Temporary Guard Contract
SECURITY SERVICES AGREEMENT The parties to this Service Agreement (the “Agreement") are EXECUTIVE SECURITY SYSTEMS, INC. OF AMERICA ("ESS") and Client ("Client"). For identification purposes, the date of this Agreement is the date it is signed by Client. The purpose of this Agreement is to set forth the terms and conditions under which ESS will provide certain services for Client. WHEREAS, the Client desires to have ESS furnish security services at one or more of its locations, upon the terms and subject to the conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Term; Termination. This Agreement shall take effect when signed by both parties. The actual provision of Services shall begin on the "Start Date" specified in the Request of Service. This Agreement will continue in effect until terminated by one of the parties in accordance with: (a) if the Scope of Services specifies a specific termination date, then this Agreement shall automatically terminate upon expiration of the "Initial Term" (defined as the period beginning on the Start Date and ending on the specified termination date or at the end of the specified number of hours) unless the Services consist of a specific project to be completed and no term of months or termination date is specified.The Agreement shall automatically terminate upon completion of the project. Scope of Security Services. ESS shall furnish security services to the property(ies) owned, leased, and or under the care, custody, and control of Client, which property is/are as defined by the Client. The nature of the security services ESS will provide to the Client are set forth in the exhibit(s) hereto which are expressly incorporated herein by reference. ESS hereby agrees to furnish uniformed officers to the Client at the Premises. ESS shall provide the officers with any equipment required to perform security services to the Client pursuant to this Agreement. ESS's officers assigned to the Premises will perform the services set forth in the exhibit(s) to this Agreement which are expressly incorporated herein by reference, as modified in writing by ESS and Client from time-to-time. Client and ESS will mutually agree on the post orders or performance guidelines applicable to services on the Premises. The officers will perform the duties assigned to them in accordance with applicable written post orders or guidelines, but shall be under the sole control and direction of ESS. The officers, while on duty, shall wear uniforms, present a neat and orderly appearance and shall perform their duties in a courteous and respectful manner. The officers are employees of ESS shall assume exclusive responsibility for the payment of wages to the officers. ESS is solely responsible for hiring, training, directing, supervising and controlling the officers. In the event the Client alters any instructions or directions given by ESS to the officers, or if the Client assumes any supervision of the officers, the Client will be in breach of this Agreement and, as such, will be solely liable for any and all consequences thereof. Recruitment and Training Expenses. Each officer assigned to the Premises has been recruited and trained at ESS's expense using methods and training programs developed by ESS. The Client hereby agrees that it would receive the benefits and ESS would suffer the loss of such recruiting and training expense if the Client hired any such officer. It is impractical or impossible to quantify with certainty the precise cost to ESS of recruiting and training each officer, but the sum of Five Thousand Dollars ($5,000.00) constitutes a reasonable approximation of such recruiting and training expense (the “Reimbursement Fee”). During the Term of this Agreement, and for a period of eighteen (18) months following the termination of this Agreement, the Client shall pay to ESS the Reimbursement Fee for each officer who is engaged by the Client or an agent of the Client, as a security officer or as one who supervises officers or security services at any location within the Area, if such officer performed any of the security services at the Premises during the eighteen (18) months preceding his/her engagement by the Client. “Area” shall mean the area circumscribed by a line drawn at a radius of twenty-five (25) miles from the Premises. Billing; Payment. In exchange for ESS's security services, the Client agrees to pay ESS in accordance with any exhibit(s) attached hereto which are expressly incorporated herein by reference. All invoices will be due and payable by Client after service is completed. Payments not received by ESS within fifteen (15) days from the date of the invoice shall accrue interest at the rate of three percent (3%) per month. The fees charged by ESS for the provision of security services pursuant to this Agreement are exclusive of any local, state or federal fees or taxes. ESS shall invoice Client for taxes as a separate, specified line item on the invoice. Payment of all such taxes is the sole responsibility of Client and Client shall remit to ESS all such taxes along with payment of each invoice for services issued. Client agrees to defend and indemnify ESS for any loss sustained by ESS in connection with the failure of Client to pay or the failure of ESS to collect from Client any fees or taxes applicable to the services provided hereunder. Insurance and Limitation of