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HomeMy WebLinkAboutAGMT - Sectran Security W Y✓$ y O .fi ' . ! „-.4 . a.a INC. ARMORED TRUCK SERVICES AGREEMENT CONTRACT# 5231 THIS AGREEMENT is made this / 4 2 ' day of April 2008 by and between SECTRAN SECURITY, INCORPORATED, a California Corporation (`SECTRAN ") and CITY OF SEAL BEACH ( "CITY "). WHEREAS, CITY desires to have a reputable company collect, transport and deliver shipments of currency, coins, checks, bankcards, money orders, travelers' checks and other valuable property (collectively referred to as "PROPERTY "). PROPERTY does not include cash letters; and WHEREAS, SECTRAN has performed such SERVICES for CITY since 1999; and WHEREAS, SECTRAN represents that is qualified and bonded to perform the services. NOW, THEREFORE, in consideration of the covenants and promises hereinafter contained, the parties hereto agree as follows: 1. SERVICES. 1.1 SECTRAN shall accept, transport and deliver shipments of PROPERTY provided to SECTRAN by the CITY (the "SERVICES" hereinafter). "SHIPMENT" in this agreement shall mean each consignment provided by CITY of one or multiple items of PROPERTY (in one or multiple containers) to be transported from one address to another designated address. Each SHIPMENT shall be sealed or locked and clearly labeled with CITY's name and delivery location. SECTRAN has no duty or obligation to accept a SHIPMENT lacking the requisite seal or lock or with a seal or lock appearing to be broken, defective, altered or the subject of tampering. 1.2 Concurrently with each SHIPMENT, CITY shall provide an inventory itemizing each item within the SHIPMENT. CITY agrees not to conceal, misrepresent, or omit to disclose any material fact or circumstance concerning the PROPERTY tendered to, received by or delivered by SECTRAN. 1.3 Concurrent with SECTRAN'S acceptance of each SHIPMENT, each party shall execute a receipt evidencing the transfer of possession. The execution of such receipt shall constitute an evidentiary admission that the transfer has occurred. 1.4 SECTRAN will provide the Services in accordance with the schedule on Exhibit A attached hereto and incorporated herein by this reference except with respect to the following holidays. If requested by CITY and agreed to by SECTRAN, holiday service will be provided at a premium fee to be agreed to at the time of CITY'S request and SECTRAN'S approval. The holidays are: S7296-0001 \ 1 03 4797 v4. doc �-=, ©NAL r f • • (i) New Years Day (ii) Martin Luther King's Birthday (iii) Presidents' Day (iv) Memorial Day (v) Independence Day (vi) Labor Day (vii) Columbus Day (viii) Veterans Day (ix) Thanksgiving Day (x) Christmas Day 1.5 SECTRAN reserves the right to refuse any SHIPMENT with a stated -value in excess of the maximum liability amount set forth on Exhibit A. Should SECTRAN accept tender of a SHIPMENT in excess of the maximum limit, SECTRAN'S potential liability shall not exceed the maximum liability amount set forth in Section 5.3. CITY assumes all risk of loss or damage associated with each SHIPMENT with a stated or actual value exceeding the maximum liability amount. Alternatively, CITY may defray such risk by electing to purchase, on behalf of SECTRAN, Excess Liability coverage at an additional cost of $0.15 per each $1,000.00 (or any fraction thereof) in excess of the maximum liability amount. By paying the cost of excess coverage, CITY will obtain the actual value for any substantiated loss of such SHIPMENT. 2. PAYMENT FOR SERVICES RENDERED. 2.1 For SERVICES performed, CITY shall pay SECTRAN the fees set forth on Exhibit A within 30 days of its receipt of an invoice from SECTRAN. Such invoice shall include, if applicable, federal, state and local taxes. 2.2 The parties expressly agree that the consideration is based upon the limited liability assumed by SECTRAN pursuant to Section 5.3. 2.3 CITY acknowledges late payments hereunder shall cause SECTRAN to incur costs not contemplated by this Agreement, the exact amount of which is extremely difficult to ascertain at this time. Such costs relate to, but are not limited to, processing, administrative and accounting. Accordingly, if any payment shall not be received by SECTRAN within the timeframe specified in Sub - section 2.1, then, without any further notice, CITY shall pay SECTRAN a late charge of 6% of such past due amount or, alternatively, the maximum 2 of 14 S7296- 0001 \1034797v4.doc s @J1NAL • • permitted by law until full payment is received. The parties agree this late charge represents a fair and reasonable estimate of the costs and expenses SECTRAN will foreseeably incur by reason of CITY'S late payments. SECTRAN'S acceptance of late payments and /or late charges shall not constitute a waiver of CITY'S breach nor prevent SECTRAN from exercising all rights or remedies hereunder or as may be provided by law. SECTRAN reserves the right to require CITY to make quarterly pre - payments for future services where CITY has breached its duty to timely pay its obligations. Alternatively, SECTRAN reserves the right to immediately cancel or terminate this Agreement. 