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AGREEMENT
THIS AGREEMENT (" Agreement"), dated for purposes of identification only this r day of de- , 2024, is madeandenteredinto by andbetweenthe 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 sometimesindividually referredto hereinas Party" and collectively as "Parties."
WITNES SETH:
WHEREAS, ANAHEIM is a municipal corporation duly organized and validly existing under the laws of the Stateof California with the power to carry on its businessas it is now being conductedunder the statutesof the Stateof 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 releaseof abandonedproperty andproperty removed from public spacesfor safekeeping; and
WHEREAS, CONTRACTOR submitted a ProposaldatedMay 17, 2024, which Proposal meets the requirements set forth in the RFP ( the " Proposal"); and WHEREAS, ANAHEIM desiresto engageCONTRACTOR to provide services relatedto the collection, storage, and releaseof property, assetforth in the RFP and the Proposal the" Services"); and
WHEREAS, CONTRACTOR possessesthe skill, experience, ability, background, certification andknowledgeto provide theServicesunderthetermsandconditions setforth herein. 1 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 such 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 necessaryto fully and adequatelysupply 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," incorporatedhereinby paragraph1 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 Paragraph11below), for three(3) one-year termsat aprice to be negotiated, provided, however,that in no eventshall any increasein compensationexceedthe applicable Consumer Price Index for the LosAngeles-Long Beach-Anaheim, CAarea. ANAHEIM' s Chief of Police is herebyauthorizedto exerciseANAHEIM' S optionsto renewthis Agreementby giving written notice of suchrenewalto CONTRACTOR not lessthantwenty (20) daysprior 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 diligent and timely manner. The failure by CONTRACTOR to perform the Servicesin adiligent andtimely mannermay 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 beyondthe controlandwithout the fault or negligenceof CONTRACTOR, including, but not restricted to, acts of God or of the public enemy, unusually severeweather, fires, earthquakes, 2 floods, pestilence, andother naturalcatastrophes, epidemics, quarantinerestrictions, riots, strikes, freight embargoes, wars, litigation, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, governmentpriorities, restraintby court order or public authority and action or non-action by or inability to obtain the necessaryauthorization or approvalsfrom any governmentalagencyor authority, and/or actsof any governmentalagency, including ANAHEIM, which by the exerciseof due diligence such Party could not reasonablyhave beenexpectedto avoid and which by exercise of due diligence has been unable to overcome, if CONTRACTOR shall within ten (10) daysof the commencementof suchdelaynotify the Project Administrator in writing of the causesof the delay. The Project Administrator shall ascertain the facts and the extent of delay,andmayextendthetimefor performingtheServicesfor theperiodof theenforceddelay if, in the judgment of the Project Administrator, 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 soleremedyshall be an extensionof 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 Servicesrendered, pursuant to this Agreement, in accordance with the Cost Sheet attached hereto as Exhibit B. During the Initial Term,the maximum compensationpayableto CONTRACTOR shall not exceedthe sumof 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 contractamountfor the immediatelyprecedingoneyearterm,plus any increaseallowed under Paragraph 3. In addition, it is understoodand agreedby theparties 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 Servicesshall berenderedby CONTRACTOR, unlesssuchExtra Work is first approved by written amendment to this Agreement. As used herein, " Extra Work" meansany work that is determinedby ANAHEIM to be necessaryfor 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 necessary at the execution of this Agreement. Compensation for any authorizedExtra Work billed on a time and expensebasisshall be paid in accordancewith billing ratessetforth in Exhibit B.
5. 3 CONTRACTOR shall submit monthly invoices to ANAHEIM describing the work performedtheprecedingmonth. CONTRACTOR'sbills shall include thenameandtitle of the personwho performed the work, a brief description of the Servicesperformedand/or the specific taskin the Scopeof Servicesto which it relates,thedatethe Serviceswereperformed,the numberof hoursspenton all work billed on anhourly basis, anda descriptionof anyreimbursable 3 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 endson June30 of eachyear, shall be subject to budgetapprovalproviding for or covering suchcontractitemsasanexpenditurein saidbudget.
