Allied Universal Security Services

PROFESSIONAL SERVICES AGREEMENT
(Not Construction Related)
SECURITY GUARD SERVICES
Universal Protection Service, LP dba Allied Universal Security Services RFP 22-14

This Professional Services Agreement ("Agreement") is entered into and effective between CIT'Y OF GLENDALE,
an Arizona municipal corporation ("City") and UNIVERSAL PROTECTION SERVICE, LP D/B/A ALLIED
UNIVERSAL SECURITY SERVICES, a California limited partnership, authorized to do business in the State of
Arizona ("Consultant") as of the day of 2022 (“Effective Date”).

RECITALS

A. City intends to undertake a project for the benefit of the public and with public funds that is more fully set
forth in Exhibit A, Project (the "Project").

B. City desires to retain the professional services of Consultant to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit B, Project Scope of Work (“Scope”);
Cc. Consultant desires to provide City with professional services (“Services”) consistent with best consulting or
architectural practices and the standards set forth in this Agreement, in order to complete the Project; and
D. City and Consultant desire to memorialize their agreement with this document.
AGREEMENT

The parties hereby agree as follows:
1. Key Personnel; Other Consultants and Subcontractots.

1.1 Professional Services. Consultant will provide all Services necessary to assure the Project is
completed timely and efficiently consistent within Project requirements, including, but not limited
to, working in close interaction and interfacing with City and its designated employees, and working
closely with others, including other consultants or contractors, retained by City.

1.2 Project Team.
a. Project Manager.

(1) Consultant will designate an employee as Project Manager with sufficient training,
knowledge, and experience to, in the City's opinion, complete the project and
handle all aspects of the Project such that the work produced by Consultant is
consistent with applicable standards as detailed in this Agreement; and

(2) The City must approve the designated Project Manager.
b. Project Team.

(1) The Project Manager and all other employees assigned to the Project by
Consultant will comprise the "Project Team."

(2) Project Manager will have responsibility for and will supervise all other employees
assigned to the Project by Consultant.

c. Discharge, Reassign, Replacement.

(1) Consultant acknowledges the Project Team is comprised of the same persons and
roles for each as may have been identified in Exhibit A.

(2) Consultant will not discharge, reassign, replace or diminish the responsibilities of
any of the employees assigned to the Project who have been approved by City

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without City's prior written consent unless that person leaves the employment of
Consultant, in which event the substitute must first be approved in writing by City.

(3) Consultant will change any of the members of the Project Team at the City's
request if an employee's performance does not equal or exceed the level of
competence that the City may reasonably expect of a person performing those
duties, or if the acts or omissions of that person are detrimental to the
development of the Project.

d. Subcontractors. Consultant shall not engage any subcontractor for the work or services to
be performed under this Agreement.

Schedule. The Services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with the Project.

Consultant’s Work.

3.1

3.2

3.3

3.4

Standard. Consultant must perform Services in accordance with the standards of duc diligence,
care, and quality prevailing among consultants having substantial experience with the successful
furnishing of Services for projects that are equivalent in size, scope, quality, and other criteria under
the Project and identified in this Agreement.

Licensing. Consultant warrants that:

a. Consultant currently holds all appropriate and required licenses, registrations and other
approvals necessary for the lawful furnishing of Services ("Approvals"); and

b. Neither Consultant nor any Subconsultant has been debarred or otherwise legally excluded
from contracting with any federal, state, or local governmental entity ("Debarment").

(1) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals ot Debarments, or to examine Consultant's contracting ability.

(2) Consultant must notify City immediately if any Approvals or Debarment changes
during the Agreement’s duration. The failure of the Consultant to notify City as
required will constitute a material default under the Agreement.

Compliance. Services will be furnished in compliance with applicable federal, state, county and
local statutes, rules, regulations, ordinances, building codes, life safety codes, and other standards
and criteria designated by City.

Consultant must not disctiminate against any employee or applicant for employment on the basis
of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender identity or
expression, genetic characteristics, familial status, U.S. military veteran status or any disability.
Consultant will require any Sub-contractor to be bound to the same requirements as stated within
this section. Consultant, and on behalf of any subcontractors, warrants compliance with this
section.

Coordination: Interaction.

a. For projects that the City believes requires the coordination of various professional
services, Consultant will work in close consultation with City to proactively interact with
any other professionals retained by City on the Project ("Coordinating Project
Professionals").

b. Subject to any limitations expressly stated in the Project Budget, Consultant will meet to
review the Project, Schedule, Project Budget, and in-progress work with Coordinating
Project Professionals and City as often and for durations as City reasonably considers
necessary in order to ensure the timely work delivery and Project completion.

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3.5

For projects not involving Coordinating Project Professionals, Consultant will proactively
interact with any other contractors when directed by City to obtain or disseminate timely
information for the proper execution of the Project.

Work Product.

a.

Ownership. Upon receipt of payment for Services furnished, Consultant grants to City
exclusive ownership of and all copyrights, if any, to evaluations, reports, drawings,
specifications, project manuals, surveys, estimates, reviews, minutes, all "architectural
work" as defined in the United States Copyright Act, 17 U.S.C § 101, ef seq., and other
intellectual work product as may be applicable ("Work Product").

