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HomeMy WebLinkAboutVACANT PROPRTY SECURITY1�,SUI,i/,1 GE ON FILE VVORK MAY PROCEED UNTtr INSA A f' 71RES CI.ECi4t(}( iUiIClt._ �t1a7 0 TF DEC 10 2017 A Ct) 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 infrared sensors or similar 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 S pm Central Standard Time on a Business Day. Chargest the amounts payable by the City In respect of or In connection with the provision of Equlpment/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 under the City's control and are adjacent to or contiguous with a Site. City: the City of Santa Aria. 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, A-2017-332 Initial Rental: a non-refundable amount specified in an Order Form, or otherwise communicated by VPS, which maybe all or only part of the Charges in respect of the provision of the Equlpment/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 order form 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. 2.2 The term of this Agreement shall commence on December 5, 2017 and expire on December 4, 2018, with the option for the parties to agree to a one year extension, exercisable by a writing by the City Manager, the City Attorney and VPS. 3.ORDERS & INSTALLATION 3.1 City and VPS Agree to an on -call basis for services during the term of this Agreement. City shall notify VPS of site and 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 of 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, notifythe 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 forsetting, 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 slgns/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 rotor 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 that the PID Keys, Iceys and entry codes issued under this section are not lost, stolen or used by an unauthorized person and most 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, Ivey or entry code Issued to the City or its Affiliates. 3.7 VPS shall provide the Monitoring Service during the Service Period ps set forth In an Order Form. The cost Involved Is Included In the Charges for the 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 Affillates 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 Neither the City nor Its Affillates shall or shall attempt to tamper with, move, relocate, 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 byVPS 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 tine 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 es permitted underthis Section 4.4 shall not affect any other rights/remedles which shall have accrued prior to such termination. 4.5 The City shall pay the Initial Fee prior to the Service pate. 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 pursuantto section 7.1, Charges for the remainder of the minlinum 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 falls to make any payment In full when due, then without affecting any other rights/remedles: (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 bythe City's bank unpaid, a charge of $25 will be made. 4.9 If the City falls 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 repair the Site or Controlled Premises as a result of ceasing Services or repossessing or disabling the 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 Ina 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 on -call services Agreement shall not exceed $115,000, unless otherwise agreed upon in writing. S. 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 Ilen 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 for the cost of the equipment. 5.8 Nothing in these Terms or any Contract Is Intended to or will transfer title 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 .ltwithout-priorwrlttenpermisslonofVPS. While at the Site the-Equipmentlssupplied-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 wrltingto either VPS's sales department or USCIIentServices@vpspeclallsts.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 anyterms, conditions, representations of warranties (express or Implied) from or on behalf of VPSother than 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. VPS 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 proc�ss. 6.4 The City warrants that It shall bearthe 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 repair the City will pay for the Equipment at the cost to VPS to replace such Equipment. The City shall not have Equipment repalred without prior written permission from VPS. 7. TERMINATION 7.1 The City may request removal of Equipment or terminate 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 falls 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 Clty'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) or the Party in breach falls to correct It within 10 Business Days after receipt of a written notice from the other Party asking for the breach to he corrected; (b) a voluntary or involuntary bankruptcy petition is filed by or against the otlherParty (includ-ing'a petltian for reorgenrzation extenslon of payment, domposltion 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 under these 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/disposltlon shall not terminate the relevant Contract which shall remain In full force and effect until terminated under section 7.1 or 7.2. 