SECURITY PROFESSIONAL SERVICE AGREEMENT Docusign Envelope ID: 181DDD29-E3A3-4E40-AA9F-B80DDF2509AA
SECURITY PROFESSIONAL SERVICE AGREEMENT
FULL LEGAL, NAME OF SECURITY PROVIDER ("Allied Universal").- Universal Protection Service, LIX d/b/a Allied Universal Security
Services,for itself and oil bel ialf of its,Nvliolly-owned SUbsidiaries and affiliates which in provide service hereunder within certatti J*urisd ict tolls.
FULL LEGAL NAME OF CLIENT Client")-•City of Clearwater.Florida a Florida municipal coMo
_rat,ion.
By signing below by their duly authorized representatives,Client and Allied Universal agree to be legally bound to this Agreement,as defined below,
r
as of the day and year first Nwitten below.
CLIENT:City of Clearwater,Florida U I E T-CTION SERVICE,LLC d/b/a,
Allied IV k it),Services
By:See page 6 for City signature page By:_
Naine* t file, Blanco
Title.- 1,itle: i al Vice Preside t
Address for Notices: Address Notices: 161 Wa hington Street,Suite 600,
Conshoh,ckeq,I'Al 19428
Email: Eniai
GENER.AL TERMS Al I CONDITIONS
'I"his Agrecilient shall begin on.April.6,2026("Commencement Date")and vill reiiiain in effect for a period of one(1)year("Initial,Terril."),with four
(4),one(1)year renewal options(each a"Renewal term,"and it i
collectively the Mitial Term the"Term").This Agreenient inay berenewed by Client
I t
by giving notice to Allied Universal before,the expiration.of the current of (1)year terns.
Either party in ternmate this Agreciiient for nor performance by the oilier part),as described more fully in Section G.14 below,,if non-performing
part),falls to,cure such non-perforinance vNithin five(5)days after rccei t of Nwitten notice thereof Dither part),may,also terminate this Agreement at any
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time for any reason upon.thirty(30)days'prior written,notice to the other party.
Services. Allied Universal shall provide the security professloilal services to the extent, for the tinies a,,nd,at the location(s)set forth in Exhibit A(the
i "Services").
Fees and Iynient. Allied Universal NvIll invoice Client each week for all Services rendered in the preceding week.(unless adifTercm time period is
specified in Exhibit 13),Nvith the weekly period starting oil Friday and efiding the following Thursday,at the rates set forth in Exhibit I Billing Rates").
Ilii invoices will also include charges for any other pro ducts,11nd/or services provided by Allied Universal, as indicated in Exhibit B.All invoices,shall
be deenied accepted within ten.(10)days of the date of invoice.Additionally,Client shall pay all invoices in ftill xvithin ten(10)days ofthe date ofinvoice
without deduction or set-off.Tlie Billing Rates set forth in Exliibit B shall be fixed the first tAvelve(12)months of the Initial Terni,thereafter they will be
increased annually,effe.ctive as of the anniversary date of the Conunencenient Date,in anan.iount based oil mutually agreed upon rates.
A. Scope of Services provided,however,such changes will be effective only upoil,Allied
I Allied 'Universal shall provide the Services in a Universal's acceptance thereto and the entering into a NNTItten
professional and diligent jilanner. 41c parties acknowledge and instrument exccuted by both parties. If the parties are tinable to
agree that the services required hereunder art-, limited to those agree to a change in the Services, the then.-exis Neill
I ,ting Services ,
Services explicitly set forth iii Exhibit&and that Exhibit A solely reinain in full force and effect. In no event wtH Allied Universal's
governs Allied Universal's duties hereunder. Client agrees that refusal to accept requested changes constitute a breach of this
Allied Universal has not provided, and %vill not provide, ally Agreeniew or otherwise constittite non-perforniance.
consultation services AvIialsoever regarding Nvliat illay be the proper 3. It is, and remains, Client's sole responsibility to inspect
levels or type of sectirity staffing, security procedures, security and maintain Client's premises acrd r its operations, property,
equipment,the methods of providing,security,or the security cquipment, materials and otherwise thereon to avoid ally and all
related to Client's location(s). Client acknowledges that Client unsafe conditioiis and practices that have not becoine the
alone has chosen the number of security personnel. and type of responsibility of Allied Universal through the provision of the
services, patrols, and equipment, to be provided under this Services. The purpose of any assessnient or inspection,at Client's
Agreenient.Allied Universal does not warrant or guarantee that the location(s) by Allied Universal is solely to satisfy Allied
Services NvIll constitute complete or comprehensive security at Universal's responsibilities as an ernployer of those Allied
Client's location(s) or, for Client's assets so as to prevent any Universal eiliployees assigned to Client's location(s). Allied
incident,loss,theft,damage or lq*jury(including death), Uni'versal disclainis and inakes no, representation, Warr pity or
2. Client may request a change i'TI the Services Ill N%Titiiig; guarantee of any kind whatsoever that the assessment or inspection
p.
ALLIEDUNIVERSAL
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Docusign Envelope ID: 181DDD29-E3A3-4E40-AA9F-B80DDF2509AA
xvill din-iinish or prevent losses, and Allied Universal hereby 2. The parties agree that an),, prior pricing sheets, RFP
disclaims all other warranties of any kind including fitness for a submission,and or any other dOCU111entS SLibinitted to Client were
particular purpose. for detmonstration and explanatory purposes only and will not be
deep.ed to inodify, amend, impact or adjust the Billing Rates set
B. Independent Conlractor/Personnel forth in ENhIbit B.
I Allied Universal is responsible for training its employees 3. flie Billing Rates and/or the Direct 13111, Items shall be
Allied Universal assigns to Client's location(s) in accordance Nvith increased at the time and in the manner set forth in Section CA
Allied Universal policies and,procedures and for the supervision of below resulting from an),change,whether or not anticipated,,in:(1)
its employees so assigned,but excluding law en.forceinent offlicers, federal, state, provincial, territorial or other local taxes,, levies, or
Allied Universal may assign independent contractors, required Nvitlilioldings imposed or assessed on amounts payable to
subcontractors and law enforcement personnel to perform Services and/or by Allied Universal hereunder or by or iii respect of Allied
at Client locations(s), in, Nflitch case the independent contractors, Universal to its employees or security personnel;(2)federal,state,
subcontractors and/or law enforcement officers shall be required to provincial,territorial,or local laws or regulations relating to wage
provide training and supervision,as applicable. rates,paid time off, sick leave, and all other work,wage or tinie-
2. Allied Universal shall also provide any additional,specific keeping laws and regulations or premium or overtime pay whether
or other Client-requested training of all security personnel Allied overtime work,gap coverage or other costs related to scheduling);
'Universal employs and assigns to Client's to,cati.on(s) at the fees (3) untforin maintenance costs and equipment or other personnel.
