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#18-7429 (Universal Protection Service, LLC d/b/a Allied Universal Security Services, LLC) ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this 10 of ^� 204t by Universal Protection Service, LLC d/b/a Allied Universal Security Services LLC. ("Allied Universal" or "Contractor") and Collier County, a political subdivision of the State of Florida(the "County")(collectively,the "Parties"). WHEREAS, on January 22, 2019 (Agenda Item No. 11.D), the County entered into Agreement #18-7429, "Security Services," with G4S Secure Solutions (USA) Inc., (hereinafter referred to as the "Agreement" together with Amendments to the Agreement attached hereto as Exhibit"A"); and WHEREAS, ALLIED UNIVERSAL represents and warrants to the County that through a purchase acquisition,ALLIED UNIVERSAL is now the successor in interest to the Agreement with the County (see Assignment and Assumption Agreement, attached as Exhibit"B"); and NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties, it is agreed as follows: 1. ALLIED UNIVERSAL accepts and assumes all rights, duties, benefits, and obligations of the Contractor under the Agreement, as amended, including all existing and future obligations to pay and perform under the Agreement. 2. ALLIED UNIVERSAL will promptly deliver to County evidence of insurance consistent with the requirements of the Agreement. 3. Notices required under the Agreement to be sent to ALLIED UNIVERSAL shall be directed to: Principal Address: Universal Protection Service, LLC d/b/a Allied Universal Security Services LLC. 1551 N. Tustin Avenue, #650 Santa Ana, CA 92705 Local Address: 13461 Parker Commons Blvd, Suite 200 Fort Myers, Florida 33912 Attention: William"Bill" Cramer Main Phone: (941) 266-9499 Email: w 1Inarn.uramerc aus.com 4. Further supplements to, or modifications of, the Agreement shall be approved in writing by both Parties. Page 1 of 3 Assumption to Agreement#18-7429"Security Services" 5. The County hereby consents to ALLIED UNIVERSAL assumption of the Agreement in order to continue the services provided under Agreement#18-7429. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat ALLIED UNIVERSAL as the Contractor for all purposes under the Agreement. 6. Except as provided herein, all other terms and conditions of the Agreement, as amended,remain in full force and effect. IN WITNESS WHEREOF,the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written by an authorized person or agent. ATTEST: Crystal K. Kinzel, Clerk of the Circuit BOARD OF COUNTY COMMISSIONERS Court and Comptroller COLLIER COUNTY, FLORIDA By: l Attest 8S`t0 C�laltglajl ty Cler By: PENNY TA OR, Chai S'ifrlatUre 441Y* Approved as to form and legality: 4/260jA_---yo iy(094,j2._ Colleen m . &veer Print Name/Title Page 2 of 3 Assumption to Agreement#18-7429"Security Services" Contractor's Witnesses: Universal Protection Service,LLC d/b/a Allied Universal Security Services C. /7141z:'://(dV By: Witness Signature ignature Print/Type witne ame BedT Print/Type Name / rte- va/A� !/�a-&-// e Title Print/ ype witness name Page 3 of 3 fi Assumption to Agreement#18-7429"Security Services" Exhibit A C FIXED TERM SERVICE AGREEMENT # 18-7429 for SECURITY SERVICES 20M by THIS AGREEMENT, made and entered into on this t l�� day of � �tk��. , and between G4S Secure Solutions (USA) Inc. J, authorized to do business in the State of Florida, whose business address is 13461 Parker Commons Boulevard, Suite#200, Fort Myers, Florida 33901 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be fora three (3 ) year period, commencing 110 upon the date of Board approval or _ on and terminating on three (3 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2 ) additional one (1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a al Purchase Order❑ Notice tc Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of 01 Request for Proposal (RFP) I I Invitation to Bid (FIB) I now ( )# 18-7429, including V ll,l+l all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. _ The Contractor shall also provide services in accordance with Exhibit A—Scope of Services attached hereto. Page 1 of 17 Fixed Term Service Agreement 112017-002(Ver.1) 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B. Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology(as selected below): ❑ ; is authorized. 0 Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work(number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's markup). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 111] Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Page 2 of 17 Fixed Term Service Agreement#2017-002(Ver.I) 4-4 ❑ (check-if-apppl+cable)-Travell-and--Rein sabte-€xpenses+ ravel-and Reimbursable Expenses must be approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112,061 Fla. Stats. Rei;,bur-sements shall be at the following-rates- Mileage $844:5-per-mile Rroakfact $6430 $4-1.00 Dinner $4.8700 Airfaro Rental car vehicles g Actual oest-e€-lodging at cingle-eeeup0ney-rate-with-a rap-of-ne-mosee-tkfaf-$1-&9.00-per night Parking Aetual-eest of par-king Taxi-or Airpor-FNmeursiae Astuat-aest-of-either-tax+-or-airpef#-lipfeusine Reimbursable items other than travel expenses-shall-bee long-distance charges, fax charges, photocopying charge le items-will-be paid-only after Contractor has provided al resp d-expenses associat Rent- 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof,which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption# 85-8015966531 C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: G4S Secure Solutions (USA) Inc. Address: 13461 Parker Commons Boulevard, Suite 200 Fort Myers, Florida 33901 Authorized Agent: John D'Agata, Senior Vice President Attention Name &Title: Leonardo Montufar,District Manager Telephone: 239-768-0808 E-Mail(s): Leonardo.Montufar@usa.g4s.com All Notices from the Contractor to the County shall be deemed duly served if mailed or i emailed to the County to: Page 3 of 17 Fixed Term Service Agreement 112017-002(Ver.l) £�lt v Board of County Commissioners for Collier County, Florida Division Name: Facilities Managment Division Division Director: Damon Grant Address: 3335 Tamiami Trail East Naples, Florida 34112 Administrative Agent/PM: Miguel Carballo, Manager Facilities & Security Telephone: 239-252-8380 E-Mail(s): Miguel.Carballo@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. . 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. Page 4 of 17 Fixed Term Service Agreement#2017-002(Ver.l) • 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of the non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the • County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. U Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. n Business Auto Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. ❑� Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. S- ❑ this insurance. Such insurance shall have limits of not less than $ each claim and aggregate. ❑Cyber Liability: Coverage shall have minimum limits of$ per claim. F. 0 Employee Dishonesty, including Theft of Property of Others: C minimum limits of$1,000,000 per claim. Page 5 of 17 Fixed Term Service Agreement#2017-002(Ver.1) Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to ' Contractor. Contractor's obligation to indemnify and de fend under Article 13 willsurvive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified • hereunder is fully and finally barred by the applicable statute of limitations. Page6of17 Fixed Term Service Agreement#2017-002(Ver.1) 0 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Facilities Management Division 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), © Exhibit A Scope of Services, Exhibit B Fee Schedule, 0 RFP/ ❑ ITB/❑ Othcr #18-7429 , including Exhibits, Attachments and Addenda/Addendum, ❑ subsequent quotes, and ❑ • 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: Page 7of17 Fixed Term Service Agreement#2017-002(Ver.I) 079) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. Page 8 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice; rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. ^ grees to keep the Project to le r + ll ti f ebri rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall re t to as w il as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean. 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. n WARRANTY. gquipmcnt covered by this Agreement will conform to the requirements as specified, and wiB-bc of satisfactory material and qualit the-purpose intended. Coeds shall be delivered free from any security interest or other lion, encumbrance or claim--of der this Agreement particular service. Thee n, acceptance, eassage of title and payment by the County. ed under snail be applied, installed, connected erected ed clean • manufacturers, Page 9 of 17 Fixed Term Service Agreement 42017-002(Ver.1) ti fabricators, suppliers or processors except as oth Documents. If, within one (1) y ar after final softy-lotion, alay Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after of such replacement or repair. These warranties arc in addition to those implied 26. TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, e specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in co and furnish to the County the required certificates of inspection, testing or approval. All acceptable to the County. 