(1) This grant is effective whether the Work Product is on paper (e.g., a "hard copy"),
in electronic format, or in some other form.

(2) Consultant warrants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product inftinges on third-party
proprietary interests.

Delivery. Consultant will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.

City Use.
(1) City may reuse the Work Product at its sole discretion.

(2) In the event the Work Product is used for another project without further
consultations with Consultant, the City agrees to indemnify and hold Consultant
harmless from any claim arising out of the Work Product.

(3) In such case, City will also remove any seal and title block from the Work Product.

Compensation for the Project.

4.1

4.2

4.3

Compensation. Consultant's compensation for the Project, including those furnished by its
Subconsultants or Subcontractors will not exceed $4,650,000 as specifically detailed in Exhibit C
("Compensation").

Change in Scope of Project. The Compensation may be equitably adjusted if the originally

contemplated Scope as outlined in the Project is significantly modified.

a.

Adjustments to Compensation require a written amendment to this Agreement and may
requite City Council approval.

Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by the Consultant without prior written authorization from the City.

Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in
the Exhibits and accompanying attachments, the provisions of this Agreement shall take
ptiority and govern the conduct of the parties.

Allowances. An “Allowance” may be identified in Exhibit C only for work that is required by the
Scope and the value of which cannot reasonably be quantified at the time of this Agreement.

a.

As stated in Sec. 4.1 above, the Compensation must incorporate all Allowance amounts
identified in Exhibit C and any unused allowance at the completion of the Project will
remain with City.

Consultant may not add any mark-up for work identified as an Allowance and which is to
be performed by a Subconsultant.

Consultant will not use any portion of an Allowance without prior written authorization
from the City.

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d. Examples of Allowance items include, but are not limited to, subsurface pothole
investigations, survey, geotechnical investigations, public participation, radio path studies
and material testing.

4.4 Expenses. City will reimburse Consultant for certain out-of-pocket expenses necessarily incurred
by Consultant in connection with this Agreement, without mark-up (the “Reimbursable
Expenses”), including, but not limited to, document reproduction, materials for book preparation,
postage, courier and overnight delivery costs incurred with Federal Express or similar carriers,
travel and car mileage, subject to the following:

a. Mileage, airfare, lodging and other travel expenses will be reimbursable only to the extent
these would, if incurred, be reimbursed to City of Glendale personnel under its policies
and procedures for business travel expense reimbursement made available to Consultant
for review prior to the Agreement’s execution, and which policies and procedures will be
furnished to Consultant;

b. The Reimbursable Expenses in this section are approved in advance by City in writing; and

c. The total of all Reimbursable Expenses paid to Consultant in connection with this
Agreement will not exceed the “not to exceed” amount identified for Reimbursable
Services in the Compensation.

5. Billings and Payment.

5.1 Applications.

a. Consultant will submit monthly invoices (each, a "Payment Application") to City's Project
Manager and City will remit payments based upon the Payment Application as stated
below.

b. The period covered by each Payment Application will be one calendar month ending on
the last day of the month.

5.2 Payment.

a. After a full and complete Payment Application is received, City will process and remit
payment within 30 days.

b. Payment may be subject to or conditioned upon City's receipt of:

(1) Completed work generated by Consultant and its Subconsultants; and

(2) Unconditional waivers and releases on final payment from all Subconsultants as
City may reasonably request to assure the Project will be free of claims arising
from required performances under this Agreement.

5.3 Review and Withholding. City's Project Manager will timely review and certify Payment
Applications.

a. If the Payment Application is rejected, the Project Manager will issue a written listing of
the items not approved for payment.

b. City may withhold an amount sufficient to pay expenses that City reasonably expects to
incur in correcting the deficiency or deficiencies rejected for payment.

6. Termination.
6.1 For Convenience. City may terminate this Agreement for convenience, without cause, by

delivering a written termination notice stating the effective termination date, which may not be less
than 15 days following the date of delivery. Consultant may terminate this Agreement for
convenience, without cause, by delivering a written termination notice stating the effective
termination date, which may not be less than 90 days following the date of delivery.

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a. Consultant will be equitably compensated for Services furnished prior to the Effective date
of termination for reasonable costs incurred.

b. Consultant will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of
the required items to the City.

6.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cure any breach of

this Agreement within seven days after receipt of written notice specifying the breach.

a. Consultant will not be entitled to further payment until after City has determined its
damages. If City's damages resulting from the breach, as determined by City, are less than
the equitable amount due but not paid Consultant for Services furnished, City will pay the
amount due to Consultant, less City's damages, in accordance with the provisions of Sec. 5.

b. If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay
the difference to City immediately upon demand; however, Consultant will not be subject
to consequential damages more than $1,000,000 or the amount of this Agreement,
whichever is greater.

Conflict. Consultant acknowledges this Agreement is subject to A-R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating,
negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or
consultant of any other party to this Agreement.

