Security Service Agreement
THIS AGREEMENT (which together with the Exhibits and other documents referred to herein constitutes the “Agreement”) is entered into and made effective as of by and between:
U.S. Protective Services, Inc d/b/a Task Force Protection Bureau with offices at 2214 Wrightsville AvenueSuite BWilmington, North Carolina 28403United States(hereafter “Task Force Protection Bureau”) and with offices at (hereafter “Client”)
WHEREAS, Task Force Protection Bureau has represented that it is skilled and professional in the providing of various guard services to support security guard services, directly and through third-party contractors throughout the United States; and
WHEREAS, in reliance on Task Force Protection Bureau’s representations and in order to fulfill certain of Client contractual obligations, Client desires that Task Force Protection Bureau provide, on an exclusive basis, certain services, as more fully described elsewhere herein either directly or through third-party contractors throughout the United States.
NOW THEREFORE, in consideration of the above and other good and valuable consideration, the sufficiency of which is acknowledged, Task Force Protection Bureau and Client agree as follows:
1) Services. Task Force Protection Bureau shall, at its expense and solely for the compensation set forth in Exhibit 1, provide and employ the necessary services, equipment, facilities, personnel, contractors and other means necessary for the expeditious and efficient supply and performance of the various services and ancillary goods, if any, specified in Exhibit 2 (the “Services”). All Services shall be provided in a first class and professional manner consistent with the best and highest industry practice.
2) Training and Certification. Task Force Protection Bureau shall provide employees who are recognized by the state to provide security guard services. Task Force Protection Bureau shall not allow any Task Force Protection Bureau employee who is not certified to provide security guard services.
3) Contractor. In the event that Task Force Protection Bureau utilizes a Contractor to provide services as described in Exhibit 2, Contractor shall be in compliance will all applicable Local, State and Federal Laws, including, but not limited to, Licensing, Insurance and Labor Laws.
4) Invoices, Payment. Task Force Protection Bureau shall provide to Client, on a monthly basis, an invoice for patrol services to be performed in the following month and, on a weekly basis, an invoice for all other services performed in the preceding week. Client shall pay such invoices within of receipt of a correct invoice, unless, and then to the limited extent an invoice item is disputed, in writing, within ten (10) business days. If the invoice is not disputed within the time frame specified in this agreement, Task Force Protection Bureau will consider the invoice true and accurate. If payment is not received by the due date, a five percent (5%) late fee will apply.
5) Independent Contractor, Equal Opportunity. The parties acknowledge that Task Force Protection Bureau is an independent contractor and that neither Task Force Protection Bureau nor its employees will participate in or be entitled to any benefits under Client benefits programs now existing or hereafter created, including, without limitation, pension plans, profit sharing plans, medical, life and accidental death insurance plans. The employees of Task Force Protection Bureau directed to work in fulfillment of this Agreement shall at all times remain employees of Task Force Protection Bureau, which shall be solely responsible for payment of each employee’s benefits and entire compensation, including employment taxes, workmen’s compensation, and any similar taxes and requirements associated with employment.
6) Term. This agreement shall commence on and shall remain in full force and effect until . If Client continues to utilize Task Force Protection Bureau beyond , this agreement will continue to be in full force and effect on a month-to-month basis.
7) Insurance. Throughout the term of this Agreement, Task Force Protection Bureau shall maintain various insurance coverage specified in Exhibit 3. All such insurance shall be placed with companies licensed to issue insurance policies and meeting the requirements of Client and no cancellation or material changes in the policy shall become effective except upon thirty (30) days prior written notice thereof to Client. Prior to the commencement of Services, Task Force Protection Bureau shall furnish certificates to Client, evidencing that the insurance policy provisions required hereunder are in force. Task Force Protection Bureau shall provide copies of the policies to Client upon request. The presence or absence of insurance shall not affect or determine the liabilities of the parties and Task Force Protection Bureau shall independently determine if greater levels of insurance are appropriate to Task Force Protection Bureau needs. As between Task Force Protection Bureau and Client, any and all deductibles or self-insured retention specified in, or required by, the above-described insurance policies shall be assumed by and for the sole account of Task Force Protection Bureau. If Client requests additional coverage above our standard insurance, Client will be responsible for the additional cost. Coverage will include as an additional insured.8) Confidentiality, Publicity. All business material, information, and schedules which have or will come into possession or knowledge of Task Force Protection Bureau about Client shall be treated as being confidential and shall not be disclosed to others except with advance written consent of Client. Task Force Protection Bureau shall not use any such information other than to the limited extent necessary for the performance of this Agreement. Task Force Protection Bureau shall not, nor shall it permit its employees, agents or representatives to refer, either directly or indirectly to Client in any advertising or other published material without the prior consent of Client. This paragraph does not apply to any recognized law enforcement agency or its employees in the United States while acting in their official capacity.
9) Termination. Either party may elect, without prejudice to any other rights or remedies, to terminate this Agreement at any time if the other party fails to perform any obligation due under this agreement and such failure has been identified and communicated in detail to the other party by written notice and such failure has not been remedied with thirty (30) days after such communication has been given to the other party. Should ownership materially change in any way, the person, firm and/or corporation who assumes responsibility shall be fully liable and responsible in accordance with this agreement.
