Documents › Board of Education, 2026-08-27

agreement 7 pages Scanned/OCR — text may contain errors

Also attached to this agenda item: Agreement for Services - Allied Universal - 2026-2027 Prevailing Wage Rate Increase Notification 2026-...

e ML HEDUNIVERSAL eal “a “tu SECURITY PROFESSIONAL SERVICE AGREEMENT FULL LEGAL NAME OF SECURITY PROVIDER (“Allied Universal”): Universal Protection Service, LP d/b/a Allied Universal Security Services, for itself and on behalf of its wholly-owned subsidiary, Universal Protection Service, LLC d/b/a Allied Universal Security Services, which may provide service hereunder within certain states FULL LEGAL NAME OF CLIENT :Croton-Harmon UFSD By signing below by their duly authorized representatives, Client and Allied Universal agrec to be legally bound to the Agreement, General Terms and Conditions and Exhibits attached hereto, which form a binding and enforceable part of this Agreement as of the day and year first written below (“Commencement Date”). CLIENT. ton-Harmon UFSD UNIVERSAL PROTECTION SERVICE, LP d/b/a Allied Universal Security Services By: LLjrd) ACU, MAb By: Name Denise Bisaccia Title: Administrative Assistant/District Clerk Name: Gina Henderson P Title: General Manager Address for Notices: * 6 ress for mouces Address for Notices: Eight Tower Bridge, 161 Washington Street, Suite 600, Conshohocken, PA Croton-Harmon UFSD sas ° District Office 10 Gerstein Street Croton-on-Hudson, NY 10520 GENERAL TERMS AND CONDITIONS The term of this Agreement shall be for a period of three (3) years beginning on July 1 , 2025. This Agreement will automatically continue thereafter on a month to month basis until terminated by either party on thirty (30) days’ written notice to the other party. This Agreement may be terminated by either party for non-performance by the other party upon five (5) days written notice to the non-performing party. The non-performing party shall have the opportunity to cure the non-performance within that five-day period. Either party may terminate this Agreement for any reason upon thirty (30) days’ written notice to the other party. Allied Universal shall provide security professional services (the “Services”) in the amount, for the times and at the location(s) set forth in Exhibit A. Client Shall pay Allied Universal for the performance of the Services and any other products and/or services provided by Allied Universal hereunder at the rates (“Billing Rates”) and other charges set forth in Exhibit B or otherwise payable hereunder without deduction or set-off. Client shall pay in full the amount of and will be deemed to accept all invoices submitted to Client within thirty (30) days of the invoice date. The Billing Rates set forth in Exhibit B are valid for the first twelve (12) months of the initial term, thereafter they will be increased based off New York State Prevailing wage rates to Maintain Billing/ Payrate Margins or to Manintain payrates for all personnel if Prevailing wage drops, effective as of the anniversary date of the Commencement Date, in an amount equal to the greater of (i) the percentage increase determined pursuant to prevailing wage increases. Allied Universal will invoice Client on a monthly basis for all Services for the preceding weekly period (starting Friday and ending the following Thursday) and any other products and/or services provided by Allied Universal. A. Scope of Services Universal's duties at Client’s location(s). 1, Allied Universal agrees to provide the Services in a professional and 3. The purpose of any inspection at Client’s location(s) by Allied Universal diligent manner. Allied Universal does not warrant or guarantee that the is solely to assist Client with its loss control program. The safe maintenance Services constitute complete security at Client's location(s) so as to prevent of Client’s premises and operations and equipment on those premises and the any incident, loss, theft, damage or injury (including death). Client agrees that avoidance of unsafe conditions and practices is the sole responsibility of Allied Universal has not been engaged as a security consultant with respect to Client. any location(s). , B. Independent Contractor / Personnel 2. From time to time, Client may request a change in the Services. Such 1. Allied Universal is responsible for the hiring, training and supervision of requested changes will be communicated in writing, will be effective only all security professionals assigned by Allied Universal to Client’s location(s). upon Allied Universal’s written approval which Allied Universal will not Should Client direct or supervise security officers or change the instructions unreasonably decline. However, in no event will a refusal by Allied Universal or supervision given to the security professionals by Allied Universal, or to approve requested changes constitute a bredch of this Agreement or including requiring Allied Universal personnel to use force, Client will be otherwise constitute cause for Client’s termination of this Agreement. The responsible for any damages, liabilities, claims or other consequences that parties acknowledge and agree that Exhibit_A solely govems Allied may result. | 2. In addition to the Services set forth in Exhibit A attached hereto, and in 5. “Healthcare Reform Legislation Costs” means the costs and/or addition