Insurance. For the duration of the term of this Agreement, Consultant shall procure and maintain
insurance against claims for injuries to persons or damages to property which may arise from or in
connection with the performance of all tasks or work necessary to complete the Project as herein defined.
Such insurance shall cover Consultant, its agent(s), representative(s), employee(s) and any subcontractors.

8.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:

a. Commercial General and Security Guard Professional Liability (CGL): Insurance Services
Office Form CG 00 01, including products and completed operations, with limits of no
less than $2,000,000 per occurrence for bodily injury, personal injury, and property
damage. If a general aggregate limit applies, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice the required
occurence limit.

b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1
(any auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.

c. Professional Liability. Consultant must maintain a Professional Liability insurance

covering errors and omissions arising out of the work or setvices performed by Consultant,
or anyone employed by Consultant, or anyone for whose acts, mistakes, errors and
omissions Consultant is legally liability, with a liability insurance limit of $2,000,000 for
each claim and a $4,000,000 annual aggregate limit. Such coverage may be included within
the Commercial General Liability limits

Errors & Omissions (Professional Liability) are written as Claims Made Policies. If any of
the policies provide coverage on a claims-made basis the following shall apply:

(1) The Retroactive Date must be shown and must be before the date of the contract
or the beginning of contract work.

(2) Insurance must be maintained, and evidence of insurance must be provided for at
least five (5) years after completion of the contract of work.

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(3) If coverage is canceled or non-renewed, and not replaced with another claims-made
policy form with a Retroactive Date prior to the contract effective date, the
Consultant must purchase “extended reporting” coverage for a minimum of five (5)
years after completion of contract work

Cyber Liability — with limits not less than $1,000,000 per occurrence or claim, $5,000,000
aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as
is undertaken by the Vendor in this agreement and shall include but not be limited to,
claims involving infringement of intellectual property, including but not limited to
infringement copyright, trademark, trade dress, invasion of privacy violations, information
theft, damage to or destruction of electronic information, release of private information,
alteration of electronic information, extortion and network security. The policy shall
provide coverage for breach response costs as well as regulatory fines and penalties as well
as credit monitoring expenses with limits sufficient to respond to these obligations. If the
policy is written on a claims-made basis a Retroactive Date must be shown as indicated
item c) above.

Worker’s Compensation: Insurance as required by the State of Arizona, with Statutory
Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injury or disease.

Commercial Crime Insurance
(1) The policy shall be issued with minimum limits of $1,000,000.

(2) The policy shall include coverage for all directors, officers, agents and employees of the
Offeror.

(3) The policy shall include coverage for third party fidelity.

(4) The policy shall include coverage for theft.

(5) The policy shall contain no requirement for arrest and conviction.

(6) The policy shall cover loss outside the premises of the Named Insured.

(7) The Department shall be included as a Joint Loss Payee as our interest may appear. A
blanket endorsement is acceptable.

8.2 Indemnification.

a.

To the fullest extent permitted by law, Consultant must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an
"Indemnified Party," collectively, the "Indemnified Parties") for, from, and against any and
all claims, demands, actions, damages, judgments, settlements, personal injury (including
sickness, disease, death, and bodily harm), property damage (including loss of use),
infringement, governmental action and all other losses and expenses, including attorneys’
fees and litigation expenses (each, a "Demand or Expense" collectively "Demands or
Expenses") asserted by a third-party (Le. a person or entity other than City or Consultant)
to the extent caused by the breach of this Agreement by the Consultant or the Consultant’s
negligent actions, errors or omissions (including any Subconsultant or Subcontractor or
other person or firm employed by Consultant), whether sustained before or after
completion of the Project.

This indemnity and hold harmless provision apply even if a Demand or Expense is in part
due to the Indemnified Party's negligence or breach of a responsibility under this
Agreement, but in that event, Consultant will be liable only to the extent the Demand or
Expense is caused by the negligence or breach of a responsibility of Consultant or of any
petson or entity for whom Consultant is responsible.

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8.3

8.4

8.5

8.6

c. Consultant is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.

Other Insurance Provisions. The insurance policies required by the Section above must contain,
ot be endorsed to contain the following insurance provisions:

a. The City, its officers, officials, employees and volunteers are to be covered as additional
insureds, to the extent of the liability assumed by the Consultant under this Agreement, on
the Commercial General and Security Guard Professional and automobile policies. Such
liability includes: (i) any liability to the extent caused by Consultant’s negligent
performance of any tasks or work necessary to complete the Project as herein defined; (ii)
liability for the cost of materials, parts or equipment furnished in connection with any
tasks, or work performed by Consultant or on its behalf; and (iii) any liability to the extent
caused by Consultant’s negligent operation of automobiles owned, leased, hired or
borrowed on behalf of the Consultant, and (iv) any liability to the extent caused by
mistakes, errors and omissions of Consultant or anyone employed by Consultant or anyone
for whose mistakes, ettors and omissions Consultant is legally liable. General liability
coverage can be provided in the form of a blanket endorsement to the Consultant’s
existing insurance policies that covers additional insureds where required by written
contract, provided such endorsement is at least as broad as both CG 20 10 12 19 and CG
23 371219

b. For any claims related to this Project, the Consultant’s insurance covetage shall be
ptimary insurance with respect to the City, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the City, its officers, officials,
employees or volunteers shall be in excess of the Consultant’s insurance and shall not
contribute with it.

c Each insurance policy required by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.

Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of
no less than A: VII, unless the Consultant has obtained prior approval from the City stating that a
non-conforming insurer is acceptable to the City.

Waiver of Subrogation. Consultant hereby agrees to waive its rights of subrogation which
any insurer may acquire from Consultant by virtue of the payment of any loss. Consultant agrees
to obtain any endorsement that may be necessary to affect this waiver of subrogation. The
Workers’ Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City
for all work performed by the Consultant, its employees, agent(s) and subcontractor(s).

Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Consultant shall
furnish the City with original certificates and amendatory endorsements, or copies of any applicable
insurance language making the coverage required by this Agreement effective. All certificates and
endorsements must be received and approved by the City before work commences. Failure to
obtain, submit or secure the City’s approval of the required insurance policies, certificates or
endorsements prior to the City’s agreement that work may commence shall not waive the
Consultant’s obligations to obtain and verify insurance coverage as otherwise provided in this
Section. The City reserves the right to require complete, certified copies of all required insurance
policies, including any endorsements or amendments, requited by this Agreement at any time
during the Term stated herein.

Consultant’s failure to obtain, submit or secure the City’s approval of the required insurance
policies, certificates or endorsements shall not be considered a Force Majeure or defense for any
failure by the Consultant to comply with the terms and conditions of the Agreement, including any
schedule for performance or completion of the Project.

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10.

11.

8.7 Subcontractors. Consultant shall require and shall verify that all subcontractors maintain insurance
meeting all requirements of this Agreement.

8.8 Special Risk or Circumstances. The City reserves the right to modify these insurance requirements,
including any limits of coverage, based on the nature of the risk, prior experience, insurer, coverage
or other circumstances unique to the Consultant, the Project or the insurer.

E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Consultant warrant
their compliance and that of its subconsultants with all federal immigration laws and regulations that relate
to their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The
Consultant or subconsultant’s breach of this warranty shall be deemed a material breach of the Agreement
and may result in the termination of the Agreement by the City under the terms of this Agreement. The City
retains the legal right to randomly inspect the papers and records of the other party to ensure that the other
party is complying with the above-mentioned warranty. The Consultant and subconsultant warrant to keep
their respective papers and records open for random inspection during normal business hours by the other

party. The parties shall cooperate with the City’s random inspections, including granting the inspecting party
entry rights onto their respective properties to perform the random inspections and waiving their respective
tights to keep such papers and records confidential.

No Boycott of Israel. To the extent A.RS § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in,
a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.

Attestation of PCI Compliance. When applicable, the Consultant will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Consultant with oversight responsibility.

Notices.

12.1 A notice, request or other communication that is required or permitted under this Agreement (each
a "Notice") will be effective only if

a. The Notice is in writing; and

b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).

c Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, if:

(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier

service; or

(2) As of the next business day after receipt, if received after 5:00 p.m.

d. The burden of proof of the place and time of delivery is upon the Party giving the Notice.

e. Digitalized signatures and copies of signatures will have the same effect as original
signatures.

12.2 Representatives.

a. Consultant. Consultant's representative (the "Consultant's Representative") authorized to
act on Consultant's behalf with respect to the Project, and his or her address for Notice
delivery is:

Brent Combs

3030 N. Central Avenue, Suite 407
Phoenix, AZ 85012
Brent.Combs@aus.com
480-389-8294

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14.

b. City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:

City of Glendale

c/o Connie Schneider

5850 W Glendale Ave, Suite 317
Glendale, Arizona 85301

With required copy to:

City Manager City Attorney
City of Glendale City of Glendale
5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Arizona 85301
c. Concurrent Notices.
(1) All notices to City's representative must be given concurrently to City Manager
and City Attorney.
(2) A notice will not be deemed to have been received by City's representative until

the time that it has also been received by the City Manager and the City Attorney.

(3) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designee(s) and their
respective addresses for notices.

d. Changes. Consultant or City may change its representative or information on Notice, by
giving Notice of the change in accordance with this section at least ten days prior to the
change.

Financing Assignment. City may assign this Agreement to any City-affiliated entity, including a non-
profit corporation or other entity whose primary purpose is to own or manage the Project.

Entire Agreement; Survival; Counterparts; Signatures.

14.1

14.2

Integration. This Agreement contains, except as stated below, the entire agreement between City
and Consultant and supersedes all prior conversations and negotiations between the parties
regarding the Project or this Agreement.

a. Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.

b. Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.

c The solicitation, any addendums and the response submitted by the Contractor are

incorporated into this Agreement as if attached hereto. Any Contractor response modifies
the original solicitation as stated. Inconsistencies between the solicitation, any addendums
and the response or any excerpts attached as Exhibit A and this Agreement will be
resolved by the terms and conditions stated in this Agreement.

