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HomeMy WebLinkAboutSECURITAS SECURITY SERVICES Local Company Office Information Street 1951 Bishop Lane Suite 205 Contract#:2100032781 City,State,Zip:Douisviile KY 40218 SECURITY SERVICES AGREEMENT("Agreement')between Phone:502-459-0496 Fax:502-959-5825 City of Jeffersonville Indiana Parks and Ric Dept ("Client') Office ID 8:47121 and Securitas Security Services USA,Inc,('Company')is dated as of Mav 10 ,2017("Effective Date'),and the parties agree as follows: Client Service Address Client Billing and Notification Address Name:City of effersonville,-Jeffersonville River5taoe Name:City of Jeffersonville.Indiana Street:100 West Riverside Drive Street:55QQ Quartermaster Ci City,State,Zip:Jeffersonville.IN 47130 City,State,Zip:Jeffersonville,IN 47130 Contact Name/Title:Sara Simpson Contact NameMfle:Sara Simpson-Special Events Director Phone:502468-1751 Fax:812.285-6481 Phone:502468-1751 Fax:812-265-6481 For services("Services")provided by Company,Client will pay the Service Fee below,plus all applicable(i)sales,use and similar taxes,(ii)interest,and(iii)penalties. Services are as speared(1)In any agreed-upon post orders or scope of work(collectively,"Scope of Work'),and(ii)below. ®On-Site Guarding(HPW: Temo ) E Remote Guarding L]Mobile Guarding(Patrol) ❑Mobile Guarding(Alarm Response) Description of Services/Equipment:Uniformed Security Officer Services. Coverage hours. Duties to include but not limited to:Access control,Pro-active identification of security& safety concerns,provide detailed and accurate reports of events(Incident reports,only per client),active management support and maintenance of proper training,staffing,regulatory and billing requirements.Service Address:100 West Riverside or. Jeffersonville,IN 47130 as follows: Friday,June 2 6:30PM-11PM 4 Staff Friday,June 9 6:30PM-11PM 2 Staff Friday,June 16 6:30PM-11PM 2 Staff Friday,June 23 6:30PM-11 PM 2 Staff Saturday,June 24 5:00PM-11 PM 4 Staff Friday,June 30 6:30PM-11PM 2 Staff Friday,July? 6:30PM-11PM 2 Staff Friday,Julyl4 6:30PM-11PM 2 Staff Friday,July21 6:30PM-11 PM 2 Staff Friday,Aug 4 6:30PM-11PM 2Staff Friday,Aug 11 6:30PM-11PM 2 Staff Friday,Aug 18 6:30PM-11PM 2 Staff Friday,Aug 25 6:30PM-11 PM 2 Staff Service Fee(billed weekly):$22.00/hour per officer If no Service Fee is indicated,the Service Fee will be considered any rates or fees to be paid by Client for Services,including,without limitation,hourly rates,fees for vehicles and equipment,etc. The Service Fee does not Include coverage for labor disputes,civil disorder,national disaster,or other similar emergency situations. Also,higher overtime rates will apply to the following:all work according to applicable laws and regulations;extended shifts or hours performed at the request of Client;additional personnel or hours requested by Client with less than 72 hours'notice,but only for the first 72 hours;additional personnel or hours requested by Client for special occasions or temporary or short durations;and work on New Year's Day,Martin Luther King Day,Presidents'Day,Memorial Day,Independence Day,Labor Day,Thanksgiving Day,the Friday After Thanksgiving,and Christmas Day. Additional Information: TERMS AND CONDITIONS 1. DEFINITIONS:"In writing'or*written document'means any written communication which has been signed by a person authorized to represent the party,Including,without limitation, printed documents,facsimiles, e-mails and other electronic means of communication;'Loss"means all suits, claims, losses, damages and expenses (including,without limitation, investigative costs,reasonable attorneys'fees and costs of suit)arising from all events or circumstances related to or in connection with the same general condition;'Site'means all premises where Services are performed under this Agreement;"Remote Guarding"means guarding and related services conducted from a remote location using electronic security equipment,including,without limitation,video and voice communication equipment. 2. TERM&TERMINATION:(a)This Agreement will commence upon the Effective Date and continue unlit terminated by either party. Either party may terminate this Agreement at any time,without cause or penalty,upon 2 days'prior written notice to the other party. Either party may also terminate this Agreement for good cause upon 5 days'prior written notice to the other party. "Good cause"for Company will include,without limitation,the following:(i)any material or persistent minor breach by Client of this Agreement;(Ii)cancellation of or material change to any of Company's insurance coverage relevant to this Agreement;(ill)a change in applicable laws or regulations that has a material effect on,or causes a material change to, the Services;(iv)any act or omission of Client which,in Company's reasonable opinion,brings or may bring Company's business or reputation into disrepute;or(v)Client or the Services becoming subject to economic or trade sanctions. Client will be responsible for payment for all Services rendered through the termination date. (b)If Services include Remote Guarding,instead of Client's rights of termination in Section 2(a),Client may only terminate this Agreement upon 90 days'prior written notice to Company. Company's rights of termination in Section 2(a)remain unchanged, (c)If Client terminates this Agreement for any reason,Client will pay for any unamortized costs related to any equipment used in connection with Services. 