7.4 If the City falls to observe or perform any of the Terms in this Contract, VPS may exercise anyone 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 EHIRATION/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 flle one or more financing continuation or amendment statements, in con nectlon with any financing statement described in the foregoing sentence and pursuant to the Uniform Commercial Code, Inform 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 EXTENTTHATSUCH-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 CITYARISING 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 APPLY TO AND BENEFIT VPS AND ITS AGENTS, EMPLOYEES, CONTRACTORS, SUBSIDIARIES, DEALERS, AFFILIATES, PARENTS (BOTH DIRECT AND 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 orwrongfui 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 furtheragrees,'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 forthe defense of the non -offending party, Including fees and costs for Special Counsel to be selected bythe City, regarding any action by a third party asserting that personal Injury, damages, Just compensation, restltution,Judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arisingfrom 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 or facsimile 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 entities; 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 Contractor 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 by the 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 rlght/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, orwith 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 Californla. 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 orwritten, 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 Llabillty Insurance: VPS shall maintain commercial general liability Insurance namingthe 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 arlsing 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 bodilyand personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 peroccurrence, with $2,000,000 Inthe aggregate, Consultant shall supply City with a fully executed additional Insured endorsement. b. Worker's Comaehsatlon 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 orto undertake self-insurance. Prlortocommencing the performance ofthe 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 or falls 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'tkne 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: ATT T; t * Maria D. Huizar Clerk of the Council APPROVED AS TO FORM; SONIA R. CARVALHO City Attorney By: �uG Kyle N sen Assista City Attorney RECOMMENDED FOR APPROVAL: CANDIDA NEAL Interim Executive Director Planning and Building Agency CITY OF SANTA ANA Raul Godinez 11 City Manager VACANT PROPERTY SECURITY LLC; Ttitle: Tax ID# _ .3 'ACERTIFICATE OF LIABILITY INSURANCE ,YYYY, DATE(MM/°°17 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 INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) 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(s). PRODUCER ��_/// AOn Risk Services, Inc. Of Wd5hi n9t0❑' y.G 1120 20th Street NW / Washington DC 20036 USA CONTACT PHONE AIC. No. Exq; (866) 283-7122 aC. No.: (E00) 363-0105 EMAIL ADDRESS: INSURERS) AFFORDING COVERAGE NAIC 9 INSURED INSURERA: Praetorian Insurance Company 37257 Vacant Property Security LLC 1230 Veterans Highway Suite F3 INSURER B: QBE Insurance Corporation 39217 INSURER C: Aspen Specialty Insurance Company 10717 Bristol PA 19007 USA INSURER D: NSURER E: NSURER F: COVERAGES Ctrero-tCAlt NuMBtH: btuubd293u35 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 HEREINISSUBJECT TO ALL THE TERMS, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR T TYPE OF INSURANCE ADD INSD 9U POLI NUMBER POLICYEFF MMIDDIYYYY POLICY MIDDMIYY LIMITS C X COMMERCIAL GENERAL LIABILITY Y CR LL17 EACH OCCURRENCE $1, 000, 00 CLAIMS -MADE X❑ OCCUR DAMAGETORENT PREMISES Ea occuaence $300,000 MED EXP (Any one person) EXCI Lined PERSONAL B ADV INJURY $1,000,000 GENIAGGREGATE LIMITAPPUES PER: PRO- X JECT LOC GENERALAGGREGATE $2,000,000 PRODUCTS - COMPIOPAGG $2,000,050 O OTHER: OTHER: B AUTOMOBILE LIABILITY CBA1317616 06/03/201706/03/2018 COMBINED SINGLE LIMIT e accident) $1, 000, 000 BODILY INJURY( Per person) X ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAUTOS H NON -OWNED ONLY AUTOS ONLY BODILY INJURY (Per accident) PROPERTY DAMAGE Pereccidenl Comprehensive Deduct $1,000 I I UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS -MADE AGGREGATE DED RETENTION A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR I PARTNER I EXECUTIVE OFFICERIMEMBER EXCLUDES?NIA Cwc1317616 06/03/2017 06 03 2018 X PER STATUTE I JOTH- ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,00 (Mandatory in NH) UDESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS VEHICLES (ACORN 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. d w c u D 0 0 S M ca da CERTIFICATE HOLDER CANCELLATION - d 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 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana Co. 92701 USA cxt- ceavris{ Mee. aJ aa�faJe ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000072137 LOC #: `� ®® ADDITIONAL REMARKS SCHEDULE Pane of AGENCY Aon Risk services, Inc. of Washington, D.C. NAMEDINSURED vacant Property security LLc POLICY NUMBER see certificate Number: 570068293035 CARRIER see certificate Number: 570068293035 NAIL CODE EFFECTIVE DATE: X V V 111 V ItlHL RCIYIHRRJ THIS ADDITIONAL REMARKS FORM ISASCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC # I INSURER I INSURER IINSURER 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 SUDR WVD POLICYNUMDER POLICY EFFECTIVE EFFECTIVE DATE (MMMDIYYYY) POLICY EXPIRATION DATE (MMMDNYYY) LIMITS AUTOMOBILE LIABILITY B CBA1317616 06/03/2017 06/03/2018 collision Deductible $1,000 %CORD 101 (2008101) The ACORD name and logo are registered marks ofACORD OO 2008 ACORD CORPORATION. All rinnm raa —d POLICY NUMB CRO03LL17 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS END 5Em NT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations As required by written contract signed by both parties prior to loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 04 13 C Insurance Services Office, Inc., 2012 Page 1 of 2 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 10 04 13 ACORD® lkl CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDNYYY) 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(ies) 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(s). PRODUCER Lockton Companies ON A 3280 Peachtree Road NE, Suite #250 NAME: gan P ONE Atlanta GA 30305 ETaaL FAX No (404) 460-3600 ADDRESS: INSUR S AFFORDING COVERAGE NAICN INSUREDINSURER A: National Fire Insurance Co of Hartford 20478 144Vacant PropertySecurity LLC INSURER B: The Continental Insurance Corn an 446275 1230 Veterans Highway, Suite F3 35289 INSURER c :Ame-ri1can Casual Comp an of Readin PA 20427 Bristol PAl9oo7 INSURER D:Berkle Insurance Co m an 32603 INSURER E CGVERAGFS roerrv,n.r.-. INSURER F: THIS INDICATED. CERTIFICATE EXCLUSIONS IS TO CERTIFY THAT THE POLICIES NOTWITHSTANDING ANY REQUIREMENT, MAY BE ISSUED OR MAY AND CONDITIONS OF SUCH OF PERTAIN, POLICIES. INSURANCE r»DIj» LISTED BELOW HAVE BEEN ISSUED TO TERM OR CONDITION OF ANY CONTRACT THE INSURANCE AFFORDED BY THE POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY THE INSURED OR OTHER DESCRIBED PAID CLAIMS. REVISION NUMBER: NAMED ABOVE FOR THE DOCUMENT WITH RESPECT HEREIN IS SUBJECT TO ,`{�{xxxxx POLICY PERIOD TO WHICH THIS ALL THE TERMS, INSR TR TYPE OF INSURANCE AODL SUBR POLICYEFF POLICY NUMBER MMIDD POLICVEXP M p LIMITS A X COMMERCIALGENERALUASIUTY CLAIMS -MADE OCCUR Y N 6072126021 6/3/2019 6/3/2020 EACH OCCURRENCE $ 1000000 PREMISES EaEocclleanca $ 300 000 MED EXP (Any one ) $ 15,000 PERSONAL SADV INJURY $ 1000000 GEN'L AGGREGATE LIMB APPLIES PER: GENERALAGGREGATE $ 2 000 000 A POLICY ❑ OTHER JEo- LOC AUTOMOBILE LIABILITY X ANYAUTo OWNED SCHEDULED HIRED N AUTOS ONLY AUTOS AUTOS AS L UTOONY AUTOS ONLY N N 6072126648 6/3/2019 6/3/2020 PRODUCTS-COMP/OPAGG $ 2 000 000 MBINED SI LE LIMIT (Fa accident) $ 1000000 BODILY INJURY (Per parson) $ XXXXX}C7C BODILY INJURV(Per acdtlent) $ xxxxxxx PROPERTYDAMAGE Per accident $ xxxxxxx EACH OCCURRENCE $ xxxxxxx $ 25,000,000 H X UMBRELLA LIAB X OCCUR EXCESS LIAB CLAIMS -MADE N N 6072126634 6/3/2019 6/3/2020 AGGREGATE $ 25 000 000 DED RETENTION$ C WORKERS COMPENSATION AND EMPLOYERS'LIABILRY YIN EXCLUDED ANY ECUrIVE ONIA In NH)fyes,describe N 6072126617 6/3/2019 6/3/2020 PER ERH-OFFICERIMEMBER T =EMPLOYES $ 1000000(Mandatory PLOYE $ 1000 O00DESCRIPTION D under OF OPERATIONS below Crime N N BCCR45000270-24 613M19 6/3/2020 Y LIMIT Limit: $10,000,000 $ 1000000 Deductible: $100,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may ba atlechad if more spass is required) THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER, APPLICABLE TO THE CARRD?R$ LISTED AND THE POLICY TERMS) REFERENCED. The City Of Santa Ana, its Officers, employees, agents, and representatives are mcl s Additional Insured in accordance with the policy provisions of the General Liability policy. & APPRO, REVIEWED By Risk MANAGEMENT DIVISION 19 2019 CERTIFICATE Nni nFC 15367553 City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4th floor Santa Ana CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED ©1988-2019 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CONTINUATION DESCRIPTION OF OPERATIONSILncnnnuomcu— o..—, ---"- .... ..... �+�.'.-s"nc--UkU 9T ENDORSEMENTISPECIAL PROVISIONS (Use only if more space is required( F30Days of Cancellation/Non-renewal, except10 days for nonpayment of premium, to the certificate holder when required ement. ACORD 25 (20161031 Certificate Holder ID: 15367553