and in the inanner as set forth in Exhibit B. allowances,licensing or credentialing fees an requirements;(4)
3. Allied Universal sliall provide standard uniforms for all wage, medical, Nvelflare and other benefit costs under collective
sectin
ity personnel, provided by Allied Universal at Client's bargaining agreements; (5), costs related to insurance and/or
location(s)at no additional cost,unless set forth in Exhibit B.Allied workers'compensation and other similar programs;(6)costs and/or
Universal will provide Chent-requested non-standard unifortils assessnients related to medicral and/or welfare benefits; (7) other
and/or equipment at the fees and in the nianner as set forth in rNutreinents, costs and/or assessments incurred by Allied
ENIlibit B. Universal pursuant to applicable federal, state, provincial,
4. Allied Universal will assign security personnel to Client's territorial,and/or local law or regulations;and/or(8)changes in the
locatio,11(s) in its capacity as an Independent contractor. Allied cost of materials, equipment, supplies and third party services
Universal will pay all compensation, due to its employees and all necessary to provide the Services. Allied Universal will provide
required payroll taxes and Withilroldings. Client NNTitten notice of stich change in the Billing Rates and/or the
5. Allied Universal Nvill assign security personnel to Client's Direct Bill items,
location(s), in compliance with applicable laws and regulations, 4. Allied Universal may,at its discretion, at the time and/or
including in accordance with the an tl'-discritnination lax%s set forth manner deteniiined,(1)pass through the costs and/or increases set
in Title VII of the Civil.Rights Act of 1964,In the event Client finds forth in Section C.3 to Client in a ILIMP suni or (2) increase the
the performance of any security personnel to be unacceptable, Billing Rates and/or Direct,Bill Items by the percentage equal to
Client may request, with reasonable NNTItICIA notice, that such the percentage increase In Allied Universal's costs with respect to
sectirity personnel be removed froth its location s( )- and Allied these items in Section C.3. Client agrees to pay Allied Universal
I
Universal agrees to do so provided that the reason(s) f such, for all,such costs and/or increases.
request do not violate applicable law, in Allied Universal's sole 5. The amounts invoiced to Client hereunder do not include
j udgment. all),, sales, use, excise or similar taxes, levies or dWiCS. If Allied
6. Client acknowledges that Allied Universal has spent Universal has the legal obligatioli to pay or collect such taxers,,
considerable time and expense recruiting and training its security Client sliall.reimburse Allied,Uiiiversql for stich taxes,unless Client
personnel.As such,Client agrees that,for a period of one hundred provides Allied Universal xvith a valid and current tax exeniption
,an I certificate, or
,d eighty(180)days from the last day on which an individual is certificate or direct pay certl like exemption
employed by Allied Universal,Client xvill not einploy,as a security documentation authorized by the appropriate taxing authority.
professional or in an), related capacity, directly or indirectly, 6. In the event Client fails to pay any invoice when, due,
including employment through a successor security contractor,any Client shall pay Allied Universal one and one-half percent(I�5%)
person who has been employed by Allied Universal in a per nionth interest or such inaxitimin an.-imilit as permitted by law,
supervisor),capacity and assigned to Client's location.In the event whichever is less, on an),, such invoice. In the event that Allied
of al breach of this provision, Client shall pay Allied Universal the Universal pursues any legal claim or other action to collect on any
average wcckly billing, for such em.ployee for four (4) niontlis past-dLie amounts,Client agrees to pay to Allied Universal the costs
together with all legal fees and other costs as liquidated damages. and attorneys'fees incurred by Allied Universal in connectioiikvith
Notwithstanding the forgoing, Client shall C011tillLIC to have the SLICII claim or action.
right to, employ City of Cleam-ater Police Officers for law
enforcement duties and related services and operations. D. Physical and Intellectual Pi,operty,
I. Client ackiiowledges that Allied Universal i.-nay access an(I
C. Billilig use proprietary sofhvare in connection Nvith performing the
I. The Billing Rates do not include the direct bill items set Services("Proprietary Software"),which is a valuable,sficcial and.
forth in Exhibit B("Direct Bill Item(s)"), which shall be paid by Ulique asset of Allied Universal and/or third parties. The
Client to Allied 'Universal in accordance with the payment terms Proprietary Soffivare is and will remain the sole and exclusive
herein, Allied Universal may pass through any increases in the property of Allied.Universal and/or those applicable third parties.
Direct.Bill Iteiii(s)in the manner and at the time set,forth in.Section To the extent the Allied, Universal grants the right for Client to
CA access and use an), Proprietary of ware Allied Uillversal shall
A-
9VILLIE DUN I VE RSIAL
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Docusign Envelope ID: 181DDD29-E3A3-4E40-AA9F-B80DDF2509AA
E,D U N 11 V'E R S A V
include the scope and term of such rights in Exhibit A. Notwithstanding anything to the contrary provided herein or in ally
Client agrees that all materials Allied Universal develops, other direction{oral or Nvritten),Client agrees that in no event shall
generates, or produces pursuant to this,Agreement, including but Allied Universal security personnel be required to undertake any
not limited, to Post Orders (as defined in Section G.12 , security dtIty' Wil 1CIj
could potentially expose themselves to unreason'..'Ible
plans, emergency plans, diagrams, reports, and writings, both risk of barm, At all tinges, Client represents and warrants that its
internal and external,(collectively, "Work Product"),may iclude policies, directions, orders and other requirements are, and at all
the proprietary information of Allied Universal and will renlaiii the tfines will be, lakvful. Allied Universal's indemnification
sole and cXCILISive property of Allied Uni'versal. Client shall not obligation,s shall. also not extend to Losses, caused (a) by the
villf
disclose, transfer or otherwise share tile, Work Product with, any negligence, x%l -ill misconduct or violation of law by Client or
third party and Client shall promptly return or destroy,, at Allied anotlier party; and/or (b) in any way related to Client's Policies,
Universal's election, ally and all. Work Product in Client's procedures or directives to Allied Universal outside the scope of
possession upon termination or expiration of this Agrecinent,, Services.