3. TERM. 3.1 This Agreement shall commence and be in full force upon the date hereof for 1 year from the date of this Agreement and shall automatically renew thereafter from year to year until cancelled by either party by giving written notice thereof at least 30 days in advance of each anniversary of the Contract Date. 3.2 Upon termination of this Agreement for any reason, each party shall be released from all obligations and liabilities to the other occurring or arising subsequent to the date of termination except as provided in Sections 8, 9, 11, 14 and 16 hereof and except that any termination of this Agreement shall not relieve CITY from any obligation to pay SECTRAN for SERVICES performed prior to the effective date of cancellation. 4. RELATIONSHIP OF PARTIES. 4.1 SECTRAN agrees and acknowledges that: 4.1.1 SECTRAN is an independent contractor; 4.1.2 That nothing in this Agreement shall be considered to create an employee /employer relationship between CITY on one hand and SECTRAN on the other hand. 4.2 SECTRAN is solely responsible for the payment of any taxes and /or assessments imposed on account of the payment of consideration to, or the performance of services by SECTRAN pursuant to this Agreement including, without limitation, any California Unemployment Insurance Taxes, Federal and State Income Taxes, Federal Social Security payments and California Disability Insurance Taxes. CITY shall not, by reason of SECTRAN'S status as an independent contractor and the representations contained herein, make any withholdings or payments under said taxes with respect to consideration paid to SECTRAN hereunder. 5. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES. 5.1 Without limiting any express financial or liability provisions provided for in this Agreement, SECTRAN shall not be liable to CITY for any indirect, consequential, exemplary, special, incident or punitive damages including, 3 of 14 S7296 -0001 \1034797v4.doc ' =` azoNAL • • without limitation, lost business, revenue, profits or goodwill, arising in connection with this Agreement under any theory of tort, contract, warranty, strict liability or negligence. 5.2 SECTRAN makes no warranties, express or implied as to any Services provided hereunder. SECTRAN specifically disclaims any and all implied warranties, including without limitation, any implied warranties of merchantability, fitness for a particular purport or title or non - infringement of third party rights. 5.3 Notwithstanding the foregoing, SECTRAN'S total liability hereunder for providing the SERVICES shall in no event exceed the lesser of: (1) CITY'S proven direct damages, excluding interest thereon and excluding any indirect, consequential, exemplary, special, incident or punitive damages. (ii) $200,000.00. The foregoing limitation applies to all causes of action and claims, including, without limitation Breach of Contract, Breach of Warranty, Negligence, Strict Liability, Misrepresentation and other torts. It is further understood and agreed that SECTRAN shall not be responsible for any loss or damage caused by hostile or warlike action, civil disorders or any governmental action, whether such loss be direct or indirect, proximate or remote. 5.4 CITY acknowledges and accepts the reasonableness of the foregoing disclaimer and limitations of liability. Furthermore, CITY expressly agrees that the consideration due SECTRAN for the SERVICES to be provided herein is based upon the limited liability assumed by SECTRAN as described herein. In the event the value of the contents of shipments exceeds $200,000.00 more than 15 times in any calendar month, the parties hereby agree to renegotiate the compensation to be paid to SECTRAN in consideration of the increase in liability. In the event the parties hereto agree on the revised terms to this Agreement, SECTRAN shall increase the liability ceiling herein and increase the related bonds and insurance policies. 