Mesa Agreement

EXHIBIT A

aN
mesa:az

AGREEMENT PURSUANT TO SOLICITATION

CITY OF MESA AGREEMENT NUMBER 2021073
PRIVATE SECURITY GUARD SERVICES

CITY OF MESA, Arizona (“City”)

Depariment Name City of Mesa — Purchasing Division
Mailing Address P.O. Box 1466
. Mesa, AZ 85211-1466
Delivery Address 20 East Main St, Suite 450
Attention Kristy Garcia, NIGP-CPP, CPPO, CPPB
Procurement Supervisor
E-Mail Kristy. Garcia@MesaAZ.gov
Phone (480) 644-5052

With a copy to: City of Mesa — Police Administration
Attn: Beth Thuringer, Management Assistant |

P.O. Box 1486
Mesa, AZ 85211-1466
AND
UNIVERSAL PROTECTION SERVICE, LP dba ALLIED UNIVERSAL SECURITY SERVICES,
(“Contractor”) oo. _
' Mailing Address 7776 S. Pointe Parkway West, Suite 290
Phoenix, AZ 85044
Remit to Address PO Box 31001-2374
_ Pasadena, CA’ 91110-2374
Attention Stephanie Switz, Business Development Manager
E-Mail Stephanie. Switz@Aus. com
Phone (480) 320-0928
Fax (480) 464-4858

2021073 Agreement — Allled Univergal
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CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION

This Agreement pursuant to solicitation (“Agreement”) is entered into this 5th day of April 2021, by and
between the City of Mesa, Arizona, an Arizona municipal corporation (“City”), and Allied Universal Security
Services, a California company (“Contractor”), The City and Contractor are each a “Party” to the Agreement
or together are “Parties” to the Agreement.

RECITALS

A. The City issued solicitation number 2021073 (‘Solicitation’) for PRIVATE SECURITY GUARD
SERVICES, to which Contractor provided a response (“Response”); and

B. The City Selected Contractor's Response as being in the best interest of the City and wishes to engage
Contractor in providing the services/materials described in the Solicitation and Response.

In consideration of the reciprocal promises contained in the Agreement, and for other valuable and good
consideration, which the Parties acknowledge the receipt and sufficiency of, the Parties agree to the
following Terms & Conditions.

TERMS & CONDITIONS

1. erm. This Agreement is for a term beginning on May 1, 2021 and ending on April 30, 2024. The use
of the word “Term” in the Agreement includes the aforementioned period as well as any applicable
extensions or renewals in accordance with this Section 1.

1.1 Renewals. On the mutual written agreement of the Parties, the Term may be renewed up toa
maximum of two (2) years. Any renewal(s) will be a continuation of the same terms and
conditions as in effect immediately prior to the expiration of the then-current term.

1.2 Extension for Procurement Processes. Upon the expiration of the Term of this Agreement,
including any renewals permitied herein, at the City's sole discretion this Agreement may be
extended on a month-to-month basis for a maximum of six (6) months to allow for the City’s
procurement processes In the selection of a vendor to provide the services/materials pravided
under this Agreement. The City will notify the Contractor in writing of its intent to extend the
Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension
under this Subsection 1.2 will be a continuation of the same terms and conditions as in effect
immediately prior to the expiration of the then-current term.

2. Scope of Work. The Contractor will provide the necessary staff, services and associated resources
to provide the City with the services, materials, and obligations attached to this Agreement as Exhibit
A ("Scope of Work”) Contractor will be responsible for all costs and expenses incurred by Contractor
that are incident to the performance of the Scope of Work unless otherwise stated in Exhibit A.
Contractor will supply al! equipment and instrumentalities necessary to perform the Scope of Work. If
set forth in Exhibit A, the City will provide Contractor's personnel with adequate workspace and such
other related facilitias as may be required by Contractor to carry out the Scope of Work,

The Agreement is based on the Solicitation and Response which are hereby incorporated by reference
into the Agreement as if written out and included herein. In addition to the requirements specifically set
forth in the Scope of Work, the Parties acknowledge and agree that the Contractor shall perform in
accordance with all terms, conditions, specifications and other requirements set forth within the
Solicitation and Response unless modified herein.

3. Orders. Orders be placed with the Contractor by either a: (i) Purchase Order when for a one-time
purchase; (ii) Notice to Proceed, or (iii) Delivery Order off of a Master Agreement for Requirement
Contract where multiple as-needed orders will be placed with the Contractor. The City may use the
Internet to communicate with Contractor and to place orders as permitted under this Agreement

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4. Document Order of Precedence. In the event of any inconsistency between the terms of the body of
the Agreement, the Exhibits, the Solicitation, and Response, the language of the documents will contro!
in the following order.

a. Agreement

b. Exhibits
1. Mesa Standard Terms & Conditions
2. Scope of Work
3. Other Exhibits not listed above

c. Solicitation including any addenda

d. Contractor Response

5. Payment.

5.1 General. Subject to the provisions of the Agreement, the City will pay Contractor the sum(s)
described in Exhibit B ("Pricina”) in consideration of Contractor's performance of the Scope of
Work during the Term.

§.2 Prices. All pricing shall be firm for the annual Term and ail extensions or renewals of the Term
except where otherwise provided In this Agreement and include all costs of the Contractor
providing the materials/service including transportation, insurance and warranty costs. No fuel
surcharges will be accepted unless allowed in this Agreement. The City shall not be invoiced
at prices higher than those stated in the Agreement.

The Contractor further agrees that any reductions in the price of the materials or services
covered by this Agreement will apply to the undelivered balance. The Contractor shall promptly
notify the City of such price reductions.

No price modifications will be accepted without proper request by the Contractor and response
by the City’s Purchasing Division.