Notwithstand ing the forego i ng,the parties agree and it lide rstan,d the 4. Should Allied Universal be found liable for-tiny Losses to
State of Florida has broad public records law including, but not the City hereunder for any reason,the sole and exclusive renledy of
limited Chapter 119 and Chapter 286 Florida Statutes and that any Client In any situation, whether in,contract or tort, or otherwise,
and all inf6miation or documents created or now existing hereunder shall be 11,11rufted to Client's actual and direct damages,and shall Mi ,
may be subject to public disclosure as provided by law. Should no event exceed twenty nullion dollars($20,000,000.00).
Allied Universal assert all applicab,lc exception to public records 5. Client inn promptly notify Allied Universal ill,NN'ritin g,Of
law,the duty to show qualification for Rich all exemption rest with any,event or occurrence for�-vli tell Cl ie nt seeks indenin 1 fication ill
Allied Universal. Ali),failure to successfully,assert a public records accordance with Section EA above and within the tinieftanics
exception niay result in the Buyer disclosing said inforrilation. provided under the applicable statute of limitations for tort and
Nothing herein shall be construed as,consent by Buyer to be stied contract claims ill Florida after Client receives notice of tile clahn.
by third parties,or as a waiver ortnodificatton of the provisions of Allied Universal shall not leave any indemnification obligation
Section 768.28, Florida Statutes or, the Doctrine of Sovereign unless Client provides notice in the inanner acrd form set forth
ave against Allied
herein, All, clairms or actions that Client may Ii,
Universal, tinder any theory of recovery, including for
2. To the extent Allied Universal, provides any property, indeninification, must be commenced by Nwritten notice, to Allied
cqLllplllCllt or stipplies to Client or to the Security personnel ill Universal xvithin twelve(12)months following the events giving
perforniance of the Services (collectively, "Supplies"), such rise to the claire.
Supplies will remain the sole and exclusive property of Allied 6. Subject to the liniltations of 768.28, Florida Statutes,,
Universal and shall be promptly returned upon termination or Client Will indeinnify Allied,Universal, its parent,subsidiary and
expiration of this Agreement. affiliated entities, and their respective directors, officers and
3. Client shall assuneliability and pay for all costs employees (each an ".1rideinnified Party" and collectively
,associated,with keying or re-keying its facility to the extent keys "Indemnified Parties")from and against all Losses asserted against
are(i)lost by or stolen froni third parties or(H)not returned for ally any,Indeninified Party arising out of incidents or occurrences taking
reason. place or arising at Client's location(s) provided that any such
E. instn-ance andr Indeinnification Losses:(a)arise out of Allied Universal's compliance with Client's
See City of ClIcai-water- Itistirance Bid Requirements. unreasonable directions or requests; (b)occur in whole or in part
jkddendum A for insurtince,required under this Agreeinent. during Legally Mandated Coverage Break(s); or are: (i)
1.4 Except for the insurance coverage required in Addendiiiii attributable to bodily illi ury,sickness,disease or death or to damage
A, Client agrees that Allied Universal is not providing insurance to tangible property; and, (H) arise out of the negligence, NNillful.
coverage for, and is not an insurer of Client's operations, misconduct or unlawful activity of Client, to the extent that such
personnel,invitees,facilities,property,or all),other assets. Losses, are not caused by the negligence, willful miscolidlict or
2. Allied Universal will, indeninify, defend, and hold tinlawful activity of Allied Universal. Subject to the limitations of
harmless Client its directors, officers, professionals, agents, alld 768.28, Florida Statutes, Client shall further indemnify the
employees front and against all claims,actions,liabilities,dainages, Indeninified Parties from and against all Losses related in whole or
and losses, (tile "Losses") asserted against Client and directly ill part to: (L)discrimination by Client's cniployces; (2.)Client's
resulting from the performance of the Services expressly required failure to comply NvIth laws or regulations nlandating a safe Nvork
under this Agrecinent,provided such Losses:(1)are caused by tile environrinclit; and (3.) Incidents In any way related to Client's
negligence of Allied Universt,11 in perforining the Services, or by policies, procedures or directives to Allied Universal outside tile
other negligent actions or omissions in the performance of the scope of Services.Nothing herein shall be construed,as consent by
Services by Allied Universal, or through the inisconduct or Client to be stied by third parties,or as a Nva ver or modification of
unlaN%ful activity of Allied LJiliversal;and/or(2)are not Caused by the provisions of Section 768.28, Florida Statutes or the Doctrine
the negligence, misconduct or unlawful activity of Client, its of Sovereign
cinployees and contractors or othemise resulting from Allied
Universal's compliance with.specific direction from Client. F. Coinpfiancem,ith Laws,
3. To the extent Allied Universal has assumed 1. Sonne or all of tile physical. security guard services
indenuilfication obligations heretindcr, such obligation.,; shall not identified ill this Agreement could be designated as a Qualified
apply to any Nvork perforinied by Allied Universal at the direction Anti-Terrorism Technology ("QA TT"') under the: Support Anti-
of Client outside the scope of the Services and work performed by terrorlsin,by EMctive Tech no logics("SAFETY") Act of 2002, 6
Allied Universal that is not specifically set forth in Exhibit A. U.S.C. §,§ 441-444, as amended. Where this QXI'T has been
LIEDUNIVERSAL
NA L
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Docusign Envelope ID: 181DDD29-E3A3-4E40-AA9F-B80DDF2509AA
1, Wo a L
deployed in defense against, response or recover), font an act of 4. Each party represents and warrants that this Agreement
terrorism, as that latter term is defined under the SAFETY Act, has been executed by a duly authorized individual Nvith all rights
Allied Universal and Client agree to xvaive all claims against each necessary to bind the parties hereto.
