1 A G R E E M E N T
THIS AGREEMENT ("Agreement"), dated for purposes of identification only this ____ day of ____________, 2024, is made and entered into by and between the
CITY OF ANAHEIM, a municipal corporation,
hereinafter referred to as "ANAHEIM,"
A
N
D
LYONS SECURITY SERVICE, INC., a California
corporation, hereinafter referred to as
"CONTRACTOR."
ANAHEIM and CONTRACTOR are sometimes individually referred to herein as "Party" and collectively as "Parties."
W I T N E S S E T H:
WHEREAS, ANAHEIM is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City of Anaheim; and
WHEREAS, ANAHEIM issued a Request for Proposals (“RFP”) on May 2, 2024, for the collection, storage, and release of abandoned property and property removed from public spaces for safekeeping; and
WHEREAS, CONTRACTOR submitted a Proposal dated May 17, 2024, which Proposal meets the requirements set forth in the RFP (the “Proposal”); and WHEREAS, ANAHEIM desires to engage CONTRACTOR to provide services related to the collection, storage, and release of property, as set forth in the RFP and the Proposal (the “Services”); and
WHEREAS, CONTRACTOR possesses the skill, experience, ability, background, certification and knowledge to provide the Services under the terms and conditions set forth herein.
2 NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
1. DOCUMENTS MADE PART OF AGREEMENT
The RFP and CONTRACTOR’s Proposal, copies of which are maintained the offices of the ANAHEIM Police Department, are hereby made part of this Agreement and incorporated by reference as though fully set forth herein. In the event of a conflict between the RFP, the Proposal, and this Agreement, the order of preference of s uch documents shall be as follows: 1) this Agreement, 2) the RFP, and 3) CONTRACTOR’s Proposal.
2. SERVICES TO BE PROVIDED BY CONTRACTOR
In compliance with all of the terms and conditions of this Agreement, CONTRACTOR shall provide to ANAHEIM all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the Services, as more particularly set forth in detail in the RFP under “Scope of Work and Minimum Qualifications” attached hereto as Exhibit A,, and in CONTRACTOR’S Proposal, under “RFP response,” incorporated herein by paragraph 1 above.
3. TERM
The term of this Agreement shall commence on June 19, 2024, and shall terminate one (1) year thereafter, unless sooner terminated as provided herein ("Initial Term").
This Agreement may be renewed by ANAHEIM, at ANAHEIM’s sole option (subject to the provisions of Paragraph 11 below), for three (3) one-year terms at a price to be negotiated, provided, however, that in no event shall any increase in compensation exceed the applicable Consumer Price Index for the Los Angeles-Long Beach-Anaheim, CA area. ANAHEIM’s Chief of Police is hereby authorized to exercise ANAHEIM’S options to renew this Agreement by giving written notice of such renewal to CONTRACTOR not less than twenty (20) days prior to expiration of the term of this Agreement.
4. TIME OF PERFORMANCE
4.1 Time is of the essence in the performance of this Agreement and the Services shall be performed to completion in a dili gent and timely manner. The failure by CONTRACTOR to perform the Services in a diligent and timely manner may result in termination of this Agreement by ANAHEIM.
4.2 The time period(s) specified for performance of the Services rendered, pursuant to this Agreement, shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of CONTRACTOR, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, ear thquakes, 3 floods, pestilence, and other natural catastrophes, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, government priorities, restraint by court order or public authority and action or non -action by or inability to obtain the necessary authorization or approvals from any governmental agency or authority, and/or acts of any governmental agency, including ANAHEIM, which by th e exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence has been unable to overcome, if CONTRACTOR shall within ten (10) days of the commencement of such delay notify the Project Administrator in writing of the causes of the delay. The Project Administrator shall ascertain the facts and the extent of delay, and may extend the time for performing the Services for the period of the enforced delay if, in the judgment of the Project Adminis trator, such delay is justified. The Project Administrator’s determination shall be final and conclusive upon the Parties to this Agreement. In the event of delay, however caused, CONTRACTOR’s sole remedy shall be an extension of the Agreement, pursuant to this Section, and CONTRACTOR shall not be entitled to recover damages against ANAHEIM.