§.3 Price Adjustment. Any requests for reasonable price adjustments must be submitted in
accordance with this Section 5.3. Requests for adjustment in cost of labor and/or materials
must be supported by appropriate documentation. There is no guerantee the City will accept
a price adjustment therefore Contractor should be prepared for the Pricing to be firm over the
Term of the Agreement. The City is only willing to entertain price adjustments based on an
increase to Contractor's actual expenses or other reasonable adjustment in providing the
services/materials under the Agreement. If the City agrees to the adjusted price terms, the City
shall issue written approval of the change.

During the sixty (60) day period prior to annual Contract expiration date of the Agreement, the
Contractor may submit a written request to the City to allow an increase to the prices in an
amount not to exceed the twelve (12) month change in the Producer Price Index for
PCU561612 Security quards and patrol services, Not Seasonally Adjusted as published by
the U.S. Department of Labor, Bureau of Labor Statistics (htto:/Avww.bls.gov/ppi/home.htm).
The City shall review the request for adjustment and ino in writing; such response and
approval shall not be unreasonably withheld.

5.4 Renewal and Extension Pricing. Any extension of the Agreement will be at the same pricing
as the initial Term. If the Agreement is renewed in accordance with Section 1, pricing may be
adjusted for amounts other than inflation that represent actual costs to the Contractor based
on the mutual agreement of the parties. The Contractor may submit a request for a price
adjustment along with appropriate supporting documentation demonstrating the cost to the
Contractor. Renewal prices shall be firm for the term of the renewal period and may be adjusted
thereafter as outlined in the previous section. There is no guarantee the City will accept a price
adjustment.

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5.5 Invoices. Payment wili be made to Contractor following the City's receipt of a properly
completed invoice. No terms set forth in any invoice, purchase order or similar document
issued by Contractor will be deemed accepted by the City; the terms of the contractual
relationship between the Parties are as set forth in this Agreement. Any issues regarding billing
or invoicing must be directed to the City Department/Division requesting the service or material
from the Contractor. A properly completed invoice should contain, at a minimum, all of the
following:

Contractor name, address, and contact information;

City billing information;

Clty contract number as listed on the first page of the Agreement;
Invoice number and date;

Payment terms;

Date of service or delivery;

Description of materials or services provided;

If materials provided, the quantity delivered and pricing of each unit;
Applicable Taxes;

lf applicable, mileage or travel costs; and

Total amount due.

ied ee)

5.6 Payment of Funds. Contractor acknowledges the City may, at its option and where available
use a Credit Card/Procurement Card to make payment for orders under the Agreement with
no additional charge/fee. Otherwise, payment will be through a traditional method af a chack.

5.7 Disallowed Costs, Overpayment. If at any time the City determines that a cost for which
payment was made to Contractor is a disallowed cost, such as an overpayment or a charge for
materials/service not in accordance with the Agreement, the City will notify Contractor in writing
of the disallowance; such notice will state the means of correction which may be, but is not
limited to, adjustment of any future clainvinvoice submitted by Contractor in the amount of the
disallowance, or to require repayment of the disallowed amount by Contractor, Contractor will
be provided with the opportunity to respond to the notice.

8. Insurance.

6.1 Contractor must obtain and maintain at its expense throughout the term of Contractor's
agreement, at a minimum, the types and amounts of insurance set forth in this Section 6 from
insurance companies authorized to do business in the State of Arizona; the insurance must
cover the materials/service to be provided by Contractor under the Agreement. For any
insurance required under the Agreement, Contractor will include the City of Mesa, its agents,
representatives, officials, volunteers, guards, elected officials, and employees as additional
insured, to the extent of the Contractor's indemnification obligations under this Agreement and
up to the required insurance coverage amount, as evidenced by providing either an additional
insured endorsement or proper insurance policy excerpts. The additional insured endorsement
to each such policy shall cover the foregoing parties as additional insureds where required by
written contract,

6.2 Nothing in this Section 6 limits Contractor's responsibility to the City. The insurance
requirements herein are minimum requirements for the Agreement and in no way limit any
indemnity promise(s) contained in the Agreement.

6.3 The City does not warrant the minimum limits contained herein are sufficient to protect
Contractor and subcontractor(s) from liabilities that might arise out of performance under the
Agreement by Contractor, its agents, representatives, employees, or subcontiactor(s).
Contractor is encouraged to purchase additional insurance as Contractor determines may be
necessary.

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7.

6.4 Each insurance policy required under the Agreement must be in effect at or prior to the
execution of the Agreement and remain in effect for the term of the Agreement.

6.5 Prior to the execution of the Agreement, Contractor will provide the City with a Certificate of
Insurance (using an appropriate "ACORD" or equivalent certificate) signed by the issuer with
applicable endorsements. The City reserves the right to request additional copies of any or all
of the policies, endorsements, or notices relating thereto required under the Agreement.

6.6 When the City requires a Certificate of Insurance to be furnished, Contractor's insurance is
primary of all other sources available. When the Clty Is a certificate holder and/or an additional
insured, Contractor agrees no policy will expire, be canceled, or be materially changed to affect
the coverage available without advance written notice to the City.

6.7 The policies required by the Agreement must contain a waiver of transfer rights of recovery
(waiver of subrogation) against the City, its agents, representatives, officials, volunteers,
guards, elected officials, and employees for any claims arising out of the work of Contractor

6.8 All insurance certificates and applicable endorsements are subject to review and approval by
the City’s Risk Management Division.

6.9 Types and Amounts of Insurance. Contractor must obtain and retain throughout the term of
the Agreement, at a minimum, the following:

6.9.1 Worker's compensation insurance in accordance with the provisions of Arizona
‘aw. If Contractor operates with no employees, Contractor must provide the City
with written proof Contractor has no employees. If employees are hired during the
course of this Agreement, Contractor must procure worker's compensations in
accordance with Arizona law.