to any general or routine training provided by Allied Universal to its assessments incurred by Allied Universal in respect of employee medical security professionals, Allied Universal shall provide each of its employees and/or welfare benefits and other requirements under the Patient Protection assigned to Client’s location(s) with any additional training at the costs set | and Affordable Care Act of 2010 and the related statutes and regulations. forth in Exhibit B. 6. Unless otherwise expressly stated herein, Allied Universal’s fees and 3. Allied Universal shall provide uniforms for all assigned personnel. charges do not include any sales, use, excise or similar taxes, levies or duties Allied Universal will maintain these uniforms in good condition at Allied —_ (“Taxes”). Client is responsible for paying for all such Taxes in respect of Universal’s sole cost and expense unless otherwise provided in Exhibit B. Allied Universal’s Services or in respect of amounts payable by Client Equipment and non-standard uniforms required by Client will be provided as hereunder. If Allied Universal has the legal obligation to pay or collect Taxes mutually agreed upon and at a cost mutually agreed upon in writing. Allied for which Client is responsible under this section, the appropriate amount Universal’s personnel will not be required to carry weapons of any kind, shall be promptly paid by Client to Allied Universal unless Client provides unless otherwise expressly set forth herein. Allied Universal with either a valid and current tax exemption certificate or 4. Security professionals assigned to Client's location(s) are employees of _ direct pay certificate, authorized by the appropriate taxing authority. Allied Universal, which is acting as an independent contractor. Allied 7. Client agrees to pay Allied Universal one and one-half percent (1.5 %) Universal will pay all compensation due and owing to its employees and all per month interest or such maximum amount as permitted by law, whichever required payroll taxes and withholdings as required by City, County, State is less, on any invoice not paid within thirty (30) days of invoice date. In the and/or Federal authorities. event that legal action is required to collect on any past-due invoiced amount 5. Allied Universal is entitled to assign personnel to Client’s location(s) in owed to Allied Universal by Client under this Agreement, Client agrees to full compliance with applicable equal opportunity and civil rights law and —_—s pay to Allied Universal the costs and attomeys’ fees incurred by Allicd other applicable employment laws. Upon reasonable written notice, Client Universal in such action. shall have the right to request in writing that any of Allied Universal’s D. Physical and Intellectual Property employees whose performance it finds to be unacceptable be removed from 1. Client recognizes and acknowledges that in performing its duties under its location(s); provided reasons for such request do not violate applicable this Agreement, Allied Universal may install and utilize proprietary software law. (hereinafter “Proprietary Software”), a valuable, special and unique asset of 6. Client acknowledges that Allied Universal has spent considerable time —_— Allied Universal and/or third parties. This Proprietary Software is and will and expense in recruiting and training its employees. As such, Client agrees remain the sole and exclusive property of Allied Universal and/or those that it will not employ, as a security professional or in any related capacity, applicable third parties. directly or indirectly, including employment through a successor security 2. Client further agrees that materials developed, generated, or produced contractor, any person who has been employed by Allied Universal ina _ pursuant to this Agreement, including but not limited to Post Orders, security supervisory capacity and assigned to Client’s location for a period of one _ plans, emergency plans, diagrams, reports, and writings, both internal and hundred and eighty (180) days following the last date of that person’s = extemal (hereinafter collectively, “Work Product’), may include the employment with Allied Universal. In the event of a breach of this provision proprietary information of Allied Universal and will remain the sole and by Client, Client shall pay Allied Universal the average weekly billing for exclusive property of Allied Universal. Client and Client’s personnel will such employee for four (4) months as liquidated damages together with all —_ have no proprietary interest in the Work Product. Client acknowledges that it legal fees and other costs arising from the breach of this provision. will not share such Work Product with any third party and any Work Product C. Billing in Client's possession shall be retumed to Allied Universal upon termination 1. The Billing Rates do not include the direct bill items (“Direct Bill or expiration of this Agreement. Item(s)”) indenitfied in Exhibit B, which shall be invoiced and paid by Client 3. Any property, equipment or supplics furnished by Allied Universal to its to Allied Universal in accordance with the payment terms herein. personnel in performance of the Services described in this Agreement shall Notwithstanding anything contained herein to the contrary, Allied Universal — remain the property of Allied Universal and shall be retumed to Allied may pass through any increase in any and all of the costs of any and all Direct —_ Universal promptly at the expiration or termination of this Agreement. Bill Items when incurred or accrued, and Client shall reimburse Allied E. Insurance and Indemnification Universal for such costs. 