SECURITY SERVICES AGREEMENT
This agreement is made as of the effective date set forth below by and between: GUARDIAN EAGLE SECURITY, a California corporation, (hereinafter “Guardian Eagle”) AND The Client, (hereinafter “Client”), whose name and address are set forth below.
1. Preliminary Considerations
1.1. Client requests that Guardian Eagle furnish Client, on the terms and subject to the conditions of this agreement, the services of Guardian Eagle’s security personnel (“Security Officers”) and related equipment and Client’s premises located at the address set forth on the Schedule of Security Services and Equipment attached hereto and incorporated herein by reference. The address set forth thereon is hereinafter referred to as the “Premises.”
1.2. The number of Security Officers, the times at which Security Officers shall render services to the client, the equipment to be furnished by Guardian Eagle, and the rates and amounts to be paid by Client to Guardian Eagle for such services and equipment are set forth in the Schedule of Security Services and Equipment attached hereto. Guardian Eagle is providing such services and equipment subject to all of the terms and conditions hereof.
1.3. Guardian Eagle will render invoices to Client once every two weeks, or at such longer intervals as Guardian Eagle and Client shall agree in writing. The first billing period for said services will begin __________________.
1.4. Invoices will be dated by Guardian Eagle the last day of each billing period and are due and payable in full by Client upon receipt. It shall be presumed that all invoices mailed to Client are received by Client within two days of mailing. All amounts not paid within thirty (30) days of the date of invoice will be deemed overdue, and will bear late charges at the lower of 2% per month or the maximum percentage allowed by law.
1.5. This agreement shall not be binding on Guardian Eagle unless accepted in writing by an authorized agent of Guardian Eagle, and is terminable at any time by Guardian Eagle or Client upon thirty (30) days written notice to the other party.
1.6. The term of this Agreement shall commence on its effective date set forth below and will continue in effect for a period of one year thereafter unless terminated earlier as provided herein. Either party may terminate this Agreement upon thirty (30) days written notice to the other.
2. Security Services to Be Rendered
2.1. The services to be rendered under this agreement by Guardian Eagle shall be in conformity with written operating procedures (post orders) mutually agreed upon by Client and Guardian Eagle. If, at the request of Client, Security Officers are assigned duties other than those agreed to by Guardian Eagle and set forth in Post Orders, Client shall assume any and all liability arising therefrom. Post Orders are subject to change as required by Client and changes must be communicated to and received by Guardian Eagle in writing. Guardian Eagle will remove from services, as soon as a qualified replacement is available, any officer who, in Guardian Eagle’s opinion, is not qualified to perform the work assigned.
2.2. The number of Security Officers, the times at which Security Officers shall render services to Client, the equipment to be furnished by Guardian Eagle and the rates and amounts to be paid by Client to Guardian Eagle for such services and equipment are set forth in a separate Schedule of Security Services and Equipment attached hereto and which is deemed incorporated herein by reference. Guardian Eagle is providing such services and equipment subject to all of the terms and conditions hereof.
2.3. If Client takes exception to any Services performed hereunder or claims that Guardian Eagle has failed to perform any services, such exception or claim must be submitted to and received by Guardian Eagle within five (5) business days or the services in question shall be deemed accepted by Client.
3. Personnel
3.1. Client authorizes and empowers Guardian Eagle’s personnel, including but not limited to Security Officers, to enter onto and into the premises for the purpose of rendering services pursuant to this Agreement and all other purposes and activities reasonably related thereto. Client warrants and represents that it is in legal possession of the Premises, or that it is duly authorized to enter into this Agreement and make the authorization set forth in this paragraph, on behalf of the person or entity in legal possession of the premises.