Interpretation.

a. The parties fairly negotiated the Agreement's provisions to the extent they believed
necessary and with the legal representation they deemed appropriate.

b. The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.

c. The Agreement will be interpreted in accordance with the laws of the State of Arizona.

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16.

17.

18.

14.3

14.4

14.5

14.6

14.7

Term.

15.1

15.2

Survival, Except as specifically provided otherwise in this Agreement, each warranty,
representation, indemnification and hold harmless provision, insurance requirement, and every
other right, remedy and responsibility of a Party, will survive completion of the Project, or the
earlier termination of this Agreement.

Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.

Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or more right or remedy will not affect any other rights or remedies under this Agreement
or applicable law.

Severability. If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the other provisions, and the voided or unenforceable
provision will be reformed to conform with applicable law.

Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.

Renewals. ‘The term of this Agreement commences upon the effective date and continues for a
one-year initial period. The City may, at its option and with the approval of the Consultant, extend
the term of this Agreement an additional four (4) years, renewable on an annual basis. Consultant
will be notified in writing by the City of its intent to extend the Agreement period at least sixty (60)
calendar days prior to the expiration of the original or any renewal Agreement period. Price
adjustments will only be reviewed during the Agreement renewal period and will be a determining
factor for any renewal. There are no automatic renewals of this Agreement.

Extension for Procurement Process. Upon the expiration of the Term of this Agreement,
including the initial term and any renewals, 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 to
complete its procurement process to select a vendor to provide the services/materials similar to
those provided under this Agreement. The City will notify the Contractor in writing of its intent to
extend the Agreement at least sixty (60) calendar days prior to the expiration of the Term. Any
extension provided under this subsection will continue under the same terms and conditions as in
effect immediately prior to the expiration of the then-curtent term.

Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.

Cooperative Use of Contract. This agreement may be extended for use by other governmental agencies
And political subdivisions of the State. Any such usage by other entities must be in accord with the
ordinances, charter, rules and regulations of the respective entity and the approval of the Contractor and
City. For a list of SAVE members, click on the following link:

http: //www.mesaaz.gov/business/purchasing/save

Exhibits, The following exhibits, with reference to the term in which they ate first referenced, are
incorporated by this reference.

Exhibit A Project
Exhibit B Scope of Work
Exhibit C Compensation

(Signatures appear on the following page.)

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The parties enter into this Agreement effective as of the date shown above.

ATTEST:

Julie K. Bower
City Clerk

APPROVED AS TO FORM:

(SEAL)

Michael D. Bailey
City Attorney

11

City of Glendale,
an Arizona municipal corporation

By: Kevin R. Phelps
Its: City Manager

Universal Protection Service LP a California
limited partnership dba Allied Universal Security
Services

Aa

By: Steve Claton
Its: Regional President

10/6/2020

1.

EXHIBIT A
Professional Services Agreement
SECURITY GUARD SERVICES

PROJECT

OBJECTIVES

The City of Glendale is looking for vendor(s) that can provide appropriate skilled, trained, and
professional guards for various security services needed within the City. Contractor(s) should
meet the performance targets set by the City for completion of assigned checks,
documentation logs, targeting communication deadlines to ensure that there are minimal
performance issues. Contractor(s) should have the capacity to be approachable, flexible, and
readily available for routine meetings with the City.

The goal of this contract, and the resulting services provided, is to ensure that the City
departments and locations are safe for building occupants, Glendale citizens and vendors. A
successful partnership with the Contractor(s) will involve the following.

1.1

1.2

Minimal oversight and monitoring by the City. The City seeks contractors who can
adhere to the specifications set forth in this RFP and use their expertise, knowledge,
and capabilities to perform the scope of work consistently with minimal oversight and
monitoring by the City. The City also seeks contractors who invest in their staff, have
minimal turnover, and provide regular training to staff in performing efficiently and
effectively.

Close collaboration through proactive communication and regular performance
tracking. The City seeks a partner that proactively reports progress in the completion of
assigned duties and is responsive to trends identified or issues raised during regular
performance tracking. In addition to reporting progress on the completion of work, the
selected Contractor(s) will play a valuable role in proactively communicating issues
relating to the safety of City departments and locations.

EXHIBIT B
Professional Services Agreement
SECURITY GUARD SERVICES

SCOPE OF SERVICES

The Scope of Services below outlines the routine and additional services that the Contractor
shall provide in a consistent and timely manner. As outlined below, the Contractor shall be
responsible for providing all supplies, labor, materials and working equipment necessary to
complete the tasks as defined. Hours and/or posts are subject to change depending on
operational requirements. The contract does not guarantee that these same posts and hours
will remain for the length of the contract. The City reserves the right, at its sole discretion, to
increase or decrease the number of posts and/or hours, without cause, by notifying the
Contractor in writing through an Amendment.

The term “City” when used throughout this document shall refer to facilities and property
owned or maintained by the City of Glendale.