27. n PROTECTION OF WORK. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of the County or County's separate contractors, Contractor shall be charged with the same, and any monies necessary • to replace such loss or damage shall be deducted from any amounts due Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall re-establish the benchmarks and Contractor shall be liable for all costs incurred by the County associated therewith. 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials form specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. Page 10 of 17 Fixed Term Service Agreement#2017-002(Ver.1) O �; G 30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 33, VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 34. n KEY PERSONNEL. The Contractor's personnel and management to be utilized for C1'tise The C u my reserves the .gations as-ha-ay-be-deemed nccecsary to ensure that competent 's, and each person assigned shall be dates. The Contractor shall not change Key Personnel unless the following conditions are and/or ex ffersonnel- �] AGREEMENT STAFFING.The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. Page 11 of 17 Fixed Term Service Agreement#2017-002(Verl) 35. n ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. ORDER OF PRECEDENCE (Grant Funded). In the event of any conflict between or c terms of the Agreem 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4)years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. Page 12 of 17 Fixed Term Service Agreement#2017-002(Ver.l) I'. j• 38. n SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank -signature page to follow) Page 13of17 Fixed Term Service Agreement#2017-002(Ver.1) • IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COU , CIDA Crystal K. Kinzel, Cle of Courts & � „0-- C t 6X ler )* B By: " j W. L cDaniel,Jr., Dated: - 1 Cha man (SEAL) AliCt4ut as (0 Chairman's ittlr Contractor's Witnesses:. G4S Secure Solutions (USA) Inc. Contractor !Q. .e B /1 Contractor's First Witness Sig.W ' ' 47' /-1 r �.(CoGr r Ib . 11/C "f i" t / TTyp- •rint;•ignature and thief TType/print witness name Contractor's Second Witness TTy e/print IfyitDesTnameT o d as to r a Legality: County Attorney Print Name 160 Page 14 of 17 Fixed Term Service Agreement 112017-002(Ver.l) Exhibit A Scope of Services following this page (containing 12 pages) Il this exhibit is not applicable 0 Page 15 of 17 Fixed Term Service Agreement#2017-002(Ver.l) li. RFP# 18-7429-Security Services SCOPE OF SERVICES The Scope of Services will establish requirements for Security Services for Collier County from a qualified company. The following outlines Collier County's general objectives in regard to the daily scope of work and expectations in regard to security officer's conduct and appearance. Collier County reserves the right to remove any officer from duty, on a temporary or permanent basis without cause. Compliance with the County's Standard Operating Procedures Manual. The Facilities Management Division's (Division") "Security Standard Operating Procedures Manual" (SOP) will be incorporated by reference and deemed exempt from public records. The Contractor will be responsible for insuring that all of the rules, procedures, and policies within the SOP are followed. The Contractor will be required to sign a confidentially agreement as applicable and directed by the County's Facilities Director or designee, as the referenced document is exempt from public records,The Contractor will not make copies of this document and will return each document to the Division. Competency of Contractor The Contractor must meet the following minimum requirements: A. Contractor shall have a minimum of five thousand (5,000) weekly hours of service in Collier, Lee, Broward, and Dade Counties or surrounding counties within a forty (40) mile radius and shall have a minimum of one (1) contract within these counties with a minimum of one thousand (1,000) hours per week of continual service and shall have maintained this level of service for a duration not less than thirty-six(36) consecutive months immediately prior to the date of the Request for Proposal(RFP)#18- 7429. B. Contractor must have experience providing the same levels of service required in the RFP with regard to the qualifications of the officers.This experience must have been permanent service, for more than twenty-four (24) consecutive months and this information must be verified. C. Contractor must have an in-house training department, licensed by the State of Florida, capable of providing the necessary training outlined and required by the RFP within their operating office, D. Contractor must demonstrate the ability to provide continuous and uninterrupted security service in the event of a natural disaster. E. Contractor must currently provide the same levels of service required in the RFP to similar type agencies and supply evidence that they have provided this service for a minimum of three (3) consecutive years. All personnel assigned to this Contract must meet the following minimum requirements: fifty (50)full-time security officers currently working for their company in Lee and/or Collier County. Contractor's Responsibilities It shall be understood and agreed that any and all services, materials and equipment shall comply fully with all Local, State and Federal laws and regulations. The Contractor, as well as Contractor's employees or other representatives, including all sub-contractors Page 1 of 12 at every tier(including vendors, repair persons and/or delivery individuals)who will have physical access to County facilities or locations related to security or public safety shall be required to comply with the fingerprinting and background checks. In these instances, all new formal competitive County solicitations (e.g.: bid invitations and requests for proposals) and contracts shall include a clause that mandates fingerprinting and background checks performed by County Security Section staff and paid for by the Contractor or sub-contractor, etc., as the case may be. The clause shall mandate that the contractor in privity with the County shall be responsible to ensure that these requirements are complied with at all lower tiers associated with the project. To the greatest extent possible, the results of these background checks should be on file in the Security Section files prior to the commencement of work. Fixed Hourly Rates Billing for services rendered will be based on the rates outlined in Exhibit B-Fee Schedule.The fixed hourly rates shall contain all charges, including wages,and benefits paid to all Contractor personnel. There may be additional charges to the County for additional training and/or equipment and/or supplies, pursuant to Exhibit B-Fee Schedule and as requested by the County. The County reserves the right to be able to adjust the hourly billing rates in order to attract and retain the highest quality personnel.This will allow the County to take into account other economic conditions and remain competitive with other security projects in the geographical area. In any case all changes to hourly rate will be in writing by the County's Facilities Management Director or his designee and processed by a formal written amendment to this Agreement. The County may at its sole discretion provide an annual cost of living adjustment to the Contract and processed by a formal written amendment to this Agreement. The intent of this clause is that the officers benefit from this increase. Public Relations An important aspect of security duties involves public relations. The security officer is usually the first person contacted by visitors. The impression created by the officer in the performance of the officer's duties has a direct bearing on an initial opinion formed of Collier County Government. It is the officer's responsibility to ensure that this impression is highly favorable. The officer's actions will be firm and determined, yet polite in all dealings with staff, visitors, and other persons. A cheerful "Good morning", or"Good evening", in greeting visitors sets a favorable impression of officer performance. Courtesy and tact are essential in dealing with Collier County staff, visitors, vendors, contractors, and all other persons Collier County. Holidays The County observes the following holidays and may not require coverage or the same amount of coverage from security personnel: New Year's Martin Luther King President's Day Memorial Day Independence Day Labor Day Veteran's Day Thanksgiving Page 2 of 12 it Day after Thanksgiving Christmas Day Day after Christmas The Contractor will pay employees at a rate of time and one half for working any County observed holiday. The Contractor will invoice the County at a rate of time and one half. Recruitment & Selection The following guidelines