10) Force Majeure. Task Force Protection Bureau shall not be considered in default if the performance of its obligations under this Agreement is delayed to the extent that such delayed performance is the result of acts of God, war, civil commotion, governmental action, fire, storms, floods, explosion, strikes, walkouts, other industrial disturbances or any other cause that is beyond its reasonable control. Reasonable control will be defined as instances and situations in which the guard cannot respond within the contractual time due to causes that the guard did not attribute to (not limited to but including traffic, detours and geographical constraints).
11) Indemnification. Task Force Protection Bureau shall indemnify and hold harmless and the officers, directors, agents and employees of each of them (each of whom is an “Indemnitee”), from any and all loss, cost, suit, damage and expense, including attorney’s fees and other expenses of litigation, arising out of, or resulting from, in whole or in part, the performance or non-performance of the duties of Task Force Protection Bureau hereunder, or the negligent or intentional acts of Task Force Protection Bureau, its officers, directors, agents, subcontractors and employees of any of them, excluding however the gross negligence or willful misconduct of the indemnities. The indemnified party shall be able to participate in the defense of any claim or lawsuit.
12) Non-Solicitation and No Hire of Security Personnel. Client acknowledges the time, effort, research and cost incurred by Task Force Protection Bureau in the employment of its own security personnel (collectively, “Task Force Employees,” singularly, “Task Force Employee”) and in the establishment of its personnel network of direct independent contractor security service providers (collectively, “Task Force Contractors”; singularly, “Task Force Contractor”). Client further acknowledges the extreme harm and damage that Task Force Protection Bureau would suffer because of the solicitation, direct employment or engagement of Task Force Employees or of Task Force Contractors by the Client.
Thus, Client, its officers, directors, employees, affiliates, agents and assigns agree not to solicit, engage or employ any Task Force Protection Bureau Employee who provides Security Services for Task Force Protection Bureau or has provided Security Services for Task Force Protection Bureau for a period of one year from the date of termination of this Agreement.
13) Amendment to Agreement. This Agreement may be amended or modified only by a written instrument executed by both Task Force Protection Bureau and the Client.14) Governing Law Jurisdiction and Venue. This Agreement shall be governed under and by the laws of the State of North Carolina. The exclusive jurisdiction or any formal proceedings brought in connection with any dispute between the Parties arising out of or relating to this Agreement shall be the State or Superior Courts of New Hanover County, North Carolina and the Parties hereto each consent to personal jurisdiction in said courts in connection with the same.
15) Notices. Any notice or other communication hereunder must be in writing to be effective and shall be deemed to have been given when personally or by reputable overnight courier delivered to Task Force Protection Bureau or Client or, if mailed, on the third day after it is enclosed in an envelope and sent certified mail/return receipt requested in the United States mail. Either party may from time to time change its address for notification purposes by giving the other party written notice of the new address and the date upon which it will become effective.
The address for notice to Task Force Protection Bureau is:2214 Wrightsville AvenueSuite BWilmington, North Carolina 28403United States
The address for notice to is:
Exhibit 1 to Security Service Agreement
Task Force Protection Bureau will provide, via subcontracting or direct personnel, licensed security officers in approved attired in a well kempt and well-groomed manner at the locations requested in accordance with clients scheduling instructions as requested. Client shall have the right at any time to increase or decrease scheduled hours per their needs. If scheduled hours decrease more than 25% or more from the originally agreed scheduled hours, the agreed upon rate will increase by 5%
Task Force Protection Bureau and agree upon the following pricing schedule: has requested Task Force Protection Bureau to provide the above services based on the following schedule:
Temporary service is defined as short term (30 days or less) assignment and emergency service is defined as less than 24 hours' notice is given to Task Force Protection Bureau for an assignment. Rate(s) for emergency or temporary services will be on a case by case basis and discussed with Client upon request. Cancellation of services within twelve (12) hours will be charged at a four (4) hour minimum at the applicable rate for the service requested.
In the event Client utilizes Task Force Protection Bureau on any of the six (6) major Holidays listed below, Task Force Protection Bureau will invoice Client at time and one half. The six Holidays are as follows: New Year’s Day, Labor Day, Independence Day, Memorial Day, Thanksgiving Day, Easter Day and Christmas Day. The Holiday rate will be time and a half per hour.
Exhibit 2 to Security Services Agreement
Exhibit 3 to Security Services Agreement
Task Force Protection Bureau shall not be liable for any claim for indemnification to the extent arising from the negligent act or willful misconduct of the Client, including but not limited to the violation of any federal, state, or local laws by the Client.
Task Force Protection Bureau represents that it has and shall maintain throughout the term of this Agreement the following standard business insurance, all of which is written by insurance carriers licensed to do business in the applicable states where Security Services are provided and will have a current A.M. Best Rating of “A” or better
Throughout the term of this Agreement Task Force Protection Bureau will maintain the following insurances:
In addition to evidence of insurance coverage, the following information is required to be on file with Task Force Protection Bureau for each employee and/or individual pertaining to the contract agreement
Certificates of Insurance showing compliance with the above mentioned requirements should be furnished to Client by Task Force Protection Bureau prior to initiation of services and throughout the term of the contract agreement. These certificates should state that the policy or policies evidenced will not be canceled or manually altered without thirty (30) days written notice to Client.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day and year first above written.
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Signed by Steven Corbin (on behalf of Task Force Protection Bureau)
Signed On: May 28, 2021
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Document Name: Security Service Agreement
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