3. SCOPE OF SERVICES;PERSONNEL: (a)Company will only provide Services specified in this Agreement or the Scope of Work,which Is Incorporated into this Agreement by reference. Company will not be obligated to perform,and will bear no responsibility for,any Services or duties performed that are not expressly specified in this Agreement. Company does not accept overall responsibility for security at the Site,and Company is not engaged as a security consultant. (b)Company may use contractors or vendors to provide some or all of the Services. If Company(or a contractor or vendor of Company)provides or installs any equipment in connection with the Services,all the equipment is for Company's use only. Company is not selling or teasing any of the equipment to Client;the equipment will always be Company property. Company will be provided with reasonable time and access to remove all Its equipment upon termination of this Agreement. (c)Company is an independent contractor,and nothing in this Agreement creates a partnership or re!atlonship of principal/agent or employer/employee. Personnel providing the Services are employees of Company or its contractors(Company may use contractors to provide some or all of the Services). Company may change such personnel at any time. Client may reasonably request changes in such personnel for lawful reasons, If Company makes Client's requested changes,Client will be solely responsible for,and will defend and indemnify Company against,any Loss arising from such changes. (d)If Client employs,directly or indirectly,any Company employee formerly assigned to the Site within one year from the last date on which the Company employee was employed by Company,Client will reimburse Company$2,500 per Company employee for costs In connection with recruitment,screening,training,etc. SSA—(1116) Page 1 of 2 0 2016 Securitas Security Services USA,Inc. (e)If Services include Remote Guarding,(i)neither Company nor its contractors will be responsible for any interruption or failure of power;(Ii)neither Company nor its contractors will be responsible for any faulty,failed,interrupted,circumvented,or compromised data transmissions;(iii)Client is responsible for the design,installation,repair and maintenance of its own monitoring equipment and systems("Monitoring System'); (iv)Company may,without penalty,modify, terminate or suspend Remote Guarding, shut down Client's Monitoring System,lock Client's panel,or render any monitoring equipment incapable of sending signals(1)it permitted,requested,or required to do so by any governmental authority,standards setting entity,or insurance interest,or(2)in Company's reasonable discretion;(v)Client is responsible for(1)providing and maintaining adequate lighting for all video equipment,and(2) ensuring Client's personnel and Monitoring System comply with all laws applicable to the use of video equipment;(vi)any Remote Guarding failure not caused by the negligence of Company or its contractors will not release Client from its obligations to pay any fees for Services;and(vii)any software, hardware,firmware, shareware,codes,information and documentation("Proprietary Information")associated with Remote Guarding are,and will remain,the property of Company or its contractors,as applicable,and any developments to the Proprietary Information will be the intellectual property of Company or its contractors,as applicable. Further,Client,on behalf of itself,its employees,agents and guests,grants consent to Company and its contractors to(i)intercept,record,retrieve,review,copy,disclose and use the contents of all transmissions received as part of Remote Guarding,and(ii)represent themselves as a security agent of Client and notify government agencies of suspicious or suspected criminal activities at the Site. 4. PAYMENT:(a)Invoices are payable 30 days from the date of the invoice,without any setoff,to the remittance address on the invoice.Client's failure to pay any amount when due will be a material breach by Client. A late charge of 1.5%per month will be added to balances not paid within 30 days of the date of the invoice. Client must notify Company in writing of any dispute regarding the amount of an invoice within 30 days from the invoice date;otherwise all disputes will be deemed waived. Client will bear all costs associated with Company receiving payments due for Services rendered under this Agreement. If Company must institute suit or collection services to collect amounts owed to Company,Client will pay Company's attorneys'fees and other costs of suit or collection. (b)In the event of payment delay. Company may suspend the performance of Services upon 10 days'prior written notice. Suspension will not release Client from any of its obligations under this Agreement. In case of non-payment based on Client liquidity problems,Company may condition continued performance on immediate cash payment for Services rendered(invoiced or not)or to be rendered. (c)Company may raise the Service Fee upon 30 days'prior written notice to account for any increases in(i)health care,benefit,or insurance costs,(ii)labor or fuel costs,(iii)costs arising from changes to laws,regulations,or insurance premiums,(iv)SUI or similar taxes,(v)contractor's rates,or(vi)any other taxes,fees,costs or charges related to the Services. 