1. Allied Universal shall maintain and provide, at its expense, appropriate 2. The parties agree any wage rates or wage estimates included in Exhibit | Workers’ Compensation coverage for its security professionals and personnel B, any other addenda, any pricing sheet, RFP submission, and/or other —_— assigned to Client’s location(s) at limits imposed by statute, including document are for demonstration purposes only and will not have any impact Employer Liability coverage. on the Billing Rates or on the wages Allied Universal pays its employees. 2. Allied Universal shall maintain for its own protection and benefit various 3. In the event that Allied Universal experiences an increase in its costs —_ ther policies of insurance, including Commercial General Liability coverage, resulting from any increase, whether or not anticipated, in or resulting from: _for its performance of security Services at Client’s location(s), among others. (1) Federal, state or local taxes, levies, or required withholdings imposed or = 3,_—_ Allied Universal shall maintain Automobile Liability insurance to cover assessed on amounts payable to and/or by Allied Universal hereunder or by _its employees’ operation of Allied Universal’s owned, leased and non-owned or in respect of Allied Universal to its personnel; (2) Federal, state or local — vehicles. However, to the extent that Client requires Allied Universal minimum wage rates, mandated paid time off and/or sick leave, changes in _ employees to drive Client’s vehicles in performance of the Services overtime wage regulations, uniform maintenance expenses or other required described in this Agreement, Client agrees to carry Automobile Liability employee allowances, licensing fees and/or requirements, or wage, medical, _insurance for those vehicles with bodily injury and property damage limits of welfare and other benefit costs under collective bargaining agreements; (3) One Million Dollars ($1,000,000.00). Such insurance will be primary for any costs related to insurance and/or workers’ compensation; and/or (4) costs —_Joss or damage occurring for Client vehicles operated by Allied Universal related to medical and/or welfare benefits and other requirements, including employees in performance of the Services being provided under this without limitation costs incurred by Allied Universal pursuant to applicable Agreement, and under no circumstances shall Allied Universal indemnify or federal, state and/or local law, including, without limitation “Healthcare —_ defend Client or Client’s insurer for losses that occur or arise out of Allied Reform Legislation Costs” (as defined below), the Billing Rates shall be Universal’s operatoina of Client-owned vehicles. increased by a percentage equal to the percentage increase in Allicd 4, Client agrees that Allied Universal is not an insurer of Client's Universal’s costs resulting from the items set forth in sub-clauses (1), (2),(3) operations, personnel or facilities. Except as provided elsewhere in this and (4) of this paragraph. Allied Universal will provide Client notice of such Agreement, Client assumes all risk of loss, physical damage and personal change in the Billing Rates. injury at its operations, to its personnel and/or facilities or any other property 4. Notwithstanding anything contained in this Agreement to the contrary, _resulting from fire, theft or other casualty, and Client waives any right of Allied Universal may pass through the costs set forth in sub-clauses (1)-(4)0f recovery and its insurers’ right of subrogation against Allied Universal for Section C(3) to Client as incurred or accrued and Client shall pay Allied any loss or damage resulting from any such occurrence. Universal for such costs. 5. Allied Universal will protect, defend, hold harmless and indemnify 2 , eet tlEDUNIVERSAL Thoro far You Client, its directors, professionals and employees from and against all claims, arbitration proceedings with respect to Allied Universal's operations at the actions, liabilities, damages, losses, costs and expenses (including reasonable _ property and/or performance under this Agreement. Should Allied Universal attorney’s fees) (the “Losses” directly resulting from the performance ofthe _be issued a citation or other sanction because of conditions on the premises Services expressly required under this Agreement, provided such Losses (1) created by others, Client shall pay and will be responsible for the fine. The | are caused solely by the grossly negligent failure of Allied Universal to foregoing shall include, but not be limited to, all applicable health, safety, and perform the Services required pursuant to this Agreement, or by other grossly labor standards. negligent actions or omissions in the performance of those same Services by 3. Under no circumstances will Allied Universal indemnify Client for Allied Universal, or through the willful misconduct or unlawful activity of | Workers’ Compensation claims or for fulfilling independent statutory duties Allied Universal; and (2) are not caused in any way through the negligence, Client owes to third parties or its employees. willful misconduct or unlawful activity of Client or otherwise resulting from G. Miscellaneous Allied Universal's compliance with specific direction from Client. 