HomeMy WebLinkAboutSECTRAN SECURITY , INC.1fJSURANCE NOT ON FILE N-2022-339
VJORK MAY NOT PROCEED
CLERK OF COUNCIL
DATE.
AGREEMENT WITH SECTRAN SECURITY TO PROVIDE
Sp �),,k ARMORED CAR SERVICES
N
No THIS AGREEMENT is made and entered into on this I st day of November, 2022 by and between
Sectran Security, Inc., a California corporation ("Contractor"), and the City of Santa Ana, a charter
C:3 city and municipal corporation organized and existing under the Constitution and laws of the State
of California ("City").
RECITALS
A. The City desires to retain a contractor having special skill and knowledge to provide
armored car services for bank deposit pickups at City Hall Treasury Services and the Santa
Ana Zoo.
B. Contractor represents that it is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
a. Contractor shall perform during the term of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required
to fully and adequately complete the services described and set forth in Exhibit A,
attached hereto and incorporated by reference.
b. During the term of this Agreement, City may provide to Contractor one or more written
work orders, change orders, delivery tickets, or other instruments, requests or
established procedures with Contractor, which shall act to require Contractor to supply
or perform those services. Each request, regardless of form, shall be deemed a,
work/change order governed by and subject to the terms and conditions of this
Agreement if the services provided are consistent with the scope and intent of the
parties to utilize services consistent with those provided in Exhibit A.
c. Any work/change order that contains any terms contrary to those within this Agreement
shall be void, unless City and Contractor have expressly agreed in a writing, requiring
approval by the City Manager and the City Attorney's office. Contractor agrees and
understands that substantive changes to the terms of the Agreement are also subject to
approval by the City Council.
Page 1 of 10
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for
City, the rates and charges identified in Exhibit A. The total amount to be expended
during the term of this Agreement shall not exceed $45,000.
b. City agrees to pay Consultant for services provided by the Consultant from July 1, 2022
through the commencement date provided in Section 3, below. City agrees to pay
Consultant for services for the months of July, August, September, and October
2022, consistent with the services detailed in Section La., above, as detailed in the
invoices detailed below and attached as Exhibit B.
• Invoice 22070506 — $529.20
• Invoice 22071451 - $492.17
• Invoice 22080509 - $525.00
• Invoice 22081456 - $558.35
• Invoice 22090514 - $518.70
• Invoice 22091467 - $551.86
• Invoice 22100517 - $520.80
• Invoice 22101485 - $554.02
c. City shall pay for the invoices in Exhibit B upon final execution of this Agreement.
Consultant agrees that the invoices provided in Exhibit B encompass the full and final
amounts owed by City to Consultant for July, August, September, and October 2022.
d. Thereafter, payment by City shall be made within forty-five (45) days following receipt
of proper invoice evidencing work performed, subject to City accounting procedures.
Payment need not be made for work which fails to meet the standards of performance
set forth in the Recitals which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above and continue until June 30,
2025, unless terminated earlier in accordance with Section 15, below.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent Consultant and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Consultant shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Consultant shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
Page 2 of 9
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Contractor represents and warrants that Contractor has the legal right to license any and all
Documents & Data. Contractor makes no such representation and warranty in regard to
Documents & Data which were provided to Contractor by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Minimum Scope and Limit of Insurance
Commercial General Liability (CGL): Insurance Services Office
Form CG 00 01 covering CGL on an "occurrence" basis, including
products and completed operations, property damage, bodily injury
and personal & advertising injury with limits no less than $4,000,000
per occurrence. If a general aggregate limit applies, either the general
aggregatelimit shall apply separately to this project/location (ISO CG
25 03 or 25 04) or the general aggregate limit shall be twice the
required occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any
auto (Code 1), or if Contractor has no owned autos, hired, (Code 8)
and non -owned autos (Code 9), with a limit no less than $1,000,000
per accident for bodily injury and property damage.
3. Workers' Compensation: as required by the State of California, with
Statutory Limits, and Employer's Liability Insurance with limit of no
less than $1,000,000 per accident for bodily injury or disease.