3.2. All Security Officers and other personnel of Guardian Eagle are the employees or agents solely of Guardian Eagle, and not the Client. Guardian Eagle reserves the right to hire, suspend, discipline or discharge any and all of its Security Officers and other personnel. If Client is dissatisfied with the services of a particular Security Officer and if Client notifies Guardian Eagle, in writing, of its dissatisfaction, then so long as such dissatisfaction is reasonable, Guardian Eagle shall endeavor to replace such Security Officer as soon as practicable. Guardian Eagle is acting solely as an independent contractor.
4. Strike Coverage
4.1. Due to the nature of labor disputes, this contract does not provide security officer coverage for strikes. Should the need to arise to provide Client the strike coverage, a separate contract and pricing must be negotiated.
5. Billing Terms and Rates
5.1. Client agrees that Guardian Eagle shall have the right to increase the hourly rates provided for herein at any time or times after the expiration of one (1) year from the effective date of this Agreement, upon giving Client written notice thirty (30) days in advance of the effective date of such increase. If Client desires not to pay such increased charge, Client must notify Guardian Eagle and Guardian Eagle must receive from Client notice in writing ten (10) days prior to the effective date of any such increase. Failure by Client to give Guardian Eagle such notice shall be deemed agreement by Client to the increased rates. Notwithstanding anything to the contrary herein, in the event the direct labor cost of Guardian Eagle is increased by virtue of any increase in state or federal minimum work rates, other legislation, regulation, or taxes, Guardian Eagle may increase its rates to reflect such increase. In addition, the rates may be increased in the event of any strike or emergency condition which renders the services more difficult to provide.
5.2. The overtime rate set forth on the Schedule of Security Services and Equipment attached hereto is applicable to each hour of service rendered by each Security Officer in excess of eight hours on any single shift within a 24-hour period or in excess of 40 hours in any single week. In addition, Guardian Eagle shall bill Client at the overtime rate for the time any Security Officer is required to appear in court or at a deposition as a witness as a result of an occurrence on the Premises. In addition, Client shall be billed for any parking charges and the travel time to and from a court appearance or deposition. The latter shall be at the base hourly rate.
5.3. The holiday rate set forth in the Schedule of Security Services and Equipment attached hereto is for services provided by each Security Officer on any of the following days: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
6. Property
6.1. Client acknowledges and agrees that this Agreement is for the providing of services only, that all equipment furnished by Guardian Eagle pursuant to this Agreement shall be for the use of Guardian Eagle’s personnel, that title and possession of such equipment shall remain in Guardian Eagle at all times, and that the personnel of Guardian Eagle may enter onto and into the Premises at any time for the purpose of removing any or all such equipment. Removal of any or all such equipment shall be without prejudice to the rights of Guardian Eagle to all amounts due under this Agreement.
7. Personnel
7.1. Client agrees not to employ, directly or indirectly, any person who has been employed by Guardian Eagle within one hundred and eighty (180) days following the last day Guardian Eagle employed such person. In the event Client breaches this provision, then, in addition to any and all other remedies to which Guardian Eagle shall be entitled, Client agrees to pay Guardian Eagle forthwith the sum of five thousand dollars ($5000.00) per person to cover Guardian Eagle’s recruitment, screening and training costs.
8. Protective Clothing
8.1. Unless otherwise requested by Client, Client understands that Security Officers shall be equipped with uniforms and apparel that are conventional wearing apparel only, and that the rates and charges as set forth under Schedule of Security Services and Equipment attached hereto are based upon Security Officers being equipped with conventional wearing apparel. Uniforms and apparel are not designed as protective clothing, are not flame retardant or acid resistant, and do not provide barrier protection for chemicals or other hazardous materials.
9. Additional Personnel
9.1. If additional personnel/coverage is desired by Client after the effective date of this Agreement, Guardian Eagle reserves the right to increase the rates to be charged for such additional personnel/coverage from the rates set forth under Schedule of Security Services and Equipment attached hereto.