6.9.2 The Contractor shali maintain at all times during the term of this contract, a
minimum amount of $1 million per occurrence/$2 million aggregate Commercial
General Liability Insurance, including Contractual Liability. For General Liability
insurance, the City of Mesa, their agents, officials, volunteers, guards, elected
officials and employees shall be included as additional insureds, to the extent of
the Contractor's indemnification obligations under this Agreement and up to the
required insurance coverage amount. The additional insured endorsement to such
policy shall cover the foregoing parties as additional insureds where required by
written contract.

6.9.3 Automobile liability, bodily injury and property damage with a limit of $1 million per
occurrence Including owned, hired and non-owned autos.

6.9.4 Professional Liability (Errors and Omissions Liability), the Contractor shall maintain
at all times during the term of this contract, a minimum amount of $1 million per
occurrence Professional Liability insurance.

Requirements Contract. Contractor acknowledges and agrees the Agreement is a requirements
contract; the Agreement does not guarantee any purchases will be made (minimum or maximum).
Orders will only be placed when the City identifies a need and issues a purchase order or a writien
notice to proceed. The City reserves the right to cancel purchase orders or a notice to proceed
within a reasonable period of time of issuance; any such cancellation will be in writing. Should a
purchase order or notice to proceed be canceled, the City agrees to reimburse Contractor for any
actual and documented costs incurred by Contractor. The City wil! not relmburse Contractor for
any avoidable costs incurred after receipt of cancellation including, but not limited to, lost profits,
shipment of product, or performance of services.

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10,

11.

12.

13.

14.

18.

Notices. All notices to be given pursuant to the Agreement will be delivered to the Contractor as
listed on Page ‘1 of this Agreement. Notice will be delivered pursuant fo the requirements set forth
the Mesa Standard Terms and Conditions that is attached to the Agreement as Exhibit C. .

Representations of Contractor. To the best of Contractor's knowledge, Contractor agrees that:

a. Contractor has no obligations, legal or otherwise, inconsistent with the terms of the Agreement
or with Contractor's undertaking of the relationship with the City;

b. Performance of the services called for by the Agreement do not and will not violate any
applicable law, rule, regulation, or any proprietary or other right of any third party;

c. Contractor will not use in the performance of Contractor's responsibilities under the Agreement
any proprietary information or trade secret of a former employer of its employees (other than
City, if applicable); and

d. Contractor has not entered into and will not enter into any agreement, whether oral or written,
in conflict with the Agreement.

Mesa Standard Terms and Conditions. Exhibit C to the Agreement is the Mesa Standard Terms
and Conditions as modified by the Parties, which are incorporated by reference into the Agreement
as though fully set forth herein. In the event of any inconsistency between the terms of the
Agreement and the Mesa Standard Terms and Conditions, the janguage of the Agreement will
control, The Parties or a Party are referred to as a “party” or “parties” in the Mesa Standard Terms
and Conditions, The Term is referred to as the “term” in the Mesa Standard Terms and Conditions.

Counterparts and Facsimile or Electronic Signatures, This Agreement may be executed in two
(2) or more counterparts, each of which will be deemed an original and all of which, taken together,
will constitute one agreement. A facsimile or other electronically delivered signature to the
Agreement will be deemed an original and binding upon the Party against whom enforcement is
sought.

Incorporation of Recitals and Exhibits, All Recitals and Exhibits to tha Agreement are hereby
incorporated by reference into the Agreement as if written out and included herein. In the event of
any inconsistency between the terms of the body of the Agreement and the Exhibits, the language

of the Agreement will control.

Exhibits to this Agreement are the following:

(A) Scope of Work

(B) Pricing

(C) Mesa Standard Terms and Conditions
(D) Special Terms and Conditions

(E) Federal Certifications

Attorneys’ Fees. The prevailing Party in any {itigation arising out of the Agreement will be entitled
to the recovery of its reasonable attomey’s fees, court costs, and other litigation related costs and
fees from the other Party.

Additional Acts. The Parties agree to execute promptly such other documents and to perform
such other acts as may be reasonably necessary to carry out the purpose and intent of the
Agreement.

Headings. The headings of the Agreement are for reference only and will not limit or define the
meaning of any provision of the Agreement.

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By executing below, each Party acknowledges that it understands, approves, and accepts all of the terms
of the Agreement and the attached exhibits.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

CITY OF MESA, ARIZONA ALLIED UNIVERSAL SECURITY SERVICES

Digitally signed by Edward Quedens

DN: en=Edward Quedens, o=Ctly of
Mesa, Arizona, ou=Business
By: . epee By: noes
7 cus
Date: 2021.04.06 07:06:37 -07'00°

Adobe Acrobat version:

2020.013.20074 Steve Claton
Printed Name Printed Name
Title Title
afry| oy
Date Date '

REVIEWED BY:
Kristy Garcia, NIGP-CPP, CPPO, CPPB
Precurement Supervisor

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EXHIBITA
SCOPE OF WORK

4 INTENT: Contractor shall provide unarmed and vehicle patrol security for various City of Mesa
(City) departments and locations.

2. SCOPE OF WORK: Contractor shall provide security guard services to the following facilities:
Mesa Arts Center, Arizona Museum of Natural History, City of Mesa Main Library, Downtown
Customer Service Center, a Downtown Mesa Daytime Mobile Patrol, and the East Mesa Customer
Service Center. Ali work performed under this Agreement will fall under the category of general
security service; however, hours and duties may vary according to location. This Agreement is for
physical security services only; no electronic security services are being requested. In addition,
Contractor will be responsible for the provision of a 4-seat or larger street legal golf cart style vehicle
to be used in the mobile patrol and one 6-seater for shuttle services as needed between City
buildings and parking structures.

Special Event Security: The City hosts several special events/festivals throughout the year to
include the Arizona Celebration of Freedom — Independence Day event (July), Merry Main Street
Festival (Nov/Dec), Falcon Field Open House (Mar), East Valley Martin Luther King Jr. Parade and
Festival (Jan). Other special events may be scheduled throughout the year as needed and includes
events such as Grand Openings, Groundbreaking events, or State of the City, etc,

Single Use special event Security Guards will be required prior to event day and day of event.
Various event coverage could include nights, weekends, and various hours, and multiple guards to
provide adequate coverage. Guards generally needed range between 1-50 guards and will work
between 5-12 hours per shift depending on event.