must be used by the Contractor in the selection of personnel to be assigned to the Collier County designated facilities, posts or details. After a potential hire is processed through selection as stated below,the individual shall be made available to a Collier County authorized representative for interview and evaluation prior to being assigned a post or assignment. The documentation concerning screening/selection should be made available to Collier County at this time. The final decision as to acceptability of any person for assignment will rest with the Facilities Management Director or designee. All officers must be fingerprinted, and background checked by County's Facilities Management staff at the Contractor's expense, at the beginning and continuously throughout the contract period(currently,every 5 years or as directed).Any costs incurred will be deducted from the Contractor's monthly invoice. Any arrests of any of the Contractor's officers working for Collier County Government must be reported to the County's Facilities Management Director or his designee immediately. Officer Certification The Contractor will provide the County's Contract Officer with annual written proof of each officer's valid State of Florida Security licenses (D&G) and CPR/AED certifications (American Heart or American Red Cross). Wage Determination & Benefits The Contractor shall provide officers according to the following categories as assigned to this Contract and must meet the following minimum requirements. The Contractor will provide the County with a fixed Contractor mark-up for each category for the duration of the contract, as provided Exhibit B to this Agreement. CONTRACTOR'S PROGRAM MANAGER The Contractor's Program Manager (Program Manager) is required to ensure understanding of, and compliance with, the following in regard to courtesy, knowledge, training and responsibilities of subordinates. The performance of work will be in compliance with the schedule of posts/hours and the Post Orders/Emergency Response Procedures. Additional directives may be established at any time during the contract period. The Program Manager or his /her designee will also conduct professional investigations as part of his /there assigned duties. More extensive duties (as directed by the County's Contract Officer) may be assigned by the County's Contract Officer as an additional service at an additional cost pursuant to the fees outlined in Exhibit B- Fee Schedule to the County. Conducts building / plant surveys. The Program Manager is responsible for the administrative functions associated with overseeing the continuing implementation of measures designed for the safety and security of the Collier County Government Security Contract. • Page 3 of 12 The following duties are normal for this position which reports directly to the County's Facilities Management Director or his designee. These are not to be construed as exclusive or all inclusive. Other duties may be required and assigned. This position is a salaried/exempt position. These duties are at the discretion of the County's Facilities Management Director or his/her designee and on behalf of the County. • Ensures Division (Facilities Management Division) compliance with applicable codes, laws, rules, regulations, standards, policies and procedures; initiates any actions necessary to correct deviations or violations. • Consults with assigned staff to review work requirements, status, and problems; assists with complex or problem situations; provides direction, advice, and technical expertise. • Develops/implements policies and procedures as required; initiates emergency procedures as warranted. • Reviews operational problems and recommends changes in procedures and programs. • Investigates unusual occurrences when needed and ensures proper documentation. • Reviews logs, incident reports, and other documentation prepared by subordinate staff. • Processes a variety of documentation associated with County's Division operations, per established procedures and within designated time frames; distributes documentation or retains records as appropriate. • Communicates with Client, employees, other departments, law enforcement personnel, court officials, outside agencies and other individuals as needed to coordinate work activities. • Oversees the fingerprinting and criminal history checks in accordance with the existing Collier County Ordinance. • Maintains liaison with the Collier County Sheriffs Bureau on matters of mutual concern. • Monitors the annual Security Budget and maintain spreadsheet showing all contract security expenses by detail or post. • Maintains a monthly incident report overview and send to Facilities Management Director. • Provides security for Collier County functions that have not been budgeted for. • Conducts internal investigations as requested. • Conducts security audits, site inspections as requested. • Maintains spreadsheets showing number of persons visiting County buildings and number of prohibited persons held at various checkpoints. • Performs other related duties as required by the Director of Facilities Management. • Review construction plans and make security recommendations as requested. • Works with building occupants to determine security needs. • Coordinates with vendors on security systems to be installed. • Attends meetings; serves on committees or boards as needed. • Provides monthly AED and Assistance Box inspections with existing staff • Manages the County's Background checks (fingerprinting) program as directed by the County's Contract Officer. CONTRACTOR' S ASSISTANT PROGRAM MANAGER Assists the Program Manager as directed. May relieve the Program Manager as needed. The following duties are normal for this position. These are not to be construed as exclusive or all inclusive. Other duties may be required and assigned. • Training: The County may, at its expense, secure within the scope of the Contract,the services of an Assistant Program Manager in charge of training. This is in addition to any other training clauses addressed within this Contract. • Oversees Executive Protection • Provides monthly AED and Assistance Box inspections with existing staff • Investigates unusual occurrences when needed and ensures proper documentation Page4of12 `L'� • Conducts internal investigations as requested. • Conducts security audits, site inspections as requested • Works with building occupants to determine security needs CONTRACTOR'S OPERATIONS SUPERVISOR Assists the Program Manager as directed. May relieve the Program Manager as needed. The Operations Supervisor is responsible for the operational work functions associated with overseeing the continuing implementation of measures designed for the safety and security of the Collier County Government Campuses. The following duties are normal for this position.These are not to be construed as exclusive or all inclusive. Other duties may be required and assigned. • Supervises, directs, and evaluates assigned staff, processing employee concerns and problems, directing work, counseling, disciplining, and completing employee performance appraisals. • Coordinates daily work activities; organizes and prioritizes workload; prepares work schedules to ensure adequate coverage; maintains attendance records; makes work assignments; monitors statues of work in progress; inspects completed work; troubleshoots problem situations. • Ensures adherence to established safety procedures; monitors work environment and use of safety equipment to ensure safety of employees and other individuals. • Maintains records pertaining to employee attendance and reviews time sheets for shift personnel. • Reviews operational problems and recommends changes in procedures and programs. • Investigates injuries, incidents, grievances, complaints, or allegations made by/about staff; initiates problem resolution; adjusts employee grievances in accordance with policy. • Interprets and enforces public safety rules, regulations and procedures; maintains a secure and peaceful environment on the campus. • Supervises completion of applicable forms, securing of lost property and explaining of campus rules, regulations and procedures. • Ensures availability of adequate equipment and supplies; initiates requests for new or replacement items. • Communicates via telephone and /or two-way radio; provides information and assistance; takes and relays messages; responds to requests for service or assistance. • Operates a computer to enter, retrieve, review or modify data; verifies accuracy or entered data and make corrections as appropriate; utilizes word processing, spreadsheet, database, desktop publishing, e-mail or other software programs) CONTRACTOR'S POST SUPERVISOR The Post Supervisor is responsible for daily operations associated with overseeing the continuing implementation of measures designed for the safety and security of the Collier County Government Security Contract. • Supervises, directs, and evaluates assigned staff, processing employee concerns and problems, directing work, counseling, disciplining, and completing