5. COMPENSATION
5.1 ANAHEIM shall pay CONTRACTOR for the Services render ed, pursuant to this Agreement, in accordance with the Cost Sheet attached hereto as Exhibit B. During the Initial Term, the maximum compensation payable to CONTRACTOR shall not exceed the sum of Four Hundred and Seventy -Five Thousand Dollars ($475,000). The amount of compensation payable in any optional one year renewal term authorized by the City shall be limited to the maximum contract amount for the immediately preceding one year term, plus any increase allowed under Paragraph 3. In addition, it is understood and agreed by the parties that full and complete payment for all Services provided pursuant to this Agreement shall not exceed the sum of Two Million Dollars ($2,000,000.00).
5.2 No Extra Services shall be rendered by CONTRACTOR, unless such Extra Work is first approved by written amendment to this Agreem ent. As used herein, “Extra Work” means any work that is determined by ANAHEIM to be necessary for the proper completion of the Services, but which is not included within the Scope of Services and which the Parties did not reasonably anticipate would be n ecessary at the execution of this Agreement. Compensation for any authorized Extra Work billed on a time and expense basis shall be paid in accordance with billing rates set forth in Exhibit B.
5.3 CONTRACTOR shall submit monthly invoices to ANAHEIM describing the work performed the preceding month. CONTRACTOR's bills shall include the name and title of the person who performed the work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable 4 expenditures. ANAHEIM shall pay CONTRACTOR no later than thirty (30) days after receipt of the monthly invoice by ANAHEIM staff.
5.4 All Parties recognize that the continuation of this Agreement after the close of any fiscal year of ANAHEIM, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget.
ANAHEIM does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of th e budget herein. No penalty shall accrue to ANAHEIM in the event this provision shall be exercised. Should termination be accomplished in accordance with this Section, a settlement shall be negotiated by the Parties based on items delivered, services provided, monies paid and monies due.
6. PROJECT MANAGER
6.1 CONTRACTOR shall designate a Project Manager, who shall coordinate the Services. This Project Manager shall be available to ANAHEIM at all reasonable times during the Term of this Agreement. It is expressly understood that the experience, knowledge, capability and reputation of the Project Manager is a substantial inducement for ANAHEIM to enter into this Agreement. Therefore, the Project Man ager shall be responsible during the Term of this Agreement for directing all activities of CONTRACTOR and devoting sufficient time to personally supervise the provision of Services hereunder. The Project Manager may not be changed by CONTRACTOR and no other personnel may be assigned to supervise the Services to be provided hereunder without the express written consent of ANAHEIM.
6.2 Any personnel or subcontractor, if any, who fail or refuse to perform the Services in a manner acceptable to ANAHEIM, or who are determined by ANAHEIM, in its sole discretion, to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, or a threat to the safety of persons or property, shall be promptly removed from the continuously furnish the necessary personnel to complete the Services on a timely basis as contemplated by this Agreement.
7. ADMINISTRATION
This Agreement will be administered by the ANAHEIM Police Department. The following employees of the ANAHEIM Police Department shall be authorized to take the following actions:
7.1 The Chief of Police or his/her designee is authorized to take any action on behalf of ANAHEIM as set forth herein in this Agreement, including, but not limited to authorizing extra work, executing amendments, exercising renewal options, negotiating and app roving compensation during renewal terms , and terminating Services; provided that the compensation payable to CONTRACTOR as a result of these actions does not exceed the amount(s) set forth in paragraph 5 above.
5 7.2 The Project Administrator shall have the power to act on behalf of ANAHEIM for review and approval of all Services performed by CONTRACTOR under this Agreement. The Project Administrator shall not be authorized to approve extra work, changes to compensation or rates, or renewal or termination of Services under this Agreement.
8. STANDARD OF CARE
8.1 CONTRACTOR shall perform all Services under this Agreement in a skil lful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. CONTRACTOR represents and maintains that it is skilled in the professional calling necessary to perform the Services.
CONTRACTOR warrants that all employees and subcontractors, if any, shall have sufficient skill and experience to perform the Services assigned to them. By delivery of completed work, CONTRACTOR certifies that the work conforms to the requirements of this Agreement; all applicable federal, state and local laws; and the professional standard of care.
8.2 CONTRACTOR represents and warrants to ANAHEIM that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature th at is legally required of CONTRACTOR to practice its profession. CONTRACTOR shall maintain a City of Anaheim business license during the term of this Agreement.