6. LIABILITY LIMITATION; INDEMNIFICATION: (a)The Service Fee is based upon the value of Services provided,not the value of the interests or property protected. Accordingly,Company makes no representation or warranty,express or Implied,that the Services will produce a result or prevent any loss or damage. Client agrees that the limitations of liability and Client's defense/indomnity obligations in Sections 5(c)-5(h)apply regardless of whether the Loss is alleged to arise,directly or indirectly,In whole or In part from the negligence(active or passive)or misconduct of Company,its employees or agents,Including that related to the hiring,training,supervision or retention of Company's employees or agents,and Sections 5(c)—6(h)apply in favor of Company's contractors and vendors. (b)Company will defend and indemnify Client against any Loss arising from the Services only to the extent the Loss Is caused by the negligence of Company,its employees or agents while acting within the scope of their duties and authority. Client will defend and indemnify Company against any Loss in connection with this Agreement only to the extent the Loss is caused by the negligence of Client,its employees or agents. (c)Notwithstanding Section 5(b),In no event will the total liability of Company and ifs Insurers forany Loss exceed$2,500. (d)Notwithstanding Section 5(b),Client will defend and Indemnify Company against any Loss to the extent the Loss exceeds$2,500. (e)Notwithstanding anything to the contrary in this Agreement,In no event will Company or its insurers be liable for any(i)environmental Loss,(11)punitive,special, exemplary,liquidated,indirect,or consequential Loss(Including,without limitation,loss of profits or business),(Iii)violent or armed action,or hi-lacking,(Iv)Loss arising from any remote or on-site cyber activity or event,(v)Injuries or deaths arising from any conditions of the Site,or(vf)Loss arising from or related to any circumstance beyond Company's reasonable control(including,without limftatlon,any failure on the part of Company's contractors or vendors,anyact of God or war,etc.). (f)Notwithstanding anything to the contrary in this Agreement in no event will either party or its Insurers be liable to the other party forany loss arising from or related to an act of terrorism.The parties Intend for this waiver to"flow down"to their respective contractors. (g)Notwithstanding anything to the contrary in this Agreement,if Company employees operate any vehicle other than one supplied by Company,Client will maintain Insurance for the vehicle and the insurance will be primary,and Client will defend and indemnity Company against any Loss arising out of Company's use of the vehicle. (h)Notwithstanding anything to the contrary In this Agreement,in no event will Company be responsible for any theft or other loss of property(including,without limitation,electronic data)not directly attributable to proven security officer thefts. In the event of allegation of security officer thefts, Client waives all right of recovery unless Company Is notified of the allegations within 10 days,Client fully cooperates with Company in the Investigation of the facts,Client presses formal charges,and a conviction Is obtained;however,if all the foregoing conditions are satisfied,all applicable limitations of!lability in this Agreement still apply. (1)Written notice of any Loss arising out of or relating to this Agreement must be received by Company within 30 days following the date of the occurrence giving rise to such Loss. No action to recover any Loss will be instituted or maintained against Company unless such notice is received by Company, No action to recover any Loss will be instituted or maintained against Company unless the action Is Instituted no later than 12 months following the date of the occurrence from which the Loss arises. (j)The Services are solely for the benefit of Client;neither this Agreement nor any Services confer any rights on any other party as a third-party beneficiary. 6. INSURANCE:Client will maintain insurance to protect Client against loss or damage to its premises,business and property,and others'property on Client's premises. Client(on behalf of itself and its insurers)waives all rights of subrogation against Company,its contractors and vendors,and their respective employees,agents and insurers. If Company provides any insurance coverage(additional insured or otherwise)for Client or any others,such insurance coverage will only cover Client and the others for liability specifically assumed by Company in this Agreement. As security for Client's defense and indemnity obligations In this Agreement,Client will name Company as an additional insured under Client's relevant insurance policies,and Client will provide Company with a certificate of insurance evidencing such coverage upon request. 