6. DELIVERY OR LOSS. 6.1 Upon SECTRAN'S delivery, in marketable condition, of 100% of all the PROPERTY items listed in the inventory for any SHIPMENT to the designated recipient, SECTRAN'S liability with respect to such SHIPMENT shall automatically terminate. In the event of non - delivery of a SHIPMENT, SECTRAN'S liability with respect to such SHIPMENT shall automatically terminate if SECTRAN returns to CITY, in marketable condition, 100% of all the PROPERTY items listed in the inventory for that shipment of PROPERTY. CITY assumes all liability for all PROPERTY while in CITY'S control, on CITY'S premises (unless the PROPERTY has already been transferred to 4 of 14 S7296 -0001 \1034797v4.doc 141111 @EC ikia • • SECTRAN) and /or within the possession, custody or control of CITY'S employees, representative, agents or designees. 6.2 In the event of loss, the parties shall cooperate, in reviewing the events leading to the loss, and shall reconstruct any lost checks. Subject to the cap on liability set forth in Section 5.3, SECTRAN shall pay CITY: a. The reasonable and necessary cost to reconstruct such checks; b. The reasonable and necessary costs incurred in connection with stop payment procedures; and c. The face value of checks that could not reasonably be reconstructed. In this Section 6.2, the words "reconstruct" and "reconstructed" shall mean efforts designed to identify: (i) The maker or endorser of the check; and (ii) The face amount of the check. 6.3 CITY shall notify SECTRAN in writing of any claimed loss (actual or suspected) within 24 hours after such Loss is sustained (or believed to have been sustained) but in no event later than 90 days after CITY'S delivery of the PROPERTY to SECTRAN. SECTRAN shall bear no liability whatsoever for any Loss (whether discoverable or not) for which CITY fails to notify SECTRAN within this requisite 90 -day notice period. CITY shall furnish proof of loss in a form reasonably satisfactory and shall promptly assist SECTRAN or its insurer in any investigation pertaining or relating to said Loss. Upon payment of the Loss to CITY, SECTRAN or its insurer shall be subrogated to CITY'S rights and remedies of recovery to the extent of such payment. 6.4 Notwithstanding any other provision hereof, SECTRAN shall not be liable for any Loss caused by or resulting from: (i) Any hostile, terroristic or war -like action in time of peace or war including counteraction taken to hinder, combat or defend against an actual, impending or expected attack by any government or sovereign power (dejure or de facto) or by any authority, agent or group maintaining or using military, naval, air or combat forces. (ii) Any weapon of war or weapon of mass destruction to include but not limited to those employing atomic fission, radioactive force, nuclear • reaction, chemical reaction, biological reaction or radiation from any atomic, nuclear or chemical impetus whether in time of peace or war. (iii) Any actual or perceived insurrection, rebellion, revolution, civil war, civil unrest, riot, terrorism, usurped power, coup or action or any counteraction taken by governmental, sovereign or military authority, agent or group to 5 of 14 S7296 -0001 \I034797v4.doc 41 ©Riga • • • hinder, impede, combat or defend against such occurrence, aggression, seizure or destruction whether controlled or uncontrolled and whether such Loss is directly, indirectly, proximately or remotely caused by, contributed to or aggravated by such peril(s) in whole or in part. (iv) Any occurrence, seizure, destruction, quarantine and /or confiscation, for any reason or no reason whatsoever, by any federal, state, county or local governmental agency or public authority whether by formal or informal order, decree, directive or request. (v) Any Loss whatsoever associated with, or merely suspected or believed to be associated with, contraband of any kind, any unlawful transportation thereof and /or any unlawful trade. (vi) With respect to Sub - sections (iv) and (v) above, SECTRAN shall voluntarily relinquish PROPERTY to any federal, state, county or local governmental agency or public authority whether by formal or informal order, decree, directive or request. SECTRAN shall have no duty or obligation whatsoever to protest, refuse or challenge any such agency or authority. (vii) Any claimed shortage in or disappearance of any portion of the contents of any SHIPMENT delivered to the designated recipient with the unopened, undisturbed, unaltered identical seal or lock affixed to the SHIPMENT by the CITY. (viii) Any Loss exceeding the maximum liability amount per SHIPMENT as set forth in Section 5.3. (ix) Any Loss resulting from a failure to furnish service where such is prevented by war, riot, civil