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EXHIBIT 10.13
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.
SECURITY SERVICES AGREEMENT
XXXXXXXXXXX Client's Service Address: National Service Agreement
SECURITY, INC. Please See Attached Exhibits
0000 Xxxxx Xxxxxx Xxxxx Telephone Number: (000) 000-0000
Xxxxxxx, Xxxxxxx 00000 Commencement of Services: June 1, 1996
Agreement dated as of March 12, 1997 between America Online Inc. having an
office at 00000 XXX Xxx, Xxxxxx XX 00000 (hereinafter called Client) and
Xxxxxxxxxxx Security, Inc. (hereinafter called Xxxxxxxxxxx).
Client desires to have Xxxxxxxxxxx furnish Client with uniformed or plainclothes
guards and/or other security personnel (hereinafter called Security Personnel)
with such equipment as shall be mutually agreed upon by Client and Xxxxxxxxxxx
on the terms and conditions in this Agreement. Accordingly, Client and
Xxxxxxxxxxx agree as follows:
SECURITY PERSONNEL
Xxxxxxxxxxx shall furnish Client with such Security Personnel at location or
locations from starting dates and times and during hours as specified with such
special equipment as radios, watch clocks, etc., as Xxxxxxxxxxx and Client shall
mutually agree upon in writing, as identified in the addendum and exhibits.
Uniformed Security Personnel shall be equipped with Xxxxxxxxxxx equipment and
badges.
RATES
Client agrees to pay Xxxxxxxxxxx the following rates plus all applicable sales,
use and/or similar taxes.
Please See Attached Exhibits For Site Specific Details of Hours of Coverage &
Rates
Holiday rates shall apply on all legally declared national, state or local
holidays as specified below. In addition, Client will pay Xxxxxxxxxxx OVERTIME
RATES for work requested by the client in excess of 12 hours per day, or 40
hours per week.
Please See Exhibits Section For Detail
RATE CHANGE
The rates quoted above will remain in effect until May 31, 1997. In the event
of any change in any federal, state or municipal legislation, regulation,
administrative ruling or collective bargaining agreement effecting any change in
work hours, pay rates, working conditions or the cost of performing this
Agreement, Xxxxxxxxxxx shall notify Client in writing of the change in the rates
to be charged Client the reason for the change, and the effective date of the
change.
INVOICES
Xxxxxxxxxxx will invoice Client bi-weekly or as soon as practicable. Invoices
will be mailed or delivered to such office as Client may direct and are payable
upon receipt without offset or abatement at the address specified on the
invoice. Any dispute or claim regarding the amount of an invoice or the
underlying services rendered must be sent in writing by the Client to
Xxxxxxxxxxx within seven days from the invoice date setting forth the nature of
any claims or disputes. Client must notify Xxxxxxxxxxx in writing within (15)
days from the invoice date, setting forth the specific items in dispute;
otherwise all disputes will be deemed waived. An interest rate at the lower of
1 1/2% per month or such lesser percentage as may be allowed to all invoices not
paid within thirty (30) days of the invoice date. Client agrees to pay
reasonable attorney and other fees which may be
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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.
incurred to collect any unpaid invoices. Billing rates charged Client shall be
adjusted to reflect any and all increases or decreases in the higher of federal
and state unemployment tax rates, worker's compensation costs, federal and state
minimum hourly wage rates and social security rates.
EMPLOYEES
Security personnel are employees of Xxxxxxxxxxx, an independent contractor and
Xxxxxxxxxxx will pay all wages and all applicable social security taxes,
unemployment taxes and any similar taxes.
HIRING RESTRICTIONS
Client acknowledges that in preparing to perform under this Agreement,
Xxxxxxxxxxx will incur substantial start-up costs and expenses including, but
not limited to, management time, general and administrative costs, and the
costs and expenses of recruiting, testing, hiring, training and supervising
Xxxxxxxxxxx personnel assigned to Client's location(s) under this Agreement.
Client therefore agrees that while this Agreement is in effect, and for one
year thereafter. (I) Client will not hire for their own employment any person
employed by Xxxxxxxxxxx in the performance of this Agreement. Recognizing the
costs incurred and exercise dedicated by Xxxxxxxxxxx in selecting, recruiting
and training its personnel, Client agrees to a payment of XXXXX dollars as
liquidated damages for each security officer employed directly or indirectly by
Client within one year after termination of this agreement.
LIMITS OF LIABILITY
Client acknowledges that Xxxxxxxxxxx is not an insurer. Xxxxxxxxxxx makes no
warranty, express or otherwise, that the services furnished shall avert or
prevent occurrences or consequences therefrom. The amounts payable to
Xxxxxxxxxxx under this Agreement are based upon the value of the services
rendered and are unrelated to the value of Client's property or the property of
others located in or about Client premises. The services provided under this
Agreement are solely for the benefit of the Client and neither this Agreement
nor any services rendered hereunder shall give rise to, or shall be deemed to or
construed so as to confer any rights on any other party as a third party
beneficiary or otherwise and Client agrees to indemnify Xxxxxxxxxxx against any
claims by such third parties.