Contractor shall provide to the City a full range of security services including, but not limited
to, protection and security against vandalism and trespass and theft of property on or from the
City premises. Contractor shall instruct and require its security guards to perform services
specified within this solicitation in an orderly and efficient manner while enforcing services in
such a manner so as not to interfere with the normal conduct of the City’s business.
Contractor shall comply with all laws and regulations set forth in Arizona Revised Statues Title
32, Chapter 26, relating to security guards.

SERVICE SCHEDULE

Contractor shall provide security guards to fill the below-described positions and shifts. Hours
are approximate and are intended to be eight-hour shifts unless otherwise noted.

A. Glendale Municipal Office Complex - 5850 W. Glendale Avenue

On foot, Guard shall patrol the grounds surrounding City Hall, parking garage, library, Murphy
Park, Council Chambers, Sine building (lock, unlock and check). Patrol at least once an hour.

Number of
Security Shift Days of Week
Guards/Shift
1 1900-0700 / 12 hours Monday-Friday
1 0700-1900 / 12 hours Saturday-Sun
1 1900-0700 / 12 hours Saturday-Sun
1 24-hour coverage Holidays

B. Field Operations Center - 6429 W Orangewood Ave (guard house)

Guard is always stationed at the Guard House, monitoring all vehicle traffic coming and going
from the property. Guard shifts are established to cover the 24- hour, 7-day a week schedule.

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Number of
Security Shift/Number of Hours Days of Week
Guards/Shift
1 1800-0600 / 12 hours Monday - Sunday
1 0600-1800 / 12 hours Monday - Sunday

C. City of Glendale Patrol — Requires a vehicle Includes: Landfill - 11480 W Glendale Avenue

The guard shall drive throughout the landfill checking for trespassers as well as smoke and
fire. The guard will be required to inspect several locations throughout the complex and make
hourly patrol. An electronic check in device will be used. Locations of these devices will be
spelled out in established post orders. The Landfill holiday closures may not correspond to the
standard City holiday schedule.

Number of
Security Shift/Number of Hours Days of Week
Guards/ Shift
1 1530-0730 / 16 hours Monday-Thurs.
1 1530-0700 / 15.5 hours Friday
1 1430-0730 / 41 hours Saturday-Sun
1 0730-1530 / 8 hours Holidays

D. Glendale Regional Public Safety Training Center - 11550 West Glendale Avenue

The guard assigned to this site will be stationed inside the lobby area. The guard will assist
visitors to the location. The guard will monitor a closed-circuit camera system as well as
operate a remote gate entry/intercom access. The guard will make periodic walking patrols
inside the building and checks of the exterior around the building.

Number of
Security Shift/Number of Hours Days of Week
Guards/Shift
1 1700-2200 / 5 hours Monday - Thursday
1 0630-1730 / 11 hours Friday
1 0700-1900 / 12 hours Saturday-Sunday
1 0700-2300 / 16 hours Holidays

E. Glendale Courts - 5711 W Glendale Avenue

The guards assigned to this site will be stationed inside or outside the court lobby area.
Guards are responsible for conducting X-ray and Magnetometer screening. Additionally, they
will need to assist with general court questions and help in way finding, as well as locking of all
courtroom doors. The Court also needs the flexibility of at least 1 Security Guard that speaks
fluent Spanish.

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Number of
Security Shift/Number of Hours Days of Week
Guards/Shift

3 0730-1730 / 24 hours Mondays
3 0730-1730 / 24 hours Tuesdays
3 0730-1730 / 24 hours Wednesdays
3 0730-1730 / 24 hours Thursdays
3 0730-1730 / 24 hours Fridays

F. Libraries - 2 locations
The guards assigned to this site will be stationed inside the library. The guard will
assist visitors and answer questions. The guard will make periodic walking patrols
inside the building and checks of the exterior around the building.

Main Library - 5959 West Brown Street

Number of
Security Shift/Number of Hours Days of Week

Guards/Shift
1 1200-1615 / 4.25 hours Mondays
1 1600-2015 / 4.25 hours Mondays
1 1000-1615 / 6.25 hours Tuesdays
1 1000-1415 / 4.25 hours Wednesdays
1 1400-1815 / 4.25 hours Thursdays
1 1300-1815 / 5.25 hours Fridays
1 1200-1715 / 5.25 hours Saturdays
1 1300-1715 / 4.25 hours Sundays

Velma Teague - 7010 N 58* Avenue

Number of
Security Shift/Number of Hours Days of Week

Guards/Shift
1 1300-1700 / 4 hours Sundays
1 1300-2000 / 7 hours Mondays
1 1000-1600 / 6 hours Tuesdays
1 1200-1800 / 6 hours Thursdays
1 1000-1800 / 8 hours Fridays
1 1000-1700 / 7 hours Saturdays

During the contract period, Contractor agrees to hire enough security guards and supervisors
to adequately staff the necessary locations. For continuity of access control and security
screening procedures, it is preferred that security guards familiar with a post consistently work
the same post. Contractor will make every effort to provide security guards, and their relief,
that can work at the same posts and locations throughout the entire contract period.