9. FAMILIARITY WITH WORK
By executing this Agreement, CONTRACTOR represents and warrants that CONTRACTOR: (i) has thoroughly investigated and considered the Services to be performed; (ii) has carefully considered how the Services should be provided; and (iii) fully understands the facilities, difficulties and restrictions attending the provision of the Services under this Agreement.
Should CONTRACTOR discover any latent or unknown conditions materially differing from those inherent in the provision of such Services or as represented by ANAHEIM, CONTRACTOR shall immediately inform ANAHEIM of su ch fact and shall not proceed except at CONTRACTOR’s risk until written instructions are received from ANAHEIM.
10. INDEPENDENT CONTRACTOR
10.1 Neither ANAHEIM nor any of its employees shall have any control over the manner, mode or means by which CONTRACTOR, its agents or employees, perform the services required herein, except as otherwise set forth herein. Except as expressly provided herein, ANAHEIM shall have no voice in the selection, discharge, supervision or control of CONTRACTOR’s employees, serv ants, representatives or agents, or in fixing their number, compensation or hours of service. CONTRACTOR shall perform all services required herein as an independent contractor of ANAHEIM and shall remain at all times, as to ANAHEIM, a wholly independent contractor with only such obligations as are consistent with that role. CONTRACTOR 6 shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of ANAHEIM. ANAHEIM shall not in any way or for any purpose become or be deemed to be a partner of CONTRACTOR in its business or otherwise or a joint venturer or a member of any joint enterprise with CONTRACTOR.
10.2 In consideration for the compensation paid to CONTRACTOR by ANAHEIM, CONTRACTOR agrees that ANAH EIM shall not be liable or responsible for any benefits, including, but not limited to, worker’s compensation, disability, retirement, life, unemployment, health or any other benefits, and CONTRACTOR agrees that it shall not sue or file a claim, petition or application therefor against ANAHEIM or any of its officers, employees, agents, representatives or sureties.
11. INSURANCE
11.1 Without limiting ANAHEIM’s right to indemnification, it is agreed that CONTRACTOR shall secure, prior to commencing any ac tivities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
.01 Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence. .02 Commercial/Comprehensive General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, as well as Independent Consultant’s/Contractor’s liability where appropriate, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis, but may include a deductible or self-insured retention of m ore than $10,000 per occurrence, provided that such deductible or self-insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement. .03 Commercial/Comprehensive Automobile Liability Coverage including —as applicable—owned, non-owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit, as required by California law. .04 Professional Liability Insurance in an amount not less than $2,000,000 per occurrence or per claim. Such insurance shall be written on a primary basis, but may include a deductible or self -insured retention of more than $10,000 per occurrence, provided that such deductible or self-insured retention is disclosed to ANAHEIM, in writing, at th e inception of this Agreement.
Any required coverage written with primary and excess layers to satisfy the minimum requirements of this Agreement must be submitted for approval by ANAHEIM’s Risk Manager prior to the inception of the final Agreement.
7 11.2 Each insuran ce policy required by this Agreement shall contain the following clause or shall otherwise provide for the following conditions: “This insurance shall not be cancelled, or limited in scope or coverage, until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805, except in the event of cancellation for non -payment of premium which shall provide for not less than ten (10) days' notice.”
11.3 Each insurance policy required by this Agreement, excepting policies for Professional Liability and Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
.01 “It is agreed that any insurance maintained by CONTRACTOR, pursuant to this Agreement, shall be primary to, and not contribute with, any insurance or self -insurance maintained by the City of Anaheim.”
.02 “The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM-designated volunteers are added as additional insureds as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.”
11.4 Prior to commencing an y work under this Agreement, CONTRACTOR shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONTRACTOR shall provide ANAHEIM (i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to A NAHEIM evidencing that the coverage, terms, and conditions set forth in the above -referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in Californ ia, (ii) possessing an A. M. Best’s rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good fai th opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; pro vided, however, that this provision shall not apply if the parties agree that CONTRACTOR shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.
11.5 In addition to other remedies ANAHEIM may have if CONTRACTOR fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:
8 .01 Order CONTRACTOR to stop work under this Agreement and/or withhold any payment(s ) which become due to CONTRACTOR hereunder until CONTRACTOR demonstrates compliance with the requirements hereof; or .02 Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONTRACTOR’s failure to maintain insurance or secure appropriate endorsements.