other, including its respective successors and assigns, parent, 5. This Agreement and all matters collateral hereto shall by
subsidiary and affiliated entities, and their respective directors, governed by the law-s of the state where the Services,are provided
officers and employees or other representatives,arising out of the %vithout reference to its choice of laxv provisions and in the event
manufacture,sale,use or operation of the QATT,and further agree the:Sery ices are provided In multiple states,theta the Agree nient and
that each is responsible for losses, including business interruption all matters collateral hereto sliall be governed by the ImNs of the
losses,that its sustains,or for losses sustained by its own employees state where the facts giving rise to the dispute occurred. Venue for
resulting from an.activity arising,out of such act,of terrorism. '11iis any clainis arising out of or relating to this Agreement sliall. be
provision shall apply and remain in effect for the Term,regardless handled in a court of competent jttrisdiction, in Pinellas County,
of whether there are aily modifications,to the SAFETY Act and/or Florida,
whether the liability protections set forth iia.the SAFETY Act are, 6. If any of the terms or provisions of this Agreenient are
deel,med inapplicable to the Services for all),reason. ruled to be invalid or inoperative, all, the ret-naining terms and
2. Client shall., at its own cost and expense, comply in ft ill provisions shall remain In full force and effiect.
with all applicable federal, state, provincial, territorial and other 7. This Agreement may be executed in one or more
local statutes, laws,ordinances,rules,regulations,orders, licenses, counterparts, each of which shall constitute one and the saine
permits or fees applicable to its operations and its performance Agreement.
under this Agreement ("Govenmiental Regulations"), 11ticludi'llg 8. Allied Universal shall not be responsible for additional
without limitation: (i) eirl\,ironniental laxNs, (ii) laws relating to expenses and costs incurred by it to provide Services pursuant to
accessibility by,and acconimodat'lon of,handicapped persons,(iii) this.Agreement as a result of witistial circumstances or ally other
laws relating to discrimination.and labor,and(iv)laws relating to cause beyond A.Ificd Universal's reasonable control,including,but
licalth and safety, including the provision. of personal protective: not limited to, strikes, riots, revolutions, wars active shooter
equipinent as required by local law or applicable health authority events.,military actions,acts of terrorism(xvhether or not certified
guidance. Client shall notify Allied Universal I'll. NWiting within or designated as such by the Department of Homeland Security or
forty-elght (48) hours of receipt of ail),inquiry, notice,subpoena, other governmental authority), fires, floods, droughts, natural
lawsuit,or,other evidence of an,investigation by any public agency disasters,pandemics,epidemics,quarantine,disease,siiow storms.,
or(lie comi'lienceilient of anyjudicia.1 or adMillistrative proceeding, blizzards or other inclement weather, accidents, instirrections,
or arbitration proceedings with respect to the Services, including lockouts or other acts of God,perils of the sea,stoppage of labor.,
Nvithout limitation Allied Universal's operations at the property or other events considered as"Force Majeure,"("Force Majeure").
and/or performance ender this Agreenient.Should,Allied Universal All such additional expenses, including any personal protective
be issued a citation, fine or other satiction due to or arising out of equipment,' shall be the responsibility of Client as ail additional
conditions or. or at Client's location. created by others, or in charge to be paid by Client as it is incurred.All obligations under
connection with Governmental lZegulations, Client shall pay and Section,E shall cease during a Force Majeure event(thus there will
will be responsible for the costs thereto.Client is solely responsible be no duty to indemnify or defend during a Force Majeure event
for the conduct of its current and fiorliier employees. an no actions during a Force Majeure event xvill give rise to a duty
to indeninif
y or defend).Allied Universal shall have no Obligatioli
G. iNj.is cell]a neo us to perform Services during a Force tMaj*eure event and,therefore,to
T- 1.1iis Agreement, including the Exhibits, represents the the extent that Allied Universal's inability to perform,or dela in
entire: agreement and understanding of the parties concerning the performing, the Services is due to a Force MqJeure event, such
subject matter herein and replaces any and all previous agreements, nonperforiliance or delayed perforin ance is not a breach of this
understandings, representations, discussions or ofTers. No Agree inei.,itnor cause for termination of this Agreement.
modification to this Agreement sliall be effective unless in writing 9. Either party inay assign. this Agreement to an entity
and executed by both parties and delivered to each respective party controlling,controlled by or,under coin.nion control,with the party
I la
hereto. hereto("Affiliate").Except as permitted ill this sectiorn,Client ii yr
2. A Witten waiver by either party of any of the terms or not assign,delegate or subcontract this Agreement Nvithout the prior
conditions of this Agreement shall not be deenied or construed to witten consent of Allied Univcrsal in its sole discretioll.
be a Nvalver of such terra or condition for the future or of any Notwithstanding the foregoing, in the event Client assigns this
subsequent breach of the Agreenlent. The failure to enforce a Agreeilient (whether to ail Affiliate or with written consent of
particular provision of this Agreement shall not constitute a waiver Allied Universal),Client shall remain r liable under this Agreement
of such provision or otherwise prejudice a party's right to enforce after such assignment.
such,provision at a later time. 10. Any notice required or permitted hereunder shall be ill
3. The parties recognize that even if the Services required NWIting and shall be delivered either in person, by na(lonally
hereunder may incidentally benefit others In the ordinary courser, recognized overniglit delivery service or by certified or registered
this Agreement is entered into solely.fon-(lie mutual benefit of the mail,postage prepaid,addressed to the parties at the address slio,%vii
pai-ties heveto, and absolutely no benefits, rights, duties, on,the cover page or as may be:directed by a part),in tile future by
obligations, or causes of action, including, Nvithout limitation for xvritten notice).
breach or negligence in connection herewitli, are intended or 11. The parties recognize and agree that it may be necessary
created by this Agreement as to any third partles, includnig for a party to provide Confidential. In.fomiation. ("Disclosing
employees of the parties,except as expressly set forth ill Section E, Party")to,the other party("Recipient")for the purpose of furthering
Insurance and Indemnific-ation. the objjectives of this Agreement or for any other purpose,.