4. Broader Coverage: if the Contractor maintains broader coverage
and/or higher limits than the minimums shown above, the City requires
and shall be entitled to the broader coverage and/or the higher limits
maintained by the Contractor. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage
shall be available to the City.
Page 3 of 10
b. Other Insurance Provisions
Additional Insured Status: The City, its officers, officials,
employees, and volunteers are to be covered as additional insureds on
the CGL policy with respect to liability arising out of work or
operations performed by or on behalf of the Contractor including
materials, parts, or equipment furnished in connectionwith such work
or operations. General liability coverage can be provided in the form
of an endorsement to the Contractor's insurance (at least as broad as
ISO Form CG 20 10 1185 or if notavailable, through the addition of
both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a
later edition is used).
2. Primary Coverage: For any claims related to this contract, the
Contractor's insurance coverage shall be primary coverage at least as
broad as ISO CG 20 01 0413 as respects the City, its officers, officials,
employees, and volunteers. Any insurance or self-insurance
maintained by the City, its officers, officials, employees, or volunteers
shall be excess of the Contractor's insurance and shall not contribute
with it.
3. Notice of Cancellation: Each insurance policy required above shall
provide that coverage shall not be canceled, except with notice to the
City.
4. Waiver of Subrogation: Contractor hereby grants to City a waiver of
any right to subrogation that any insurer of said Contractor may
acquire against the City by virtue of the payment of any loss under
such insurance. Contractor agrees to obtain any endorsement that may
be necessary to affect this waiverof subrogation, but this provision
applies regardless of whether or not the City has received a waiver of
subrogation endorsement from the insurer.
5. Self -Insured Retentions: Self -insured retentions must be declared to
and approved by the City. The City may require the Contractor to
purchase coverage with a lower retention or provide proof of ability to
pay losses and related investigations, claim administration, and
defense expenses within the retention. The policy language shall
provide, or be endorsed to provide, that the self -insured retention may
be satisfied by either the named insured or City.
6. Acceptability of Insurers: Insurance is to be placed with insurers
authorized to conduct business in the state with a current A.M. Best's
rating of no less than A: VII, unless otherwise acceptable to the City.
7. Claims Made Policies:
Page 4 of 10
If any of the required policies provide coverage on a claims -made basis:
The Retroactive Date must be shown, and must be before the
date of the contract or the beginning of contract work.
ii. Insurance must be maintained and evidence of insurance must
be provided for at least five (5) years after completion of the
contract of work.
iii. If coverage is canceled or non -renewed, and not replaced with
another claims -made policy form with a Retroactive Date
prior to the contract effective date, the Contractor must
purchase "extended reporting" coverage for a minimum of five
(5) years after completion of work.
Verification of Coverage: Contractor shall furnish the City with
original Certificates of Insurance including all required amendatory
endorsements (or copies of the applicable policy language effecting
coverage requiredby this clause) and a copy of the Declarations and
Endorsement Page of the CGL policy listing allpolicy endorsements to
City before work begins. However, failure to obtain the required
documents prior to the work beginning shall not waive the Contractor's
obligation to provide them.
The City reserves the right to require complete, certified copies of all
required insurance policies,including endorsements required by these
specifications, at any time.
9. Subcontractors: Contractor shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Contractor shall ensure that City is an additional insured
on insurance required from subcontractors.
10. Special Risks or Circumstances: City reserves the right to modify
these requirements, including limits, based on the nature of therisk,
prior experience, insurer, coverage, or other special circurnstances.
7. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligent operations of the Contractor, its subcontractors, agents, employees, or other persons
acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)
from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
Page 5 of 10
relief is due by reason of the terms of or effects arising from 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 Contractor
further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
fees and costs for special counsel to be selected by the City, regarding any action by a third party
challenging the validity of this Agreement, or 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. City may make all reasonable
decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity
shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Contractor to the City pursuant to this Agreement.
' 1bl_
Contractor shall keep records and invoices in connection with the work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Contractor under this Agreement. All such records and
invoices shall be clearly identifiable. Contractor shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Contractor under this Agreement.
10. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
Page 6 of 10
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Contractor without reference to information disclosed by the
City.
11. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under this
Agreement.
12. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Provider affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor,_ and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
of this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Contractor. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written.consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services that are the subject to this
Agreement performed by City personnel or by other Contractors retained by City.
15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor prior to receipt of such notice of
Page 7 of 10
termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to
deliver to the City all work product(s) completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
Contractor consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work that fails to meet the standard of performance
specified in the Recitals of this Agreement.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. JURISDICTION -VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that maybe brought or
arise out of, in connection with or by reason of this Agreement.
18. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall because for termination of this Agreement.
19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Page 8 of 10
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Executive Director,
Finance and Management Services Agency
City of Santa Ana
20 Civic Center Plaza (M-17)
P.O. Box 1988
Santa Ana, California 92702
Fax:(714) 647-5304
To Contractor:
Sectran Security, Inc.
Attn: Jon Donohoo, President
7633 Industry Ave.
Pico Rivera, CA 08057
Fax:(562-949-4327
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
C. hi the event of any conflict or inconsistency between the terms and conditions in
this Agreement and any terms or conditions set forth in any Exhibit, purchase order,
or other document relating to the transactions contemplated by this Agreement, the
terms and conditions set forth in this Agreement shall prevail.
d. This Agreement is the final and complete agreement and any prior or
contemporaneous agreement(s) for similar services between the parties is
superseded by this Agreement.
Page 9 of 10
N-2022-339
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
Clerk ofthe Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Br n Salvatierra
Deputy City Attorney
RECOMMENDED FOR APPROVAL:
&&Xn �81n1�
Kathryn Do%fns, CPA
Executive Director
Finance and Management Services Agency
CITY OF SANTA ANA
Kristine
City Manager
SECTRAN SECURITY, INC.
90-t
on Donohoo
President
Page 10 of 10
EXHIBIT "A" - SCOPE OF SERVICES
SECTRAN SECURITY INC.
ARMORED SERVICE AGREEMENT
The following paragraphs of this Armored Service Agreement (the "Agreement") outline the agreements and understandings by and
between
SECTRAN SECURITY INC.
("SECTRAN")
and
CITY OF SANTA ANA
a California S Corporation
("CUSTOMER")
located at,
located at,
7633 Industry Avenue
20 Civic Center Plaza
Pico Rivera, CA 90660
Santa Ana, CA 92701
This Agreement expresses and outlines the services, roles, and responsibilities of the parties. If additional locations are added to the
scope of this Agreement, consistent terms and services will be maintained. These promises for such services and their related
payments form the basis of this Agreement, made the 15r day of July, 2022.
Term: Service under this Agreement shall be deemed to have begun effective on the 1st of July 2022 and to have continued through June
30, 2025. At the exp Fatioa of th s AgMeFneRt, this Agreement shall autematiGally hA AAARdAd feF 91-19AARS Ve 1 ke team pwigdG 61RIBBS
data. CUSTOMER agrees that SECTRAN is
the exclusive provider for these services for the facilities contained herein. FXGePt as 9th8P 68 PF9Vlded in this A^•eement it as
. Either party may
terminate this Agreement within 5 days written notice in the event of bankruptcy, or insolvency of the other party. SECTRAN may
terminate this Agreement with 30 days written notice in the event of a material reduction or cancellation of insurance.
CUSTOMER and SECTRAN agree to the following:
Schedule for Services: Conjunctive, sequential, on route pickup and delivery of items at the following location(s) toffrom CUSTOMER's
designated, mutually agreed -upon location(s):
SECTRAN
UNIT # I LOCATION
MAXIMUM
LIABILITY
SERVICE
FEE for
BRANCH
COVERAGE
FREQUENCY
SERVICE
CITY OF SANTA ANA
PICO
CITY HALL
$300,000.00
MONDAYTO
$420.00+Fuel
PER MONTH
20 CIVIC CENTER PLAZA
FRIDAY (5)
