Agreement - Universal Protection Service, LP - 1st Amendment - Adding 5.56% monthly fuel surcharge to be billed on separate invoices. - Signed 2022-04-01 -1- 4845-8215-5540v1
MDOLINGER\04706083
FIRST AMENDMENT TO AGREEMENT FOR SERVICES WITH ALLIED UNIVERSAL
SECURITY SERVICES FOR CITY OF GILROY PARK SECURITY PATROL
This First Amendment to the Agreement for Services (“First Amendment”) is made and entered
into as of April 1, 2022 (“Effective Date”), by and between the City of Gilroy, a California municipal
corporation (“CITY”), and Allied Universal Security Services (“CONTRACTOR”).
WHEREAS, the City of Gilroy, a municipal corporation (“City”), and Allied Universal
Security Services entered into that certain agreement entitled City of Gilroy Park Security Patrol,
effective on February 1, 2020, hereinafter referred to as “Original Agreement”; and
WHEREAS, City and Allied Universal Security Services have determined it is in their mutual
interest to amend certain terms of the Original Agreement.
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS
FOLLOWS:
1. Exhibit D of the Original Agreement shall be amended by the addition of the following to the
payment schedule:
Park security patrol shall include a surcharge of 5.56% to be charged monthly on
a separate invoice due to increasing fuel costs. The surcharge will take effect for
services on April 1, 2022 and end once fuel costs revert to pre-January 2022 levels.
2. This Amendment shall be effective on April 1, 2022.
3. Except as expressly modified herein, all of the provisions of the Original Agreement shall
remain in full force and effect. In the case of any inconsistencies between the Original Agreement and
this Amendment, the terms of this Amendment shall control.
4. This Amendment may be executed in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the
dates set forth besides their signatures below.
CITY OF GILROY ALLIED UNIVERSAL SECURITY SERVICES
By: By:
[signature] [signature]
Jimmy Forbis
[employee name] [name]
City Administrator
[title/department] [title]
Date: Date:
DocuSign Envelope ID: 0FEE374E-8541-480C-9EE1-0B0450DBA870
Branch Manager
5/17/2022
Matthew Luther
DocuSign Envelope ID: 0CAFFC71-C06D-4F34-B7B5-717F38F802F0
5/17/2022
-2- 4845-8215-5540v1
MDOLINGER\04706083
Approved as to Form ATTEST:
City Attorney City Clerk
DocuSign Envelope ID: 0FEE374E-8541-480C-9EE1-0B0450DBA870DocuSign Envelope ID: 0CAFFC71-C06D-4F34-B7B5-717F38F802F0
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is
made and entered as of April 1, 2022 (the “Assignment Effective Date”), by and between
First Alarm Security & Patrol, Inc., a Corporation ("Assignor"), and Universal Protection
Service, LP dba Allied Universal Security Services, a Limited Partnership ("Assignee").
RECITALS
A. CITY OF GILROY ("City"), and Assignor entered into a Services Agreement
effective as of February 1, 2020 (the "Agreement").
B. Assignor now wishes to assign to Assignee all of its right, title and interest in and
to, and all of its obligations under, the Agreement, and Assignee desires to accept such assignment
and to assume such obligations.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and of the covenants and
conditions contained in this Assignment and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree as
follows:
1. Assignment. Effective as of the Assignment Effective Date, Assignor hereby
assigns to Assignee all of its right, title, interest in and to, and all of the terms, covenants,
conditions and obligations of the Agreement.
2. Assumption. Effective as of Assignment Effective Date, Assignee hereby accepts
the assignment set forth in Section 1 above and expressly assumes and agrees to keep, perform
and fulfill, from and after the Assignment Effective Date, all of the terms, covenants, conditions
and obligations required to be kept, performed and fulfilled by Assignor under the Agreement.
3. Third Party Beneficiaries. No person other than the City and the parties hereto shall
have any right, benefit or obligation under this Assignment as a third-party beneficiary or
otherwise. The City is an intended third-party beneficiary of this Assignment.
4. Miscellaneous.
(i) Headings. The headings in this Assignment are for convenience of
reference only and are not part of the substance hereof.
(ii) Benefit. This Assignment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors, assigns and, if applicable, heirs and
administrators.
(iii) Counterparts. This Assignment may be executed in multiple originals and
by the counterpart.
(iv) Governing Law. This Assignment shall be construed under the laws of the
State of California.