7. FORCE MAJEURE:The following circumstances will be considered as grounds for relief if they delay or impede the performance of this Agreement:any circumstance beyond the reasonable control of a party such as fire,war,mobilization or military call up of a comparable scope,requisition,seizure,currency restrictions,insurrection and civil commotion,hi-jacking or an act of terrorism,shortage of transport,general shortage of materials or personnel, industrial disputes and defects or delays in deliveries by contractors caused by any such circumstance as referred to in this Section. The party desiring relief under this Section will Inform the other party by written notice without delay on the occurrence and on the cessation of such circumstance. If grounds for relief prevent Client from fulfilling its obligations,Client will reimburse Company for costs incurred in securing and protecting the Site.Client will also reimburse Company for costs incurred for personnel,contractors and equipment which,with the consent of Client,are held in readiness to resume the Services. 6. CLIENT'S COMMITMENT:Client represents that it(i)is not,and will never be, subject to economic or trade sanctions,and (ii)will at all times cooperate with Company to allow Company to provide the Services under the best possible conditions;such cooperation includes,without limitation,Client providing()a safe,healthy working environment for Company personnel in accordance with applicable laws and regulations,(ii)all relevant information,access and assistance that Company reasonably requires to perform the Services without interruption,including,without limitation,suitable office space and utilities,and(iii)prompt notice of anything that may affect Company's safety,risk or obligations under this Agreement or which may lead to an Increase in Company's costs of providing the Services. Any breach of this representation will be a material breach by Client. 9. SEVERABILITY:If any provision of this Agreement is held to be unenforceable,it will be modified to be enforceable to the maximum extent permitted under applicable law and all other terms will remain in full force. If the unenforceable provision cannot be so modified,it will be excluded from this Agreement,and all other terms of this Agreement will remain in full force. 10.PRECEDENCE:In the event that the different parts of this Agreement are conflicting,the written documents forming part of this Agreement will prevail in the following order:(i)this Agreement;(ii)the Scope of Work;and(iii)any other written documentation attached hereto. 11. NOTICES:All official notices will be in writing and made by overnight mail or certified mail,addressed to the other party at its address set forth in this Agreement or at such other address as the other party may have designated in writing. 12. ASSIGNMENT:Neither party will assign this Agreement without the other party's prior written consent,which will not be unreasonably withheld. However,upon 30 days'prior written notice to the other party,either party may assign this Agreement at any time to any of its affiliates,subsidiaries or successors. 13.LAW&JURISDICTION:(a)This Agreement will be governed by the law of the State in which the applicable Services are performed.The parties hereby submit to the jurisdiction of the courts of such State. All terms in this Agreement are only intended to apply to the maximum extent permitted by applicable law. (b)The Equal Opportunity requirements of 41 CFR§§60-1.4,60-300,6(a)and 60-741.6(a)are incorporated in this Agreement. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities,and prohibit discrimination against all Individuals based on their race,color, religion,sex,sexual orientation, gender identity or national origin. Moreover,these regulations require Company to take affirmative action to employ and advance in employment Individuals without regard to race,color,religion,sex,sexual orientation,gender Iden' national origin,protected veteran status or disability. 14.ENTIRE AGREEMENT:This Agreement,and anything attached to or incorporated into it,constitutes the e e a reement between the parties. Any representations,promises or agreements not embodied in this Agreement will not be enforceable. No Client contracts,purchase orders,yv6rk ord (s,or simii documents,regardless of when dated,will modify this Agreement. All changes to this Agreement will only be rbinding on a party if approved in writing by an auth razed repr enlative party. C 1 Scour! s Securl Servic USA, C. ! C rail I i By: By: Authorized Representative Autho zed Representative Printed NamelTille: Printe amerritle: CLIENT'S ATTENTION IS DIRECTED TO SECTION 5 LIABILITY ITATIOAIINDEMNIFICATION SSA—(1/16) Page 2 of 2 ©2016 Securitas Security Services USA,Inc. 9E Local Company Office Information Street:1951 Bishop Lane,Suite 205 Contract#:2100032781 City,State,Zip:Louisville KY 40218 SECURITY SERVICES AGREEMENT("Agreement")between Phone:502-459-0496 Fax:502-459-5825 City of Jeffersonville Indiana Parks and Rec Dept ("Client") Office ID#:47121 and Securitas Security Services USA,Inc.