SANTA ANA, CA 92701
SANTA ANA ZOO
MONDAY TO
$433.00 +Fuel
PICO
1801 E. CHESTNUTAVE.
$100,000.00
FRIDAY (5)
PER MONTH
SANTA ANA, CA 92701
JP MORGAN CHASE
DEPOSITOR
656 S. VAIL AVE.
MONTEBELLO, CA 90640
CITY OF SANTA ANA
PICO
CITYHALL
UPON REQUEST
$.08 PER coin
OF SERVICE
roll wrapped
20 CIVIC CENTER PLAZA
SANTA ANA, CA 92701
Waiting Time: In the event the CUSTOMER requires additional time and SECTRAN agrees to stay, a charge of $0.00 per one (1)
minute will be assessed after the first five (5) minutes. Over fifteen (15) minutes, SECTRAN may elect to depart from the CUSTOMER'S
location. Should SECTRAN be requested to return, the pick-up will be rescheduled as a Special Pick-up and will be charged at an
agreed to fee prior to rendering service.
Research. Special Reguest and Supply Fee: A fee of $45.00 per hour will be charged for research of SECTRAN's documents or
receipts that have aged over sixty (60) days, unless it is determined to be solely an error of SECTRAN or the development at
CUSTOMER's request custom reports or CUSTOMER special requests outside the scope of normal services referenced in Section 1.
Supplies provided by SECRTRAN to CUSTOMER will be charged back to CUSTOMER at SECTRAN current cost plus 1%.
Excess Item Handlina: A fee of $0.00 per item is assessed when the number of items or containers exceed 5 items per shipment.
Insurance Fee: All customers will be charged an insurance fee at the current rate of: 3.95% of the invoice total
Holiday Service Fee: A fee of $65.00 will be charged for the service provided on those Holidays as listed in Section 11.
Excess Liability: A fee of $.75 per $1,000 or fraction thereof for any amounts which exceed the Liability Coverage per Shipment
Amount
Customer Initials
Page 1
TERMS AND CONDITIONS
1. Service: SECTRAN agrees to pick up, receive from, and/or deliver to CUSTOMER, or any designated agent, securely sealed or
locked shipments which may contain any or all of the following: currency, coin, checks, securities, or other valuables. If the shipment
container(s) does not appear to be securely locked or sealed, SECTRAN reserves the right to refuse to accept such container(s) and
will not receive said container(s) from the CUSTOMER or its designated agent. If SECTRAN accepts sealed container(s), SECTRAN
will give CUSTOMER a receipt for said sealed container(s), transport and deliver such sealed containers) to the consignee designated
by the CUSTOMER. CUSTOMER agrees that it will not conceal or misrepresent any material fact or circumstances concerning the
property delivered to SECTRAN pursuant to this Agreement. The fee payable by CUSTOMER to SECTRAN is based upon the agreed
upon liability limit(s) and level(s) of service provided by SECTRAN as stated in this Agreement. If additional or special services are
required, CUSTOMER and SECTRAN agree to negotiate fees for these other services. Before these other services commence, a
written amendment will be attached to this Agreement confirming these additional services. If other services are provided prior to the
execution of a written amendment, the fees to be charged will be the standard fees quoted for such service by SECTRAN.
3. Rate Adjustment: SECTRAN shall annually increase the service fee(s) based upon the year to year changes in the Consumer
Price Index (CPI) or other applicable economic factor(s).
To account for future movements in the price of diesel fuel, up and down, SECTRAN will henceforth adjust the monthly fuel fee based
on average California diesel prices as measured and published by the Department of Energy (WWW.EIA.DOE.GOV). SECTRAN's
established baseline is $1.31. Any cost above the $1-.31 baseline- cost will be adjusted on a monthly basis by 0.5% on price movements
of 10 cents per gallon (i.e. if diesel prices rise to $1.41, the corresponding fuel fee is increased by 0.5%). Each party will be able to
monitor and keep track of the adjustments easily. The fuel fee rate change reflected on the invoice will be based on national average
diesel prices published on the Department of Energy Website. The calculation is the average of the California prices for the first four
Mondays of the month rounded to the next cent. The table is for reference only and as such, does not reflect the maximum rate which
might be assessed.
Minimum
Maximum
Per Gallon
Fee(°/.)
