TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: OFFICE OF THE CITY MANAGER APPROVEDBY
BY: LESLIE MURRAY, CHIEF OF POLICE V�
CITY MANAGE
DATE: FEBRUARY 22, 2022
S11BJECT: APPROVAL OF ASSIGNMENT AGREEMENT WITH ALLIED UNIVERSAL (PREVIOUSLY G4S) FOR JAIL SERVICES
That the City Council approve the Assignment, Assumption of Agreement and ConseM from Allied Universal for Jail Services.
The contract for jail services with G4S was approved to begin March 1 St, 2021 for a on year term and three one-year extensions. The original one-year contract will expire on February 28th, 2022. The contract allows the City Manager to approve each of the thre one-year extensions. In October of 2021, G4S was purchased by Allied Universal and the name G4S changed to Allied Universal. Allied Universal has continued to provide services as agreed to by the contract with G4S. The attached Assignment, Assumptio of Agreement and Consent will guarantee that Allied Universal adheres to the current contract with G4S and will allow the City Manager to approve each of the one-year extensions. I
Allied Universal maintained the same jail staff we were supplied with from G4S. Allied Universal has provided the City of Downey with exceptional jail services and the Chief of Police recommends approving the first one-year extension to continue services with Allied Universal.
The Police Department's 2021-2022 operating budget currently allocates $340,000 for the jail services contract account #10-4-2112-0700.
ATTACHMENT
ASSIGNMENT, ASSUMPTION OF AGREEMENT
AND CONSENT
This Assignment, Assumption of Agreement and Consent ("Assignment") is entered into as of October 8, 2021 ("Effective Date"), by and aniong G4S Secure Solutions (USA) Inc., a Florida corporation ("Assignor"), Universal Protection Service, LP, a California limited partnership authorized to do business in the State of California as Allied Universal Security Services ("Assignee"), and the City of Downey, California, a municipal corporation and charter city ("City"),
WHEREAS, Assignor and City entered into that certain agreement dated as of March 9, 2021 for Supplemental services for the operation and management of the Downey City Jail ("Agreement"); and
WHEREAS, the Assignor now desires to assign to the Assignee, a Georgia corporation authorized to do business in the State of California, all of the Assignor's rights, obligations and interests in the Agreemcnta
WHEREAS, the Assignee desires to assume the rights, obligations and interests of the Assignor under the Agreement; and
WHEREAS, subject t® the consent of the City, which consent is provided in this Assignment, Section 21.P of the Agre I ement permits the assignment of the Agreement by the Assignor;
NOW, THEREFORE, for good and valuable consideration, including the mutual covenants set forth herein, Assignor, Assignee, and City hereby agree as follows:
1. &sisiglinient by Assig g ior. Assignor hereby assigns to Assignee all rights, obligations lolls
and liabilities under the Agreement as of the Effective Date, Assignor shall remain liable for all obligations relating to the Agreement which arose or accrued for to the Effective Date, and Assignor hereby indemnities and agrees to defend and hold harmless Assignee and its trustees, officers, directors, partners, shareholders, members, employees, agents and their successors and assigns, from and against any and all losses, liabilities, damages, costs and expenses, including reasonable attorneys* and other professionals' fees (including a reasonable estimate of the allocable costs of in-house counsel and staff) (all such claims, losses, liabilities, damages, costs and expenses are "Losses") incurred, paid or required under penalty of law to be paid by Assignee by reason of the fail -are of Assignor to fulfill, perform or discharge any or all of the various commitments, obligations and liabilities of Assignor under the Agreement said First Renewal Amendment which arose prior to the Effective Date.
Attachment A
all rights, obligations and liabilities under the Agreement as of the Effective Date. Assignee directors, partners, shareholders, members, employees, agents and their successor and assigns, from and again any and all Losses incurred, paid or required under penalty of law to be paid by Assignor by reason of failure of Assignee to fulfill, perform and discharge any or all of the various commitments, obligations, and liabilities of Assignee under the Agreement which arise or arose from and after the Effective Date.
3. Cqq§glit, City hereby consents to the above Assigriment and Assumption of Agreement, provided that this consent shall not in any way be deemed to be consent to any further assi ent, and irovided that A 1'!1-11 J�j� 0
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4. Full Force and Effect. Except to the extent modified hereby, all of the terms of the Agreement shall remain in full force and effect.
5. gqyVMjq&jM. This Assignment shall be governed by, and construed and enforced in accordance with the laws of the State of California.
6. AApmpyg:jM. In any litigation or other proceeding relating to this Assignment, or any transactions contemplated herein, the prevailing party shall be entitled to recover its costs and
legal counsel and stafo.
AN 'VrITNESS WHEREOF, the parties have duly executed this Assignment as of th�; Effective Date set forth above.
(USA) INC.
?. Florida corporation
By:_,
Namc:,S't'Ven S, Jones
/ I
Title:,Px�--'sident & CEO
11 ro , 9
LP d/b/a ALLIED UNIVERSAL
SECURITY SERVICES,
a California limited partnership
BY: UNIVERSAL PROTECTION
GP, INC., general partner
By:
Name: Steve Claton
Title: Regional President�
M
CITY OF DOWNEY
Name: Blanca Pacheco
Title: Mayor
t it