ANAHEIM doesnot representthat saidbudget item will be actually adopted, said determination being the determinationof the City Council at the time of the adoption of the budgetherein. No penalty shall accrue to ANAHEIM in the event this provision shall be exercised. Should terminationbeaccomplishedin accordancewith this Section, a settlementshallbenegotiatedby the Partiesbasedon items delivered, servicesprovided, moniespaid andmoniesdue.
6. PROJECT MANAGER
6. 1 CONTRACTOR shall designate a Project Manager, who shall coordinate the Services. This ProjectManagershallbe availableto ANAHEIM at all reasonabletimesduring the TermofthisAgreement. It isexpresslyunderstoodthattheexperience,knowledge,capabilityand reputation of the Project Manager is a substantial inducement for ANAHEIM to enter into this Agreement. Therefore, the Project Manager 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 changedby CONTRACTOR andno otherpersonnelmaybe assignedto supervisethe Servicesto be provided hereunder without the express written consent of ANAHEIM.
6. 2 Any personnelor subcontractor, if any, who fail or refuseto perform the Services in amanneracceptableto ANAHEIM, or who aredeterminedby ANAHEIM, in its solediscretion, to be uncooperative, incompetent, a threatto the adequateor timely completion of the Project, or a threat to the safety of personsor property, shall be promptly removed from the continuously furnish the necessarypersonnelto completethe Serviceson atimely basisascontemplatedby this Agreement.
7. ADMINISTRATION
ThisAgreementwill beadministeredbytheANAHEIMPoliceDepartment. Thefollowing employeesof theANAHEIM PoliceDepartmentshallbeauthorizedto takethe following actions:
7. 1 The Chief of Police or his/her designeeis authorizedto take any action on behalf of ANAHEIM assetforth herein in this Agreement, including, but not limited to authorizing extra work, executing amendments, exercising renewal options, negotiating and approving compensationduring 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.
4 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 skillful and competent manner, consistentwith the standardsgenerally 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 warrantsthat all employeesandsubcontractors, if any, shall havesufficient 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 applicablefederal, stateandlocal laws; and theprofessionalstandardof care.
8. 2 CONTRACTOR represents and warrants to ANAHEIM that it has, shall obtain, andshallkeepin full force in effect during thetermhereof,at its solecostandexpense,all licenses, permits, qualifications, insuranceand approvalsof whatsoevernaturethat is legally required of CONTRACTOR to practice its profession. CONTRACTOR shall maintain a City of Anaheim businesslicenseduring 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 consideredhow the Services should be provided; and (iii) fully understandsthe facilities, difficulties andrestrictionsattendingtheprovision of the Servicesunderthis Agreement.
ShouldCONTRACTORdiscoverany latentor unknownconditionsmateriallydiffering from thoseinherentin theprovision of suchServicesor asrepresentedby ANAHEIM, CONTRACTOR shall immediately inform ANAHEIM of such 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 employeesshall have any control over the manner,mode or meansby which CONTRACTOR, its agentsor 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, servants, representativesor agents, or in fixing their number, compensationor hours of service. CONTRACTOR shall perform all servicesrequired herein as an independentcontractorof ANAHEIM andshallremainat all times, asto ANAHEIM, a wholly independent contractor with only such obligations asare consistent with that role. CONTRACTOR 5 shall not at anytime or in any mannerrepresentthat it or any of its agentsor employeesareagents or employeesof ANAHEIM. ANAHEIM shall not in any way or for any purpose becomeor be deemedto be a partner of CONTRACTOR in its businessor otherwiseor a joint venturer or a member of any joint enterprise with CONTRACTOR.