employee performance appraisals. • Coordinates daily work activities; organizes and prioritizes workload; prepares work schedules to ensure adequate coverage; maintains attendance records; makes work assignments; monitors status of work in progress; inspects completed work; troubleshoots problem situations. • Ensures compliance with all applicable codes, laws, rules, regulations, standards, policies and procedures; initiates any actions necessary to correct deviations or violations. • Ensures adherence to established safety procedures; monitors work environment and use of safety equipment to ensure safety of employees and other individuals. cA Page 5 of 12 • Consults with assigned staff to review work requirements, status, and problems; assists with complex or problem situations; provides direction, advice, and technical expertise. • Maintains records pertaining to employee attendance, available vacation/sick benefits, and other personnel/payroll issues; reviews/approves time sheets for shift personnel. • Conducts training for subordinates in methods and techniques used in the administration of government security; conducts emergency drills; conducts roll calls; ensures that in-service training is presented and properly documented. • Develops/implements policies and procedures as required; initiates emergency procedures as warranted. • Reviews operational problems and recommends changes in procedures and programs. • Assumes responsibilities of command officer in emergency situations for the Facilities Management Divisions. • Investigates injuries, incidents,grievances,complaints,or allegations made by/about staff;initiates problem resolution; adjusts employee grievances in accordance with policy. • Coordinates scheduled activities on the campus. CONTRACTOR'S SECURITY OFFICER • Former law enforcement experience, retired career military, military elite forces, police academy training, criminal justice degree or other degrees as approved by the County's Contract Officer. Other backgrounds with the approval of the County's Contract Officer. '• Clinical drug test and physical examination. • MMPI Psychological test. • Integrity test. • 7-year prior employer check. • Out-of-State criminal records check(back to the age of 18). • Neighborhood Canvas performed by a State of Florida licensed investigator. • Driver's license check. • Credit check. • Personal Reference check. • FDLE/FBI Criminal check. CONTRACTOR'S EXECUTIVE PROTECTION OFFICER • Former law enforcement experience, retired career military, military elite forces, police academy training, criminal justice degree or other degrees as approved by the County's Contract Officer. Other backgrounds with the approval of the County's Contract Officer. • Clinical drug test and physical examination. • MMPI Psychological test. • Integrity test. • 7-year prior employer check. • Out-of-State criminal records check (back to the age of 18). • Neighborhood Canvas performed by a State of Florida licensed investigator. • Driver's license check. • Credit check. • Personal Reference check. • FDLE/FBI Criminal check. • Must be able to pass a modified Cooper Age and Gender Base Standards or US Secret Service Physical Agility Test. • Must attend all training provided by both the Contractor and the County. Page 6 of 12 Executive Protection Officers will be paid an additional$5.00 per hour in addition to their regular rate while on the detail and 1.5 hours for travel. Overtime is paid if appropriate in addition to the$5.00 per hour detail deferential. The Contractor shall provide a benefit package for each officer,including medical benefits with a significant portion of the cost must be paid by the Contractor. A summary of these benefits and cost to the officers must be detailed in the proposal submitted to the County's RFPThese benefits will be maintained through- out the term of the Contract. Contractor must contribute to more than 50%of the premium for employee only health insurance benefits (ANC compliant). Spouse or dependent health insurance coverage and 401 K benefits must be offered, but there is no minimum contribution set forth for the Contractor. The County anticipates adding positions as needed not specifically identified within this Agreement or County's RFP. The Contractor will submit percentage make-ups as provided for in Exhibit B-Fee Schedule. The Facilities Management Director may approve in writing and with the approval of the Procurement Servicesadditional wages for extraordinary circumstances and/or additional assignments or general or individual salary and or hourly rate adjustments. Overtime Coverage A. The County shall be invoiced for overtime incurred per the Overtime Rate as defined in the Exhibit B-Fee Schedule. B. New Assignments with less than 24-hour notice-The County will attempt to give reasonable notice to the Contractor of any new assignments. C. The County's Contract Officer may approve overtime charges based on Exhibit B-Fee Schedule for new or additional assignments /details. D. Overtime charges may be approved during natural or manmade disasters with the approval of the County's Contract Officer. Posts/Weekly Hours The following is a summary of the post assignments and hours which will be required for Collier County. The Contractor will develop recommendations for coverage after conducting an analysis of the security needs. The number of officers and hours are at the discretion of the County's Security Director or their designee. Typical positions and hours include but are not limited to: Salary/ Posts Position Hourly Weekly Hours Administration Program Manager Salary 40 7:00 AM to 3:30 PM Assistant Program Administration Manager Salary 40 7:30 AM to 4:30 PM Courthouse Operations Supervisor Salary 40 6:30 AM to 3:00 PM Courthouse Post Supervisor Hourly 40 5:00 AM to 1:00 PM Courthouse Post Supervisor Hourly 40 1:00 PM to 9:00 PM Courthouse Officer Hourly 40 8:00 AM to 4:00 PM Page 7 of 12 0 Courthouse Officer Hourly 40 7:00 AM to 3:00 PM Courthouse Officer Hourly 40 7:00 AM to 3:00 PM Courthouse Officer Hourly 40 7:30 AM to 3:30 PM Courthouse Officer Hourly 40 7:30 AM to 3:30 PM Courthouse Officer Hourly 40 1:00 PM to 9:00 PM Courthouse Officer Hourly 40 1:00 PM to 9:00 PM Courthouse Officer Hourly 40 1:00 PM to 9:00 PM Courthouse Sat AM Officer Hourly 4 8:00 AM to 12:00 PM Courthouse Sun AM Officer Hourly 4 8:00 AM to 12:00 PM Courthouse Annex Officer Hourly 50 7:30 AM to 5:30 PM Courthouse Annex (optional) Officer Hourly 50 7:30 AM to 5:30 PM Admin Building (F) Post Supervisor Hourly 50 7:00 AM to 5:00 PM Admin Building (F) Officer Hourly 40 6:15 AM to 3:00 PM Admin Building (F) Officer Hourly 40 7:00 AM to 3:00 PM Admin Building (F) Officer Hourly 30 3:00 PM to 9:00 PM Admin Building (F) Officer Hourly 30 3:00 PM to 9:00 PM Health Building Lobby Officer Hourly 50 7:30 AM to 5:30 PM Health Building 3rd Fl Officer Hourly 45 8:00 AM to 5:00 PM Imm Gov't Center Officer Hourly 47.5 7:45 AM to 5:15 PM North County rover Officer Hourly 40 8:00 AM to 4:00 PM South County rover Officer Hourly 40 8:00 AM to 4:00 PM Emerg Ser Center Officer Hourly 40 8:00 AM to 5:00 PM Desk- Operations Center Officer Hourly 40 8:00 AM to 5:00 PM Operations Center Officer Hourly Ops-40 4:00 PM to 12:00 AM Operations Center Officer Hourly Ops-40 12:00 AM to 8:00 AM Evening Patrol Officer Hourly 15 9:00 PM to 12:00 AM Evening Patrol Officer Hourly 15 9:00 PM to 12:00 AM Public Utilities PUD Supervisor Officer Hourly 40 4:00 PM to 12:00 AM PUD Patrol Officer Hourly 40 Varies PUD Patrol Officer Hourly 40 Varies Plant Officer Officer Hourly 40 7:00 AM to 3:00 PM j Plant Officer Officer Hourly 40 7:00 AM to 3:00 PM Plant Officer Officer Hourly 40 7:00 AM to 3:00 PM Plant Officer Officer Hourly 40 7:00 AM to 3:00 PM All posts and hours will be adjusted as needed throughout the Contract period. Posts requiring armed guards will be paid for the G license, posts not requiring armed will be paid at a D license rate. Meals and Lodging In the event that the Emergency Operation Center is activated due to a natural or manmade disaster, the security staff may become imbedded with County Staff. In this event, at the sole discretion of the County's Contract Officer, the County may elect to feed and/or house the Contractor's personnel at the County's expense. Page 8 of 12 All Contractor employees are required to display the needed qualities of honesty, alertness, loyalty and intelligence which are essential for the efficient performance of security duties at all times while on duty. County may request selected individuals of the Contractor to work special details, especially when a particular skill set and/or personality are required for the assignment. Habits: A dignified bearing will be maintained on duty at all times. Tobacco use and gum chewing while on post is prohibited.Tobacco use is prohibited throughout the site by any Security Officers or Representatives while on duty. Discipline: Prompt and willing obedience to all orders of the designated Collier County Representative is required at all times. Uniform and Appearance: Uniforms will be provided to