Notwithstanding anything contrary herein Xxxxxxxxxxx shall not be liable to
Client for any injury (including death) to any person or for any property loss
or damage directly or indirectly resulting from the criminal wrongdoing of
Xxxxxxxxxxx'x employees or agents unless Xxxxxxxxxxx, its officers, employees or
agents may be found to have been negligent in the performance of its or their
duties.
The parties agree that due to the nature of the services to be rendered by
Xxxxxxxxxxx hereunder it is impracticable and extremely difficult to fix the
actual damages, if any, of Client arising out of Xxxxxxxxxxx'x performance or
failure to perform hereunder; that Xxxxxxxxxxx'x maximum liability to Client
arising out of or relating to this Agreement except when such damage is a result
of an act, negligence, fault, or omission of Xxxxxxxxxxx'x officers, employees
or agents or Xxxxxxxxxxx'x performance or non-performance of services for
Client, whether based on contract, tort, law, equity or otherwise, shall be
limited to Xxxxxxxxxxx'x total amount of fees paid when due by client within the
12 month period following the first commencement of services hereunder by
Xxxxxxxxxxx, as liquidated damages and not as a penalty, and this liability of
Xxxxxxxxxxx shall be exclusive. Parties on their own behalf and on behalf of
their insurers waives all rights of subrogation, except if arising from an act,
negligence, fault, or omission by the other party, officers, employees, or
agents. Xxxxxxxxxxx shall not be liable for failure to perform this Agreement
due to an "Act of God" or cause beyond Xxxxxxxxxxx'x control.
In the event Client requests Security Personnel to operate any vehicle other
than one supplied by Xxxxxxxxxxx, Client agrees to defend, indemnify and hold
Xxxxxxxxxxx harmless from any losses, suits, claims, damages and expenses which
may arise from the use of said vehicle, including claims
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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.
of passengers. Client hereby waives any and all rights of subrogation that any
insurer of Client may have against Xxxxxxxxxxx.
SERVICES
The services to be rendered under this Agreement shall be in conformity with
operating procedures, as identified in the post orders mutually agreed upon by
Client and Xxxxxxxxxxx in writing. If, at the request of Client, Security
Personnel are assigned duties other than those agreed to by Xxxxxxxxxxx, Client
shall assume complete responsibility for any and all liability arising
therefrom. Xxxxxxxxxxx will remove from service, as soon as a qualified
replacement is available, any Security Personnel who, in Client's opinion, are
not qualified to perform the work assigned. In the event any Security Personnel
are removed by Xxxxxxxxxxx at Client's request. Client agrees to indemnify and
hold Xxxxxxxxxxx harmless from all losses, suits, claims, damages and expenses
(including attorney fees and costs) that may arise therefrom,
TERM
This Agreement shall commence on the date specified above and shall continue in
effect:
xx until March 12, 2002.
In the event that services have been rendered for less than three (3) months,
Client shall give Xxxxxxxxxxx sixty (60) days prior written notice specifying
the date of termination.
Notwithstanding anything to the contrary herein, in the event Client desires to
cancel this Agreement due to Xxxxxxxxxxx'x poor performance, failure to perform
or other breach ("Default") of this Agreement, Client shall give written notice
to Xxxxxxxxxxx setting forth the nature of the default and Xxxxxxxxxxx shall
have thirty (30) days thereafter to cure. Upon completion of the thirty (30) day
period, in the event Xxxxxxxxxxx has failed to cure the Default and Client
desires to terminate service, the Client shall provide ten (10) days written
notice of cancellation to Xxxxxxxxxxx.
EQUAL OPPORTUNITY
Xxxxxxxxxxx is an equal opportunity employer and does not discriminate on the
basis of race, creed, color, sex or national origin.
RIGHT TO KNOW
Client shall provide all information and include Argenbright personnel in any
training necessary for full compliance with all applicable Federal and State
"Right to Know" laws and regulations.
DEFAULT
Xxxxxxxxxxx reserves the right to terminate this Agreement immediately upon
default by Client in the payment of any monies due hereunder; or if at any time
during the term of this Agreement there shall be filed by or against Client in
any court, pursuant to any statue, either of the United States, or of any state,
territory or possession, a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver to receive all or a portion
of Client's property; or if Client makes an assignment for the benefit of
creditors, or if the Client breaches any of the terms or obligations contained
in this Agreement.
AUTHORITY
This Agreement shall not become binding upon Xxxxxxxxxxx until executed by an
authorized manager or officer of Xxxxxxxxxxx.
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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE COMMISSION.
NON-WAIVER
Failure of Xxxxxxxxxxx or Client to enforce any of the provisions of this
Agreement, or any of its respective rights with respect thereto, or to exercise
any election herein provided, shall in no way be considered a waiver of such
provisions, rights or elections or in any way affect the validity of this
Agreement. The exercise by Xxxxxxxxxxx of any of its rights herein or any of its
elections under the terms or conditions herein shall not preclude or prejudice
Xxxxxxxxxxx from exercising the same of any other right it may have under this
Agreement.