("Company")is dated as of May 18 ,2017("Effective Date'),and the parties agree as follows: Client Service Address Client Billing and Notification Address Name:City of Jeffersonville-Jeffersonville RiverStage Name:City of Jeffersonville Indiana Street:100 West Riverside Drive Street:500 Quartermaster Ct City,State,Zip:Jeffersonville,IN 47130 City,State,Zip:Jeffersonville IN 47130 Contact Name/Title:Sara Simpson Contact Name/Title:Sara Simpson-Special Events Director Phone:502-468-1751 Fax:812-285-6481 Phone:502-468-1751 Fax:812-285-6481 For services("Services")provided by Company,Client will pay the Service Fee below,plus all applicable(i)sales,use and similar taxes,(ii)interest,and(iii)penalties. Services are as specified(i)in any agreed-upon post orders or scope of work(collectively,"Scope of Work"),and(ii)below. ®On-Site Guarding(HPW: Temp ) ❑Remote Guarding ❑Mobile Guarding(Patrol) F1 Mobile Guarding(Alarm Response) Description of Services/Equipment: Uniformed Security Officer Services. Coverage hours. Duties to include but not limited to:Access control, Pro-active identification of security& safety concerns,provide detailed and accurate reports of events(Incident reports,only per client),active management support and maintenance of proper training,staffing,regulatory and billing requirements.Service Address:100 West Riverside Dr. Jeffersonville,IN 47130 as follows: Friday,June 2 6:30PM-11 PM 4 Staff Friday,June 9 6:30PM-11PM 2 Staff Friday,June 16 6:30PM-11PM 2 Staff Friday,June 23 6:30PM-11 PM 2 Staff Saturday,June 24 5:00PM-11 PM 4 Staff Friday,June 30 6:30PM-11 PM 2 Staff Friday,July 7 6:30PM-11 PM 2 Staff Friday,July14 6:30PM-11 PM 2 Staff Friday,July21 6:30PM-11 PM 2 Staff Friday,Aug 4 6:30PM-11 PM 2 Staff Friday,Aug 11 6:30PM-11 PM 2 Staff Friday,Aug 18 6:30PM-11 PM 2 Staff Friday,Aug 25 6:30PM-11 PM 2 Staff Service Fee(billed weekly):$22.00/hour per officer If no Service Fee is indicated,the Service Fee will be considered any rates or fees to be paid by Client for Services, including, without limitation, hourly rates,fees for vehicles and equipment,etc. The Service Fee does not include coverage for labor disputes,civil disorder, national disaster, or other similar emergency situations. Also, higher overtime rates will apply to the following:all work according to applicable laws and regulations,extended shifts or hours performed at the request of Client;additional personnel or hours requested by Client with less than 72 hours'notice,but only for the first 72 hours;additional personnel or hours requested by Client for special occasions or temporary or short durations;and work on New Year's Day,Martin Luther King Day,Presidents'Day,Memorial Day,Independence Day,Labor Day,Thanksgiving Day,the Friday After Thanksgiving,and Christmas Day. Additional Information: TERMS AND CONDITIONS 1. DEFINITIONS:"In writing"or"written document"means any written communication which has been signed by a person authorized to represent the party,including,without limitation, printed documents, facsimiles, e-mails and other electronic means of communication, "Loss" means all suits, claims, losses, damages and expenses (including, without limitation, investigative costs, reasonable attorneys'fees and costs of suit)arising from all events or circumstances related to or in connection with the same general condition;"Site'means all premises where Services are performed under this Agreement, "Remote Guarding" means guarding and related services conducted from a remote location using electronic security equipment,including,without limitation,video and voice communication equipment. 2. TERM&TERMINATION:(a)This Agreement will commence upon the Effective Date and continue until terminated by either party. Either party may terminate this Agreement at any time,without cause or penalty,upon 2 days'prior written notice to the other party. Either party may also terminate this Agreement for good cause upon 5 days'prior written notice to the other party. "Good cause"for Company will include,without limitation,the following:(i)any material or persistent minor breach by Client of this Agreement;(ii)cancellation of or material change to any of Company's insurance coverage relevant to this Agreement;(iii)a change in applicable laws or regulations that has a material effect on,or causes a material change to, the Services;(iv)any act or omission of Client which,in Company's reasonable opinion,brings or may bring Company's business or reputation into disrepute;or(v)Client or the Services becoming subject to economic or trade sanctions. Client will be responsible for payment for all Services rendered through the termination date. (b) If Services include Remote Guarding, instead of Client's rights of termination in Section 2(a), Client may only terminate this Agreement upon 90 days' prior written notice to Company. Company's rights of termination in Section 2(a)remain unchanged. (c)If Client terminates this Agreement for any reason,Client will pay for any unamortized costs related to any equipment used in connection with Services. 