unrest, natural disaster, fire, man -made disaster, road/highway closure, act of God, strikes, labor disturbance, lockout, epidemic, power failures, power surges, national, state, county or local emergencies or any other condition, event or circumstance SECTRAN determines to be commercially undesirable or which may impair or impede the health, safety or welfare of SECTRAN'S employees, CITY'S employees, third parties, the public or the cargo within SECTRAN'S control. (x) Any breakage, damage to, crack, disfigurement or discoloration of any statuary, marble, glassware, bric-a -brac, porcelain, artistic or any similar fragile item or any part thereof. (xi) Any omission by SECTRAN to accept any tender of PROPERTY, to provide service or to provide timely service as scheduled at any location or any Loss resulting from a delayed or untimely delivery of PROPERTY to designated recipient. 6 of 14 S7296 -0001 \1034797v4.doc 411 ©MOM • • 7. INSURANCE. SECTRAN shall have insurance as follows: 7.1 General Liability (including premises and operations, contractual liability, personal injury. independent contractors liability). SECTRAN shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of comprehensive General Liability insurance, with limits of $1,000,000.00 for each occurrence and in the aggregate, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts or omissions of SECTRAN, its officers, employees, agents and independent contractors. If such insurance contains a general aggregate limit, either the general aggregate shall apply separately to this project, or the general aggregate limit shall be 3 times the occurrence limit. 7.2 Automobile Liability (including owned, non - owned, and hired autos). SECTRAN shall at all times during the Term of this Agreement also carry, maintain, and keep in full force and effect a policy or policies of commercial automobile liability insurance with a combined single limit of $1,000,000.00, single limit, per occurrence for bodily injury and property damage, which will cover the drivers and automobiles used to perform SERVICES pursuant to this Agreement. Such insurance shall include coverage for owned, non - owned, and hired automobiles. 7.3 Workers' Compensation. SECTRAN shall, to the extent required by state law, provide Workers' Compensation Insurance, including employer's liability coverage, for the protection of SECTRAN's employees, with a minimum limit of $1,000,000.00 or the amount required by law, whichever is greater. SECTRAN shall file a certificate of insurance which evidences that SECTRAN is in compliance with said Workers' Compensation Insurance requirement. SECTRAN shall require all subcontractors similarly to provide such Workers' Compensation Insurance and certificates of insurance for their respective employees. 7.4 The general liability policy shall be endorsed to state that CITY, its officers, officials, employees, agents, representatives and volunteers (collectively hereinafter "CITY" in this Section 7) shall be covered as additional insureds with respect to the SERVICES performed by SECTRAN. The automobile liability policy shall be endorsed to state that CITY shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any automobile owned, leased, hired or borrowed by SECTRAN or for which SECTRAN is responsible. 7.5 The insurance provided by SECTRAN shall be primary to any coverage available to CITY and shall provide that any insurance or self - insurance maintained by City shall be in excess of SECTRAN's insurance and shall not contribute with it. 7.6 The insurance provided by SECTRAN shall be endorsed to state that the insurer shall waive all rights of subrogation against CITY. 7 of 14 S7296- 0001 \1034797v4 doc Al ©NM • • 7.7 The policy or policies required herein shall be issued by an insurer admitted in the State of California with a rating of at least B +, VII in the latest edition of A.M. Best's insurance guide. 7.8 The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates shall also specifically state that the coverage contained in those policies affords insurance in compliance with the terms and conditions as set forth in this Agreement. 7.9 Deductibles. Any deductibles or self - insured retentions must be declared to and approved by CITY prior to the execution of this Agreement by CITY. At the option of CITY, either the insurer shall reduce or eliminate the deductibles or self - insured retentions as respects CITY, or SECTRAN shall procure a bond guaranteeing payment of losses and expenses. 