Security services resulting from this award shall not include fight rail (Metro) security services but
will require interaction and teamwork with Metro security administration and personnel,

Required Coverage by location:

The Contractor shall provide additional Security Guards to perform sacurity services at other City
facilities or locations where protection Is deemed necessary by the Contract Administrator or
designee, at no increase in the hourly billing rates. Additional service sites may be added or
deducted as needed at the same billing rates.

The City is currently utilizing a total of fourteen (14) full time Security Guards in the following
locations:

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required coverage

Location Shift Weekly hourly total
Two (2) Guards from 0600 to 0100
pot aroma Wednesday through Sunday. Two (2) 234*
Mesa ‘AZ 85204 Guards 0700 to 1800 on Monday and
‘ Tuesday.
foee Arts Center Various event coverage .
ne E. Main St. oe 100
Mesa, AZ 85201 primarily on nights and weekends
One (1) Guard from 0830 to 2030 on
Monday through Thursday and
. = ta Two (2) Guards from 1000 to 1800
pa oy Monday through Thursday 112"
Mesa, AZ 85201 One (1) Guard from 0830 to 1730
, Friday and Saturday
Two (2) Guards from 1000 to 1700 Friday
and Saturday
oa One (1) Guard from 0830 to 2030 on
@ Public Library
635 N. Power Rd. Monday through Thursday and 66"
Mesa / AZ 85205 One (1) Guard from 0830 to 1730 Friday
: and Saturday
Arizona Museum of Natural One (1) Guard from 0936 to 1730 on
History Tuesday through Friday and 44°
53 N. MacDonald St. One (1) Guard on Saturday from 1030 to
Mesa, AZ 85201 1730 and Sunday from 1230 to 1730
F One (1) Guard Tuesday, Wednesday,
teal Pemat bla Thursday, Saturday 0830 to 1630 and on
Mose, AZ 55201 One (1) Guard Friday 0830 to 1830 and
7 One (1) Guard Sunday 1130 to 1630
a One (1) Guard from 0830 to 1830
55 N. Center St. Monday through Thursday ; 53
Mesa, AZ 85201 One (1) Guard from 0730 to 1230 Friday
East Mesa Customer Service
Center One (1) Guard from 0630 to 1830 48
6935 E. Decatur St. Monday through Thursday
Mesa, AZ 85207 :
aa One (1) Guard from 0900-1900
Mes al AZ 85201 Monday through Thursday 40
' And one (1) golf cart
Employee Shuttle Service One (1) Guard Monday through Thursday
20 Main St. from 0900 to 1900 40
Mesa, Az 85201 And one (1) golf cart
Special Events Various event coverage to include, days,
Various Locations nights, weekends, and holidays. One (1) 100
—fifty (50) guards.
One (1) full-time Account Manager This
Account Manager position is in addition to the above 40

*Please note the hours listed are based on City locations being fully open and operating. Due to
COVID-19 restrictions some City locations will not be fully open until late 2021 or early 2022.

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3. MANDATORY MINIMUM REQUIREMENTS: Contractor shall meet all minimum requirements and
submit documentation that clearly demonstrates compliance.

a. Contractor must possess a current agency license authenticated by the Arizona Department of
Public Safety authorizing Contractor to conduct the business of private Security Guard service
pursuant to Title 32, Chapter 26, Security Guards. Contractor shail be licensed, and license
shail remain in good standing for the entire term of the contract.

b. Contractor must demonstrate prior municipality or government experience and have conducted
business within the Phoenix metropolitan area for a minimum of three (3) years.

¢, Contractor must have and maintain full time company representation located in the Phoenix
metropolitan area with the ability and authority to address all contract issues that may develop.

d. Contractor shall pay the minimum hourly pay rates for assigned security guards and
supervisors that equal or exceed the minimum hourly pay rates identified in the Agreement.
Additional mark-up is allowed to cover profit and overhead.

©. All proposed fees must be all inclusive with no additional fees or administrative charges beyond
what is offered on the attached Pricing worksheet. Hourly bill rate shall include healthcare, paid
sick leave, vacation, training, drug-screening, uniforms, etc.

4. PERFORMANCE REQUIREMENTS AND MEASURES:

i. Employee Identification and Work Apparel, The Contractor's employees shall maintain proper
work apparel at all times while on City property. Contractor shall ensure all employees wear
company uniforms mutually agreed upon by the Contractor and the City. The Contractor is
responsible for furnishing these uniforms. Contractor shall also be responsible for providing
badges and Identification nametags. Employees shall maintain a professional demeanor and
show respect to other personnel at the work site. Employees will be dressed appropriately for the
work with badges and uniforms that identify them as employees of the Contractor.

i. Employee Contact Information. It is the City’s desire to have available an email address and phone
number for each permanent guard placed at the City. This allows communication via email, text,
or phone call to contact and communicate with a Guard when needed.

ii. Employee Qualifications. Contractor shall be responsible for hiring, training, and supervision of
all Guards assigned to the City. This will include ensuring that all Guards have a Security Guard
License (guard card) and are CPR/AED Certified. In addition, Contractor shall work with City
Contract Administrator to develop site specific post orders and ensure that Guards are trained on
these orders.

iv. Guard Duties. The duties of Guards shall include, but not be limited to:

1. Provide general surveillance of exterior and interior areas of Clty facilities and
property.

2. Provide proper locking and unlocking of buildings, gates, and other areas in
accordance with site-specific post orders.