3. SCOPE OF SERVICES; PERSONNEL: (a) Company will only provide Services specified in this Agreement or the Scope of Work, which is incorporated into this Agreement by reference. Company will not be obligated to perform,and will bear no responsibility for,any Services or duties performed that are not expressly specified in this Agreement. Company does not accept overall responsibility for security at the Site,and Company is not engaged as a security consultant. (b)Company may use contractors or vendors to provide some or all of the Services. If Company(or a contractor or vendor of Company) provides or installs any equipment in connection with the Services,all the equipment is for Company's use only. Company is not selling or leasing any of the equipment to Client, the equipment will always be Company property. Company will be provided with reasonable time and access to remove all its equipment upon termination of this Agreement. (c)Company is an independent contractor,and nothing in this Agreement creates a partnership or relationship of principal/agent or employer/employee. Personnel providing the Services are employees of Company or its contractors(Company may use contractors to provide some or all of the Services). Company may change such personnel at any time. Client may reasonably request changes in such personnel for lawful reasons. If Company makes Client's requested changes,Client will be solely responsible for,and will defend and indemnify Company against,any Loss arising from such changes. (d)If Client employs,directly or indirectly,any Company employee formerly assigned to the Site within one year from the last date on which the Company employee was employed by Company,Client will reimburse Company$2,500 per Company employee for costs in connection with recruitment,screening,training,etc. SSA—(1/16) Page 1 of 2 ©2016 Securitas Security Services USA,Inc. (e)If Services include Remote Guarding,(i)neither Company nor its contractors will be responsible for any interruption or failure of power;(ii)neither Company nor its contractors will be responsible for any faulty,failed,interrupted,circumvented,or compromised data transmissions;(iii)Client is responsible for the design,installation,repair and maintenance of its own monitoring equipment and systems ("Monitoring System"); (iv) Company may, without penalty, modify, terminate or suspend Remote Guarding, shut down Client's Monitoring System,lock Client's panel,or render any monitoring equipment incapable of sending signals(1)if permitted, requested,or required to do so by any governmental authority,standards setting entity,or insurance interest,or(2)in Company's reasonable discretion;(v)Client is responsible for(1)providing and maintaining adequate lighting for all video equipment,and(2) ensuring Client's personnel and Monitoring System comply with all laws applicable to the use of video equipment; (vi)any Remote Guarding failure not caused by the negligence of Company or its contractors will not release Client from its obligations to pay any fees for Services; and (vii) any software, hardware, firmware, shareware, codes, information and documentation("Proprietary Information")associated with Remote Guarding are,and will remain,the property of Company or its contractors,as applicable,and any developments to the Proprietary Information will be the intellectual property of Company or its contractors,as applicable. Further,Client,on behalf of itself,its employees,agents and guests,grants consent to Company and its contractors to(i)intercept,record,retrieve, review,copy,disclose and use the contents of all transmissions received as partof Remote Guarding,and(ii)represent themselves as a security agent of Client and notify government agencies of suspicious or suspected criminal activities at the Site. 4. PAYMENT:(a)Invoices are payable 30 days from the date of the invoice,without any setoff,to the remittance address on the invoice.Client's failure to pay any amount when due will be a material breach by Client. A late charge of 1.5%per month will be added to balances not paid within 30 days of the date of the invoice. Client must notify Company in writing of any dispute regarding the amount of an invoice within 30 days from the invoice date, otherwise all disputes will be deemed waived. Client will bear all costs associated with Company receiving payments due for Services rendered under this Agreement. If Company must institute suit or collection services to collect amounts owed to Company,Client will pay Company's attorneys'fees and other costs of suit or collection. (b) In the event of payment delay, Company may suspend the performance of Services upon 10 days' prior written notice. Suspension will not release Client from any of its obligations under this Agreement. In case of non-payment based on Client liquidity problems,Company may condition continued performance on immediate cash payment for Services rendered(invoiced or not)or to be rendered. (c)Company may raise the Service Fee upon 30 days'prior written notice to account for any increases in(i)health care,benefit,or insurance costs,(ii)labor or fuel costs,(iii)costs arising from changes to laws,regulations,or insurance premiums,(iv)SUI or similar taxes,(v)contractor's rates,or(vi)any other taxes,fees,costs or charges related to the Services. 