1. This Agreement represents the entire agreement and understanding of 6. Notwithstanding anything contained in this Agreement to the contrary, the parties concerning the subject matter herein and replaces any and all should Allied Universal be found liable for any Losses hereunder for any previous agreements, understandings, representations, discussions or offers. reason, the sole and exclusive remedy of Client in any situation, whether in No modification to this Agreement shall be effective untess in writing and contract or tort, or otherwise, shall be limited to Client's actual and direct executed by both parties and delivered to each respective party hereto. damages, and shall in no event exceed the lesser of: (i) the amounts invoiced 2. A written waiver by cither party of any of the terms or conditions of this | over the previous twelve (12) month period and: paid by Client to Allied Agreement at any time shall not be deemed or construed to be a waiver of Universal or (ii) Five Thousand Dollars ($5,000), such amounts to be _ such term or condition for the future or of any subsequent breach of the inclusive of any defense costs. Agreement. The failure to enforce a particular provision of this Agreement 7. Client shall protect, defend, hold harmless and indemnify Allied shall not constitute a waiver of such provision or otherwise prejudice Allied Universal, its respective successors and assigns, and its directors, Universal's right to enforce such provision at a later time. professionals and employees from and against all Losses asserted against 3. This Agreement is entered into solely for the mutual benefit of the parties Allied Universal arising out of incidents or occurrences taking place or arising hereto and no benefits, rights, duties or obligations are intended or created by at Client’s location provided that any such Losses: a) occur due to Allied this Agreement as to any third parties. Universal’s compliance with Client's directions and requests (including but 4. Each party further warrants and represents that this Agreement has been not limited to requests in Section B.5); and/or, b) are: (1) attributable to bodily executed by a duly authorized individual. injury, sickness, disease or death or to damage to waiible property; and, (2) 5. This Agreement and all matters collateral hereto shall by governed by | are not caused in any way through the negligence, willful misconduct or the laws of the state wherein the Services are to be provided without reference unlawful activity of Allied Universal, or the failure of Allied Universal to to its choice of law provisions. perform the Services set forth in this Agreement. 6. Ifany of the terms or provisions of this Agreement are ruled to be invalid 8. Under no circumstances will Allied Universal be liable to Client, or any or inoperative, all the remaining terms and provisions shall remain in full other person or entity, for consequential, incidental, indirect or punitive force and effect. damages, or for lost profits. 7. This Agreement may be executed in one or more counterparts, each of 9. Client shall give written notice to Allied Universal of any Losses or — which shall constitute one and the same Agreement. The parties agree that potential Losses of Client arising out of or relating to this Agreement within this Agreement will be considered signed when the signature of a party is thirty (30) days following notification of the occurrence giving rise to such delivered by facsimile transmission or delivered by scanned image (e.g. .pdf Losses or potential Losses. No action to recover any Loss of Client shall be or .tiff file) as an attachment to email. instituted or maintained against Allied Universal by Client unless notice of 8. Allied Universal shall not be responsible for additional expenses and such Loss shall have been given by Client to Allied Universal in the manner _ costs incurred by it or Client to provide Services pursuant to this Agreement | and form set forth herein. No action to recover for any Loss of Client shall as a result of unusual circumstances including, but not limited to, strikes, riots, ' be instituted or maintained by Client against Allied Universal unless instituted revolutions, wars, military actions, fires, floods, droughts, natural disasters, not later than twelve (12) months following notification of the occurrence —_ pandemics, active shooter events, snow storms, blizzards or other inclement giving rise to such Loss. weather, accidents, insurrections, lockouts or other acts of God, perils of the F. Compliance with Laws sea, stoppage of labor, or other events considered as “Force Majeure”, or by | 1. Some or all of the physical security guard services identified in this any other unavoidable cause beyond Allied Universal’s reasonable control. Agreement could be designated as a Qualified Anti-terrorism Technology All such additional expenses shall be the responsibility of Client as an | (“QATT”) under the Support Anti-terrorism by Effective Technologies additional charge invoiced and paid by Client as it