11.6 Nothing herein contained shall be construed as limiting in any way the extent to which CONTRACTOR may be held responsible for payments of damages to persons or property resulting from CONTRACTOR’s, (or CONTRACTOR’s contractors/subcontractor, if any) performance of the work covered under this Agreement.
11.7 In the event CONTRACTOR hires other persons or firms to perform some of the work related to this Agreement, CONTRACTOR shall ensure, and certify to ANAHEIM in writing that: (i) the acts or omissions of such persons or firms are covered under the above -referenced liability insurance; or (ii) such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of CONTRACTOR under this Agreement (except for firms which are not performing professional services -such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, CONTRACTOR shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.
11.8 ANAHEIM’s Risk Manager is hereby authorized to amend the requirements set forth herein in the event he determines that such amendment is in ANAHEIM’s best interest.
12. INDEMNIFICATION
12.1 As respects acts, errors or omissions in the performance of professional services, CONTRACTOR agrees to indemnify and hold harmless ANAHEIM , its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, directly arising out of the negligent acts, errors or omissions of the CONTRACTOR or any SUB-AGENT in the performance of professional services under this Agreement.
12.2 As respects all acts, errors or omissions that do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by general and automobile liability insurance, CONTRACTOR agrees to indemnify, defend (at ANAHEIM'S option), and hold harmless ANAHEIM, its officials, officers, employees, agents, and representatives from and against any a nd all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with CONTRACTOR’S (or CONTRACTOR'S AGENT or SUB - 9 AGENT, if any) acts, errors, omissions, o r work, relative to this Agreement; except for those Claims that arise out of the sole negligence or willful misconduct of ANAHEIM.
12.3 The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not ANAHEIM, CONTRACTOR, or any other person maintains, or fails to maintain, insurance coverage, or a self -insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.
13. PROGRESS
CONTRACTOR is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Services, activities performed and planned, and any required meetings.
14. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
The Parties recognize that a substantial inducement to ANAHEIM for entering into this Agreement is the professional reputation, experience and competence of CONTRACTOR.
Neither the whole nor any interest in, nor any of the rights or privileges grante d under this Agreement shall be assigned, transferred or encumbered in any way without the prior written consent of ANAHEIM. Any such purported assignment, transfer, encumbrance, pledge, subuse, or permission given without such consent shall be void as to ANAHEIM. If ANAHEIM approves an assignment or transfer, this Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the permitted successors and assigns of CONTRACTOR.
15. SUBCONTRACTING
CONTRACTOR shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of ANAHEIM. CONTRACTOR shall be fully responsible to ANAHEIM for all acts and omissions of any approved subcontractor.
Nothing in this Agreement shall create any contractual relationship between ANAHEIM and subcontractor nor shall it create any obligation on the part of ANAHEIM to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law.
ANAHEIM is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between the subcontractor and ANAHEIM pursuant to this Agreement.
16. USE AND OWNERSHIP OF DOCUMENTS AND DATA
16.1 ANAHEIM shall furnish to CONTRACTOR such documents and materials as may be relevant and pertinent to the provision of services hereunder as ANAHEIM may possess or acquire.
10 16.2 All documents and materials furnished by ANAHEIM to CONTRACTOR, Section
16.1, shall remain the property of ANAHEIM and shall be returned to ANAHEIM upon termination of this Agreement, for any reason. All documents or material prepared or caused to be prepared by CONTRACTOR, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of ANAHEIM, and ANAHEIM shall have the sole right to use such materials in its discretion without further compensation to CONTRACTOR or any other party. CONTRACTOR shall, at CONTRACTOR’s sole cost and expense, provide such documents and material to ANAHEIM upon prior written request.
16.3 Documents and material prepared by CONTRACTOR, pursuant to this Agreement, are not intended or represented to be suitable f or reuse by ANAHEIM or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from CONTRACTOR will be at ANAHEIM’s sole risk and without liability to CONTRACTOR. Further, any and all liability arising out of changes made to CONTRACTOR’s deliverables under this Agreement by ANAHEIM or persons other than CONTRACTOR, is waived against CONTRACTOR and ANAHEIM assumes full responsibility for such changes unless ANAHEIM has given CONTRACTOR prior notice and has received from CONTRACTOR written consent for such changes.