(v) Amendments. No alteration amendment or modification hereof shall be valid, unless
executed by an instrument in writing by the parties hereto with the same
formality as this Assignment.
(vi) Further Assignments. Nothing in this Assignment shall imply any right to
make further assignments of the Agreement other than in accordance with the
Agreement.
DocuSign Envelope ID: 0FEE374E-8541-480C-9EE1-0B0450DBA870DocuSign Envelope ID: 0CAFFC71-C06D-4F34-B7B5-717F38F802F0
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of
the day and year first above written.
ASSIGNOR SIGNATURE:
______________________
FIRST ALARM SECURITY & PATROL, INC.
ASSIGNEE SIGNATURE:
________________________
UNIVERSAL PROTECTION SERVICE, LP DBA ALLIED UNIVERSAL SECURITY SERVICES
By:
Tax ID # 33-0973846
ACKNOWLEDGEMENT AND CONSENT
CITY OF GILROY hereby consents to the foregoing
assignment and assumption.
CITY OF GILROY
By:
City Administrator
Approved as to form:
By:
City Attorney
Attest:
City Clerk
DocuSign Envelope ID: 0FEE374E-8541-480C-9EE1-0B0450DBA870
Matthew Luther
DocuSign Envelope ID: 0CAFFC71-C06D-4F34-B7B5-717F38F802F0
1473 N Davis Rd, Salinas Ca 93906 • T: 831 769-8981
Dear Valued Client – It has been our pleasure providing you with security services and we look forward
to continuing our partnership!
As you likely already know, a significant cost driver of providing services on your account is the cost of
fuel, which is experiencing an unprecedented rise in price. Fuel prices have increased 25% since Jan 1,
2022, driven in large part by the recent invasion of Ukraine.
In order to ensure we can maintain the quality and sustainability of our offering in the near term, we
will be adding a monthly surcharge to address the temporary increase in fuel cost. Below are the details
on this surcharge. Please note that this surcharge is intended only to address the extreme spike since
January 2022, which is why we are handling this separately than any standard rate increase discussions.
We hope that fuel prices normalize quickly to Jan 2022 levels at which time we will remove this
surcharge.
1. A surcharge of 5.56% will be charged monthly on a separate invoice.
2. The surcharge will take effect for services on April 1, 2022 and end once fuel costs
normalize (the reversion of US gas prices to January 2022).
Please note that this surcharge is a temporary bill and is being applied to ensure our Security
Professionals have the tools needed to keep your facilities secure.
Please let me know if you have any questions; I’m happy to discuss in more detail
Matthew Luther
Branch Manager
Allied Universal®
831 212-9216
DocuSign Envelope ID: 0CAFFC71-C06D-4F34-B7B5-717F38F802F0
www.aus.com
Date: April 20, 2020
To: Clients of SOS Security
From: Mike Smidt, Northwest Regional President, Allied Universal
Subj: Integration of SOS Security and Allied Universal operations in the Northwest Region
Dear Valued Client:
On November 21, 2019, we announced that Allied Universal had acquired SOS Security (SOS). Over the last few months,
the combined leadership of both legacy companies has been diligently working to integrate the best of both world-class
organizations. We are pleased to announce that your security program, together with all legacy SOS services in Allied
Universal’s Northwest Region, will be integrated into Allied Universal operations on June 5, 2020.
As the President of Allied Universal’s Northwest region, I want to thank you for your trust and confidence in Allied
Universal. This integration enables us to combine both legacy companies’ resources to provide you—our valued client—
with more experience, more expertise, and more access to state-of-the-art security solutions.
Please be assured that you will experience no disruption to your current service during or after the transition. However,
there will be some minor changes to current processes as a result of the integration, all beginning on June 5, 2020:
Security Professionals will begin wearing uniforms bearing the Allied Universal brand (unless the current uniform
is not branded – in that case there will be no change to Security Professional uniforms)
Invoices will originate from the Allied Universal billing system (Enclosure 1)
o You will receive future invoices from an aus.com email address. (Please update spam filters accordingly)
o Your invoice will indicate a new remittance address
For payments by EFT, ACH or Wire, you can find new bank instructions enclosed (Enclosure 2)
Attached to this letter is an updated Form W-9 showing the new remittance address
o The EIN for invoice payments will not change
There will be no changes to your current SOS contract documentation
o Please note that your contract will remain under the legacy SOS corporate entity name and need not be
assigned to or reissued to an Allied Universal entity—although operations will be run through the Allied
Universal organization
As previously notified, insurance coverage was transitioned to the Allied Universal insurance program on January 12,
2020.