10. Limits of Liability
10.1. Client acknowledges that Guardian Eagle is not an insurer, and that the security services provided hereby do not constitute maximum security. The security services are intended to act only as a deterrent and to provide only a degree of security to carry out the written operating procedures or Post Orders. The amounts payable to Guardian Eagle under this agreement are not based upon the value of the Client’s property, nor the property of others located in or about the Premises. The services provided under this agreement are solely for the benefit of Client and neither this Agreement nor any services rendered hereunder shall create or be deemed to create any rights in any other party as a third party beneficiary. Client agrees to indemnify and hold Guardian Eagle harmless against any and all claims by such third parties. Guardian Eagle shall maintain Workers’ Compensation Insurance covering its Security Officers and other personnel engaged in the furnishing of services under this Agreement. In addition, Guardian Eagle shall maintain for its own protection Comprehensive General Liability and Automobile coverage.
10.2. Guardian Eagle shall not be liable for any claim, demand or liability resulting in whole or in part from any negligent or willful act of Client, or any of Client’s employees, officers, directors or representatives.
11. Terminations are Rights
11.1. If Client shall fail to pay any amount hereunder within thirty (30) days after the same is due and payable, or if Client shall fail to perform any other provision hereof within ten (10) days after Guardian Eagle shall have requested in writing the performance thereof or if any proceeding in bankruptcy, receivership of insolvency shall be commenced by or against Client or Client’s property, or if Client makes any assignment for the benefit of creditors, Guardian Eagle shall have the right, without prior notice to Client, immediately to terminate this Agreement and cease rendering all services to Client hereunder, and Guardian Eagle shall be entitled to recover the existing amount due from Client and all other sums Guardian Eagle may be entitled to under law, and shall be entitled to remove from the Premises any and all equipment furnished by Guardian Eagle located or installed thereon. Removal of any such equipment or the cessation of any such services supplied by Guardian Eagle shall not be a breach by Guardian Eagle of this Agreement or waiver by Guardian Eagle of any rights to damages or other rights.
11.2. Client agrees to pay Guardian Eagle the actual costs incurred by Guardian Eagle in collection of any amounts owed by Client, or in enforcing any other rights of Guardian Eagle hereunder, including, in the event Guardian Eagle institutes legal proceedings to collect such amounts or enforce such rights, the actual attorney’s fees and disbursements incurred in such proceedings.
11.3. Guardian Eagle assumes no liability for delay or interruption of the services of any personnel of Guardian Eagle due to strikes, riots, floods, fires, earthquakes, acts of the public enemy, terrorism or any cause beyond the control of Guardian Eagle, or any act of God or matter of force majeure.
11.4. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled at arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Such arbitration shall take place in Los Angeles, California. Any party hereto may obtain any provisional remedy, including but not limited to an attachment or injunctive relief in any court of competent jurisdiction, without waiving the right to arbitration.
11.5. In the event any of the terms or provisions of this Agreement shall be invalid or inoperative, all of the remaining terms and provisions shall remain in full force and effect.
11.6. This Agreement is intended by the parties as a final expression of their agreement and is a complete and exclusive statement of the terms thereof. This Agreement supersedes all prior representations, understandings, and agreements of the parties, and the parties rely upon the contents of this Agreement in executing it. This Agreement can only be modified by an agreement signed by the parties. No waiver of a breach of any term or condition of this Agreement shall be construed to be a waiver of any succeeding breach of any other term or condition of this Agreement.
11.7. This Agreement shall be governed by, and its terms construed in accordance with, the laws of the State of California. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be the original, and all of which together shall constitute one and the same instrument.
11.8. This Agreement contains no implied terms. Nothing herein shall be deemed to be for the benefit of any person or entity not a party hereto.
11.9. Any notices, demands or other communications required or desired to be given hereunder by any party hereto shall be in writing and shall be deemed to have been given if delivered personally, if delivered by a reputable overnight courier, or, if sent by registered or certified mail, return receipt requested, or deposited in postage prepaid, to the party at the address set forth below.
11.10. Neither this Agreement nor any rights or obligations under this Agreement may be assigned by Client without the prior written consent of Guardian Eagle.