MANDATORY MINIMUM REQUIREMENTS: For a proposal to be determined reasonably
susceptible for award, Offerors shall provide information on the following minimum
requirements listed. To establish that these minimum requirements are met, Offerors shall
submit documentation that clearly demonstrates compliance.

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Offeror must possess a current agency license authenticated by the Arizona
Department of Public Safety authoring Contractor to conduct the business of Security
Guards Services pursuant to Title 32, Chapter 26. Security Guards. Contractor shall
be licensed, and licenses shall remain in good standing for the entire term of the
contract. Copy of agency licenses must be included with response.

Offeror must demonstrate prior municipal or government experience and have
conducted business within the Phoenix metropolitan area for the last three (3) years.

Offeror 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.

The City will only consider those proposals that equal or exceed the minimum hourly
pay rates for assigned security guards and supervisors. 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,
etic.

Offeror must have the ability to provide electronic reporting of all wand check points
and daily logs.

PERFORMANCE REQUIREMENTS AND MEASURES:

A.

Contractor shall ensure that security guards are supplying all logs and documentation
to completing assigned checks per location specific post orders. All logs and
documentation shall be provided to the department by 9:00 a.m. the following day. To
be considered successful, contractor shall meet a 98% target rate for supplying all
requested documentation and logs.

Contractor shall provide all invoicing to the City of Glendale with the correct times as
per the agreed upon rate and hours. Contractor should be ensuring all information is
accurate prior to sending to the Contract Administrator for payment. Invoices shall be
sent weekly, and Contractor shall not have more than one error per month on any
invoices to be considered successful in this performance requirement.

Contractor shall attend every planned meeting with departments to have open
communication between the Contractor and the City.

Contractor shall address and/or have an action plan to correct performance issues
within 48 hours.

Contractor shall have a 95% or higher rate of checking all scan/wand points each
shift.

SECURITY GUARD EXPECTATIONS AND GENERAL DUTIES:

A. Employee Identification and Work Apparel:

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1. Contractor shall require its employees assigned to wear Contractor’s complete
uniforms.

2. Security guard shall have on their possession standardized company photo ID badge
and current, valid security guard registration certificate issued by the Arizona
Department of Public Safety.

3. Contractor shall furnish its employees with uniforms and appropriate foul weather gear
at no cost to the City and Contractor’s employees.

4. Contractor shall also be responsible for providing badges and identification nametags.

5. Employees shall maintain a professional demeanor and show respect to other personnel
at the work site.

6. Employees will be dressed appropriately for the work with badges and informs that
identify them as employees of the Contractor.

7. Uniform appearance should always display a neat and professional image. Uniforms
shall be properly fitted, pressed and clean.

8. Each post shall be required to have a radio. The radios are used to communicate with
their company in the event that the guards observe something that he/she believes
should be investigated. The company will make their decisions to contact their
supervisor of the Glendale Police Department. The Contractor shall provide an
electronic recording device that can be used by the guards to monitor patrol
checkpoints. These checkpoints will be placed at several different sites. This equipment
will be provided and maintain by the company at no cost the City.

B. 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.

C. 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 Licenses (guard card) and are CPR/AED Certified. In addition,
Contractor shall work with the City Contract Administrator to review/revise site specific
post orders and ensure that Guards are trained on these orders.

D. Guard Duties. The general duties of Guards shall include, but not limited to:

1. Provide general surveillance of exterior and interior areas of City facilities and
property.
Monitor the public and watch for potential disturbances.
Identify and report security and (to the extent observed) safety violations.
Provide proper locking and unlocking of buildings, gates, and other areas in
accordance with site-specific post orders.
Patrol areas at specific times.
Attend to persons requiring routine and emergency assistance.
Provide personal safety escorts as needed.
Provide a visible security presence.
Monitoring employees, visitors and suppliers seeking entrance in a manner
consistent with City procedures.
Where applicable, screening persons, bags, parcels, and packages entering City
facilities for the presence of weapons, explosives, hazardous material, or other
contraband as identified by the Contract Administrator. Screening may involve the

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COONAN

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use of X-ray machines, walk through or hand-held magnetometers as well as visual
inspections of property and vehicles.

11. Perform other duties consistent with security requires or post-order specified duties.

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

13. Act as the agent to the City to enforce published policies and rules. Request the
assistance of the City of Glendale Police Department for removal of individuals from
the properties when they fail to abide City policies and rules as well as civil and
crime code violations. CONTRACTOR IS NOT AUTHORIZED to use force or cause
bodily injury to suspected trespasser.

14. Notify law enforcement of any illegal or unauthorized activity as observed. Provide
documented account of all activity witnessed and assist law enforcement as required.
Ensure that prompt action is taken to address security incidents and, to the extent
observed, accidents, fire, property damage and safety hazards.

15. No reading unauthorized material shall be permitted while on shift.

16. No personal phone calls will be permitted except in an emergency.

WEAPONS. All posts and services performed under this agreement shall be by unarmed
security guards. On-site guards shall not be in possession of or carry any weapon, including
but not limited to firearms, knives, Billy clubs, mace, pepper spray, or tasers. Security guards
found to be in possession of a weapon while on duty may be relieved permanently from this
post.