A 1 LIEDUNIVERSAL
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Docusign Envelope ID: 181DDD29-E3A3-4E40-AA9F-B80DDF2509AA
"A
"Confidential Information"includes the terms of this Agreement, hereunder is limited to those Services explicitly set forth,in Exhibit
non-public personal or financial information relating to a party, a A and,as stated in Section A.,2 above,Allied Universal shall only
party's employees,customers or clients,all trade secrets,processes, perforin. additional or diflerent Services upon mutual mTitten
proprietary data, information or,docurnentation or any pricing or agreement. Therefore, hi the event that there care any,post orders,
product information the Disclosing Party provides to the Receiving directives,protocols,policies,specifications or other documents of
Party. Recipient shall; (i),hold all,Confidential Infibrinatiot)of the any type (collectively, "Post Orders") not set forth in Exhibit.A.,
Disclosing Party'ill confidence and N%,-i,ll use such information only such Post Orders shall not form any part of this Agreeniew and are
for the purposes of fulfilling Recipient's obligations hereunder and not a novation or modification or expansion of the Services,
for no other purpose;and(ii)not disclose,provide,disseminate or obligations an(! duties set forth in this Agreement unless Post
otherwise inake awadable any Confidential Information of the Orders are inutually agreed to in.NNTiting., If there is any conflict
Disclosing Part), to any third party Nvi.411011t the express written betwveen the provisions of this Agreernent and any Post Orders,this
permission of the Disclosing Party.Recipient shall Iii-nit disclosure Agreement shall control. Under no circumstances shall the Post
of the Disclosing Party's Confidential Information within its ts own Orders niodify or expand the liabilities of the parties.
organization to its directors-, officers, and/or eniployees having a 13. Client acknowledges and agrees that(1)mandatory,paid
need to know about such information.. The f6rcgoing obligations oft-duty rest periods andJor unpaid off-duty ineal periods or other
shall not apply to: (i) inforniatir0l) that is or becoines publicly breaks may, be required by applicable law ("Legally Mandated
available through no fault of Recipient.; (ii) information that is Break Periods"); (2) during Legally Nundated Break Periods,
known by Recipient prior to the time of disclosure hereunder;,(110 security personnel must be relieved of all duties,including without
inforniatio,n that is lawflully obtained from a third party who has the litultation to the requirement to remain"on call,"(3)Services at the
right to make such disclosure without any duty of coil fidenti a]ity; location(s) set forth in Exhibit A will be interrupted and such
or (iv) ally disclosure required by applicable law, provided that, location(s) will not be secured during Legally Mandated Break
Recipient shall use reasonable efforts to give advance notice to,arid, Periods; and (4) Client may elect to request Allied Universal to
cooperate NNith,the Disclosing Party in connection with any efforts provide additional Services during the Legally Mandated Break
to pre%'rent, such disclosure (at the Disclosing,Party's,expense). If Period as relief coverage at the fees set forth in,Exhibit B and Allied
Allied Universal is required to disclose Client's Confidential Universal may accept such request if coninierci ally reasonable.
hiforni,ation, Client shall defend amid indemnify Allied Universal, 14. "Non-perfort-nance" for purposes of the termination.
its respective successors and assigns, and its directors, provision includes, but is not limited to, a party's (1) failure to
professionals,and employees froill,arnd against all Losses asserted perform or breach of any obligations under this Agreenient which
against Allied Universal arising out of said disclosure. reinaill uncured during the cure period, (b) breach of any
Notwithstanding the foregoing,the parties agree and understand the representation or,warranty in this Agreement; and/or(c)a party's
State of'Florlda has broad public records law including but not, insolvency andlor petition for bankruptcy.
limited Chapter 119 and Chapter 286 Florida Statutes and that ally 15. Key Card Access to Premises. Allied, Universat
and all information or,documents created or noxv cresting hereunder understands and agrees that key card access will be required to
may be subject to public disclosure as provided by lawwp. hotild access certain parts of Client's premises. Client shall prowde one,
Allied Universal assert an applicable exception to public records (I)key card to each of Allied lJniversal's securitypersonnel free of
law,the duty to show qualification for such an exeniption rest Nvith charge bul in the event personnel require a new or additional key
Allied Universal. An3pr failure to SuCCeSSftjjI3r assert a public records card for any reason, Allied Universal,shall be charged tell,dollars
exception may result in the Buyer disclosing said ilirformation. and 00/100,cents per new or additional key card.
Nothing herein,shall be construedas consent by Buyer to be Sued 16. The following provisions sliall survive expiration or
by third parties,or as a waiver or modification of the provisions of termination of this Agreement any reason,:Sections C,E,G and
Section 768.28, Florida Statutes or the Doctrine of Sovereign the Exhibits hereto.
hillnunity.
12. As stated hi Section A.1 above, the scope of Services
ALLIEDUNIVERSAL
p.5
Docusign Envelope ID: 181DDD29-E3A3-4E40-AA9F-B80DDF2509AA
(CITY OF CLEAR WATER, SIGNATURE PAGE)
Countersigned: CITY OF CLEARWATER, L FLORIDA.,
a Floridamunicipal corporation.
('—Signed by: Signed by:
��V'�Gc, �,c,l,�bV' ^^uh,ltii btV'V'tt,V'
By:
ftjrFeaE-E-4-aFa*A
Bruce Rector Jennifer Poi rriel"
Mayor C11Mana er
Date: April 1, 2026 Date:Apri� 1, 2926
........................... DS
Approved as to form: Attest:
e.—Signed by: DocuSigned by:
kbztw"(X�
a&(,�E-MyMegE L&&B,&FE-BFFE4-C-F
M K
atthew J. Mytych, Esq. Rosemarie Call
Assistant City Attorney City Clerk
April 1, 2026 April 2, 2026
Date: Date:
A' LIETUNIVERSAL
p,6
Docusign Envelope ID: 181DDD29-E3A3-4E40-AA9F-B80DDF2509AA
EXHIBIT A
to seeurit� wice AgreeinentBet-ween Allied Universal a"d
y'Profess SCI I
City of Clearwater
LOCATION(S)FOR,SECURITY SERVICES
Client Location SpeciLy fon-each Schedule of Coverage Hours
location:,
Ari ed or
Unarmed
NIS -+ Nfunicipal Building Unarmcd 8an-t-5pni,,Nlonda,,-,FrIda 45 HPW
City Hall Unarmed 8am-5pjnjlvlond�)�Friday 45 HISW
NISB Parking Garage Unarmed l2ani-5am,7days 35 TOTAL HPW
Station Square Parking Garage Unarined l2ani-5am,7 days
Garden Avenue Garage, Unarmed l2ani-5ani,7 days
I'lie location(s),day(s)and tinie(s),11nd ditties listed in this Exhibit A.inay not be altered by Client,,unless inutually agreed upon in,a
Nwiting signed by the parties(including a person holding the title of Vice President or above on,heli alf of Allied Universal). '.Hie delivery
of Services does,not include any structures,parking lots,appurtenances,or nearby areas not spccifically listed herein.
