PERSONS OR ENTITIES IS A NAMED PARTY TO THE EXTENT SUCH SUITS OR PROCEEDINGS RELATE TO MATTERS REGARDING WHICH SUCH PERSONS OR ENTITIES WOULD BE ENTITLED TO INDEMNIFICATION HEREUNDER. THE CITY SHALL BE LIABLE AND RESPONSIBLE FOR ALL COSTS, EXPENSES, AND ATTORNEYS' FEES INCURRED IN SUCH DEFENSE AND/OR SETTLEMENT, JUDGMENT, OR OTHER RESOLUTION. VPS OR ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OR EMPLOYEES, AS THE CASE MAY BE, MAY ELECTTO DEFEND ANY SUCH ACTION ON ITS OR THEIR OWN BEHALF, AND THE CITY AGREES THAT ITSHALL BE LIABLE FOR ALL COSTS, EXPENSES, AND ATTORNEYS' FEES INCURRED BY SUCH PERSON OR ENTITY IN SUCH DEFENSE. THE INDEMNITIES AND ASSUMPTIONS OF RISK, LIABILITIES, AND OBLIGATIONS BY THE CITY ARISING UNDER THIS CONTRACT SHALL CONTINUE IN EFFECT AFTER THE RETURN OF THE EQUIPMENT TO VPS AND THE PAYMENT OF THE FULL RENTAL PRICE, 10.4 THE PROVISIONS OF THIS SECTION 10 SHALL APPLYTO AND BENEFIT VPS AND ITS AGENTS, EMPLOYEES, CONTRACTORS, SUBSIDIARIES, DEALERS, AFFILIATES, PARENTS (BOTH DIRECTAND INDIRECT). 10.5 The parties agree to and shall indemnify and hold harmless the non -offending party, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by the offending party's (or any contractors, subcontractors, agents, or persons acting on their behalf) recklessness, negligence or wrongful performance or conduct related to this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The offending party further agrees with respect to liability cause by them (or any contractors, subcontractors, agents, or persons acting on their behalf), to indemnify, hold harmless, and pay all costs for the defense of the non -offending party, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. The non -offending party may make all reasonable decisions with respect to its representation in any legal proceeding. 11. NOTICES - 11.1 Notices may be delivered by hand, overnight courier, email orfacsimile to the intended Party at its address set out in the Order Form or as modified by proper notice. 12. MISCELLANEOUS 12.1 Words in the singular Includes the plural and vice versa. References to gender include all genders; persons include natural persons and entitles; statutes include re-enactments, replacements and modifications; sections are to the sections of these Terms. Headings are for convenience only and do not affect interpretation 12.2 Third Parties: the Parties are the only parties to a Contract and (unless expressly stated/permitted under these Terms) they do not intend to create any incidental third party rights/beneficiaries or give any person who is not a Party any right to enforce a Contract. 12.3 Assignment: the City may not assign a Contract without prior written consent from VPS. VPS does have the right to assign this Contract or to subcontract any of its obligations under this Contract without the City's approval and without notice to the City. 12.4 Information: data supplied bythe City and its Affiliates will be stored by VPS and may be stored/backed-up out of state. Each Party shall, unless otherwise required by law, only use/disclose the other Party's Confidential Information for reasonable and proper purposes in connection with the relevant Contract. 12.5 Force Majeure: save in respect of payment obligations, a Party shall not be under any liability for failure to perform or delay in performing any obligation under a Contract to the extent to which performance is prevented, frustrated or delayed as a direct result of any cause beyond that Party's reasonable control. 12.6 Waiver: delay in exercising or partial/total failure to exercise any right/remedy shall not operate as a waiver of that right/remedy or any subsequent breach. 12.7 Illegality: if any provision of a Contract is held to be illegal, invalid or unenforceable then it shall cease to form part of that Contract and shall not affect the remainder of the Contract which shall remain in full force and effect. 12.8 Variation: unless otherwise stated in these Terms, these Terms and each Contract may only be varied in writing signed by, or with actual authority of the Parties and, in the case of VPS, only its officers have such authority. 12.9 Counterparts: each Contract may be executed in several counterparts (including by facsimile or other electronic transmission), each of which shall be deemed an original and all of which shall together constitute one and the same instrument. 12.10 Jurisdiction: each Contract shall be governed by and construed in accordance with the laws of the State of California. Any action commenced by any party to enforce the terms of this Agreement shall be brought in the courts of Orange County, State of California. 