CUSTOMER SERVICE REQUIREMENTS

A.

F.

G.

Demonstrate a professional attitude at all times and be fully prepared to work at
designated times in assigned post areas. Guards must appear professional and must be
approachable, calm, energetic, pleasant and polity. Provide personalized service when
appropriate to meet customer needs. When a problem arises, offer assistance.

Communicate effectively including seeking bilingual assistance when necessary. Maintain
eye contact and check for the customer’s understanding, i.e. ask questions. The guard
must be able to assist any special needs customers and City employees.

The guard should be discrete, offer a solution and follow through when problems arise. The
guard should remain calm, show an understanding for the badge holders and or
customer’s situation and notify supervisor or management personnel when necessary to
keep a situation from escalating.

All security guard personnel must be fully trained to provide customer assistance and
provide clean and accurate information on request.

Be courteous, professional, and informative when interacting with the public, City
personnel, contractors, and vendors.

Not accept gratuities and/or gifts, such as money, lunches, or free items.

Speak clearly and concisely when reporting situations on the radio.

PAYMENT AND REPORTING: The City will only consider those proposals that equal or exceed
the minimum hourly pay rates for assigned Security Guards.

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A. Regular time — Standard Security Guard Wage — minimum $15.00/hour

B. Over time — Standard Security Guard Wage — minimum $22.50/hour

C. The Contractor shall be required to invoice the City on a weekly basis. Payment will be
made 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 name 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.

CITY HOLIDAYS: The City has ten (10) 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 Eve

Martin Luther King Jr. Day
Presidents’ Day

Memorial Day
Independence Day

Labor Day

Veterans’ Day
Thanksgiving Day
Thanksgiving Holiday
Christmas Holiday

REMOVAL OR REJECTION OF CONTRACTOR’S SECURITY GUARDS. The City reserves the
right to require Contractor to reject or have removed from its facilities any employee on duty
or reporting for duty who is considered by the City to be unqualified or unsatisfactory to
perform the duties required by this Agreement. Any removal or rejection shall be without
recourse to the City. In the event of such rejection, Contractor’s supervisor shall cover the
affected post until a suitable replacement is furnished.

TRAINING. Prior to assignment to any City facility, Contractor shall provide sufficient training,
at no cost to the city, for each employee to ensure that the employee can carry out the general
duties outlined in this agreement as well as the site-specific post orders for the facility
assigned. The City reserves the right to audit the Contractor’s training records.

Training must include, at a minimum:
o Legal aspects of security
o First aid/CPR
o Fire prevention, control and suppression, applicable to the use of a hand-held
fire extinguisher.
Blood-borne pathogens (OHSA Standard 29 CFR)
Hazard communication/MSDS.
Patrol techniques/Crime prevention.
Security guard safety

0000

CONTRACTOR’S VEHICLE

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A. Any vehicle driven to or on a City facility for business purposes, other than the on-duty
guard’s personal vehicle, shall have visible signage on the left and right front doors with the
Contractor’s signage or logo, so as to be apparent the nature of the business of the
occupant of the vehicle.

B. Vehicle must be legal for highway operation during daylight and nighttime hours. Vehicle
must be equipped with a spotlight for nighttime patrol use. Vehicle may be parked on-site
while security guard is not on duty. All fuel and maintenance shall be provided by
Contractor.

C. Currently the City requires one highway operational vehicle. Vehicle should have the ground
clearance of a conventional small car or pickup truck. The ability to provide a spare vehicle
is also required to cover a vehicle that goes down for service or becomes inoperable.

Patrol Vehicle — approximate yearly mileage is 10,000.

D. Contractor shall include separately a flat hourly cost to the City necessary to provide the
vehicle described herein for use in performing the patrol functions outlined in this
agreement. The amount shall include all costs necessary to operate and maintain the
vehicles.

DOCUMENTATION AND REPORTING

A. Provide daily logs including wand reports at regular reporting intervals and reports upon
request. Reports and data shall be delivered and formatted per the City’s request. There
shall be no additional charges for reports, documentation or data requested.

3.14 LIQUIDATED DAMAGES

lf the Contractor fails to perform to services within the time specified in its contract, or
any extension thereof, the actual damages to the City for the delay will be difficult or
impossible to determine. Therefore, in lieu of actual damages, the City may impose the
following liquidated damages on a per observed violation basis:

Posting security-sensitive CITY-related comments or $150 per violation
photos on any website to include but not limited to social

websites

Violation of the establish post orders. $150 per violation
Sleeping on duty. $150 per violation
Unauthorized use of CITY property to include but not $150 per violation
limited to official documents, badges, keys or equipment.

Falsifying official reports, documents. $150 per violation
Disclosing any official or security-sensitive information $150 per violation

without written permission from the CITY.
Accepting or soliciting anything of value in connection with | $150 per violation
official duties.

Using uniforms, or other identification media for other $150 per violation
than official business while on or off duty.
No show or tardiness to start of shift. $150 per violation

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