$4.91
$5.00
$ .10
18.00%
$4.81
$4.90
$.10
17.50%
$4.71
$4.80
$.10
17.00%
$4.61
$4.70
$ .10
16.50%
$4.51
$4.60
$ .10
16.00%
$4.41
$4.50
$.10
15,50%
$4.31
$4.40
$ .10
15.00%
$4.21
$4.30
$ .10
14.50%
$4.11
$4.20
$.10
14.00%
$4.01
$4.10
$.10
13.50%
$3.91
$4.00
$ .10
13.00%
$3.81
$3.90
$ .10
12.50%
$3.71
$3.80
$.10
12.00%
$3.61
$3.70
$ .10
11.50%
$3.51
$3,60
$ .10
11.00%
$3.41
$3.50
$ .10
10.50%
$3.31
$3,40
$ .10
10.00%
$3.21
$3.30
$ .10
9.50%
$3.11
$3.20
$ .10
9.00%
$3.01
$3.10
$ .10
8.50%
$2.91
$3.00
$ .10
8.00%
$2.81
$2.90
$ .10
7.50%
$2.71
$2.80
$.10
7.00°/.
$2.61
$2.70
$ .10
6.500%
$2.51
$2.60
$ .10
6.00°/.
$2.41
$2.50
$ .10
5.50%
$2.31
$2.40
$ .10
5.00%
$2.21
$2.30
$ .10
4.50%
$2.11
$2.20
$ .10
4.00%
$2.01
$2.10
$ .10
3.50%.
$1.91
$2.00
$.10
3.00%
$1.81
$1.90
$.10
2.50%
$1.71
$1.80
$.10
2.00%
$1.61
$1.70
$.10
1.50%
$1.51
$1.60
$.10
1.00°/.
$1.41
$1.50
$.10
.50%
$1.31 1
$1.40
$.10
.00%
Page 2
Customer Initials
3a. SECTRAN reserves the right in times of global economic downturn or due to changes in regulatory obligations to renegotiate rates
and fees in good faith with customer. In the event that CUSTOMER refuses to consent to such adjustment(s) or fee(s), SECTRAN shall
have the right to terminate this Agreement upon Thirty (30) days written notice to CUSTOMER.
4. Liability: SECTRAN agrees to assume the liability for any loss, according to the terms of this Agreement of the securely sealed
container(s) from the time SECTRAN signs for and receives physical custody of the sealed container(s). SECTRAN' responsibility
terminates when the CUSTOMER or its designated consignee takes physical possession of the sealed containers) and signs
SECTRAN' receipt. If it is impossible to complete the delivery, SECTRAN shall be responsible for any loss until the sealed container(s)
is returned to the CUSTOMER or its designated agent and a signed receipt obtained. While the sealed container(s) is stored in the
CUSTOMER'S .premises, SECTRAN does not assume the liability for any loss. If CUSTOMER conceals or misrepresents any material
fact or circumstance concerning the property or container, or the contents thereof, SECTRAN will have no liability for any loss in any
way related to such fact or circumstance. SECTRAN reserves the right to take any and all action as may be reasonably necessary to
prevent money laundering to the extent permitted under law or as may be required by any regulatory body that may exert a right of
control over SECTRAN.
5. Excess Liability: The following terms will apply if CUSTOMER did not decline excess liability coverage on the signature page. If
SECTRAN shall accept tender of a shipment in excess of the Liability Coverage per Shipment Amount, CUSTOMER agrees to pay
SECTRAN the excess liability feesetforth on the signature page. CUSTOMER, by paying this additional fee, will obtain full dollar
coverage of any or all losses, subject to the other provisions of this Agreement. If CUSTOMER declines Excess Liability
Coverage, liabilities covered under this Agreement are limited to the Liability Coverage per Shipment Amount.