3. Patrol particular areas at specific times.

4. Attend to persons requiring routine and emergency assistance.

5. Provide personal safety escorts as needed.

6. Provide a visible security presence.

7. Monitoring employees, visitors and suppliers seeking entrance in a manner consistent
with City procedures.

8. Small to very large special events requiring security services.

9. Where applicable, screening persons, bags, parcels, and packages entering City

facilities or City events for the presence of weapons, explosives, hazardous material

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or other contraband as identified by the Contract Administrator. Screening may involve
the use of X-ray machines, walk thru or hand-held magnetometers as well as visual
inspections of property and vehicles.

10. Perform other duties consistent with security requirements.

11. Completion of shift activity logs at the end of each shift and submission of those logs
to the City Contract Administrator or designee.

. Special Event Guard Duties. In addition to the above Guard Duties, the duties of Guards at
special events shall include, but not be limited to:

Securing the premises against unauthorized entry.

Scanning tickets at the front gate.

Conducting appropriate security checks (including bag checks) of patrons upon
entering. Including but not limited to wanding and wrist banding.

Checking ID and wrist banding for alcohol sales.

Providing security guards sufficient for monitoring event to prevent and address
behavioral issues, including, but not limited to:

Underage drinking

Ilegat drug use

Fighting

Blocking aisles

Harassing other patrons or staff

Rowdy or unruly behavior

Preventing access to restricted areas.

Parking Control Attendants and lot security.

Overnight security as needed for multi-day events and/or events with load-in or load-
out on a separate day.

Providing event security staff with adequate training and appropriate equipment
(uniforms, radios, efc.).

10. Providing a means of communication with venue staff at all events.

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c. Weapons. All posts and services performed under the scope of this Agreement shail ba by
unarmed security guards. On-site guards shall not be in possession of, or carry any weapon,
unless mutuaily agreed upon by the Contractor, the City Contract Administrator, and the Mesa
Police Department.

d. Experience. All full-time permanent guards assigned to this account must have prior military,
law enforcement, or Department of Corrections (DOC) experience. Any account manager must
have previous supervisory experience in a military or law enforcement capacity. It will be at the
City’s option to waive this requirement depending on City location and need at the time of
placement.

i. Any “single-use” special event support staff officer shali not be required to have prior
military, law enforcement, or DOC experience.

5. CONTRACTOR’S ACCOUNT MANAGER REQUIREMENTS: The Contractor's Account Manager
must be capable of performing the following administrative tasks and functions in coordination with
the City’s Contract Administrator. The City will provide an on-site office location to be used by the
account manager.

a. Communication reauirement:
1) Ability to listen, mediate and effectively resolve issues;
2) Communicates with City employees, management, community organization, public
officials, and general public;
3) Conduct security and/or safety related training sessions;
4) Prepares clearly written documents.

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b. Manual/Physical requirement:
1) Operates variety of standard office equipment to communicate, prepare reports, and
tabulate data;
2) Inspects, monitors and/or evaluates information, work related conditions;
3) Meets scheduling and attendance requirements.

1) Plan, organize and develop security and safety policies and procedures;

2) Maintain Safety Manual and Disaster Preparedness Program;

3) Resolve procedural, operational, personne! and other work related problems regarding
security and safety.

d. Knowledge of:
1) Security and safety procedures and practices;
2) Procedures, equipment and safety hazards common to security work;
3) Principals of security and fire alarm system design;
4) Computer applications relating to security systems;
5) Industry standards and technological improvements in security and audio/video monitoring
equipment;
6) Crowd management;
7) Emergency management concepts;
8) Budgeting and contract administration;
9) Supervision including interviewing, hiring, and termination skills.

e, Ability to:
1) Maintain records of operations and activities;
2) Develop security and safety training programs;
3) Implement disaster recovery plans;
4) Present facts clearly and concisely both verbally and in writing to individuals and groups;
5) Supervise Private Security staff;
6) Establish and maintain effective working relationships.

6. COMMUNICATIONS SKILLS: It is important that the Account Manager and Guards assigned to
this Agreement be proficient in the English language to receive/transmit instructions, to
communicate with the patrons and City staff. Security guards must write English in order to prepare
written incident reports,

7. PAYMENT AND REPORTING: Contractor shall provide pay that equals or exceeds the minimum
hourly pay rates for assigned Security Guards and Supervisors as follows:

. Regular tine - Standard Security Guard Wage — minimum $16.00/hour

. Over time — Standard Security Guard Wage — minimum $24.00/hour

. Regular tine - Special Event Security Guard Wage — minimum $13.00/hour
. Over time ~ Special Event Security Guard Wage — minimum $19.50/hour

. Regular tine ~ Account Manager Wage — minimum $33.00/hour

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The Contractor shall be required to invoice the City on a monthly basis. Invoices are to be
submitted on or before the 10th of each month for the preceding month. Payment will be made on
a monthly basis within thirty (30) working days after receipt of an itemized invoice from the
Contractor and acceptance by the City. At the City's request, the Contractor shall submit copies of
payroll reports. Payroll reports shall include names of employees, hours worked, days worked,
location worked, and classification for each employee. The amounts invoiced shall be those agreed
upon by this Agreement or by an amendment/change order to the Agreement. The hourly rate
shall include all labor, insurance, uniform, overhead, profit, and any other incidental costs to
perform the contracted service.

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8. CONTRACTOR’S GOLF CARTS: Contractor will be required to provide necessary golf carts for
patrols and/or events. Offeror shall provide a daily cost to provide an appropriate vehicle for use
in performing the patrol functions outlined in this Agreement. The cost shall include all cost
necessary to operate and maintain the vehicles used in the contract to include licensing, insurance,
fuel, maintenance, etc. Contractor shall operate and maintain the vehicles in accordance with all
applicable laws and regulations of the State of Arizona and the City.