Liability. ESS shall maintain (i) workers compensation insurance with statutory limits, and (ii) comprehensive automobile liability, general liability, contractual liability and property damage insurance. ESS, however, is not an insurer of Client, the Premises, or other properties of the Client. The compensation set forth in the exhibit(s) attached hereto is based solely upon the value of ESS's security services and is not related in any way to the value of any real or personal property located on, in or around the Premises, whether belonging to Client or others. Attorney’s Fees. In any suit brought by ESS to enforce the terms of this Agreement, ESS will be entitled to recover its reasonable costs of enforcement, including without limitation, costs and reasonable attorneys’ fees incurred therein, in addition to any other relief granted. Duty to defend and indemnify. ESSI shall, to the extent authorized under the Constitution and the laws of the state of Texas, indemnify and hold Client, its officers, employees, agents, and affiliated companies, harmless from any adverse judgment awarded as a result of third-party Claims arising directly from (i) the negligent performance of Services, (ii) any breach of this Agreement, or (iii) any negligent act or omission by ESSI, its agents or employees, which are Proven against Client; provided, however, that ESSI shall not hold Client harmless from Claims arising out of the negligence or willful malfeasance of Client, its officers, agents, or employees, or any person or entity not subject to ESSI’s supervision or control. Client shall, to the extent authorized under the Constitution and the laws of the state of Texas, indemnify and hold ESSI, its officers, employees, agents, and affiliated companies, harmless from any adverse judgment awarded as a result of third-party Claims arising directly from (i) any breach of this Agreement, or (ii) any negligent act or omission by Client, its agents or employees, which are Proven against ESSI; provided, however, that Client shall not hold ESSI harmless from Claims arising out of the negligence or willful malfeasance of ESSI, its officers, agents, or employees, or any person or entity not subject to Client’s supervision or control. For purposes of this Section, “Claims” shall mean all claims, requests, accusations, allegations, assertions, complaints, petitions, demands, suits, actions, proceedings, and causes of action of every kind and description. For purposes of this section, “Proven” shall mean that a court of competent jurisdiction entered a final unappealable judgment on a third-party claim judging an entity or person liable for a monetary judgment. Jury Waiver. ESS AND CLIENT HEREBY BOTH WAIVE A TRIAL BY JURY OF ANY AND ALL ISSUES IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR IN ANY WAY TO THE RELATIONSHIP BETWEEN ESS AND CLIENT. Waiver of Breach. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of ESSI and Client and their respective successors, heirs, and legal representatives. Severability. In the event that any one or more of the provisions hereof shall for any reason be held to be invalid, illegal, or unenforceable, the same shall not invalidate or otherwise affect any of the other provisions of this Agreement. Entire Agreement. This Agreement is the entire agreement between the parties relating to their relationship, and it supersedes and extinguishes all prior and contemporaneous representations, negotiations, executed agreements, and understandings between them. This Agreement may not be amended or modified except in writing signed by a representative of ESS and a representative of Client authorized to sign on their behalf. Client’s Representations. Client acknowledges that it has read and understands this Agreement, that it is relying solely upon the contents of this writing in executing same, and that there are no other representations made by ESS whatsoever as an inducement to enter into this Agreement. ESS's Representations. ESS represents that it is licensed under the auspices, direction and supervision of the Texas Board of Private Investigators and Private Security Agencies, P.O. Box 13509, Capitol Station, Austin, Texas 78711. Choice of Law; Venue. This Agreement has been negotiated, entered into and is performable in, in whole or in part, in Tarrant County, Texas and shall be governed by and construed in accordance with the laws of Texas. Furthermore, this Agreement is performable, at least in part, in Tarrant County, Texas and therefore, any suit related to this Agreement shall be brought solely and exclusively in a court of competent jurisdiction in Tarrant County, Texas. Client’s Vehicles. In the event Client requests any ESS officer to operate any vehicle other than one supplied by ESS, Client agrees to indemnify ESS from and against any claim or liability arising out of use of such vehicle, including, without limitation, claims of passengers. Client solely waives any and all rights of subrogation that any insurer of Client may have against ESS. Inability to Perform Security Services. ESS shall not be liable for failure to perform, or for delay, interruption or cessation in the performance of the security services due to acts of god, strikes, lockouts, riots, acts of providence or governmental orders not within the control of ESS.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and the year first above written.