Loading...
HomeMy WebLinkAboutUNIVERSAL BUILDING MAINTNENCE, LLC, DBA ALLIED UNIVERSAL JANITORIAL SERVICESINSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES 01 o Z CLERKOFC UNTIL N-2021-251 LATE' AGREEMENT FOR THE PROVISION OF JANITORIAL SERVICES FOR THE o' ���C��gtVtl� k7, or CS�� 1 SANTAANA WINTER VILLAGE THIS AGREEMENT is made and entered into on this 15a' day of November, 2021 by and between Universal Building Maintenance, LLC, dba Allied Universal Janitorial N Services ("Contractor"), and the City of Santa Ana, a charter city and municipal N corporation organized and existing under the Constitution and laws of the State of California ("City"). r W RECITALS C A. The City desires to retain a contractor to provide janitorial services for the Santa Ana Winter Village. B. Contractor represents that it is able and willing to provide janitorial services for the Santa Ana Winter village. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the termsand conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform during the term of this Agreement, the tasks and services described and set forth in Exhibit A, attached hereto and incorporated by reference. At any time during the term of this Agreement, and at the sole discretion of the City, service hours may be modified and services may be increased or decreased, according to City needs. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended during the termof this Agreement shall not exceed fourteen thousand six hundred dollars and zero cents ($14,600.00). This amount is comprised of (1) the base sum of $13,280 and (2) a contingency in the amount of $1,320 for additional services at the City's sole discretion. b. 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 Page 1 of 9 expected by City. 3. TERM This Agreement shall commence on the date first written above for a term of one (1) year unless terminated earlier in accordance with Section 17, below. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. 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 all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, 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 drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 9 INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Minimum Scope and Limit of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 1185 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). 2. Primary Coverage: For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees, Page 3 of 9 or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation that any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at anytime. 8. Subcontractors: Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Page 4 of 9 9. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor farther agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three Page 5 of 9 (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With copy to: Executive Director of Parks, Recreation and Community Services City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, California 92702 Fax (714) 571-4211 Page 6 of 9 To Contractor: Allied Universal Janitorial Services Attn: Francisco Arellano 1551 N. Tustin Avenue Santa Ana, CA 92705 866-877-1965 Email: Francisco.Arellano@aus.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Page 7 of 9 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. Page 8 of 9 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: i Daisy Gomez Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: 'Brandon Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL isa Rudloff \Y/GGr Executive Director Parks, Recreation, and Community Services Agency CITY OF SANTA ANA Krigtine- kirlp City Manager CONTRACTOR Name: Marl E. OLivas Title: President Page 9 of 9 Exhibit A `4L!IUNIVERSAI ,i m IA►. SERVICES Phil, Neff, Yasmin Vazquez Santa Ana Winter Village Santa Ana CA 92701 Hi Phil, Yasmin, Here's our quote for the Custodial Services for the Santa Ana Winter Village Event from Dec 8, 2021 — Jan 2, 2022. Services will include the following: Daily porter services including trash removal, sweeping floors, wiping down tables, toilets and sinks, restocking toilet paper and hand towels, Total Cost: etc. during the dates and times below. $13,280 Wed., Dec. 8 — Thurs., Dec. 9 2:00 pm — 10:00 pm Fri., Dec. Dec 10 10:00 am — 11:00 pm Sat., Dec. 11 — Sun., Dec. 12 10:00 am — 11:00 pm Mon., Dec. 13 —Thurs., Dec. 16 2:00 pm — 10:00 pm Fri., Dec. Dec 17 10:00 am — 11:00 pm Sat., Dec. 18 — Sun., Jan. 2 10:00 am — 11:00 pm Christmas Eve 10:00 am — 6:00 pm Thank you for giving Allied Universal Janitorial Services the opportunity to provide you with a proposal. This is the quote for the Winter Village Center Event. If this quote meets your approval, please sign and email to Francisco.Arellano(cDaus.com Sincerely, Name and Title Francisco Arellano Signature Allied Universal Janitorial Services Date Digitally signed by Francine R. Francine R. Villareal Ylkneal CERTIFICATE OF LIABILITY INSURANCE DATE 11/1912021 rcvrT 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 MARSH USA INC 1717 Arch Street Philadelphia, PA 19103 - Attn: Philadelphia.cens@marsh.com / Fax: (212) 948-0360 CONTACT NAME: PHONE FAX ND E-MAIL ss: INSURERS AFFORDING COVERAGE NAIC# INSURER A: Lexington Insurance Company 19437 