7.10 Notice of Policy Changes. Each such insurance policy shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, non - renewed, or materially changed for any reason, without 30 days prior written notice thereof given by the insurer to CITY by U.S. mail, certified, or by personal delivery. In addition to such notice provided to CITY by the insurer, SECTRAN shall also provide CITY with 30 days prior written notice, by certified mail return receipt requested, of the suspension, voiding, cancellation, reduction in coverage or in limits, non - renewal, or material change for any reason, of any such insurance policy or policies. 7.11 Evidence of Coverage. At all times during the term of this Agreement, SECTRAN shall maintain on file with the City Clerk a certificate or certificates of insurance in a form provided by the City, showing that the aforesaid policies are in effect in the required amounts, the additional insureds are named therein, and the policies cannot be cancelled, reduced or otherwise modified except with 30 days written notice by the insurance carrier to the CITY. The duplicate originals , and original endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates shall also specifically state that the coverage contained in those policies affords insurance in compliance with the terms and conditions as set forth in this Agreement. The procuring of such insurance or the delivery of duplicate originals and endorsements evidencing the same shall not be construed as a limitation on SECTRAN's obligation to indemnify City and City Personnel. 7.12 Nothing contained herein shall be construed as limiting in any way SECTRAN's obligations of indemnification under Section 9 or any other extent to which SECTRAN may be held responsible for payment of damages to persons or property resulting from its operations. 8 of 14 S7296- 0001 \1034797v4.doc ri ! i1 ©EOM • • 8. ARBITRATION. The parties agree to submit any dispute relating to the SERVICES, or payment or non- payment therefor, to non - binding arbitration. As a condition precedent to arbitrating any dispute, the aggrieved party shall first submit to the other party a detailed demand setting forth all known or reasonably believed facts, dates, involved persons, witnesses, calculation of losses, damages and all other pertinent facts along with all available supporting or corroborating documentation. Within 30 days of receiving such demand, the other party shall, in a like manner and like form, respond thereto. Should the parties not resolve the dispute, each agrees that the claim or controversy shall be submitted to arbitration. The American Arbitration Association rules respecting commercial disputes shall govern the proceedings. However, this Agreement shall be interpreted pursuant to California contract law. The proceedings shall take place in either Orange County, California or Los Angeles County, California. The arbitrator shall be mutually chosen by the parties from a panel of qualified persons knowledgeable in the field of commercial disputes and shall be a current or former California jurist. The parties shall equally share arbitration costs and fees during the resolution process but such fees and costs shall be reimbursed to the prevailing party. The losing party shall pay the prevailing party all attorneys' fees, legal costs, arbitration fees, investigative costs and photocopying costs incurred in the course of arbitration or litigation. The parties waive all rights to request or to recover in any action punitive damages, exemplary or treble damages, loss of business income, loss of good will as well as incidental and consequential damages as such are subject to speculation, conjecture and are costly to prove to the requisite standard of proof. It is agreed without any reservation whatsoever that any arbitration, action, suit, or proceeding should be commenced within 12 months of the date any claim or loss is discovered. Notwithstanding the above, it is hereby acknowledged and agreed to by the parties hereto that no arbitration award in favor of CITY shall exceed the cap on liability as described in Section 5 hereof, and no arbitration award in favor of SECTRAN shall exceed the figure claimed by SECTRAN to be the amount owed by the CITY for SERVICES rendered. 9. INDEMNIFICATION. 9.1 SECTRAN shall defend, indemnify, and hold CITY harmless from all losses, claims of losses, damages, claims, liability and expenses (including without limitation, court costs and attorneys' fees) arising out of the acts, omissions or misconduct of SECTRAN, its officers, agents, employees, or authorized representatives. 