17. CONFIDENTIALITY
All documents, including drafts, preliminary drawings or plans, notes, ideas and communications that result from the Service s provided under this Agreement, shall be kept confidential by CONTRACTOR unless ANAHEIM authorizes, in writing, the release of said information.
18. INTELLECTUAL PROPERTY INDEMNITY
CONTRACTOR shall defend and indemnify ANAHEIM, its agents, officers, 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 ANAHEIM pursuant to this Agreement.
19. RECORDS
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 un der this Agreement and any services, expenditures and disbursements charged to ANAHEIM, 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 11 representative of ANAHEIM 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 the Agreement for a period of three (3) years from the date of final payment to CONTRACTOR under this Agreement.
20. WITHHOLDINGS
ANAHEIM may withhold payment to CONTRACTOR of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. CONTRACTOR shall not discontinue work as a result of such withholding. CONTRACTOR shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums.
CONTRACTOR shall be entitled to receive interest on any withheld sums at the rate of return that ANAHEIM earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld.
21. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional inexperience of CONTRACTOR which result in expense to ANAHEIM greater than what would have resulted if there were not errors or omissions in the work accomplished by CONTRACTOR, the additional cost and expense shall be borne by CONTRACTOR. Nothing in this paragraph is intended to limit ANAHEIM’s rights under the law or any other sections of this Agreement.
22. ANAHEIM'S RIGHT TO EMPLOY OTHER CONTRACTORS
CONTRACTOR acknowledges and agrees that this Agreement and the provision of services hereunder are nonexclusive and that ANAHEIM may enter into similar agreements with other entities for the provision of similar services.
23. CONFLICTS OF INTEREST
CONTRACTOR or its empl oyees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which: (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement; and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest.
If subject to the Act, CONTRACTOR shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by ANAHEIM. CONTRACTOR shall indemnify and hold harmless ANAHEIM for any and all claims for damages resulting from CONTRACTOR’s violation of this Section. 12 24. NOTICES
All notices, demands or other writings to be made, given or sent hereunder, or which may be so given or made or sent by either ANAHEIM or CONTRACTOR to the other shall be deemed to have been given when in writing and personally delivered or if mailed on the third (3rd) d ay after being deposited in the United States mail, certified or registered, postage prepaid, and addressed to the respective Parties at the following addresses:
If to ANAHEIM: City Clerk
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, California 92805
FAX No. (714) 765-4105
With copies to: Community Policing Team Lieutenant
City of Anaheim
Anaheim Police Department
425 So. Harbor Boulevard
Anaheim, California 92805
To CONTRACTOR:
Lyons Security Service, Inc.
505 S. Villa Real, Suite 203A
Anaheim, CA 92807
Phone No. (949) 298-6859
25. ENFORCEMENT OF AGREEMENT
25.1 Events of Default.
.01 For purposes of this Section 2 4, the word “Default” shall mean the failure of CONTRACTOR to perform any of CONTRACTOR’s duties or obligations or the breach by CONTRACTOR of any of the terms and conditions set forth in this Agreement. In addition, CONTRACTOR shall be deemed to be in Default upon CONTRACTOR’s (i) application for, consent to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of CONTRACTOR’s assets or of CONTRACTOR’s interests hereunder.
13 .02 ANAHEIM shall not be deemed to be in Default in the performance of any obligation required to be performe d by ANAHEIM hereunder unless and until ANAHEIM has failed to perform such obligation for a period of thirty (30) days after receipt of written notice from CONTRACTOR specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of ANAHEIM’s obligation is such that more than thirty (30) days are required for its performance, then ANAHEIM shall not be deemed to be in Default if ANAHEIM shall commence to cure such performance within such thirty (30) day perio d and thereafter diligently prosecute the same to completion.
25.2 Immediate Termination for CONTRACTOR’s Default. In the event of any Default by CONTRACTOR, ANAHEIM may immediately terminate this Agreement. Such termination shall be effective immediately upon receipt by CONTRACTOR of written notice from ANAHEIM. In such event, CONTRACTOR shall have no further rights hereunder, and ANAHEIM shall have all other rights and remedies as provided by law.