10. 2 In considerationfor the compensationpaid to CONTRACTOR by ANAHEIM, CONTRACTOR agreesthat ANAHEIM shall not be liable or responsible for any benefits, including, but not limited to, worker' s compensation, disability, retirement, life, unemployment, healthoranyotherbenefits,andCONTRACTORagreesthatit shallnotsueorfile aclaim,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 activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
01 Workers' CompensationInsuranceas required by California law and Employers Liability Insurance in an amount not less than $ 1,000, 000 per occurrence. 02 Commercial/ComprehensiveGeneral Liability Insurance, including coveragefor Premisesand Operations, Contractual Liability, PersonalInjury Liability, Products/Completed OperationsLiability, aswell asIndependentConsultant's/Contractor'sliability whereappropriate, in an amount not less than $ 2, 000, 000 per occurrence, $ 4, 000, 000 annual aggregate, written on an occurrenceform. Suchinsuranceshallbewritten on a primary basis,but may include a deductible or self- insured retention of more than $ 10,000 per occurrence, provided that suchdeductible or self-insuredretention is disclosedto ANAHEIM, in writing, at the inceptionof 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, combinedsinglelimit, asrequiredby California law. 04 Professional Liability Insurance in an amount not less than $ 2, 000, 000 per occurrenceor per claim. Suchinsuranceshall 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-insuredretention is disclosedto ANAHEIM, in writing, at the inception of this Agreement.
Any required coveragewritten with primary and excesslayers 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.
6 11. 2 Each insurancepolicy 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 scopeor coverage, until after thirty ( 30) daysprior written notice hasbeen 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 lessthan ten 10) days' notice."
11. 3 Each insurancepolicy required by this Agreement, excepting policies for ProfessionalLiability and Workers' Compensation, shall contain the following clausesor shall otherwiseprovide for the following conditions:
01 " It is agreedthat any insurancemaintained 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, operationsand activities of, or on behalf of, the namedinsured, in regardto products suppliedto, or work or services performed for, or related to, the City of Anaheim."
11. 4 Prior to commencing any work under this Agreement, CONTRACTOR shall deliver to ANAHEIM insurancecertificates confirming the existenceof the insurance required underthis Agreement, andincluding the applicableclausesreferencedabove. Also, within thirty 30) daysof the executiondateof this Agreement, CONTRACTOR shallprovide ANAHEIM ( i) endorsements to the insurance policies that add to thesepolicies the applicable clauses referenced above, or ( ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above-referenced clauses are otherwise included in said insurance policies. Insurancerequiredhereundershall beplacedwith insurers ( i) admitted to write insurance in California, ( ii) possessing an A. M. Best' s rating of A VII or higher, or (iii) otherwise acceptableto 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 faith opinion, believes it may have coverageunder 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 suchrequired insurance; provided, however, thatthis provisionshallnot applyif thepartiesagreethatCONTRACTORshallfully defend, hold harmless, andindemnify ANAHEIM againstany suchclaim or other legal action.
11. 5 In addition to other remedies ANAHEIM may have if CONTRACTOR fails to provide or maintain any insurancepolicies or policy endorsementsto the extent and within the time herein required, ANAHEIM may, at its sole option:
7 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 insuranceor secure appropriate endorsements.
11. 6 Nothing herein contained shall be construed as limiting in any way the extentto which CONTRACTOR may be held responsiblefor paymentsof damagesto personsor 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 personsor firms to perform someof the workrelatedtothisAgreement,CONTRACTORshallensure,andcertifytoANAHEIM inwriting that: ( i) the acts or omissionsof such personsor firms are coveredunder 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(exceptfor firms which are not performing professional services-suchfirms shall not be required to carry the above- referenced professional liability insurance); and in either instance, CONTRACTOR shall provide, or causeto be provided, evidence of such insurancecoverage, 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 respectsacts, errors or omissionsin the performanceof professional services, CONTRACTOR agreesto indemnify and hold harmlessANAHEIM, its officials, officers, and employeesfrom andagainstany andall claims, losses,damages, defensecosts, or liability, of any kind or nature,directly arisingout of thenegligentacts,errorsor omissionsof theCONTRACTOR or any SUB-AGENT in theperformanceof professionalservicesunderthis Agreement.
12. 2 As respectsall acts, errors or omissions that do not arise directly out of the performanceof professionalservices, including but not limited to thoseacts, errors or omissions typically covered by general and automobile liability insurance, CONTRACTOR agreesto indemnify, defend(at ANAHEIM' Soption), andholdharmlessANAHEIM, its officials, officers, employees, agents, and representativesfrom andagainstany and all claims, losses, damages, defensecosts, or liability, of any kind or nature (collectively referredto hereinafteras "Claims"), arising out of or in connection with CONTRACTOR' S (or CONTRACTOR' S AGENT or SUB- 8 AGENT, if any) acts, errors, omissions, or 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 regardto whetheror not ANAHEIM, CONTRACTOR, or any other personmaintains, or fails to maintain, insurancecoverage, or a self-insuranceprogram, for any suchClaims; and (ii) shall survive the termination of this Agreement.