9, City HOLIDAYS: The City has nine (9) fixed Holidays. The City will only authorize
Holiday/Overtime pay rates should Security Guard be required on City recognized holidays.
Holidays are as follows:

New Year's Day

Martin Luther King Jr. Day

Presidents Day

Memorial Day

Independence Day

Labor Day

Veteran's Day

Thanksgiving Day and Friday after Thanksgiving
Christmas Day

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EXHIBIT B
PRICING

Pursuant to ail the contract specifications enumerated and described in this Agreement, Contractor agrees to furnish Private
Security Guard Services to the City of Mesa at the price(s) stated below.

a 7 Estimated : | inabte
Item No. Description Weekly Hourly Rate {| Markup % Rate
Hours
ed ane maar: en meres om tn ee eh wm a ane ee a nr
1 Standard Security Guard - Regular Time 680 $ 16.00 37.2% $ 21.95
2 Standard Security Guard - Overtime 10 $ 24.00 37.2% $ 32.93
3 Account Manager - Regular Time 40 $ 33.00 37.2% $ 45,28
4 = Security Guard - Mobile Patrol 80 $ 46.00 37.2% $ 24.95
Estimated
Item No. Description Weekly boned
Hours
One (1) 4-seat Golf Cart Rental for Mobile
5 Patrol Unit 40 7s
One (1) 6-seat Golf Cart Rental for Shuttle
8 Services 40 $ 87.69
{tem No. Description Annual Hourly Rate | Markup % Snlabie
Hours
7 Standard Security Guard - Holiday Time 60 $ 24.00 37.2% $ 32.93
8 aa Event Security Guard - Regular 400 $ 43,00 37.2% $ 17.84
9 Special Event Security Guard - Overtime 10 $ 19.50 37.2% $ 26.75
40 —_ Event Security Guard - Holiday 40 $ 19.50 37.2% $ 26.75

2021073 Agreement — Allied Universal
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Estimated
Item No. Description Annual | Daily Rate weeitly
Hours e
Golf Cart Rental for Special Events as
11 neaded 160 $ 16.06} $ 112.40
Estimated Price Per
Item No. Description Number of | Unit / Per
Officers Week
12 Body Camera per Officer 14 $ 10.80

eeoeen

Bill rates not inclusive of sales tax, per solicitation Attachment A request.
Overtime requests with less than 48 hours’ notice to be billed at the overtime rate.
Holiday hours worked billed at the holiday rate.

lf requested, each HELIAUS unit will be direct billed at $150/month.

The rate provided herein reflects a year one rate. Pursuant to the Agreement, Contractor shall be afforded the ability
to request an annual rate increase based on the increase in the PPI, provided substantiating documentation is

presented to City in a timely manner. Said increase shall not be unreasonably withheld.

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py

EXHIBIT C
MESA STANDARD TERMS AND CONDITIONS

INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to
the City will be that of an independent contractor. Contractor and all persons employed by
Contractor, either directly or indirectly, are Contractor's employees, not City employees.
Accordingly, Contractor and Contractor's employees are not entitled to any benefits provided to
City employees including, but not limited to, health benefits, enrollment in a retirement system, paid
time off or other rights afforded City employees. Contractor employees will not be regarded as City
employees or agents for any purpose, including the payment of unemployment or workers’
cormpensation. If any Contractor employees or subcontractors assert a claim for wages or other
employment benefits against the City, Contractor will defend, indemnify and hold harmless the City
from all such claims.

SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the
express written permission of the City. If Contractor has received authorization to subcontract work,
it is agreed that all subcontractors performing work under the Agreement must comply with its
provisions. Further, all agreements between Contractor and its subcontractors must provide that
the terms and conditions of this Agreement be incorporated therein,

ASSIGNMENT. This Agreement may not be assigned, either in whole or in part, without first
receiving the City’s written consent. Any attempted assignment, either in whole or in part, without
such consent will be null and void and in such event the City will have the right, at its option, to
terminate the Agreement. No granting of consent to any assignment will relieve Contractor from
any of its obligations and liabllitias under the Agreement.

SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and
inure to the benefit of the parties and their respective permitted successors and assigns.

NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the
parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights,
or responsibilities in any third parties.

NON-EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the materials or
services set forth herein from other sources when deemed necessary and appropriate. No
exclusive rights are encompassed through this Agreement.

AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be
modified in a writing signed by both parties. No charge for extra work or material will be allowed
unless approved in writing, in advance, by the City and Contractor.

TINE OF THE ESSENCE, Time is of the essence to the performance of the parties’ obligations
under this Agreement.

COMPLIANCE WITH APPLICABLE LAWS.

a. General. Contractor must procure all permits/licenses and pay all charges and fees necessary
and incidental to the fawful conduct of business. Contractor must stay fully informed of existing
and future federal, state, and local laws, ordinances, and regulations that in any manner affect
the fulfillment of this Agreemeni and must comply with the same at its own expense. Contractor
bears full responsibility for training, safety, and providing necessary equipment for all
Contractor personnel to achieve compliance throughout the term of the Agreement. Upon
request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and
other activities used to ensure compliance.

b. Drug-Free Workplace. Contractor is hereby advised that the City has adopted a policy
establishing a drug-free workplace for itself and those doing business with the City to ensure
the safety and health of all persons working on City contracts and projects. Contractor will
require a drug-free workplace for all Contractor personnel working under this Agreement.
Specifically, ail Contractor personnel who are working under this Agreement must be notified

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in writing by Contractor that they are prohibited from the manufacture, distribution,
dispensation, possession, or unlawful use of a controlled substance in the workplace.
Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel
and will ensure that Contractor personnel do not use or possess illegal drugs while in the course
of performing thelr duties.

c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration
Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the
City and its agents to inspect applicable personnel records to verify such compliance as
permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all
Contractor personnel have a legal right to live and work in the United States.

i. As applicable to Contractor, under the provisions of A.R.S. § 41-4401, Contractor hereby
warrants to the City that Contractor and each of its subcontractors will comply with, and
are contractually obligated to comply with, all federal immigration laws and regulations that
relate to their employees and A.R.S. § 23-214(A) (hereinafter collectively the “Contractor
Immigration Warranty’).