25.3 Termination Without Cause. ANAHEIM may terminate this Agreement at any time without the necessity of cause or Default by giving seven (7) days notice in writing to CONTRACTOR. In such event, the Parties shall have no further rights hereunder, except that CONTRACTOR shall be paid for all serv ices adequately rendered prior to such termination.
CONTRACTOR may not terminate this Agreement except for cause.
26. COMPLIANCE WITH ALL LAWS
CONTRACTOR shall at its own cost and expense comply with all statutes, ordinances, regulations and require ments of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by CONTRACTOR shall conform to applicable local, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator.
27. WAIVER
A waiver by either Party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character.
28. INTEGRATED CONTRACT
This Agreement and the Exhibits hereto contain the entire agreement of ANAHEIM and CONTRACTOR with respect to the matters covered hereby, and no agreement, statement or promise made by either ANAHEIM or CONTRACTOR which is not contained herein, shall be valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose.
14 29. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits, or any other attachments attached hereto, the terms of this Agreement shall govern.
30. INTERPRETATION
Each Party acknowledges that he/she/it has had the benefit of advice of competent legal counsel with respect to its decision to enter this Agreement. The provisions of this Agreement shall be interpreted to give effect to their fair meaning and shall be construed as prepared by both Parties.
31. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both CONTRACTOR and ANAHEIM and approved as to form by the City Attorney.
32. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of its terms and provisions to persons and circumstances other than those to which it has been held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
33. REMEDIES CUMULATIVE
The remedies given to ANAHEIM and CONTRACTOR herein shall be cumulative and are given without impairing any other rights given ANAHEIM or CONTRACTOR by statute or law now existing or hereafter enacted and the exercise on any one (1) remedy by ANAHEIM or CONTRACTOR shall not exclude the exercise of any other remedy.
34. NO THIRD PARTY BENEFICIARIES
The Parties intend that neither rights nor remedies be granted to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation or undertaking established herein.
35. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange.
15 36. DISCRIMINATION
CONTRACTOR agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry, national origin or other prohibited basis in its provision of Services or hiring of subcontractors or employees. To the extent this Agreement provides that CONTRACTOR offer accommodations or service s to the public, such accommodations or services shall be offered by CONTRACTOR to the public on fair and reasonable terms.
37. AUTHORITY
Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants the he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms. CONTRACTOR shall, at ANAHEIM’s request, deliver a certified copy of it governing board’s resolution or certificate authorizing or evidencing such execution.
38. EFFECTIVE DATE
This Agreement shall be effective on June 19, 2024 ("Effective Date"). [SIGNATURES ON FOLLOWING PAGE]
16 IN WITNESS WHEREOF, the parties hereto have cause d this Agreement to be executed on the dates hereinafter respectively set forth.
DATE OF EXECUTION:
CITY OF ANAHEIM
a municipal corporation
By:
“ANAHEIM”
ATTEST:
By: _
City Clerk of Anaheim
DATE OF EXECUTION:
LYONS SECURITY SERVICE, INC., a California
corporation
By: _____________________________________
Printed Name: _____________________________
Title: ___________________________________
“CONTRACTOR”
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By:
Kristin Pelletier
Chief Assistant City Attorney, Civil Division
Dated:
Attachments: Exhibit A – Scope of Services
Exhibit B – Cost Sheet
148214.2
17 EXHIBIT A
Scope of Services
The vendor shall respond to requests from the Police Department and/or other city entities to remove abandoned property (A.M.C. – 11.10.020 (a)) from public spaces, pick up refuse in the affected area, and transport the abandoned property to city storage sites for temporary storage . The vendor shall be responsible for processing abandoned property, including the intake and release of property and documentation showing the chain of custody of said property.
Tasks to be performed include:
Police Services:
• Develop a comprehensive understanding of police services concerning abandoned property pick-up, transport, and storage.
• Remove abandoned/stored personal property from all public areas within the confines of the attached Property Procedure Agreement.
• The vendor should conduct clean up in areas where abandoned property was located. • Respond to calls for service from APD and other City Departments. • Proactively patrol the city for abandoned property to tag for 24 hours, which is blocking a public right of way when not responding to calls for service.