is incurred, pursuant to the (SAFETY”) Act of 2002, 6 U.S.C. §§ 441-444, as amended. Where this terms of the Billing section set forth above. Additionally, to the extent that QATT has been deployed in defense against, response or recovery from an Allied Universal is unable to perform, or is delayed in performing, the act of terrorism, as that latter term is defined under the SAFETY Act (as Services set forth in this Agreement, such nonperformance or delayed herein defined), Allied Universal and Client agree to waive all claims against performance is not a breach of this Agreement nor cause for termination of | each other, including their professionals, directors, agents or other — this Agreement. representatives, arising out of the manufacture, sale, use or operation of the 9. Either party may assign this Agreement to an affiliate meaning an entity | QATT, and further agree that each is responsible for losses, including controlling, controlled by or under common control with the party. Except as business interruption losses, that its sustains, or for losses sustained by its own permitted in this section, Client may not assign, delegate or subcontract this employees resulting from an activity arising out of such act of terrorism. This Agreement without the prior written consent of Allied Universal. provision shall apply throughout the term of this Agreement, regardless of | Notwithstanding the foregoing, in the event Client assigns this Agreement, it | whether Allied Universal should cease to have SAFETY Act coverage for shall remain liable hereunder after such assignment. | these Services for any reason. 10. Any notice required or permitted hereunder shall be in writing and shall | 2. Client shall, at its own cost and expense, comply in full with all be delivered either in person, by nationally recognized overnight delivery | applicable federal, state, and local statutes, laws, ordinances, rules service or by certified or registered mail, postage prepaid, addressed to the , regulations, orders, licenses, permits or fees (“Governmental Regulations”) parties at the address shown in the opening paragraph (or as may be directed | applicable to its operations and its performance under this Agreement, by a party in the future by written notice). including without limitation, (i) environmental laws, (ii) laws relating to 1l. In connection with the negotiation, execution and performance of this accessibility by and accommodation of handicapped persons, and (iii) laws = Agreement, each party acknowledges that it has been and will be provided relating to discrimination of any type of manner,. Client shall notify Allied with confidential business information of the other party (“Confidential ’ Universal in writing within forty-eight (48) hours of any inquiry, notice, Information”). Each party will exercise reasonable commercial efforts to subpoena, lawsuit, or other evidence of an investigation by any public agency protect and preserve the confidentiality of Confidential Information, including | or the commencement of any judicial or administrative litigation, or at a minimum those methods and procedures it uses to protect its own | | 3 | ° qc HEDUNIVERSAL | RG Thora far Yau confidential information. A party shall not be required to preserve the _are any post orders, directives, or other specification documents of any type confidentiality of Confidential Information to the extent it becomes public (“Post Orders”), they shall not form any part of this Agreement, they are not other than through the action of the party, or disclosure is required by law. If incorporated into this Agreement and are not a novation or modification or Allied Universal is required to disclose information belonging to Client, | expansion of the duties set forth in this Agreement. Further, if there is any Client shall indemnify Allied Universal, its respective successors and assigns, conflict between the provisions of this Agreement and any other documents, and its directors, professionals, and employees from and against all Losses this Agreement shall control. Under no circumstances shall the Post Orders asserted against Allied Universal arising out of said disclosure. expand the liabilities of the parties toward each other or any third party. 12. The parties further acknowledge and agree that to the extent Allied 14. Allied Universal has not provided any advice or consultation services to Universal has assumed insurance, defense and indemnification obligations Client regarding what may or may not be the proper levels of security staffing, hereunder, such obligations shail not apply to any work performed by Allied or the methods of security provided by Allied Universal hereby. The duties Universal at the direction of Client, or work performed by Allied Universal and responsibilities of Allied Universal are specifically set forth herein. that is not specifically set forth on Exhibit A. Notwithstanding anything to Client acknowledges that Client alone has chosen the number of security the contrary provided herein or in any other direction (oral or written), Allied —_ professionals and type of services, ¢.g., armed, unarmed, to be provided under Universal and Client agree that in no event shall Allied Universal employees the Agreement; that Allied Universal has informed Client that additional be required to undertake any duty which could potentially expose themselves security professionals and/or services are available at an additional cost; and to unreasonable risk or harm. At all times, Client represents and warrants that that Client has elected not to avail itself of additional security professionals the policies and requirements Allied Universal and its employees are or services at this time and unless mutually agreed upon in writing. requested and/or required to adhere to by Client are lawful. 