ENTIRE AGREEMENT
This Agreement supersedes all previous agreements, oral or written, between
Xxxxxxxxxxx and Client, and represents the entire Agreement between the parties.
No other agreements or representations, oral or written have been made by
Xxxxxxxxxxx. This Agreement may not be altered, modified or amended, except in a
writing properly executed by an authorized representative of the party to be
charged. In the event Client issues any work authorization, work order or
purchase order to Xxxxxxxxxxx, Client agrees that only the terms and conditions
of this Agreement shall be binding unless said written modification change or
amendment is specifically agreed upon by Xxxxxxxxxxx in writing and signed by
Xxxxxxxxxxx'x authorized representative.
The provisions of this Agreement are severable and the invalidity or
ineffectiveness of any part thereof shall not affect or impair the validity and
effectiveness of remaining parts or provisions of this Agreement.
ASSIGNMENT
This Agreement is not assignable by Xxxxxxxxxxx and shall not be assignable by
Client without the prior written consent of Xxxxxxxxxxx.
NOTICE OF CLAIMS
Client shall give written notice to Xxxxxxxxxxx by certified mail, of any claim
or potential claim arising out of or relating to this Agreement within thirty
(30) days following the date of the occurrence giving rise to such claim. Such
notice shall contain sufficient information as to the time, place, nature and
extent of such claim or potential claim as will enable Xxxxxxxxxxx to be
properly advised and make a reasonable assessment thereof.
No action, suit or proceeding to recover any claim arising out of or relating to
this Agreement shall be instituted or maintained against Xxxxxxxxxxx by Client
or by anyone deriving its or their rights through Client unless written notice
of such claim shall have been given by Client to Xxxxxxxxxxx in the manner and
form set forth herein.
Unless specifically prohibited by law, no action, suit or proceeding to recover
for any claim arising out of or relating to this Agreement shall be instituted
or maintained by Client (or by anyone deriving its rights through Client)
against Xxxxxxxxxxx unless said action, suit or proceeding shall have been
instituted not later than twelve (12) months following the date of the
occurrence giving rise to such claim.
Client ---------------------------------------- XXXXXXXXXXX SECURITY, INC.
By: /s/ By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President & COO
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(Title) (Title)
0
XXXXXXXX
XXX XXXXXXXX XXXXXXX XXXXXXXXX
XXXXXXXXXXX, XXX XXXXXX
Client's Service Address: 0000 Xxxxxxxxx Xxxxxx XX
-------------------------
Xxxxxxxxxxx, XX 00000
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Date:
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Standard Overtime
Position Rate Rate
-------- -------- --------
XXX PWH Site Supervisor $XXXXX/hour $XXXXX/hour
XXX PWH Shift Supervisor $XXXXX/hour $XXXXX/hour
XXX PWH Security Officer $XXXXX/hour $XXXXX/hour
Holiday Site Supervisor Shift Supervisor Security Officer
------- --------------- ---------------- ----------------
New Year's Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Memorial Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Independence Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Labor Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Thanksgiving Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Christmas Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Client XXXXXXXXXXX SECURITY, INC.
-----------------------------------------
By: /S/ By: /S/ Xxxxxx X. Xxxxxx
------------------------------------------ -----------------------------------------
Xxxxxx X. Xxxxxx
President & COO
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(TITLE) (TITLE)
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EXHIBITS
AOL NATIONAL SERVICE AGREEMENT
TUCSON, ARIZONA
Client's Service Address: 0000 X. Xxxxxxxx Xxxxx
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Xxxxxx, XX 00000
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Date:
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Standard Overtime
Position Rate Rate
-------- -------- --------
XXX PWH Site Supervisor $XXXXX/hour $XXXXX/hour
XXX PWH Shift Supervisor $XXXXX/hour $XXXXX/hour
XXX PWH Security Officer $XXXXX/hour $XXXXX/hour
Holiday Site Supervisor Shift Supervisor Security Officer
------- --------------- ---------------- ----------------
New Year's Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Memorial Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Independence Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Labor Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Thanksgiving Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Christmas Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Client XXXXXXXXXXX SECURITY, INC.
-----------------------------------------
By: /s/ By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President & COO
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(Title) (Title)
0
XXXXXXXX
XXX XXXXXXXX XXXXXXX XXXXXXXXX
XXXXX, XXXX
Client's Service Address: 0000 Xxxxx Xxxxxx
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Xxxxx, XX 00000
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Date:
-------------------------
Standard Overtime
Position Rate Rate
-------- -------- --------
XXX PWH Site Supervisor $XXXXX/hour $XXXXX/hour
XXX PWH Shift Supervisor $XXXXX/hour $XXXXX/hour
XXX PWH Security Officer $XXXXX/hour $XXXXX/hour
Holiday Site Supervisor Shift Supervisor Security Officer
------- --------------- ---------------- ----------------
New Year's Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Memorial Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Independence Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Labor Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Thanksgiving Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Christmas Day $XXXXX/hour $XXXXX/hour $XXXXX/hour
Client XXXXXXXXXXX SECURITY, INC.
-----------------------------------------
By: /s/ By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President & COO
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(Title) (Title)