9.2 CITY shall defend, indemnify, and hold SECTRAN harmless from all losses, claims of losses, damages, claims, liability and expenses (including without limitation, court costs and attorneys' fees) arising out of the acts, omissions or misconduct of CITY, its officers, agents, employees, or authorized representatives. 9.3 The provisions of this Section 9 shall survive the termination of this Agreement. 9 of 14 S7296- 0001 \1034797v4.doc ljii @ • • 10. TERMINATION. The following events shall, at the nondefaulting party's option, constitute a default and result in the termination of this Agreement: 10.1 Breach or default of any of the terms, obligations, covenants, or representations under this Agreement, which is not waived in writing by the nondefaulting party. 10.2 Either party makes a general assignment for the benefit of creditors. 10.3 A receiver of all or substantially all of the property of either party is appointed and not removed within 30 days. 10.4 Either party files a petition for reorganization under the provision of federal bankruptcy laws. 10.5 Either party files a petition for an arrangement under federal bankruptcy laws. 10.6 Either party becomes or is declared insolvent. 10.7 Either party files a petition in bankruptcy or is adjudged bankrupt. 11. PROTECTION OF CONFIDENTIAL TRADE SECRETS AND PROPRIETARY INFORMATION. 11.1 All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other documents and data provided to SECTRAN in connection with the performance of this Agreement shall be held confidential by SECTRAN. Such materials shall not, without the prior written consent of CITY, be used by SECTRAN for any purposes other than the performance of the SERVICES. Nor shall such materials be disclosed to any person or entity not connected with the performance of the SERVICES. Nothing furnished to SECTRAN that is otherwise known to SECTRAN or is generally known, or has become known, to the related industry shall be deemed confidential. SECTRAN shall not use CITY's name or insignia for any publicity pertaining to the SERVICES provided under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY. 11.2 SECTRAN's failure to comply with the provision of this Section 11 shall give CITY the right, in addition to all other remedies CITY may have, to seek injunctive relief and to terminate any benefit or compensation to which SECTRAN may be otherwise entitled following termination of this Agreement. 10 of 14 S7296- 0001 \1034797v4.doc Ai ©HO/ • • 12. CONTROLLING LAW. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California, the State in which this Agreement is being executed. 13. ASSIGNMENT. Neither party shall have the right to assign this Agreement without the prior consent of the other party in writing. 14. ATTORNEYS' FEES. In the event arbitration or litigation is brought to enforce or interpret any term or condition of this Agreement, the prevailing party shall be entitled to reimbursement of all attorneys' fees and costs incurred in connection with such enforcement or interpretation proceeding, in addition to any other damages determined by the arbitrator or court. 15. COMPLETENESS OF INSTRUMENT. This instrument contains all of the agreements, understandings, representations, conditions, warranties, and covenants made between the parties hereto concerning the subject matter herein contained. Unless set forth herein, neither party shall be liable for any representations made and all modifications and amendments hereto must be in writing. 16. MISCELLANEOUS PROVISIONS. 16.1 SECTRAN reserves the right to increase service fees and charges upon thirty (30) days written notice. 16.2 CITY agrees the maximum value of PROPERTY SECTRAN will transport in any individual container shall not exceed $200,000. If the value of a SHIPMENT exceeds that amount, the CITY shall place the excess PROPERTY in a sufficient number of containers so that no single container contains PROPERTY in excess of that amount prior to SECTRAN's acceptance of a SHIPMENT. 16.3 Exhibit A sets forth SECTRAN'S base charges. In the event CITY requires additional service time per stop in excess of the first 5 minutes, CITY shall pay an additional charge of $3.00 per minute thereafter. However, SECTRAN reserves the right to depart from any CITY location any time a SHIPMENT is not ready or CITY'S designated recipient is not available to accept a SHIPMENT as time is of the essence in SECTRAN'S ability to timely serve all of its customers. In the event CITY requests SECTRAN to return at any time after SECTRAN has departed pursuant to this Sub - section 16.3, SECTRAN will charge CITY a special rescheduling charge as to which SECTRAN will quote prior to rendering service. 