13. PROGRESS
CONTRACTORis responsiblefor keepingtheProjectAdministratorand/or his/herduly authorizeddesigneeinformed on aregularbasisregardingthe statusandprogressof the Services, activities performed and planned, and any required meetings.
14. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
ThePartiesrecognizethat a substantialinducementto ANAHEIM for enteringinto this Agreement is the professional reputation, experienceand competenceof CONTRACTOR.
Neitherthe whole nor any interestin, nor any of the rights or privilegesgrantedunderthis Agreement shall be assigned, transferred or encumberedin any way without the prior written consent of ANAHEIM. Any suchpurported 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 bebinding upon andinure to thebenefit of andshall apply to thepermitted successorsandassigns of CONTRACTOR.
15. SUBCONTRACTING
CONTRACTOR shall not subcontractany portion of the work to be performed under this Agreement without the prior written authorization of ANAHEIM. CONTRACTOR shallbe fully responsibleto ANAHEIM for all actsand omissionsof any approvedsubcontractor.
Nothing in this Agreement shall create any contractual relationship between ANAHEIM and subcontractornor shall it createany obligation on the part of ANAHEIM to pay or to seeto the payment of any monies due to any suchsubcontractorother than as otherwise required by law.
ANAHEIM is an intendedbeneficiary of any work performed by any subcontractorfor purposes of establishinga duty of care betweenthe subcontractorand ANAHEIM pursuantto this Agreement.
16. USE AND OWNERSHIP OF DOCUMENTS AND DATA
16. 1 ANAHEIM shall furnish to CONTRACTOR suchdocumentsandmaterialsasmay be relevantandpertinentto theprovisionof serviceshereunderasANAHEIM maypossessor acquire.
9 16. 2 All documentsandmaterialsfurnished 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 documentsand material to ANAHEIM upon prior written request.
16. 3 Documentsandmaterialpreparedby CONTRACTOR, pursuantto this Agreement, are not intended or representedto be suitable for reuse by ANAHEIM or others on any other project. Any useof completeddocumentsfor other projectsandanyuseof incompletedocuments without specific written authorization from CONTRACTOR will be at ANAHEIM' s sole risk and without liability to CONTRACTOR. Further, any andall liability arising out of changesmadeto CONTRACTOR' s deliverables under this Agreement by ANAHEIM or persons other than CONTRACTOR, is waived againstCONTRACTOR and ANAHEIM assumesfull responsibility for suchchangesunlessANAHEIM hasgiven CONTRACTOR prior notice andhasreceivedfrom CONTRACTOR written consent for such changes.
17. CONFIDENTIALITY
All documents, including drafts, preliminary drawings or plans, notes, ideasand communications that result from the Services provided under this Agreement, shall be kept confidential by CONTRACTOR unless ANAHEIM authorizes, in writing, the releaseof said information.
18. INTELLECTUAL PROPERTY INDEMNITY
CONTRACTOR shall defend and indemnify ANAHEIM, its agents, officers, representativesand employeesagainstany and all liability, including costs, for infringement of any United States' letterspatent,trademark, or copyright infringement, including costs, contained in thework productor documentsprovidedby CONTRACTORto ANAHEIM pursuantto 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 under this Agreement and any services, expendituresand disbursementschargedto ANAHEIM, for aminimumperiodof three (3) years, or for anylonger 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 10 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 inspectionof all work, data, Documents, proceedingsand 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 paymentto CONTRACTOR of any disputedsumsuntil satisfactionof the disputewith respectto suchpayment. Suchwithholding shall not be deemedto constitute a failure to pay according to the terms of this Agreement. CONTRACTOR shall not discontinuework asa result of suchwithholding. CONTRACTOR shall havean immediateright 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 earnedonits investmentsduringthetimeperiod, fromthedateof withholdingof any amounts found to have been improperly withheld.