Description of Bene{ices®Allied Universal will provide Client the following Services pursuant to this Agrectnent:
0 The security professional will provide a visible security presence and report criniinal activity of%viiich the security professional
becomes aware to the designated Client representative and in the manner agreed upon between Client and Allied Universal.
0 This Exhibit A supersedes any and all other lane guageherein,or other oral Or NN'ritten instructions or requests to Allied Universal
p,crsontiel. Post Orders,aniendments thereto or other oral or vwitlen instructions to Allied Universal personnel by Client do not constitute
an aniendnitnt to the Agreement or this Exhibit A.
HELIAUSS System:Client understands and agrees tli.at by ordering and receiving the IJELIAUSO Technology Platform which inay include
allor some of the HELIAUS Mobile and BELIAUS Portal components (the "HELIAUS Services"), Client agrees to the ITELIAUS
Sof vare-as-a-Service(SaaS)Tennis in full("the ITELTAUS Ternis"),and same shall solely govern the provision of the HELIAUS Services-,
provided,however,the invoicing,paynient,and billing terms for the YIELIAUS Services shall be governed by this Agreement, The Parties
acknowledge and agree that the FIELTAUS Services are otherwise separate and distinct froin the Services under this,Agreement, and that
any use or tion-use of the HELIAUS Serviccs shall not expand the scope of Services and/or liability hereunder. The HIELIAUS"Ferias may
be found at NN,%v",.atis.coji�i/service-teriiis and by signing the Agreenient, Client acknowledges receipt and agrees to the HELTAUS 'I"ernis.
"HELIAUS"is a service mark of,Allied Universal.
Notwithstanding an ytiiing to the contraxy in this Agreement,by Nvay of example,and not as a limitation,tine parties hereby agree that the
following,are excluded from the Services provided hereunder, and that Allied Universtal personnel have no duty to perform the following
actions-
-
Any action or activity tI)at potentially exposes Allied,Universal personnel to inn ininent ii1jury or unreasonable risk of haring, Such
as engageinent Nvith arnied,violent or tlirealenirng third parties,intenrening in fights,or altercations in threats ofphysical violence.
Efforts or tasks(a)to prevent violence between andlor aniong(1)Client eniployees or other persons authorized to be on.Client's
pretnises,an (2)betNveen and/or atnong current or foriner spouses,partners,in-la%vs,or innuedtate or extended family nienibers ofClictit
visitors or personnel;(b)to prevent or mituinize terrorism of an kind;(c)to prevent or minimize the Inipact of shootings,including niass
13 y
shootings;(d)to prevent or niftigate drug use,trafficking or gang violence;and(e)associated williassessnient ofintoxIcation,or inipairment
of individuals on or near Client's locationpreve i ntion of impaired driving,or facilitation of medical assistance for intoxicated or linpaired.
.
inn(liVidUals.Preventing or removal of liazardous conditions upon the property including but not Innited to snowor ice,inadequate lighting,
defects upon or of the property or its buildings,structures or iinprovenicnts,and/or weather conditions.
0 Supervising in any way the services provided by contractors,engaged by Client. Tasks specifically excluded(without limitation)
froin the Services include contacting or supervising snow and ice renioval,cotitractors,,j�.,Liiiitorial,landscaping,HVAC,roofing,niaintenance,
paving,and/or elevator contractors,or approvin.g services provided by same.
A' LIEDUNIVERSAL
p.7 1 L
Docusign Envelope ID: 181DDD29-E3A3-4E40-AA9F-B80DDF2509AA
R
The provision of CPR,first aid,medical transport or behavioral licalth services,or the use of automated external defibrillator
(AED)devices,notwithstanding those Allied Universal employees niay hme been trained to do so,or are reqUIred herCUnder to be trained
'
to do so. Allied Universal cannot,acid is riot obligated hereunder to,diagnose,assess or assist tjjoSe N�rIth an intent to commit suicide or
cause or threaten harm to themselves. The Sesic es are not intended to Prevent suicide or self-harm.
by tasks or efforts associated Nvith preventimi of cniployee theft,even if assisted or,facilitated by Allied.Uiiiversal persornnel.
,A
#I 16L I HUN IVERSAL
P.8
Docusign Envelope ID: 181 DDD29-E3A3-4E40-AA9F-B80DDF2509AA
EXIIII I`
toectir-ity Pro essi nal 'ervice) r•eenient Betmccrr��Ili+ed UniIversal
BILLING RATES AND OTHERCHARGES
Bilhug dates.Tlie initial Billing Fates etre as follows:
Rate Card and Total Spend-Year 1
,- Ic�lid'�� Monthly Annual
Sites Post I- PW age Rate Bill .ate 1
T ROM cost Cost.
u
MS - Iear%vater Munici al' Security Professional 4 $17.50 a_ S24.60, $38,76 1,400 54,777.5 $57.330,08!
E
City
1-tllcrir lrtsiol I 2 s ,
,777,x0 $57,32-
0-00,
r ,
ria r Pt I _ � Sb6 1. 1 m� _
1 11 -
Event Security Rate , Security Professional 24.60-
fl - � $0.00
. 8#
+ 2 � � _ I� �.Event Etat ate Security Professional 3« aDI
,
Event Security Rate Security upervi5or i0 .,00 S28.0 S42. 0 1,A00
'Sub-Total' 12 N l :$13$270.83 1 519,260.01D I
Direct Bdls.1,Est,,rn,,ate Annual Cost
�. a at on Libor- so.00l .
,Sick Labor -so.001 saw
Holiday,Prern-urn
1* 2,2 0.8 9
H
n � _e
ew-Hire Tr so.oq I!RefresheI
4
0.0 D
All d ica l a .
Q k roundiCr dit h i
Inil"orrn
I om 0.0
;Equipment ' I -_ I, . . X0.00 I
.-A
HELIAUS 3 ;; $G.00 X0,00
jIM4callaneous Moo S0,00
'Sub-Total ;' 2�2 .88
[Sub-Total € 13. 2.2 I _ 19, 2
Fats Tai e F l
,
rand Total S 13.4 6 $181,546,88
Event or emergency coveragewith less than 48 hours'notice will be belled at,the overtime rate reflected above.