7. Claim Procedures: The following provisions shall control in the event of any loss or claim, notwithstanding anything to the contrary
contained in this Agreement:
a) In the event of a loss, CUSTOMER agrees to notify SECTRAN in writing within four (4) calendar days after the loss is
discovered or should have been discovered in the exercise of due care. CUSTOMER agrees that any loss shall be reported by
CUSTOMER to SECTRAN within forty-five (45) days after the pick-up by SECTRAN of the securely sealed container in connection with
which the loss is asserted. Unless such notice has been received by SECTRAN within this forty-five (45) day period, such claim shall be
deemed waived and released by the CUSTOMER. It is agreed that both parties will work together to determine the extent of the loss,
and if possible, the cause of loss.
c) Unless CUSTOMER has opted -out of its reconstruction obligations in writing above, CUSTOMER shall retain sufficient
information to allow reconstruction of items) in the event of a loss. In addition, CUSTOMER agrees it will cooperate and assist in
reconstructing lost, damaged, or destroyed items constituting a part of any loss. SECTRAN's liability, unless otherwise stated in this
Agreement, shall be the payment to the CUSTOMER for the reasonable costs necessary to reconstruct the item(s), any necessary
cost because of stop -payment procedures or reasonable costs associated with CUSTOMER providing information and assistance
with recovery of loss. The term "Reconstruction' is defined to mean the identification of the item(s) only to the extent of determining
the face amount of said item(s) and the identity of the maker or endorser of each or providing audit trail, foreign or internal network
information, data, customer information or other relevant information to allow SECTRAN to recover any and/or all item(s) or cash
associated with loss. CUSTOMER agrees in the event of a loss, that any liability of SECTRAN shall be reduced by the face value of
reconstructed or recovered item(s).
d) Upon the request of SECTRAN, CUSTOMER will furnish a proof of loss to SECTRAN or its insurance carrier. Once
reimbursement has been made to CUSTOMER, SECTRAN and its insurer shall receive any and all of the CUSTOMER'S rights and
remedies of recovery.
S. Limitations & Force Maieure:
a) The CUSTOMER agrees that SECTRAN will not be liable for any loss or damage caused by or resulting from shortages claimed
in the contents of the sealed or locked shipment(s), for non-performance or delays, or for the breakage of statuary, marble, glassware,
Page 3
Customer Initials
bric-a-brac, porcelains and similar fragile articles. Likewise, SECTRAN shall not be liable to CUSTOMER for failure to render service if in
SECTRAN's judgment the same may endanger the safety of CUSTOMER'S property or personnel or SECTRAN'S vehicles or
employees.
b) It is further agreed that SECTRAN shall not be held accountable or liable for any damages or losses, caused by or resulting from
illegal or fraudulent acts of CUSTOMER's employees, agents, representatives, or third -party contractors.
c) CUSTOMER agrees that SECTRAN shall not have any liability for losses of any documentation carried by SECTRAN at
CUSTOMER's request without compensation.
d) CUSTOMER expressly understands and accepts that ownership (title) to cash transported or stored by SECTRAN shall never
transfer to SECTRAN.
e) It is further agreed SECTRAN shall not be held accountable or liable for any damages or losses, whether controlled or
uncontrolled, and whether such loss be direct or indirect, proximate or remote, or be in whole or in part caused by, contributed to, or
aggravated by the peril(s) for which liability is assumed by SECTRAN, resulting from:
(1) Hostile or warlike action in time of peace or war, including action hindering, combating or defending against an actual,
impending or expected attack; (1) by any government or sovereign power (de lure or de facto) or by any authority
maintaining or using military, naval or air forces; or (2) by military, naval or air forces; or (3) by any agent of any such
government, power authority or forces.
(ii) Nuclear reaction, nuclear radiation, radioactive contamination or any weapon of war employing atomic fission or radioactive
force whether in time of peace or war.
(iii) Insurrection, rebellion, revolution, terrorist act, civil war, usurped power, or action taken by governmental authority in
hindering, combating or defending against such an occurrence; seizure or destruction under quarantine or customs
regulations; confiscation by order of any governmental or public authority; or risks of contraband or illegal transportation
or trade.