each officer by the Contractor, at no cost to the employee or the County. New uniforms shall be issued without deposit. Replacements shall be provided when necessary and/or as directed by Collier County. Replacements should be provided when normal wear and/or extraordinary duty causes uniform to cease to produce a positive professional appearance. However, the proper care and maintenance of the uniforms and equipment is the responsibility of each individual and reasonable standards of neatness will be maintained at all times. The County must approve any uniform worn on County sites and details. The position of Contractor's Program Manager will wear a business suit each day or as directed by the County's Contract Officer. ■ The uniform will be kept clean, in good repair, and pressed. • Shoes will be kept neatly polished. • The complete prescribed uniform and equipment will be worn while on duty. Identification Cards: All officers, regardless of rank will carry on their person and be fully visible at all times and ID card provided by the County in addition to any other requirements made by their employer or the State of Florida. Lost or stolen badges will be reported immediately to the County's Facilities Management Division Director or Manager. An employee who separates from the Account must return the badge issued to him/her. Employees are personally responsible for the loss or willful damage to County badges. Collier County reserves the right to charge the Contractor $10.00 for lost or damaged badges. Lost/stolen badges shall be reported and documented accordingly. Personal Hygiene: Personal cleanliness and neatness are basic requirements for all officers and members of the Government Security Section. Neatness in appearance calls for freshly showered &free of body odor, hair properly cut and colored fingernails and hands clean, uniforms presentable, and appropriate jewelry and piercing. Driving County Vehicles: Page 9 of 12 CA With the approval of the County's Contract Officer, Contractor employees may drive County vehicles. Anyone driving a County vehicle will consent to having their driver's license reviewed for traffic violations at least annually, sign the County's Fleet Management's Agreement and will follow all County rules and regulations including those included with the County Manager's Administrative Policies (CMAs). The County's Contract Officer may revoke driving privileges at any time without cause. Training: The training program for Collier County will be unique in concept. It is an attempt by Collier County to pull the best from the Contractor's training resources then add specialized input from Collier County. The Contractor is responsible for required training and coordination. Required includes those requirements necessary to maintain the officer's licenses and CPR/AED.The conditions below are meant to be minimum requirements. Changes and additions will be published as required to meet security needs within a changing environment. The Contractor is required to respond to such modifications by promptly making appropriate, reasonable and timely alterations to the training program.All State regulatory requirements shall be met. Additional Training Program is meant to be over and above all initial and required training. The County, at its sole discretion, may reimburse Contractor for special training required by the County's Facilities Management Division — Government Security Section and / or may at its expense, train both County's Contract Officers and in-house officers using outside experts at its expense. This insures that all officers are trained alike. Additional Training and or certification programs and special assignments may be approved by the County's Contract Officer and paid for by the County when it is deemed in the best interest of the County. Programs may include but are not limited to: Firearm Training, Dignitary / Executive Protection, Self Defense Training, Medical Training (Advanced Medical courses and / or First Aid Training) and the associated travel costs. Contractor's officers are expected to attend all training programs provided by the County at the County's expense. Training provided to the County from the Contractor when requested by the County will be invoiced within the Contractors monthly invoice and presented as a lump sum price inclusive of all costs (speakers, experts, range and or facilities fees,food, etc.). Training Requirements: Officers assigned must maintain a valid Florida security D and G licenses. Collier County must approve training plans and shift assignments. It is the responsibility of the Contractor to keep all officers proficient at all skills. Contractor agrees to pay for all initial and basic training as required by law and as addressed within this Contract. Testing: Each officer assigned to posts with x-ray machines will participate in weekly computer-generated tests, identifying threats(guns, knives, bombs, etc.). These tests are generated from the x-ray machines. At least once a week each officer assigned to posts will test on a software package (Safe Passage). This system provides threat images associated with building security. Page 10 of 12 • On an irregular basis, the County and or the 20th Judicial Circuit will conduct actual physical tests employing individual and or equipment, testing the efficiently of the screening procedures. At its discretion, the County reserves the right to request Reasonable-Suspicion Drug Testing in accordance with Collier County CMA. Failed Screening Tests: The County reserves the right to fine the Contractor and deduct from invoices, at the discretion of the County's Contract Officer, for failure to comply with the contract for test failures by the District Courts system and or Facilities Management—Government Security: Schedule: First Failure— Oral Warning Second Failure — Written Warning Third Failure—$500 Fourth Failure—$1 000 Failures after the 4fh failure-$1,000 The County may elect to have the officer retained in lieu of or in addition to fines. The Contractor may supply the County with supplies, equipment and training expertise (in-house or sub- contractors).The cost will be invoiced to the County as a lump sum and be attached to the monthly invoice. When the use of alcohol or controlled substances by a Contractor employee is confirmed through authorized test, employees will be recommended for corrective action, up to and including removal from contract. Vehicles;The County has the right to request the Contractor to provide vehicles. Examples of vehicles includes but are not limited to golf cart, Segway, car, truck, etc. In the event of a natural or manmade disaster, Contractor will procure vehicles to use during and post event. Examples of vehicles include but are not limited to: Golf Cart Segway Sedan SUV Pickup Truck Equipment: Telephones: Contractor shall ensure that all post telephones are used for official business relating to performance of security duties only and not for personal calls. Personal calls shall be limited to incidental use only and shall not be conducted using the primary security telephone as it may impact emergency response. Compliance with Collier County internet/e-mail policy is required. Each Contractor employee must sign the Information Technology User Agreement. Firearms: Any officer assigned a side arm will receive approval from the County's Contract Officer or his/ her designee. Each uniformed officer assigned to a post or detail will carry a quality, approved .38 or 357 revolver with .38 ammunition or with the County's Contract Officer approval, a 9MM. Page 11 of 12 Plain clothes armed officers will carry a Sig Sauer 9mm pistol (Either a P226 or P229). Officers assigned to the Government Security headquarters and Operations Center may be assigned a 9mm semi-automatic pistol regardless of the type of uniform. This clause is subject to change by the County's Contract Officer and may be managed/changed on an individual basis. Ammunition: Only County authorized, Contractor purchased ammunition will be used while on County posts and or assignments. Tasers: The Contractor will at their expense equip their employees with County's Contract Officer approved tasers at the request of the County's Contract Officer. OC Spray: The Contractor will at their expense equip their employees with County's Contract Officer approved OC Spray at the request of the County's Contract Officer. Handcuffs: The Contractor will at their expense equip their employees with County's Contract Officer approved handcuffs at the request of the County's Contract Officer. Office Supplies:The Contractor will,at their expense,equip their employees with supplies and equipment to include but not limited to: computers, printers, and general office supplies necessary to conduct day to day operations. Reports/Manuals: The Contractor or it's Subcontractor may be directed to write special reports, SOP's, Policy and Procedures including the rewriting, pursuant to the rates listed in Exhibit B-Fee Schedule. Unauthorized Equipment: No officer will have in their possession any equipment