Service Operations:
• Shift coverage (7 days a week, 7 am – 5 pm, & during park closure hours, 10:30 pm-5 am). • Participate in scheduled clean-ups involving multiple agencies (early morning or late night). • Vendor must provide trucks (2) and equipment to transport property and dispose of refuse. • Vendor should provide a storage facility of at least 2,000 sq. ft. or multiple smaller facilities throughout the city to store property.
• System to track bookings, disposal, and releases of property and cross-reference with any police reports.
• Hotline for people to call to schedule the release of property. • Release property to individuals requesting retrieval. • Release property to individuals requesting retrieval and/or provide extensions of property release.
• Allow the owner to authorize the release of property in writing for another on their behalf.
Documentation and Reporting:
• Provide a complete system for documenting the pickup, transport, storage, and disposal of abandoned property in accordance with Police Department Policy. • Catalog all abandoned property items, including description, condition, and location. • Create a detailed inventory list for tracking purposes. • Transport abandoned property to a designated secure facility for storage and sorting. 18 • Allocate appropriate storage space within the facility for sorted property. • Identify items suitable for disposal based on condition and legal requirements. • Maintain detailed records of all actions taken, including pick up, transport, storage, and disposal. • Document the chain of custody for each item from pick up to final disposition. • Provide regular monthly progress reports to the contract manager. • Address any discrepancies or issues promptly and transparently. • Conduct quarterly productivity analysis.
DELIVERABLES
A. Detailed Plan and Proposal: A comprehensive plan outlining the approach, timeline, and costs associated with the abandoned property pick up, transport, storage, disposal, and cleanup process.
B. Inventory and Documentation: A detailed inventory list of all abandoned property items, including descriptions, conditions, and locations, along with documentation of the chain of custody for each item.
C. Transportation and Storage: Evidence of secure transportation of items to the designated facility, along with documentation of proper packing, securing, and storage procedures implemented.
D. Disposal Documentation: Records of disposal activities, including documentation of items disposed of, disposal methods used, and compliance with environmental regulations.
E. Chain of Custody Documentation: Compreh ensive documentation of the chain of custody for all items from pick up to final disposition, including signatures and timestamps at each stage.
F. Tracking and Reporting: Regular progress reports and updates on the status of the project, including tracking of item movement, issues encountered, and resolutions implemented.
G. Refuse Pick Up and Disposal Confirmation: Documentation confirming the pickup and proper disposal of refuse from affected areas, including records of waste management services utilized.
H. Final Inspection Report: A final inspection report confirming satisfactory completion of the cleanup process, including any follow-up actions taken and recommendations provided.
I. Legal and Regulatory Compliance Documentation: Documentation demonstrating com pliance with all relevant laws, regulations, and permits throughout the project.
J. Police Department Sign-off: Confirmation from the contract manager acknowledging receipt and acceptance of all deliverables and completion of the contract obligations.
K. These deliverables ensure transparency, accountability, and compliance with contractual requirements, providing the client with assurance that the abandoned property pick-up, transport, storage, disposal, and cleanup process has been successfully executed. The vendor will document all findings, conclusions , and recommendations in a formal report, including opportunities for improvement, specific recommendations for implementation L. Vendor will produce the final products and accomplish the project objectives and ou tcomes through close interaction with APD staff.
M. Vendor will provide monthly status reports to the APD Project Coordinator, including a summary of all costs incurred and work performed by Vendor project team members during the period.
19 EXHIBIT B
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City of Anaheim RFP NO. 309-KV-05/02/2024
Collection, Storage, and Release of Abandoned Property
Cost Proposal
Our All-Inclusive cost includes the following:
1. Warehouse (18.87% of cost): A 2,500-square-foot warehouse in Anaheim at an undisclosed site. This site will be fully built out to meet the City Abandoned Property and Safe Keeping Project's needs without using Anaheim Facilities. This will include the storage of Safe-Keeping items for the required time period, the disposal of found refuse, technology to protect the property, data keeping, and monthly supplies required to complete the project.
2. Personnel (64.61% of cost): This covers the manpower hourly rate and benefits required to complete the contract.
3. Vehicles (16.51% of cost): Based on our experience with the project, the city would benefit from using two trucks: one midsize truck (6.69% of the cost) to maneuver tight spaces and one truck with a stake bed (9.82% of the cost) for refuse and larger pickups.
Lyons will supply both, along with the ongoing maintenance, gas, and insurance costs.
85.12 per hour, per staff member