ii. A breach of the Contractor Immigration Warranty will constitute a material breach of this
Agreement and will subject Contractor to penalties up to and including termination of this
Agreement at the sole discretion of the City.

iii To ensure Contractor and its subcontractors are complying with the Contractor Immigration
Warranty, the City retains the legal right to conduct random verification of the employment
records of any Contractor or subcontractor employee whe works on this Agreement,
including the inspection of the papers of such employees. Contractor agrees to assist the
City in regard to any random verification performed.

iv. Neither Contractor nor any subcontractor will be deemed to have materially breached the
Contractor Immigration Warranty if Contractor or subcontractor establishes that it has
complied with the employment verification provisions prescribed by Sections 274a and
274b of the Federal Immigration and Nationality Act and the E-Verify requirements
prescribed by A.R.S. § 23-214(A).

d. Nondiscrimination. Contractor understands and acknowledges that it is the policy of the City
of Mesa to promote non-discrimination. As such, Contractor represents and warrants that it
does not discriminate against any employee or applicant for employment or person to whom it
provides services because of race, color, national origin, age, disability, religion, sex, sexual
orientation, gender identity and expression, veterans’ status, marital status, or genetic
information, and represents and warrants that it complies with all applicable federal, state, and
local laws and executive orders regarding employment. In performance under this Agreement,
Contractor and Contractor's personnel will comply with applicable provisions of the following
laws (as amended): Title Vil of the U.S. Civil Rights Act of 1964, Section 504 of the Federal
Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 ef seq.), and any
other applicable non-discrimination laws and rules.

e. State Sponsors of Terrorism Prohibition. Per A.R.S. § 35-392, Contractor must not be in
violation of section 6(]) of the Federal Export Administration Act and subsequently prohibited
by the State of Arizona from selling goods or services to the Clty.

f. israel Boycott Divestments. In accordance with the requirements of A.R.S. § 35-393.01, if
the Agreement requires Contractor to acquire or dispose of services, supplies, information
technology or construction with a value of $100,000 or more, then, by entering into this
Agreement, Contractor certifies that it is not currently engaged in, and agrees for the duration
of the Agreement to not engage in, a boycott of goods and services from Israel,

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10.

41.

12.

13.

14,

SALES/USE TAX, CTHER TAXES.

a. Except as set forth in Subsection (c) below, Contractor is responsible for the payment of all
taxes including federal, state, and local taxes related to or arising out of Contractos’s services
under this Agreement including, by way of illustration but not limitation, federal and state
income tax, Social Security tax, unemployment insurance taxes, and any other taxes or
business license fees, as required. if any taxing authority should deem Contractor or
Contractor employees an employee of the City, or should otherwise claim the City is liable for
the payment of taxes that are Contractor's responsibility under this Agreement, then Contractor
will indemnify the City for any tax liability, interest, and penalties imposed upon the City.

b. The City is exempt from paying certain federal excise taxes and will furnish an exemption
certificate upon request. The City is not exempt from state and local sales/use taxes.

c. Anything to the contrary notwithstanding, Contractor's fees and charges do not include any
sales, use, excise or similar taxes, levies or duties (“Sales Taxes"). City is responsible for
paying for all such Sales Taxes in respect of Contractor’s services or in respect of amounts
payable by City hereunder. If Contractor has the legal obligation to pay or collect Sales Taxes
for which City is responsible under this section, the appropriate amount shall be promptly paid
by City to Contractor unless City provides Contractor with either a valid and current tax
exemption certificate or direct pay certificate, authorized by the appropriate taxing authority.

AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations,
whether or not related to the Agreement, due to the City during the performance of services under
the Agreement. Payments to Contractor may be offset by any delinquent amounts due the City or
fees and charges owed to the City.

PUBLIC RECORDS. Contractor acknowledges that the City is a public body, subject to Arizona's
public records laws (A.R.S. § 39-121 ef seq.) and any documents related to this Agreement may
be subject to disclosure pursuant to state law in response to a public records request or to
subpoena or other judicial process.

a. tf Contractor believes docurnants ralated to the Agreament contain trade secrets ar other
proprietary data, Contractor must have notified the City pursuant to Mesa Procurement Rules
Section 2.1 or notified the City with a notification statement specifically identifying the trade
secrets or other proprietary data that Contractor believes should remain confidential.

b. inthe event the City determines itis legally required to disclose pursuant to law any documents
or information Contractor deems confidential trade secrets or proprietary data, the City, to the
extent possible, will provide Contractor with prompt written notice by certified mail, fax, email
or other method that tracks delivery status of the requirement to disclose the information so
Contractor may seek a protective order from a court having jurisdiction over the matter or obtain
other appropriate remedies. The notice will include a time period for Contractor to seek court
ordered protection or other legal remedies as deerned appropriate by Contractor. If Contractor
dogs not obtain such court ordered protection by the expiration of said time period, the City
may release the information without further notice to Contractor.

AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for six
(6) years after completion of the Agreement. The City or its authorized agent reserves the right to
inspect any records related to the performance of work specified herein. In addition, the City may
inspect all payroll, billing or other relevant records kept by Contractor in relation to the Agreement.
Contractor will permit such inspections and audits during normal business hours and upon
reasonable notice by the City. The audit of records may occur at Contractor's place of business or
at City offices, as determined by the City.

BACKGROUND CHECK. In accordance with the City’s current background check policies, the
City may conduct criminal, driver history, and al! other requested background checks of Contractor
personne! who would perfonm services under the Agreement who will have access to the City's

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415,

16.

17.

information, data, or facilities. Any guard, employee, or agent that fails the background check must
be replaced immediately for any reasonable cause not prohibited by law.

SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will
have final authority, based on security reasons: (i) to determine when security clearance of
Contractor personnel is required; (ii) to determine the nature of the security clearance, up to and
including fingerprinting Contractor personnel; and (iii) to determine whether any individual or entity
May provide services under this Agreement. If the City objects to any Contractor personnel for any
reasonable cause not prohibited by law, then Contractor will, upon notice from the City, remove
any such individual from performance of services under this Agreement.