5. LIABILITY LIMITATION; INDEMNIFICATION: (a) The Service Fee is based upon the value of Services provided, not the value of the interests or property protected. Accordingly,Company makes no representation or warranty,express or implied,that the Services will produce a result or prevent any loss or damage. Client agrees that the limitations of liability and Client's defense/indemnity obligations in Sections 5(c)-5(h)apply regardless of whether the Loss is alleged to arise,directly or indirectly,in whole or in part,from the negligence(active or passive)or misconduct of Company,its employees or agents,including that related to the hiring,training,supervision or retention of Company's employees or agents,and Sections 5(c)—5(h)apply in favor of Company's contractors and vendors. (b)Company will defend and indemnify Client against any Loss arising from the Services only to the extent the Loss is caused by the negligence of Company, its employees or agents while acting within the scope of their duties and authority. Client will defend and indemnify Company against any Loss in connection with this Agreement only to the extent the Loss is caused by the negligence of Client,its employees or agents. (c)Notwithstanding Section 5(b),in no event will the total liability of Company and its insurers forany Loss exceed$2,500. (d)Notwithstanding Section 5(b),Client will defend and indemnify Company against any Loss to the extent the Loss exceeds$2,500. (e)Notwithstanding anything to the contrary in this Agreement,in no event will Company or its insurers be liable for any(i)environmental Loss,(ii)punitive,special, exemplary,liquidated,indirect, or consequential Loss(including, without limitation,loss of profits or business), (iii)violent or armed action,or hi jacking,(iv)Loss arising from any remote or on-site cyber activity or event, (v)injuries or deaths arising from any conditions of the Site, or(vi)Loss arising from or related to any circumstance beyond Company's reasonable control(including,without limitation,any failure on the part of Company's contractors or vendors,any act of God or war,etc.). (f)Notwithstanding anything to the contrary in this Agreement,in no event will either party or its insurers be liable to the other party for any Loss arising from or related to an act of terrorism.The parties intend for this waiver to"flow down"to their respective contractors. (g)Notwithstanding anything to the contrary in this Agreement,if Company employees operate any vehicle other than one supplied by Company, Client will maintain insurance for the vehicle and the insurance will be primary,and Client will defend and indemnify Company against any Loss arising out of Company's use of the vehicle. (h)Notwithstanding anything to the contrary in this Agreement, in no event will Company be responsible for any theft or other loss of properly(including, without limitation,electronic data)not directly attributable to proven security officer thefts. In the event of allegation of security officer thefts, Client waives all right of recovery unless Company is notified of the allegations within 10 days, Client fully cooperates with Company in the investigation of the facts, Client presses formal charges,and a conviction is obtained,however,if all the foregoing conditions are satisfied,all applicable limitations of liability in this Agreement still apply. (i)Written notice of any Loss arising out of or relating to this Agreement must be received by Company within 30 days following the date of the occurrence giving rise to such Loss. No action to recover any Loss will be instituted or maintained against Company unless such notice is received by Company. No action to recover any Loss will be instituted or maintained against Company unless the action is instituted no later than 12 months following the date of the occurrence from which the Loss arises. (j)The Services are solely for the benefit of Client;neither this Agreement nor any Services confer any rights on any other party as a third-party beneficiary. 6. INSURANCE: Client will maintain insurance to protect Client against loss or damage to its premises, business and property, and others' property on Client's premises. Client(on behalf of itself and its insurers)waives all rights of subrogation against Company,its contractors and vendors,and their respective employees,agents and insurers. If Company provides any insurance coverage (additional insured or otherwise)for Client or any others, such insurance coverage will only cover Client and the others for liability specifically assumed by Company in this Agreement. As security for Client's defense and indemnity obligations in this Agreement, Client will name Company as an additional insured under Client's relevant insurance policies,and Client will provide Company with a certificate of insurance evidencing such coverage upon request. 