not approved in advance by the County's Contract officer. Posts: Each post has a set (often changing) of post orders. These may include but are not limited to: locking and unlocking doors, setting out parking cones, assisting the public with directions and or information, protecting details and other duties associated with keeping the building and its occupants /visitors' safe. Posts, details, surveys and investigations are established and delegated by the County's Contract Officer as needed. Page 12 of 12 1 Exhibit B Fee Schedule following this page (containing 1 page/s) Page 16 of 17 Fixed Term Service Agreement#2017-002(Ver.l) 18-7429- SECURITY SERVICES EXHIBIT B FEE SCHEDULE Position Officer Pay Rate County Hourly Rate Program Manager $ 32.83 $ 42.93 Assistant Program Manager $ 27.78 $ 36.43 Operations Supervisor $ 25.26 $ 33.18 Post Supervisor $ 18.39 $ 26.26 Security Officer $ 15.76 $ 22,68 Executive Protection Officer $ 16.81 $ 24.11 Exe Prot.Officer* on details $ 21.91 $ 31.05 Officer(armed)* $ 15.76 $ 22.68 Officer(not armed)* $ 14.71 $ 21.02 PUD Supervisor(armed) $ 18.39 $ 26.26 PUD Patrol(armed) $ 15.76 $ 22.68 PUD Officers(armed) $ 15,76 $ 22.68 Mark-up Percentage mark up on labor 41.87% Percentage mark up over what the employee receives for unidentified positions 41.87% *Percentage mark up on ammunition, equipment,and supplies shall not exceed 10.00% Vehicles Cost to the County Vehicle(daily rate)-Golf Cart $ 14.00 Vehicle(monthly rate)-Golf Cart $ 420.00 Vehicle(daily rate) $ 105.00 Vehicle-Chevy Trax(monthly rate) 100 miles per day,any additional mileage will be billed at$0.385 per mile $ 3,150.00 Vehicle-Chevy Trax(monthly rate)15,000 miles/year,any additional mileage will be billed at$0.385 per mile $ 1,177.00 The County may pay overtime at a rate of 1.5 for officers working detials over 40 hours per week or 8 hours per day. The Contractor will pay employees at a rate of time and one half for working any County Observed Holiday. Pricing should include any impact the Patient Protection and Affordable Care Act might have on their employees now or in the future Executive Protection Officers will be paid an additional$5.00 per hour in addtion to their regular rate while on detail and 1.5 hours for travel.Overtime is paid if appropriate in addition to the$5.00 per hour detail deferential. Emergency Rates The County will pay a rate of$53 per hour/Security Officer. This rate is all inclusive to include travel. 04' . ',I Other Exhibit/Attachment Description: ❑ following this page (containing pages) 0 this exhibit is not applicable Page 17 of 17 Fixed Term Service Agreement#2017-002(Ver.1) Exhibit B e ASSIGNMENT AND ASSUMPTION AGREEMENT FOR CLIENT: Collier County Govt ("Client") This Assignment and Assumption Agreement is executed and delivered this 8th day of October, 2021 (the "Effective Date"), by and between G4S Secure Solutions (USA) Inc., a Florida corporation ("G4S"),and Universal Protection Service,LP,a California limited partnership,for itself and on behalf of its wholly-owned subsidiary Universal Protection Service,LLC,a Delaware limited liability company,both d/b/a Allied Universal Security Services, which may be performing work in certain jurisdictions and localities(collectively"Allied Universal"),successor to G4S. RECITALS WHERA.S, G4S previously entered into an agreement with Client (the "Security Service Agreement") for the provision of security services and related services at Client's facilities (each a "Property"and,collectively,the"Properties"); WHEREAS,G4S desires to assign and Allied Universal desire to receive the Service Agreement pursuant to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged,G4S and Allied Universal do hereby agree as follows: 1. Assignment and Assumption.G4S hereby assigns,sells,transfers and sets over to Allied Universal all of G4S' right, title, benefits, privileges and interest in the Security Service Agreement (collectively, the "Assets"), and all of G4S' obligations and liabilities in connection to such Assets (collectively, the "Assignment"). Allied Universal hereby accepts the Assignment and assumes and agrees to observe and perform all of the duties,obligations,terms,provisions and covenants,and to pay when due and discharge all of the liabilities of G4S to be observed,performed, paid or discharged from and after the Effective Date, in connection to the Assets Allied Universal assumes by the operation of this Assignment. 2. Successors and Assigns.Except as otherwise provided in this Agreement,the rights and obligations of G4S and Allied Universal hereunder will be binding upon and inure to the benefit of their respective successors, assigns,heirs,executors,administrators and representatives. 3. Facsimile or Scanned Signature. This Agreement may be executed and delivered in counterpart signature pages executed and delivered via facsimile transmission or via email with scan or email attachment, and any such counterpart executed and delivered via facsimile transmission or via email with scan or email attachment will be deemed an original for all intents and purposes. All signatures will be deemed to be delivered simultaneously. [Signature Page Fallows] to IN WITNESS WHEREOF,the Parties have executed this Assignment and Assumption Agreement as of the date first written above. Universal Protection Service,LP G4S Secure Solutions(USA)Inc. d/b/a Allied Universal Security Services By: ie64eitt-541.4.6a4a By: Azze 54//1-61.444. Name: Name: Title: Regional Vice President Title: Vice President AbreuLeisy From: GonzalezGreily Sent: Wednesday, December 8, 2021 1:00 PM To: ZimmermanSue Subject: RE: Collier County Board of County (CLE-006810793) Ins:Allied Universal Topco, LLC Hi Sue, Yes,this is suffice.Thank you. Respectfully, Greily Gonzalez, ARM Manager, Risk Finance 99nty Risk Management Division 3311 Tamaimi Trail E, Bldg D, Naples, FL 34112 Ph: 239.252.8914 Fax: 239.252.8048 NOTE: Email Address Has Changed PROUDLY ENING COWER COUNTY SINCE 2011 Take the Risk Management Customer Survey Please use your iPhone to access the below QR Code. Aim at it as if you were taking a picture of it;the Survey link will pop up. Clink on the link to access the survey! SF..;t.4 CI Z i% .' TAKE THE SURVEY From:ZimmermanSue<Sue.Zimmerman@colliercountyfl.gov> Sent: Wednesday, December 8, 2021 12:37 PM To: GonzalezGreily<Greily.Gonzalez@colliercountyfl.gov> Subject: Fwd: Collier County Board of County (CLE-006810793) Ins: Allied Universal Topco, LLC Greeley: A� CERTIFICATE OF LIABILITY INSURANCE DATE (MM/ D/YVYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH USA INC PPHONE` 1717 Arch Street INC.No.Ext); FAX No): E-MAIL - - - -- Philadelphia,PA 19103 ADDRESS: Attn:Philadelphia.certs@marsh.com/Fax:(212)948-0360 INSURER(S)AFFORDING COVERAGE NAIC# CN118025105-ALL-STAND-21-22 INSURER A:Lexington Insurance Company 19437 INSURED INSURER B:Greenwich Insurance Company 22322 Allied Universal Topco,LLC (See Attached for Additional Named Insureds) INSURER C:XL Insurance America 24554 161 Washington Street,Suite 600 INSURER D:Indian Harbor Insurance Company 36940 Conshohocken,PA 19428 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: CLE-006801903-02 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY X 082695264 01/01/2021 01/01/2022 EACH OCCURRENCE $ 10,000,000 DAMAGE RENTED CLAIMS-MADE X OCCUR PREMISESO(Ea occurrence) $ 10,000,000 X CONTRACTUAL LIABILITY MED EXP(Any one person) $ X SIR$1,750,000 PERSONAL&ADVINJURY $ 10,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000 X POLICY PRO-T LOC PRODUCTS-COMP/OP AGG $ 10,000,000 JEC OTHER: $ B AUTOMOBILE LIABILITY X RAD9437818-04 01/01/2021 01/01/2022 COMBINED SINGLE LIMIT $ 5,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) D UMBRELLA LIAB X OCCUR X RES943799401 01/01/2021 01/01/2022 EACH OCCURRENCE $ 10,000,000 X EXCESS LIAB CLAIMS-MADE EXCESS OF GENERAL LIABILITY AGGREGATE $ 10,000,000 DED RETENTION$ $ C WORKERS COMPENSATION RWD3001203-05(AOS) 01/01/2021 01/01/2022 X PER oTH- C AND EMPLOYERS'LIABILITY y/N RWR3001204-05( )WI 01/0112021 01/01I2022 STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate Holder is included as additional insured where required by written contract with respect to General Liability and Auto Liability. Liability coverage shall be primary and non-contributory where required by written contract. Waiver of subrogation is applicable where required by written contract. Fixed Term Service Agreement No.18-7429 CERTIFICATE HOLDER CANCELLATION Collier County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3295 Tamiami Tr East ACCORDANCE WITH THE POLICY PROVISIONS. Naples,FL 34112 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Named Insured: Allied Universal Topco, LLC Additional Named Insured: Advent Systems, LLC Advent Systems, LLC,dba Allied Universal Technology Services Allied Security Holdings LLC Allied Universal Executive Protection and Intelligence Services, Inc. Allied Universal Holdco LLC Allied Universal Risk Advisory and Consulting Services, Inc. AlliedBarton (NC) LLC AlliedBarton (NC) LLC,dba Allied Universal Security Services AlliedBarton