15. The following provisions shall survive expiration or termination of this 13. For the avoidance of doubt, any duties contrary to and/or in excess of the Agreement for any reason: A.1; A.3; B.1; B.4; B.5; B.6; C;D; E; F and G. Services, shall be agreed upon by the parties in writing. In the event that there i) 4 ° ce HEDUNIVERSAL Tharo far Van EXHIBIT “A” to Agreement Between Allied Universal And Croton-Harmon UFSD LOCATIONS FOR SECURITY SERVICES PROVIDED BY Allied Universal 12 Water Street, White Plains, NY 914-425-0081 | Specify for each Location location: Armed Unarmed 75 hours-Security Officer Level I Security Greeter #1 - Monday — Friday 6:30 a.m. | Croton-Harmon High School to 4:00 p.m. and Unarmed . . 10 Gerstein St Security Greeter #2 - Monday — Friday {2:00 p.m. to 8:00 p.m. | Croton On Hudson, NY 10520 _ . ; For all days that school is in session and includes all days students are required to be in school. Description of Services: The Services Allied Universal will provide Client pursuant to this Agreement are: | * Security professional is to perform assigned duties of patrolling and observing the above location(s) as directed by Client. - Any unusual incidents detected or reported will be reported to Client via the designated Client contact. An incident report will be filled out and a | copy will be forwarded to Client. The security professional creating the report will be available to explain the incident report during their shift. | * The security professional will also report criminal activity and/or visible hazards observed and/or reported while on post. The location(s), day(s) and time(s) listed in this Exhibit A may not be altered by Client, unless mutually agreed upon in a writing signed by the parties. The scope of services does not include any structures, parking lots, appurtenances, or nearby areas not specifically listed herein. | | | | | Exhibit A p.! ] . cn HEDUNIVERSAL —__There for You. EXHIBIT “B” to Agreement Between Allied Universal And Croton-Harmon UFSD BILLING RATES The initial Billing Rates for services shall be as follows: Security Professional $33.59 Per Hour Regular Rate Security Professional $50.39 Per Hour Overtime Rate Security Professional Holiday | $50.39 Per Hour Rate Additional Notes: > Mutually agreed-upon merit increases will result in a Bill Rate Increase. * Requested Overtime: With requests for a specific individual to work more than their Overtime Limit for any special reason, regardless of the notice provided and provided that the individual is able to accommodate, only the overtime impact for that individual will be billed. An individual’s Overtime Limit may be a weekly (e.g. 40 hours) or daily limit (e.g. 8 hours) depending on the location. Example, in a location where 40 hours per week is the Overtime Limit: “We need Officer Smith to stay two extra hours at the end of his shift to help with a special project.” The additional two hours will only be billed at the overtime rate if those hours exceed the Overtime Limit of 40 hours per week. 1. ADDITIONAL BILLING TERMS EXTRA SERVICE REQUESTS. In the event that <Client> requests additional services beyond that listed on Addendum “A” which are received with less than 72 hours notice, such additional services will be billed at the overtime rate. If the request for additional services exceed five percent (5%) of the base contract hours, then the additional services shall be billed at the billable overtime rate regaurdless of the amount of notice given. The billable overtime rates for such additional services will continue to apply until this Agreement is amended in writing to provide for the increase in base hours. 2. The holiday billing rate shall be used for all work performed on New Year's Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, or as otherwise determined by mutual written agreement of the parties, or by applicable collective bargaining agreement. 3. A labor strike or other emergency situation that creates a working environment for security professionals that is more hazardous than the normal condition under this contract will be cause to negotiate a temporary billing rate for modified services. 4. Allied Universal shall be compensated for all time including preparation, travel to/from, and actual time spent in any court of law, judicial, quasi-judicial or other proceeding, mediation, deposition, arbitration to which Allied Universal is subpoenaed or agrees to appear, arising out of, or relating to, this Agreement at the rate of: $125.00 per hour, for director or manager and $65.00 per hour for all other employees in addition to reasonable costs and expenses incurred. This paragraph will survive the termination of this agreement. Exhibit B p.1 Area U AL emt EDUNIVERS . __There for You. | ' | | | | . Exhibit B p.2 Fait tlE pu NIV E RSA L. —_______Ihere. for You.