DEFAULT.
a. A party will be in default of the Agreement if that party:

i. Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership
proceeding, makes an assignment for a creditor, or there is any similar action that affects
Contractor's capability to perform under the Agreement;

ii. Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar
days;

ii. Conducts business in an unethical manner as set forth in the City Procurement Rules
Article 7 or in an illegal manner; or

iv. Fails to carry out any term, promise, or condition of the Agreement.

b. Contractor will be in default of this Agreement if Contractor is debarred from participating in
City procurements and solicitations in accordance with Article 6 of the City’s Procurement
Rules.

d. Notice and Opportunity to Cure. In the event a party is In default then the other party will
provide written notice to the defautting party of the default. The defaulting party will have thirty
(30) days from receipt of the notice to cure the default, unless the default is of a nature that it
is reasonably anticipated to affect the health, safety or welfare of the publle and, in such an
event, the non-defaulting party may require a minimum seven (7) days to cure the default from
the date of receipt of the notice; the cure period may be extended by mutual agreement of the
parties, but no cure period may exceed ninety (90) days. A default notice will be deemed to be
sufficient if it is reasonably calculated to provide notice of the nature and extent of such default.
Failure of the non-defaulting party to provide notice of the default does not walve any rights
under the Agreement. Failure of the defaulting party to cure the default will entitle the non-
defaulting party to the election of remedies specific to the party as set forth in section 17 below.

e. Anticipatory Repudiation. Whenever the City in good faith has reason to question
Contractor's intent or ability to perform, the City may demand that Contractor give a written
assurance of its intent and ability to perform. in the event demand is made and no written
assurance is given within ten (10) calendar days, the City may treat this failure as an
anticipatory repudiation of the Agreement entitling the City to terminate the Agreement in
accordance with section 17(a) below.

REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy
wilt not preclude the use of other remedies. In the event of default:

b. The non-defaulting party may terminate the Agreement, and the termination will be effective
immediately or at such other date as specified by the terminating party.

c. The City may purchase the services or materials required under the Agreement from the open
market, complete required work itself, or have it completed at the expense of Contractor. If the
cost of obtaining substitute services exceeds the contract price in the Agreement, the City may
recover the excess cost by: {i} requiring immediate reimbursement by the Contractor to the
City; (ii) deduction from an unpaid balance due to Contractor; (iii) collection against the proposal
and performance security, if any; (iv) collection against liquidated damages (if applicable); or

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18.

19.

20.

22.

23,

24.

(v) a combination of the aforementioned remedies or other remedies as permitted by law.
Costs in this Subsection (b) include any and all, fees, and expenses incurred in obtaining
substitute services and expended in obtaining reimbursement including, but not limited to,
administrative expenses, attorneys’ fees, and costs.

d. The non-defauiting party will have all other rights granted under this Agreement and ail rights
at law or in equity that may be available to it.

e. Neither party will be Hable for incidental, special, or consequential damages.

CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the
parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to
cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or
obligated to cease performance by other provisions in this Agreement.

TERMINATION FOR CONVENIENCE. The City and Contractor each reserve the reciprocal right
to terminate this Agreement, in part or in whole, for convenience upon one hundred and twenty
(120) calendar days’ written notice to the other party. Contractor acknowledges that, as with any
termination permitted under this Agreement, in the event of a termination for convenience,
Contractor is only entitled to payment in accordance with section 22 (Payment to Contractor Upon
Termination); Contractor will not be entitled to any anticipated lost profits had the Agreement been
performed to completion.

TERMINATION FOR CONFLICT OF INTEREST (A.R.S. § 38-514). Pursuant to A.R.S. § 38-511,
the City may cancel this Agreement within three (3) years after its execution, without penalty or
further obligation, if any person significantly involved in initiating, securing, drafting, or creating the
Agreement for the City becomes an employse or agent of Contractor.

TERVINATION FOR WOWAPPROPRIATION AND MODIFICATION FOR BUDGETARY
CONSTRAINT. The Cliy is a governmental agency which relies upon the appropriation of funds
by its governing body to satisfy its obligations. !f the City reasonably determines it does not have
funds to meet its obligations under this Agreement, the City will have the right to terminate the
Agreement without penalty on the last day of the fiscal period for which funds were legally available.
Sn the event of such terraination, the City agraes to provide written notice of its intent to terminate
thirty (30) calendar days prior to the stated termination date.

PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement for
any reason, Contractor will be entitled only to payments authorized under the Agreement for those
services performed or materials provided in accordance with the Agreement up to the date of
termination, and any authorized expenses already incurred up to such date of termination. The
City will make final payment within thirty (30) calendar days after the City has both completed its
appraisal of the materials and services provided and received Contractor’s properly prepared final
invoice.

NON-WAIVER OF RIGHTS. There will be no waiver of any provision of this Agreement unless
approved in writing and signed by the waiving party. Failure or delay to exercise any rights or
remedies provided herein or by law or in equity, or the acceptance of, or payment for, any services
hereunder, will not release the other party of any of the warranties or other obligations of the
Agreement and will not be deemed a waiver of any such rights or remedies.

INDEMNIFICATION; LIABILITY.

a. Contractor agrees to defend, indemnify and hold harmless the City, its elected officials, agents,
representatives and employees (collectively, including the City, “City Personnel”) from and
against any and ail liabilities, demands, claims, suits, penalties, obligations, losses, damages,
causes of action, fines or judgments of any kind, including costs, attorneys’, witnesses’ and
expert witnesses’ fees, and expenses incident thereto (all of the foregoing, collectively
“Claims") imposed upon or asserted against City Personnel by a third party to the extent caused
by: (i) negligent acts, errors, mistakes or omissions of Contractor Personnel; or (ii) failure of
Contractor Personnel to comply with or fulfill the obligations established by this Agreement.

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