See pricing notes for items Inleuded in rate.
Additional services such as Council'kl tins i�Il becharged at the rates listed above dependingon nonce rev-ded on an as needed basis,
Additional Notes:
llrtually agreed-upon ni rit increases will result in a Dill late increase.
Sales TaN is not Included in bill rate above,as the Client is e CM t froin Sales Tax
Standard allied Universal vacation plan is included in,the rate above. a endsar year,1.-2=40 hours,3-70 hours, +=]20 hours
I lcli tis Patrol Software---I device for garage patrol was included in bill rate above.
Evert or enicr ,er e r coverage with less than 48 hours'notice will be billed art the overtime rate refected above.
Requested Overtime: With regtjests for a specific Indio idUal to work,and strop regUest,for whatever reason,results in the individual Dworkin n ore
,.. a Limit
r ."" ..�,special
. . ,.. . . _ p the than their Overtime Limit for n sp�eci l reason,regardless of the notice provided and provided that the Individual is able to acconli odate,onl the
overtime impact for that individual Nvr ll be billed.An individual's Overtime Limit may be a weekly(e.g.40 lours)or dally limit(e.g.8 hours
depending on the location,Example,in a location where 40 lours per week,is the Overtime nit-"We need Officer Smith to stay two extra lours
t the end of Ills shift to help with.a special project."the additional tN.%,o lours will only be billed at the overtime rate if'those flours exceed the
venin e Limit of 40 hours per weep.
Docusign Envelope ID: 181DDD29-E3A3-4E40-AA9F-B80DDF2509AA
I-loliday Rate:Client shall pay theHoliday Rate for all Services performed on New Year's Day,Presidents Day, emorial Day,Independence Day,
Labor Day,Thanksgiving Day,and Christmas Day,and/or additional dates required by applicable collective bargaining agreement.
'Mutually agreed-upon merit increases will result in a Billing Rate increase.
Einergency Rates:A labor strike or other emergency situation that creates a working cilvironinent for security personnel that is more hazardous than
the wrinal or under this Agreein.ent Nvill be cause to negotiate a teniporary billing rate for modified services.
Additional Services-.Additional pernianent services requested by Client NvIll be billed at a stipple ment at deploy mem rate,�vhtch,Nvill,be negotiated
by the Parties,but shall not be less than the Overtinic Rate,The SLIPPICInental deployment rate for Such additional permanent services NvIll conthitie
to apply until this Agreenmit is aniciided in Nwiting.Additional requests for tein.porary services xvill be billed at a mutually agreed upon bill rate,.
Client understands and agrees that by ordering,and receiving,the FIELIAUS Technology Platform which,may include all or some of I-JELIAUS
Mobile and HELUS Portal components(the"HE LIAUS Services")ftom Allied Universal,Client agrees to the HELIAUS Software-as-a-ServIce
(Saab)Terris in full("the fffiLIAUS Temis"),and SaMe shalt solely govem the provision of the ELIAervices;provided,however,the:
invoicing,payment,and billing terims for the HELIAUS Sera ices shall be govern,ed by thIs Agreement. -Ilse Parties acknowledge and agree that the
HELIAUS Services are otherwise separate and distinct from.the Services under this Agrcenient,and that any use or non-use of the HELIAUS
Services shall not expand the Allied Universal scope of Service s and/or liability hereunder. Tlie HELIAUS Terms imay be found at
and by signing the Agreement Client acknowledges receipt and agrees to the IIELIAUS Terms. "HELIAUS"is a
service mark of Allied Universal.
A LLIE DUN IVERSAL
p�3
Docusign Envelope ID: 181 DDD29-E3A3-4E40-AA9F-B80DDF2509AA
EXHIBIT ontinued
Tentative Event Schedule foi-ParI s and Recreatioll
May 2026- pixil 2027
iaior League Soccer(MZ-1'ecurity at gatesfor NILS gaines.
Dates:January and February 2027
0 hours estimated:Two 2)shifts at four( )hours.1xr shift for fi%re )games
Total is 50 Hours
NFCA Division f Lea f"Classic*Security for parking lot areas,gates,bag checks,etc.
Dates:F brur�,
40 hours estimated:Eleven 11)shifts at ten 10)14o]rs per shift for four(4)days
40 hours(Supervisor)estimated:One 1)shift at tele 10)hours per shift for four 4 days
Total,is 480 Hours
FCSAA Championship:Gates and bag checks
:Data:May 12-16,2026
0 52 hours.estimated:I'liree 3)shifts at t�vely 12)lours and two 2)shifts ofrvi ht 8)hours
Total is 52 Hours
hrir ers Children's learwater Inv tational:Security for parking lot areas,gates,etc.
Date Februar
a 800 hours estin aced:Sixteen 20)shifts at ten 10)hours per shift for four 4)days
• 80 hours(Supervisor)estimated:Two 2)shift at ten 10)hours per shift for four 4)dmfs.
Total is 880 Hours
lem,vater Sea Blues Festival:Security for dowtown
Dates: Februa[y/ larch 202'
288 hours estimated;Twelve 12)shifts at twelve 12)hours per slr<ift for two 2)days
Total is 288 Hours
Pier 60 rYar Sated Festi fal Firex-vor s:Clearwater Beach fall.out zone coverage
Dates: March l ri12022:Saturday Fireworks s dates
+� 100 hours estini,ated:Five )sllifls at five )hours per shift for four 4)dmfs
"Dotal is 100 Hours
le-ci w,atert Celebrates lebr'ate Am,eric, himin h('Irl, ve-i-ec the park
:Date: UI ,4,2026
a 60 hours of overnight:Four 4)sifts at 1 1 )hours for one 1)da
0 60 hours of event security:17welve 12)shifts at five )hours for one 1)dory
Total 1.20 Hours
Ambassador Pro rte:Provide information to our visitors about our dowiitmNm
Dates: year-round
0 450 hours.estilmated:"three 3)shrifts at five )Molars per shift for four(30)days
Total is 450 Hours
Misc.Progranis and Events Misc.duties and responsibilities
Dates: year-round
450 hours estimated:Three 3)shrills at five )hours.per shift for four 30)days
Total is 450 Hours
t`roan Total l reakdom
2,750 Hours of Event Security
120 Hours of Event Security Supervisor
Note: The evems listed aboi,e alwig with i-equested hours cim tent(itive and subject Io change.