(iv) Acts of God, strikes, labor disturbances, impostor pick-up or deliveries, or other conditions or circumstances beyond
SECTRAN' reasonable control.
panel .. persons knout
SEGTRAN agFee to equally 6haFe i 6 Feselutien proGess. The dee soon and award Rf the ArbmtratiaF Rhall hA final,
aFbot,Fation hgpa ndpp .hgll bg hgld :.,
10. Container Value Limitation: CUSTOMER acknowledges and agrees that the maximum value which SECTRAN will transport in
any individual container will not exceed two hundred fifty thousand dollars ($250,000). If the total value of a shipment which CUSTOMER
seeks to tender to SECTRAN exceeds two hundred fifty thousand dollars ($250,000), such shipment must be broken down into
separate shipment containers of two hundred fifty thousand dollars ($250,000) or less.
11. Holiday Service: SECTRAN agrees to provide service as stated in the Agreement with the following holiday exceptions: New
Year's Day, Martin Luther King Day, President's Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Columbus Day,
Thanksgiving Day, Christmas Day, federal banking and any local applicable observed holiday. Charges for service on such days will be
as stated upon page 1 of this Agreement, excluding Christmas Day. SECTRAN will not provide Christmas Day service.
12. Soecials: Unscheduled pickups or deliveries are available under the same conditions and provisions of this Agreement. Prices are
quoted upon request.
13. Excess Liability Coverage: SECTRAN reserves the right to refuse tender of a shipment in excess of the Liability Coverage per
Shipment Amount as set forth in this Agreement.
14. EaGh PaFty F9136 V Ag WOFFIRatien (the "ReGelving PaFty') URdeFtakes Is retain in GonfldRRAe the terms Of this
Page 4
Customer Inilials
Page 5
Customer Initials
EXHIBIT B
PRIOR INVOICES FOR
SERVICES PERFORMED
SECA SECURITY INC.
P.O. BOX 227267
LOS ANGELES, CA 90022-0967 ���a a- j
__ 711412022
PHONE 562-948-1446 FOR BILLING INFORMATION
900423
CITY OF SANTA ANA M-14
PO BOX 1988-M-14
ATTN: MIRRELLA VARGAS
SANTA ANA, CA 92701 US
SERVICE FOR JULY 2022
CITY OF SANTA ANA
20 CIVIC CENTER PL.AM
Fuel Surcharges 26%
INVOICE
I Not 1 D;
ACCOUNT NO INVOICE TOTAL SALES REP
Mnth MnTuWeThFr
Mnth
1 420.00
1 109.20
SUB TOTAL:
529.20
SALES TAX:
0.00
PLEASE PAY:
529.20
P.O. BOX 227267
LOS ANGELES, CA 90022-0967
PHONE 562-948.1446 FOR BILLING INFORMATION
902767
CITY OF SANTA ANA M-14
P.O. BOX 1964
ATTN: MIRELLA VARGAS
SANTA ANA, CA 92702-1964 US
SERVICE FOR JULY2022
SANTA ANA ZOO
1801 E CHESTNUT AVEISANTA ANA
Fuel Surcharges 26%
Insurance Surcharge 3.95%
Mnth MnTuWeThFr
Mnth
Mnth
EXTENDEDPRIGE':.. ,
98,47
14.96
SUB TOTAL:
492.17
SALES TAX:
0.00
PLEASE PAY:
49217 7
6 HC'RAN SECURITY INC.
P.O. BOX 227267��
H'R+MJIJ�tnr5'H :4s3�'Vt wry`- • r
LOS ANGELES, CA 90022-0967
1/8/2022 �
PHONE 562-948-1446 FOR BILLING INFORMATION
900423
CITY OFSANTA ANA M-14
PO BOX 1988-M-14 INVOICE
ATTN: MIRRELLA VARGAS
SANTA ANA, CA 92701 US
Net 10 Daya
• .
SERVICE FOR AUGUST 2022 CITYST 525.00 e OR
ORDERPURCHASE
C ITY OF SANTA ANA Mnth Mn7uWeThFr 1 420.00
20 CIVIC CENTER PLAZA
Fuel Surcharges25% Mnth 1 105.00
SUB TOTAL:
526.00
SALES TAX:
0.00
PLEASE PAY:
526.00
p..� owd,1Gt
01jr,
� • i I€'li1 �i�� � �'�'� INVOICE GATE -
•
ara/2o22
PHONE 562.948-1446 FOR BILLING INFORMATION
902767
zzoala5s
CITY OF SANTA ANA M-14�
P.O. BOX 1964 INVOICE�
ATTN: MIRELLA VARGAS
SANTA ANA, CA 92702.1964 US
Net 10 Days
SAZQO I 558.36 100 ��
SERVICE FOR AUGUST 2022 �_..