21. ERRORS AND OMISSIONS
In the event of errorsor omissionsthat are due to the negligenceor professional inexperienceof CONTRACTOR which result in expenseto ANAHEIM greaterthanwhat would haveresultedif therewerenot errorsor omissionsin thework accomplishedby CONTRACTOR, theadditionalcostandexpenseshallbeborneby CONTRACTOR. Nothingin thisparagraphis intendedto limit ANAHEIM' s rights underthe law or any other sectionsof this Agreement.
22. ANAHEIM' S RIGHT TO EMPLOY OTHER CONTRACTORS
CONTRACTOR acknowledgesand agreesthat this Agreementand the provision of serviceshereunderare 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 employees 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 interestthatmayforeseeablybemateriallyaffectedbytheworkperformedunderthisAgreement; 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 soconstitutesa material breachandis groundsfor immediatetermination of this Agreement by ANAHEIM. CONTRACTOR shall indemnify and hold harmlessANAHEIM for any andall claims for damagesresulting from CONTRACTOR' sviolation of this Section. 11 24. NOTICES
All notices, demandsor otherwritingsto bemade, givenor senthereunder, or whichmay be sogiven or madeor sentby eitherANAHEIM or CONTRACTOR to the othershall be deemed to havebeengivenwhenin writing andpersonallydeliveredor if mailedonthethird (3rd) day after being deposited in the United Statesmail, certified or registered, postageprepaid, and addressedto the respectivePartiesat 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 24, the word " Default" shall mean the failure of CONTRACTORto performanyof CONTRACTOR's dutiesor obligationsor the breachby 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, reorganizationor insolvencylaw (unlessin thecaseof aninvoluntary petition,thesameisdismissedwithinthirty( 30)daysof suchfiling); or(v) sufferingorpermitting to continueunstayedandin effectfor fifteen( 15)consecutivedaysanyattachment, levy, execution or seizure of all or a substantial portion of CONTRACTOR' s assets or of CONTRACTOR' s interests hereunder.
12 02 ANAHEIM shall not be deemedto be in Default in theperformanceof any obligation required to be performed by ANAHEIM hereunderunlessand until ANAHEIM has failed to perform suchobligation for aperiod of thirty( 30) daysafter receiptof written notice from CONTRACTOR specifying in reasonable detail the nature and extent of any such failure; provided, however, thatif thenatureof ANAHEIM' sobligationis suchthatmorethanthirty (30) days are required for its performance, then ANAHEIM shall not be deemedto be in Default if ANAHEIM shall commenceto cure such performance within such thirty ( 30) day period and thereafter diligently prosecute the same to completion.
25. 2 ImmediateTermination for CONTRACTOR' sDefault. In the eventof any Default by CONTRACTOR, ANAHEIM may immediately terminate this Agreement. Such termination shall beeffective immediatelyuponreceipt by CONTRACTOR of written notice from ANAHEIM. In such event, CONTRACTOR shall have no further rights hereunder, and ANAHEIM shall haveall other rights andremediesasprovided by law.
25. 3 Termination Without Cause. ANAHEIM may terminatethis Agreementat any time without the necessityof causeor Default by giving seven (7) daysnotice in writing to CONTRACTOR. In such event, the Parties shall have no further rights hereunder, except that CONTRACTOR shall be paid for all services adequatelyrenderedprior to such termination.
CONTRACTOR may not terminate this Agreement except for cause.
26. COMPLIANCE WITH ALL LAWS
CONTRACTOR shall at its own cost and expensecomply with all statutes, ordinances, regulations and requirementsof all governmental entities, including federal, state, county or municipal, whethernow in force or hereinafterenacted. In addition, all work prepared by CONTRACTOR shall conform to applicable local, county, state and federal laws, rules, regulationsandpermit requirementsandbe subjectto approvalof theProjectAdministrator.
27. WAIVER
A waiver by either Party of any breach, of any term, covenant or condition containedherein shall not be deemedto be a waiver of any subsequentbreachof the sameor 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 respectto the matterscoveredhereby, andno agreement, statementor promise made by either ANAHEIM or CONTRACTOR which is not contained herein, shall be valid or binding. No prior agreement, understandingor representationpertaining to any such matter shall be effective for any purpose.
13 29. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits, or any other attachmentsattachedhereto, the termsof this Agreementshall 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 construedas prepared by both Parties.