CN118025105-ALL-STAND-21-22 INSURED Allied Universal TopcD, LLC INSURERS: Greenwich Insurance Company 22322 INSURER C: XL Insurance America 24554 (See Attached for Additional Named Insureds) 161 Washington Street, Suite 600 Conshohocken, PA 19428 INSURER D : Indian Harbor Insurance Company 36940 INSURER E: N/A WA INSURERF: COVERAGES CERTIFICATE NUMBER: CLE-006807103.01 REVISION NUMBER: 6 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 LTR TYPE OF INSURANCE ADDLSUBR POLICYNUMBER POLICYEFF flilaaunn POLICYEXP wmmsnYYY%LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 7XIOCCUR CONTRACTUAL LIABILITY 082695264 01101/2021 01/0112022 EACH OCCURRENCE $ 10,000,000 ETED PREMISES (Ea occurrence) $ 10,000,000 X MED EXP(Any one person) $ X ISIR$1,750,000 PERSONAL B ADV INJURY $ 1010001000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY E PECTRO- ❑ JLOC OTHER: GENERALAGGREGATE $ 10,000,000 PRODUCTS - COMP/OP AGO $ 10,000,000 $ B AUTOMOBILELIABILITY X ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY RAD9437818-04 0110112021 01101/2022 COMBINED SINGLE LIMIT Fa accident $ 51000,000 BODILY INJURY (Per parson) $ Per accidten BODILY INJURY ( ) $ PROPERTY DAMAGE Per accident $ X UMBRELLA LIAR EXCESS LIAR X OCCUR CLAIMS -MADE RES943799401 EXCESS OF GENERAL LIABILITY 0110112021 0110112022 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 OED RETENTION$1 g C C WORKERS COMPENSATION ANDEMPLOYERS'LIABILRY ANYPROPRIETOR/PARTNEWEXECUTIVE YIN OFFICER/MEMBEREXCLUDEDP (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA RWD3001203-05(AOS) RWR300120405(WI) 0110112021 01N112021 01101/2022 01/0112022 X PER OTH- STATUTE Eft E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE -EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Santa Ana included as additional insured where required by written contract with respect to General Liability and Auto Uability. Liability coverage shall be primary and non-contrbutory where required by wriften contract. Waiver of subrogalion is applicable where required by written contract. CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Adn: Risk Management Division THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92702 AUTHORIZED REPRESENTATNE REVIEWED&APPROVED BY: ©1988.2016 ACORD C q, li- ! - f4M�: jam, (/ A441( ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD'. Risk Management Analyst 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 Risk MnnWmad.DMSIan RE�Aexm & APPRo Br. e �FM6f,G:.ne �. V:.Uiin4c� ' Risk Management Malyst 01 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. CIS wskn�,.gr�orvamn [[BE emED& Armor®Br/. ® R6k Management Matyst POLICY NUMBER: RADS43781804 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED Tfns endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM AC 414 1013 With respect to coverage povtded by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. Schedule Additional Insureds Worts Any person or organization you have agreed to All Operations include as an additional insured underwritten 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 pad, 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 parformance 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 CONDITIONS, COVERAGES OR E)CLUSIONS SET FORTH IN THIS POLICY. All other terms and conditions of this policy remain unchanged. XIC 414 1013 0 2013 XL America, Inc. All Rights Reserved. w.kManagvnadDMsTon May not be copied without permission. REn® EWM 6 APPROv9Y. Includes copyrighted material of Insurance Services Office, Inc., with Its permis f ►ca.c R. V:LG-uwf Risk Management Analyst 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 prw4ded 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 Organlzatlon(a): 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. The Transfer Of Rights Or Recovery Against Others To Us condition does not apply to the parsons) 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 441013 ® Insurance Services Olfice, Inc., 2011 WdeMnugemrntDlvislo. RFne�o&MPROV®Br. ssss 0 7 F4A� R. VZZA(C g Risk Management Mays( �y 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 speck 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 a 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 claim or"suit" as soon as pracbcable;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 insured. 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 contract or 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 xakMan.gemadDi sEm +'q (R�EmEwm & DAPPR��fliA a�VV�M 8�r�/ q'�' h. V�4 Risk Management MatyR LEXD00O21 LX0404 Aulhwizad Representative OR Caunisraignature )Nr atatea where applicable) ,v RWeManagemai.DMaian RenEvvEn&APPROV®Br. �'. Rkk Management Mzysf 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 againstthe 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 Authvaized iltep "entative 4R Countersignature (In ales erhefe applieablel 9s RlekhW gem dDh&1m [[REVIEWED SppApmav/® BYE _91�00=_' Risk Management Mays[ 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 Insured ALLIED UNIVERSAL TOPCO, LLC Insurance Company XL Insurance America, Inc. WC 00 03 13 (Ed. 4-84) a> 1983 National Council on Lam pensation Insurance. Policy No. RWD3001203-05 Endorsement No. Countersigned by Risk mougenwltwil[an cREvle 6{{A�RRRo��'v//®Bra� +o ®' Yi ® Risk Management Malys[ u