ALLIED UNIVERSAL EXECUTIVE PROTECTION AND INTELLIGENCE SERVICES, INC. DBA ALLIED UNIVERSAL JANITORIAL SERVICES

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or to the Compensation amounts detailed in. Section 2.a., above, shall be subject to approval by the City Council, The City requires bonafide proof of cost increases prior to any price escalation adjustment, .including any state mandated minimum wage increases. No retroactive pricing adjustments shall be considered. The City shall enforce, adjust, or cancel escalating price agreements as it sees fit. The net dollar amount of profit shall, remain firm during the period of this agreement. Adjustments increasing the proposers profit shall not be allowed during the Initial Term of the Agreement, as detailed below in Section 3. e. For any extension period, defined in Section 3 below, Contractor shall provide a written request within one hundred twenty (120) days of the expiration of the Initial Term to the City seeking an increase in costs. Any increase in price shall be subject to approval by the City Council. If the parties cannot mutually agree on new rates for the extension periods, if any, either party shall have the right to terminate this Agreement after the initial term upon sixty (60) days' written notice of termination to the other party d. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3, TERM This Agreement shall commence on November 1, 2021 and continue for a three (3) year period until October 3I, 2024 with the option for the City to grant up to two (2) one (1) year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay a]) salaries and wages, employer's social. security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding tees. I 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, rouse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical Page 2of10