12.11 Legal Action/Entire Agreement: in the event that legal action is brought to enforce or construe any term of a Contract, the prevailing party will be entitled to recover, in addition to any other damages or award, all legal costs and fees associated with the action. If any conflict arises among these Terms and any Order Form or other related Contract, these Terms shall govern unless expressly noted in the applicable Order or other related Contract, These Terms, including any Order Form or related Contracts executed hereunder, constitutes the entire agreement between the Parties with respect to the subject matter thereof and supersedes all proposals, oral or written, all previous negotiations, and all previous communications between the Parties with respect hereto. 12.12 Insurance: Prior to undertaking performance of work under this Agreement, VPS shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance: VPS shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of VPS' operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, Including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement. b. Worker's Compensation Insurance: In accordance with the provisions of Section 3700 of the CA Labor Code, VPS is required to be insured against liability for worker's compensation or to undertake self-insurance. Priorto commencing the performance of the work under this Agreement, VPS agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. If VPS fails or refuses to produce or maintain the insurance required by this section orfails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect VPS' right to be paid for its time and materials expended prior to notification of termination. The undersigned has read, understood and accepted these Master Terms & Conditions and has the authority to commit on behalf of; IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. Signatures to follow on the next page: ATTEST: ITY OF SANTA ANA MARIA D.HUIZAR'= CYNTHI U TZ Clerk of the Council Interl City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: ;t ez§"U� Kyle Kesen Deputy City Attorney RECOMMEND APPROVAL: VACANT PROPERTY SECURITY LLC _ By: 4&J271br\ �d�oro666� Title: 1/tca f !mss lea, 7 CANDIDA NEAL Tax ID: W — 3a 3 -'p5L L Interim Executive Director / Planning & Building Agency ® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIODIVYVY) D9111/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement($). PRODUCER Aon Risk Services, Inc. Of Washington, D.C. 1120 20th Street NW CONTACT PHONE FAX (AIC. No. Ext): (866) 283-]122 A1C. No.): (800) 363-0105 Washington DC 20036 USA E-MAIL ADDRESS: INSURERS) AFFORDING COVERAGE NAICN INSURED INSURERA: Praetorian Insurance Company 37257 Vacant Property Securlty LLC 1230 veterans Highway Suite F3 INSURER B: DEC insurance corporation 39217 INSURER C: Aspen Specialty Insurance Company 10717 Bristol PA 19007 USA INSURED SUR: NRR EE: INSURER F: COVERAGES CERTIFICATE NUMBER: 57006821,3035 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE D DL I BUB POLICY NUMBER POLE EFF MMIDDIYYYY POLICY POLICY EXP YYYY LIMITS C X COMMERCIAL GENERAL LIABILITY CR LL 7 EACH OCCURRENCE $1,000,000 CLAIMS -MADE X❑OCCUR PREMISES Ea occurrence $300,000 MED EXP (Any one person) EXCI tided PERSONAL B ADV INJURY $1,000,000 GEHLAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY ❑ ECT PRO-❑ LOC PRODUCTS - COMPIOPAGG $2,000,000 OTHER: B AUTOMOBILE LIABILITY CBA1317616 06/03/201706/03/2018 COMBINED SINGLE LIMIT Ea accident)$1,000,000 BODILY INJURY( Per person) X ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAUTOS NON -OWNED ONLY AUTOS ONLY BODILY INJURY (Par accident) PROPERTY DAMAGE Peraccident Comprehensive Deduct $1,000 UMBRELLALIAR OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS -MADE AGGREGATE DED RETENTION A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR I PARTNER I EXECUTIVE N CWC1317616 06/037=7 06/03/2018 X I PER STATUTE I OTH- ER E.L. EACH ACCIDENT $1,000,000 OFFICERIMEMBER EXCLUDED? (Mandatory In NH) ❑ NIA E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Santa Ana, its officers, employees, agents and representatives are included as Additional Insured in accordance with the policy provisions of the General Liability policy. 'b CERTIFICATE HOLDER r aI CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza Santa Ana CA 92701 USA ©1988-2015 AGORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD L-' a= id AGENCY CUSTOMER ID: 570000072137 LOC #: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk Services, Inc. of Washington, D.C. NAMED INSURED vacant Property security LLC POLICY NUMBER See certificate Number: 570068293035 CARRIER See certificate Number: 570068293035 NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, -- FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC # INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/VWY) POLICY EXPIRATION DATE (MM/DDIYYW) LIMITS AUTOMOBILE LIABILITY R CBA1317616 06/03/2017 06/03/2018 collision Deductible $1,000 \CORD 101 The ACORD name and logo are registered marks of ACORD n gn06 ACORn CORPOPATVIN Affnmhle.waar,,.d