16.4 In the event CITY requests SECTRAN to search for and produce copies of documents, receipts, forms, transportation logs, deposit receipts with CITY's 11 of 14 S7296 -0001 \1034797v4.doc ©EOM .. •• . 1 financial institution or consignee or any other business record, SECTRAN shall assess CITY a research fee of $45.00 an hour to cover SECTRAN'S administrative and labor costs associated with the requested research. 17. NOTICES. Any notice, request, demand or other communication required or permitted hereunder shall be deemed to be properly given when deposited in the United States mail, postage prepaid: 17.1 In the case of SECTRAN to Rony Ghaby or to such other person or address as SECTRAN may from time to time furnish to CITY. 17.2 In the case of CITY to the attention of the City Manager at City Hall, 211 8th Street, Seal Beach, California 90740 or to such other person or address as CITY may from time to time furnish to SECTRAN. 18. The parties and their respective employees promise, without exception and without reservation, that they shall make no use or disclosure of, other than for purposes of performance hereunder or as may be required by law, the other's mode or method of operation, security measures, SECTRAN'S routes, SECTRAN'S pick up schedule, CITY'S safes, CITY'S deposits, the identity of CITY'S financial institutions or consignees or any other non public proprietary arid confidential information or documentation. Should either party receive service of legal process to compel such disclosure or production, that party shall immediately notify the other such that the affected party may timely object to such disclosure or production if it so desires. 19. In the event one or more of the provisions contained in this Agreement is deemed invalid, illegal or unenforceable in any respect by an arbitrator or a court of competent jurisdiction, the validity, legality and enforceability of the remaining provision shall not in any way be affected or impaired. Further, the offending term shall be automatically rewritten, as minimally as necessary, to cure such invalidity, illegality or defect. 20. It is agreed there is no relationship between SECTRAN and CITY other than as expressly stated herein. Neither CITY nor SECTRAN is the agent, principal, employee, representative, consultant, or independent contractor of the other. 21. This Agreement may be terminated for cause by either SECTRAN or CITY. Should a party seek to terminate this Agreement for cause, written notice of such intent shall be given to the other party, with particularity, the acts and /or omissions creating the circumstances justifying termination. The party receiving such notice shall respond in writing within 30 days and shall state the terms upon which it intends to cure the act or omission warranting termination. Should receiving party not cure the circumstance(s) giving rise to the termination notice to the complaining party's reasonable satisfaction, the complaining party may terminate this Agreement effective the 30 days following delivery of the notice of termination. 22. This Agreement may not be altered, modified, or superceded except by a written agreement executed by the parties' authorized officer or by a written memorandum 12 of 14 S7296- 000111034797v4.doc Abil 0E0E1 • • executed by the party against whom enforcement is sought. This Agreement and its exhibit constitute the parties' entire Agreement. Absolutely no representation, inducement, promise, understanding, agreement, or trade puffery shall have any force, effect, or sustained reliance once this Agreement is executed. Each signatory, on behalf of his/her party, represents he /she read and understood each term and condition of this Agreement before executing. Each represent he /she is an authorized signatory with the right, / power and authority to bind the respective party. Executed it PI , 2008 at t CITY OF SEAL BEACH SECTRAN By: By: David Carmany, City Manager Leonard Karsana, CFO Attest: By: yt.t, icitt4Pril Li da Devine, City Clerk Approved as to Form: By: dirr inn ow, City Attorney 13 of 14 S7296- 0001 \1034797v4.doc ' 741 ONCIME • • EXHIBIT A Call At:CITY OF SEAL BEACH(CITY HALL) 211 EIGHTH STREET/CENTRAL Armored Truck Service/Delivery n B/A CCV Mon Tue Wed Thu Fri Armored Truck Service/Pick Up(u4 B/A CCV Mon Tue Wed Thu Fri $438/Month Maximum Liability:$200,000 Total Monthly Charges for this Stop:$438 Off Day Schedule Pick Up/Delivery $50/Day Total Monthly Charges for this Contract:$438,plus a Fuel Surcharges Rate of 6% 57296-000111034797v4.doc (4' © [ 4d