SANTA ANA ZOO
1801 E CHESTNUT AVEISANTA ANA
Fuel Surcharges 25%
Insurance Surcharge 3.95%
m�
Mnth MnTUWeThFr
Mnth
Mnth
433.00
108.25
17.10
Sub TOTAL:
558.35
SALES TAX:
0.00
PLEASE PAY:
658.35
-,agg- SECTRAN SECURITY INC.
P.O. BOX 227267as»..}
LOS ANGELES, CA 90022-0967��
91712022
PHONE 662-948-1446 FOR BILLING INFORMATION
22090514 �1
900423
CITY OF SANTA ANA M-14
PO BOX 1988-M-14
ATTN: MIRRELLA VARGAS
SANTA ANA, CA 92701 US
SERVICE FOR SEPTEMBER 2022
INVOICE
Net 10 Days
CiTYST 518.70 004
CITY OF SANTA ANA Mnth MnTuWeThFr
20 CIVIC CENTER PLAZA
Fuel Surcharges 23.5% Mnth
420.00
98.70
SUB TOTAL:
518.70
SALES TAX;
0.00
PLEASE PAY:
518.70
f i1
P.O. BOX 227267
LOS ANGELES, CA 90022.0967
PHONE 562-948-1446 FOR BILLING INFORMATION
902767
CITY OF SANTA ANA M-14
P.O. BOX 1984
ATTN: MIRELLA VARGAS
SANTA ANA, CA 92702-1904 US
SERVICE FOR SEPTEMBER 2022
0E5CRIPTION
SANTA ANA ZOO
1801 E CHESTNUT AVE/SANTA ANA
Fuel Surcharges 23.6%
Insurance Surcharge 3.96%
9/7/2022
22091467
TERMS-
Net 10 D.
COUNT NO INVOICE TOTAL. SALES REP
•� 551, 100
Mnth MnTuWeThFr
Mnth
Mnth
433.00
101.76
17.10
SUBTOTAL:
651,86
SALES TAX:
0.00
PLEASE PAY:
651.86
SECTRAN SECURITY INC.
P.O. BOX 227267 INVOICE
LOS ANGELES, CA 90022.0967
10/10/2022
PHONE 562-948-1446 FOR BILLING INFORMATION
CITY OF SANTA ANA M-14
PO BOX 1988-M-14
ATTN: MIRRELLA VARGAS
SANTA ANA, CA 92701 US
SERVICE FOR OCTOBER 2022
CITY OF SANTAANA
20 CIVIC CENTER PLAZA
Fuel Surcharges 24%
22100517
INVOICE
Net 10 Days
CITYST 520.80 1 004
Mnth MnTuWeTh Fr
Mnth
1 420,00
1 100.80
SUB TOTAL: 520.80
SALES TAX: 0.00
PLEASE PAY: 520,80
SECTRAN SECURITY INC.
P.O. BOX 227267 INVOICE
LOS ANGELES, CA 90022-0967
PHONE 562-948-1446 FOR BILLING INFORMATION
902767
CITY OF SANTA ANA M-14
P.O. BOX 1964
ATTN: MIRELLA VARGAS
SANTA ANA, CA 92702-1964 US
SERVICE FOR OCTOBER 2022
SANTA ANA ZOO
1801 E CHESTNUT AVE/SANTAANA
Fuel Surcharges 24
Insurance Surcharge 3.95
10/10/2022
22101485
INVOICE
Net 10 Days
SAZOO1 554.02 1 100
Mnth MnTuWeThFr
With
Mnth
EXTENDED PRICE
cc cc
103.92
17.10
SUB TOTAL: 554.02
SALES TAX: 0.00
PLEASE PAY: 554.02