7. FORCE MAJEURE: The following circumstances will be considered as grounds for relief if they delay or impede the performance of this Agreement: any circumstance beyond the reasonable control of a party such as fire,war,mobilization or military call up of a comparable scope,requisition,seizure,currency restrictions,insurrection and civil commotion,hi-jacking or an act of terrorism, shortage of transport, general shortage of materials or personnel, industrial disputes and defects or delays in deliveries by contractors caused by any such circumstance as referred to in this Section. The party desiring relief under this Section will inform the other party by written notice without delay on the occurrence and on the cessation of such circumstance. If grounds for relief prevent Client from fulfilling its obligations,Client will reimburse Company for costs incurred in securing and protecting the Site.Client will also reimburse Company for costs incurred for personnel,contractors and equipment which,with the consent of Client,are held in readiness to resume the Services. 8. CLIENT'S COMMITMENT: Client represents that it(i)is not, and will never be, subject to economic or trade sanctions, and (ii)will at all times cooperate with Company to allow Company to provide the Services under the best possible conditions;such cooperation includes,without limitation,Client providing(i)a safe,healthy working environment for Company personnel in accordance with applicable laws and regulations, (ii)all relevant information, access and assistance that Company reasonably requires to perform the Services without interruption,including,without limitation,suitable office space and utilities,and(iii)prompt notice of anything that may affect Company's safety,risk or obligations under this Agreement or which may lead to an increase in Company's costs of providing the Services. Any breach of this representation will be a material breach by Client. 9. SEVERABILITY:If any provision of this Agreement is held to be unenforceable,it will be modified to be enforceable to the maximum extent permitted under applicable law and all other terms will remain in full force. If the unenforceable provision cannot be so modified,it will be excluded from this Agreement,and all other terms of this Agreement will remain in full force. 10.PRECEDENCE: In the event that the different parts of this Agreement are conflicting,the written documents forming part of this Agreement will prevail in the following order:(i)this Agreement;(ii)the Scope of Work;and(iii)any other written documentation attached hereto. 11. NOTICES:All official notices will be in writing and made by overnight mail or certified mail, addressed to the other party at its address set forth in this Agreement or at such other address as the other party may have designated in writing. 12. ASSIGNMENT:Neither party will assign this Agreement without the other party's prior written consent,which will not be unreasonably withheld. However,upon 30 days'prior written notice to the other party,either party may assign this Agreement at any time to any of its affiliates,subsidiaries or successors. 13. LAW&JURISDICTION:(a)This Agreement will be governed by the law of the State in which the applicable Services are performed The parties hereby submit to the jurisdiction of the courts of such State. All terms in this Agreement are only intended to apply to the maximum extent permitted by applicable law. (b)The Equal Opportunity requirements of 41 CFR§§60-1.4,60-300.5(a)and 60-741.5(a)are incorporated in this Agreement. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities,and prohibit discrimination against all individuals based on their race, color, religion,sex, sexual orientation, gender identity or national origin. Moreover, these regulations require Company to take affirmative action to employ and advance in employment individuals without regard to race,color,religion,sex,sexual orientation,gender identity,national origin,protected veteran status or disability. 14. ENTIRE AGREEMENT:This Agreement,and anything attached to or incorporated into it, constitutes the entire agreement between the parties. Any representations, promises or agreements not embodied in this Agreement will not be enforceable. No Client contracts,purchase orders,work orders,or similar documents,regardless of when dated,will modify this Agreement. All changes to this Agreement will only bebinding on a party if approved in writing by an authorized representative of that party. C � Securitas Security Services USA,Inc. C nt By: By: Authorized Representative Authorized Representative Printed Name/Title: �J\—)421� S Printed Name/Title: CLIENT'S ATTENTION IS DIRECTED TO SECTION 5—LIABILITY LIMITATION;INDEMNIFICATION SSA—(1/16) Page 2 of 2 0 2016 Securitas Security Services USA,Inc.