31. AMENDMENTS
This Agreementmay bemodified or amendedonly by awritten documentexecuted by bothCONTRACTORandANAHEIM andapprovedasto formby theCity Attorney.
32. SEVERABILITY
If anytermorprovisionof thisAgreementor theapplicationthereofto anyperson or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or theapplication of its termsandprovisions to personsandcircumstancesotherthan thoseto whichit hasbeenheldinvalidor unenforceableshallnot beaffectedthereby, andeach termandprovisionof thisAgreementshallbevalidandenforceableto thefullestextentpermitted by law.
33. REMEDIES CUMULATIVE
The remedies given to ANAHEIM and CONTRACTOR herein shall be cumulative and aregivenwithoutimpairinganyotherrightsgivenANAHEIM or CONTRACTORby statuteor lawnow existingor hereafterenactedandtheexerciseonanyone (1) remedyby ANAHEIM or CONTRACTOR shall not excludethe exerciseof any other remedy.
34. NO THIRD PARTY BENEFICIARIES
The Parties intend that neither rights nor remedies be granted to any third party as a beneficiaryof this Agreementor of anycovenant, duty, obligationor undertakingestablished herein.
35. CONTROLLING LAW AND VENUE
The laws of the Stateof California shall governthis Agreement and all matters relating to it and any action brought relating to this Agreementshall be adjudicatedin a court of competent jurisdiction in the County of Orange.
14 36. DISCRIMINATION
CONTRACTOR agreesnot to discriminate againstany personor classof persons by reasonof sex, color, race, creed, religion, marital status, handicap, ancestry, national origin or otherprohibited basisin its provision of Servicesor hiring of subcontractorsor employees. To the extent this Agreement provides that CONTRACTOR offer accommodations or services to the public, suchaccommodationsor servicesshall beoffered by CONTRACTOR to thepublic 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 authorizedto executeanddeliver this Agreementon behalf of suchentity or organizationand 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]
15 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.
DATE OF EXECUTION:
CITY OF ANAHEIM
a municipal cor orati n
IA C„ By:
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f •' 011/ ). I01 "ANAHEIM"
ATTES 21,111,OUNDE,0
Ci erk of Anaheim 111
DATE OF EXECUTION:
LYONS SECURITY SERVICE, INC., a California
corporation
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By: Iv
Printed Name: I0; 1. LokaS (2.uZeke_
Title: PPrtS`4)041—
CONTRACTOR"
APPROVED AS TO FORM:
ROBERT FAB A, CIT ORNEY
By:
Krist n Pelletier
Chi '' Assistant City Attorney, Civil Division
Dated: (/ e/e2t-t
Attachments: Exhibit A— Scope of Services
Exhibit B— Cost Sheet
148214. 2
16 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. 17 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: Comprehensive 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 compliance 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 outcomes 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. 18 EXHIBIT B
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19 Exhibit A- PROPOSERS CERTIFICATION AND PROPOSAL ITEM PRICING Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal.
Proposal Item Price- Pricing shall be based on the scope of services described in this RFP. Cost proposal shall include all costs.
LINE DELIVERABLE HOURLY RATE
1 Abandon PropertyStaffing- All- Inclusive Pricing 85. 12 2 Pricing breakdown on page to follow
3 4
Lyons Security Service, Inc. 949) 298- 6859
LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS
P. O. Box 18955, Anaheim CA, 92807
BUSINESS ADDRESS
Nicholas Guidice President
PRINTED NAME OF AUTHORIZED AGENT TITLE
May 16 2024 Nicholas@lyonssecurityinc. com
SIGNATU = OF AUTHORIZED AGENT DATE E- MAIL ADDRESS
33- 0726010 PPO 12687
FEDERAL ID NUMBER ( IF APPLICABLE) CONTRACTOR LICENSE NUMBER ( IF APPLICABLE) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. 23 LYONS
ALWAYS ON TARGET.
SECURITY SERVICE, INC.
P. P. O. 12687
Cost Proposal
Our All- Inclusive cost includes the following: 85. 12 per hour, per staff member
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.
City of Anaheim RFP NO. 309- KV- 05/ 02/ 2024
Collection, Storage, and Release of Abandoned Property