Security Services LLC AlliedBarton Security Services LLC,dba Allied Universal Security Services Apollo Security International, Inc. First Alarm Security& Patrol, Inc. First Alarm Security & Patrol, Inc.,dba First Alarm First Alarm Security& Patrol, Inc.,dba First Security First Alarm Security& Patrol, Inc.,dba First Security Services FJC Security Services, Inc. FJC Security Services, Inc., dba Allied Universal Security Services Guardsmark(Puerto Rico), LLC Guardsmark(Puerto Rico), LLC,dba Allied Universal Security Services, LLC Guardsmark(Puerto Rico), LLC,dba Universal Protection Service, LLC Intelligent Access Systems of North Carolina, LLC Intelligent Access Systems of North Carolina, LLC, dba Allied Universal Technology Services Intelligent Access Systems of North Carolina, LLC, dba Securadyne Systems Mid-Atlantic Peoplemark, Inc. Securadyne Systems Intermediate LLC Securadyne Systems Intermediate LLC,dba Allied Universal Technology Services Securadyne Systems Texas LLC Securadyne Systems Texas LLC,dba Allied Universal Technology Services SFI Electronics, LLC SR Electronics, LLC,dba Allied Universal Security Systems SFI Electronics, LLC,dba Allied Universal Technology Services SFI Electronics, LLC, dba Universal Protection Security Systems SOS Security LLC SOS Security LLC,dba Allied Universal Risk Advisory and Consulting Services SOS Security LLC, dba Allied Universal Security Services SOS Security LP SOS Security LP,dba Allied Universal Security Services Spectaguard Acquisition LLC Staff Pro Inc. Staff Pro Inc.,dba Allied Universal Event Services TSI Security LLC U.S.Security Associates, Inc. U.S.Security Associates, Inc.,dba Allied Universal Risk Advisory and Consulting Services Universal Building Maintenance, LLC Universal Building Maintenance, LLC,dba Allied Universal Janitorial Services Universal Building Maintenance, LLC, dba Allied Universal Landscaping Services Universal Protection Security Systems, LP Universal Protection Security Systems, LP,dba Allied Universal Security Systems Universal Protection Security Systems, LP,dba Allied Universal Technology Services Universal Protection Service of Canada Corporation Universal Protection Service of Canada Corporation.,dba Allied Universal Security Services of Canada Universal Protection Service of Seattle,LLC Universal Protection Service of Seattle,LLC, dba Allied Universal Security Services Universal Protection Service, LLC Universal Protection Service, LLC,dba Allied Universal Risk Advisory and Consulting Services Universal Protection Service, LLC,dba Allied Universal Security Services Universal Protection Service, LLC,dba Allied Universal Security Services, LLC Universal Protection Service, LP Universal Protection Service, LP,dba Allied Universal Risk Advisory and Consulting Services Universal Protection Service, LP,dba Allied Universal Security Services Universal Protection Service, LP,dba Allied Universal Security Services, LP Universal Services of America, LP Universal Thrive Technologies, LLC Universal Thrive Technologies, LLC,dba Allied Universal Monitoring and Response Center Universal Thrive Technologies, LLC, dba Allied Universal Technology Services Universal Thrive Technologies, LLC, dba Thrive Intelligence The below entities are included as insureds effective 01/16/2021: American Security Programs, Inc. SecurAmerica Corporation SecurAmerica,LLC ERMC, LLC ERMC of America, LLC Central Defense Services, LLC Champion National Security, Inc. Northwest Security Services, Inc. Mastermind Inc. POLICY NUMBER: RAD943781804 )QC 414 1013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. Schedule Additional Insured(s) Work Any person or organization you have agreed to All Operations include as an additional insured under written contract, provided such contract was executed prior to the date of loss. COVERED AUTOS LIABILITY COVERAGE,Who Is An Insured, is amended to include as an"insured"the person or organization listed in the Schedule above, but only with respect to liability for "bodily injury" or "property damage" otherwise covered under this policy caused, in whole or in part, by the negligent acts or omissions of: 1. You, while using a covered 'auto"; or 2. Any other person, except the additional insured or any employee or agent of the additional insured, operating a covered"auto"with your permission; in the performance of your work as described in the Schedule above. In no event shall any person or organization listed in the Schedule become an "insured" pursuant to this Endorsement if such person or organization is solely negligent. IT IS FURTHER AGREED THAT IN NO EVENT SHALL ANY CONTRACT OR AGREEMENT ALTER THE CONDMONS, COVERAGES OR EXCLUSIONS SET FORTH IN THIS POLICY. All other terms and conditions of this policy remain unchanged. XIC 414 1013 ©2013 XL. America, Inc. All Rights Reserved. Page 1 of 1 May not be copied without permission. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. POLICY NUMBER: RAD943781804 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: ALLIED UNIVERSAL TOPCO, LLC Endorsement Effective Date: January 1,2021 SCHEDULE Name(s)Of Person(s)Or OrganIzatlon(s): Any person or organization where waiver of our right to recover is required by written contract with such person or organization provided such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the"accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 ENDORSEMENT#050 This endorsement,effective 12:01 AM 01/01/2021 Forms part of policy number: 082695264 Issued to: ALLIED UNIVERSAL TOPCO, LLC By: LEXINGTON INSURANCE COMPANY ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided by the following: GUARDSECURE GENERAL AND PROFESSIONAL LIABILITY COVERAGE FORM A. SECTION II -Who Is An Insured is amended to include as an additional insured a person(s)or organization(s)who is required to be added by written contract or written agreement which does not require that a specific form number be used. B. The insurance provided to additional insureds applies only to"bodily injury", "property damage", "professional liability" or"personal and advertising injury"caused, in whole or in part,by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf In the performance of your ongoing operations for the additional insured; or"your work" performed for that additional insured and included in the"products-completed operations hazard" However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement,the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. C. With respect to the insurance afforded to these additional insureds,the following is added to Section III — Limits of Insurance: If coverage provided to the additional insured is required by a contract or agreement,the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insuranc e shown in the Declarations. D. The additional insured must see to it that: 1. We are notified as soon as practicable of an"occurrence"or offense that may result in a claim. 2. We receive written notice of a claim or"suit"as soon as practicable;and 3. A request for defense and indemnity of the claim or"suit" will promptly be brought against any policy issued by another insurer under which the additional insured also has rights an insured or additional insu red. E. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance;and 2. You have agreed in writing in a contractor agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All other terms and conditions remain as written. erf2"(s Authorised Representative OR Guunleialgnature(1, stares where nppllenhlt.) LEXD00O21 LX0404 ENDORSEMENT#24 This endorsement,effective 12:01 AM 01/01/2021 Forms part of policy number: 082695264 Issued to: ALLIED UNIVERSAL TOPCO, LLC By: LEXINGTON INSURANCE COMPANY WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: SECURITY GUARD GENERAL AND PROFESSIONAL LIABILITY COVERAGE PART SCHEDULE Name of person or Organization: Where required by written contract. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement) The TRANSFER OF RECOVERY AGAINST OTHERS TO US Condition (Section IV—CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or"your work" done under a contract with that person or organization and included in the "products-completed operations hazard."This waived applies only to the person or organization shown in the Schedule above. All other terms and conditions remain as written. LEXD00O21 LX0404 elf:2(c\ Authorized Representative OR Ceunietsignature fin stales where appl blel WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed.4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization where waiver of our right to recover is required by written contract with such person or organization provided such contract was executed prior to the date of loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 01-01-2021 Policy No. RWD3001203-05 Endorsement No. Insured ALLIED UNIVERSAL TOPCO,LLC Insurance Company Countersigned by XL Insurance America, Inc. WC 00 03 13 (Ed.4-84) _?1993 National Council on Compensation Insurance. ACCORD DATE(MMIDD/YYYY)® CERTIFICATE OF LIABILITY INSURANCE 12/08/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA Inc. NAME:PHONE 1717 Arch Street (A/c.No.Ext): (A/C,No): Philadelphia,PA 19103-2797 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE _ NAIC# CN118025105-ALL-UNIV-21-22 INSURER A:National Union Fire Insurance Co. 19445 INSURED INSURER B: Allied Universal Topco,LLC (See Attached for Additional Named Insureds) INSURER C: 161 Washington Street,Suite 600 INSURER D: Conshohocken,PA 19428 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: CLE-006810793-01 REVISION NUMBER: 3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP W LIMITS LTR INSD VD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCEDAMAGE TO $ CLAIMS-MADE OCCUR PREMISES(EaENTED occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY JECT LOC PRODUCTS-COMP/OPAGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N PER ER OTH- ANYPROPRIETOR/PARTNER/EXECUTIVE N N/A E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A CRIME 01-602-29-33 09/15/2021 08/15/2022 Employee Theft or Dishonesty 1,000,000 Clients'Property 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION Collier County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3295 Tamiami Tr East ACCORDANCE WITH THE POLICY PROVISIONS. Naples,FL 34112 AUTHORIZED REPRESENTATIVE ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Named Insured: Allied Universal Topco, LLC Additional Named Insured: Advent Systems, LLC Advent Systems, LLC,dba Allied Universal Technology Services Allied Security Holdings LLC Allied Universal Executive Protection and Intelligence Services, Inc. Allied Universal Holdco LLC Allied Universal Risk Advisory and Consulting Services, Inc. AlliedBarton (NC) LLC AlliedBarton (NC) LLC,dba Allied Universal Security Services AlliedBarton Security Services LLC AlliedBarton Security Services LLC, dba Allied Universal Security Services Apollo Security International, Inc. First Alarm Security& Patrol, Inc. First Alarm Security & Patrol,Inc.,dba First Alarm First Alarm Security& Patrol, Inc.,dba First Security First Alarm Security& Patrol, Inc.,dba First Security Services FJC Security Services, Inc. FJC Security Services, Inc., dba Allied Universal Security Services Guardsmark(Puerto Rico), LLC Guardsmark(Puerto Rico), LLC,dba Allied Universal Security Services, LLC Guardsmark(Puerto Rico), LLC,dba Universal Protection Service, LLC Intelligent Access Systems of North Carolina, LLC Intelligent Access Systems of North Carolina, LLC,dba Allied Universal Technology Services Intelligent Access Systems of North Carolina, LLC, dba Securadyne Systems Mid-Atlantic Peoplemark, Inc. Securadyne Systems Intermediate LLC Securadyne Systems Intermediate LLC,dba Allied Universal Technology Services Securadyne Systems Texas LLC Securadyne Systems Texas LLC, dba Allied Universal Technology Services SFI Electronics, LLC SFI Electronics, LLC, dba Allied Universal Security Systems SFI Electronics, LLC, dba Allied Universal Technology Services SFI Electronics, LLC, dba Universal Protection Security Systems SOS Security LLC SOS Security LLC,dba Allied Universal Risk Advisory and Consulting Services SOS Security LLC,dba Allied Universal Security Services SOS Security LP SOS Security LP,dba Allied Universal Security Services Spectaguard Acquisition LLC Staff Pro Inc. Staff Pro Inc.,dba Allied Universal Event Services TSI Security LLC U.S.Security Associates, Inc. U.S.Security Associates, Inc.,dba Allied Universal Risk Advisory and Consulting Services Universal Building Maintenance, LLC Universal Building Maintenance, LLC,dba Allied Universal Janitorial Services Universal Building Maintenance, LLC, dba Allied Universal Landscaping Services Universal Protection Security Systems, LP Universal Protection Security Systems, LP, dba Allied Universal Security Systems Universal Protection Security Systems, LP,dba Allied Universal Technology Services Universal Protection Service of Canada Corporation Universal Protection Service of Canada Corporation.,dba Allied Universal Security Services of Canada Universal Protection Service of Seattle,LLC Universal Protection Service of Seattle,LLC, dba Allied Universal Security Services Universal Protection Service, LLC Universal Protection Service,LLC,dba Allied Universal Risk Advisory and Consulting Services Universal Protection Service, LLC,dba Allied Universal Security Services Universal Protection Service, LLC,dba Allied Universal Security Services, LLC Universal Protection Service, LP Universal Protection Service, LP,dba Allied Universal Risk Advisory and Consulting Services Universal Protection Service, LP,dba Allied Universal Security Services Universal Protection Service, LP,dba Allied Universal Security Services, LP Universal Services of America, LP Universal Thrive Technologies, LLC Universal Thrive Technologies, LLC,dba Allied Universal Monitoring and Response Center Universal Thrive Technologies, LLC, dba Allied Universal Technology Services Universal Thrive Technologies, LLC,dba Thrive Intelligence The below entities are included as insureds effective 01/16/2021: American Security Programs, Inc. SecurAmerica Corporation SecurAmerica,LLC ERMC, LLC ERMC of America, LLC Central Defense Services, LLC Champion National Security, Inc. Northwest Security Services, Inc. Mastermind Inc. ACTION BY WRITTEN CONSENT OF THE SOLE MEMBER OF UNIVERSAL PROTECTION SERVICE,LLC November 16, 2021 The undersigned being the sole member of Universal Protection Service,LLC, a Delaware limited liability company ("Company"), hereby takes the following action by written consent in lieu of a meeting, pursuant to Section 18-302 of the Delaware Limited Liability Company Act, and adopts the following resolutions and consents to the filing of this written consent ("Consent") in the minute book of the Company as of the date above written. RESOLVED, that the following employee of the Company, Bob Burbank, Regional Vice President, be, and he hereby is, authorized to take the following actions: execute and deliver, on behalf of and in the name of the Company and any of its subsidiaries, any and all agreements, instruments, certificates and other documents, as deemed by such individual in the exercise of his judgment to be appropriate or necessary for the conduct of the business of the Company and its subsidiaries in the ordinary course regarding the following transaction: Assignment, sale, transfer and set over to the Company of all the rights, title, benefits, privileges and interest of G4S Secure Solutions (USA), Inc. ("G4S") in and to Contract#18-7429 "Security Services"by and between G4S and Collier County, Florida(the "Transaction"), including without limitation, executing and delivering in the Company's name and on its behalf that certain Assignment and Assumption Agreement, New Business/Vendor Form and other documents concerning the Transaction, and it is further RESOLVED,that all actions previously taken by the Company and/or Bob Burbank in connection with the matters contemplated by the foregoing resolutions are hereby adopted,ratified,confirmed and approved in all respects. IN WITNESS WHEREOF,the undersigned sole member of the Company has executed this Action by Written Consent acting in such capacity as of the date first set forth above. UNIVERSAL PROTECTION SERVICE, LLC By: Universal Protection Service, LP, sole member By: Universal Protection GP, Inc., general partner of Universal Protection Service, LP By: David I. Buckman Secretary 12/13/21,8:42 AM Detail by Entity Name DIVISION OF CORPORATIONS t 1 YEArm.; of ;fi...9/ org r � r) );?�r 1 frj t l j fill v/Iltirtt l±rrllcl .,..&:a(F Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Limited Liability Company UNIVERSAL PROTECTION SERVICE, LLC Filing Information Document Number M12000000566 FEI/EIN Number 56-0515447 Date Filed 01/30/2012 State DE Status ACTIVE Last Event LC AMENDMENT Event Date Filed 03/29/2017 Event Effective Date NONE Principal Address 1551 N. Tustin Avenue,#650 Santa Ana, CA 92705 Changed: 04/08/2019 Mailing Address 1551 N. Tustin Avenue,#650 Santa Ana, CA 92705 Changed: 04/08/2019 Registered Agent Name&Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Authorized Person(s)Detail Name&Address Title Member Universal Protection Service, LP 1551 N. Tustin Avenue #650 Santa Ana, CA 92705 Title President and Chief Executive Officer https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=UNIVERS... 1/3 11/2/21,10:42 AM sunbiz.org-Florida Department of State DIVISION OF CORPORATIONS fir' J1VE10ji of tut official:lour of Florida web.!r• Previous on List Next on List Return to List Fictitious Name Search No Filing History Submit Fictitious Name Detail Fictitious Name ALLIED UNIVERSAL SECURITY SERVICES,LLC Filing Information Registration Number G16000073407 Status ACTIVE Filed Date 07/26/2016 Expiration Date 12/31/2021 Current Owners 1 County MULTIPLE Total Pages 1 Events Filed NONE FEI/EIN Number 56-0515447 Mailing Address 1551 N.TUSTIN AVE.,STE 650 SANTA ANA,CA 92705 Owner Information UNIVERSAL PROTECTION SERVICE,LLC 1551 N.TUSTIN AVE.,STE 650 SANTA ANA,CA 92705 dos.sunbiz.org/scripts/ficidet.exe?action=D ETR EG&docnum=G 16000073407&rdocnum=G 16000073407 1/2