I
EDUNIVERSAL
a 4
Docusign Envelope ID: 181 DDD29-E3A3-4E40-AA9F-B80DDF2509AA
Exlhdbit 414C99
NO COERCION FOR LABOR,OR SERVICES ATTESTATION
Pursuant to Section 787.06(l.3), ,S., this " rm mut be compIeted by air officer or representative
nongoverninentalntity when ntr a t x art 1, r � � , r extended t wee the non r m-ne ,t l entIty*
tedrnnl�.ent r entity..
does not use coercion for labor or
services as definedin Section 787.06, F.S.
Under penalty of perjury , I declare that I have read the foregoing stt meat and that the facts stated in it are true
and correct.
Signature.,
Printed ally
Title:
Date:
LLIEDUNIVERSAL
*616
I�
Docusign Envelope ID: 181DDD29-E3A3-4E40-AA9F-B80DDF2509AA
AI DEN A,: City of Clearwater Insurance.11equirements(IIIER RFP 01-26)
I.NSURA.NCE1 EQU.I.REiNI.EN-1-S.'Iolie i-eve Ticii,erg b,),Risli,iN,I,tiiagei-. The Ven.dorsliall,at its omi,cost and expense,acquire and niaintain(and
cerise any subcontractors,representatives or agents toacquire and ri'laintain)during the term with the City,the insurance described herein.to
adequately protect the respective interest of tile:parties., Coverage sliall be obtained Nvith a carrier having an AM Best Rating ofA-VII orbetter. In
addition,the City has the right to review the Contractor's deductible or self=insured retentionand to require that it be reduced or eliminated.
Specifically,the Vendor must cara the followiirg.types and aniounts of insurance oil an occurrence basis or in the case ofcoverage that cannot be
obtained on an occurrence basis,them coverage can be obtained on a claims-made basis xvith a three Olycar tail following the termination or
expiration of this Agreement.-
a. Commercial General Liability Insure ince coverage,including but not limited to,premises operations,pro dUCts/completed operations,
products liability,contractual liability,advertising injury,personal iqjury,death,and property damage in the aniount of 1,000,000 one;
million dollars)per occurrence and$2,000,000 two inillion dollars)general aggregate.
b. Commercial Automobile Llabilit,
y Insurance coverage for any oWned,non-owned,hired,or borrowed automobile is required In
the amount of S 1,000,000(one mill lion dollars)combined single limit.
c. Professional or Omissions Insurance coverage appropriate for the type ofbusiness engaged in by the,
Respondent with Iii-nits of$2,000,000(tNvo nifflion dollars)per occurrence. If a claims made form of coverageis provided,the retroactive
date of coverage shall be no later than the inception date of clainis made coverage,unless the prior policy AN-as extended indefinitely to
cover prior acts. Coverage shall be extended beyond the policy year either by a supplemental extended reporting period(SERP)of as great
a duration as available,and Nvith no less coverage and with reinstated aggregate limits,or by requiring that any nexv policy provide a
rctro,active date no later than the inception date of claims 1,11ade coverage.
d. finless waived by the State of Florida,and proof of waiver is provided to the City,statutory Workers'Compensation
Insurance coverage,in accordance with the laws of the State of Florida,and Employer's Liability Insurance in the ani.ount ofsi 0010,000
one million dollars each employee each accident,$1,000,000(one million dollars)each eniployee by disease,and.$I.000.0op-core
million dollarjisease policy limit'. Coverage should include Voluntary Compensation,Jones,Act,and U.S.Longshoremen's and Harbor
Worker's Act coverage m4liere,applicable.Coverage must be applicable to employees,contractors,subcontractors,and volunteers,Ifany.
WAIVER OF S[JBROGATION-With regard to any policy of insurance that would pay third party losses,Contractor liereby grants City a Nwaiver
of any right to SUbrogation xviiich an),insurer of Contractor may acquire against tile:City by virtue of tile payment ofany loss under such insurance.
Contractor agrees to obtain any endorsement that inay he.necessary to aNect such Nvalver,but this provision shall apply to such policies regardless
of xvlwther or not the city lips received a Nvalver of subrogation endorsement from each insurer.
,me above insurance limits may be achieved by a,combination of priniary and umbrella1excess liability policies.
Other,Insurance Provislo"S.
a. Prior to the execution of this Agreement,and then annually upon the an.niversary date(s)of the insurance policy's renewal date(s)for as
long as this Agreement remains in effiect,the Vendor%vill furnisli the City with a Certificate of InsurallrCC(S)(Using appropriate AC ORD
certificate,SIGNED by the Issuer,and xvitli applicable endorsements)evidencing all Of the coverage set forth,above and naming tlieC,i
_qr a s
an"Additional Insured"on the Commercial General,Liability,Insurance and the Commercial Automobile Liability insurance to the:extent
of Vendor's indernnification and up to the required insurance amount. In addition,wlien reqLlCsted i1lXNTiti11g from the City,Vendor will,
provide the City with certified copies of allapplicable policies. The address\fliere such certificates and certified policies shall be sent or
delivered is as,follm.vs:
City of Clear watei-
ttn:Procurement Division,RFP#01-26
P.O.Box 4748
Clearwater,FL 33758-4748
b. Vendor shall provide thirty(30)days written notice of any cancellation.,,non-renewal,termination,material change or reduction lin
coverage.
c. Vendor's insurance as outlined above shall be primary and non-contributory coverage for Vendor's negligence.
d. Vendor reserves the right to appoint legal counsel to,provide for the Vendor's defense,for,in),and all chalins that may arise related to
Agreement,work perfdrined under this Agreement,or to Vendor's design,equipment,or service. Vendor agrees that the City shall not be
liable to reimburse Vendor for any legal fees or costs as a result of Vendor providing its defense as contemplated herein.
The stipulated limits of cover-age above shall not be construed as a limitaflon of any votential 11abilit 's failure to
I to the,C-ily.,and, i Ctv
reguest evidence of this insurance shallnot be construed as a.walver of Vendor's or any contractors',subcontractors',representatives,Or
agents')obligation to yyide the insurance coverage specified.
A' HEOUNIVERSAL
p.6