You should have received a notification from Allied Universal’s broker, Marsh Risk & Insurance Services, by
mail and email on January 8, 2020 with a new certificate of insurance (COI)
If you have not received your notification or require an additional copy, please reach out to your Allied Universal
point of contact
We are honored to continue to provide services to your organization. We value your business and are committed to your
satisfaction. Please do not hesitate to reach out to your account team—or to me directly—if you have any questions.
Sincerely,
Mike Smidt
Regional President, Northwest Region
Enclosures: (1) New remittance address and invoicing information
(2) Instructions on submitting electronic payments
Attachments: Form W-9, Sample Standard Invoice
DocuSign Envelope ID: 0CAFFC71-C06D-4F34-B7B5-717F38F802F0
www.aus.com
Enclosure (1): New remittance address and invoicing information
Lockbox Name/Number P.O. Box Address Street Address (for Overnight Deliveries)
Philadelphia, PA
Lockbox # 828854
Allied Universal
P.O. 828854
Philadelphia, PA 19182-8854
PNC Bank C/O Allied Universal
Lockbox Number 828854
525 Fellowship Rd. Suite 330
Mt. Laurel, NJ 08054-3415
Phone (856) 638-4803
Billing Cycle Last SOS Invoice Allied Universal Invoice #1 Allied Universal Invoice #2
Weekly May 31- June 4 June 5 – June 11 June 12 – June 18
Bi-Weekly May 24 – June 4 June 5 – June 11 June 12 – June 25
Monthly (4-4-5) May 24 – June 4 June 5 – June 25 June 26 – July 30
Calendar Monthly June 1 – June 4 June 5 – June 30 July 1 – July 31
DocuSign Envelope ID: 0CAFFC71-C06D-4F34-B7B5-717F38F802F0
www.aus.com
Enclosure (2): Instructions on submitting electronic payments
Bank Information for Electronic Payments
PNC Bank
1600 Market Street
Philadelphia, PA 19103
Bank Contact: Annie Reid
Treasury Management
Phone: 732-220-4411
E-Mail: annie.reid@pnc.com
Account Name: Universal Services of America, LP
ABA Routing Number 031000053
Account #: 8615592272
Beneficiary: Allied Universal Security Services
Please send any correspondence to:
Allied Universal Security Services
Eight Tower Bridge
161 Washington Street, Suite 600
Conshohocken, PA 19428
Attn: Accounts Receivable
Fax: 484-351-1945
E-Mail: remittance@aus.com
DocuSign Envelope ID: 0CAFFC71-C06D-4F34-B7B5-717F38F802F0
DocuSign Envelope ID: 0CAFFC71-C06D-4F34-B7B5-717F38F802F0
DocuSign Envelope ID: 0CAFFC71-C06D-4F34-B7B5-717F38F802F0
City of Gilroy
Agreement/Contract Tracking
Today’s Date:
May 17, 2022 Your Name: Michael Lewis
Contract
Type:
Services over $5k - Contractor -
NO ENG OR DESIGN
Phone Number: 408-846-0265
Contract Effective Date:
(Date contract goes into effect)
4/1/2022
Contract Expiration Date: 1/31/2023
Contractor / Consultant Name:
(if an individual’s name, format as
last name, first name)
Universal Protection Service, LP
FKA: First Alarm Security & Patrol, Inc.
DBA Allied Universal Security Services
Taxpayer ID: 33-0973846
Signer’s Name/Title: Matt Luther, Branch Manager
Contract Subject:
(no more than 100 characters)
Adding 5.56% monthly fuel surcharge to be billed on separate invoices.
Contract Amount:
(Total Amount of contract. If no
amount, leave blank)
By submitting this form, I confirm
this information is complete:
Date of Contract
Contractor/Consultant name and complete address
Terms of the agreement (start date, completion date or “until
project completion”, cap of compensation to be paid)
Scope of Services, Terms of Payment, Milestone Schedule and
exhibit(s) attached
Taxpayer ID or Social Security # and Contractors License # if
applicable
Contractor/Consultant signer’s name and title
City Administrator or Department Head Name, City Clerk
(Attest), City Attorney (Approved as to Form)
Routing Steps for Electronic Signature
Risk Manager
City Attorney Approval As to Form
City Administrator or Department Head
City Clerk Attestation
DocuSign Envelope ID: 0CAFFC71-C06D-4F34-B7B5-717F38F802F0