Security Services Agreement - Event
Special Operations Associates, Inc.
3405 Cambridge Street, Las Vegas, NV 89169
Phone: (702) 386-8065 Fax: (702) 386-9720
E-Mail:
EIN: 88-0268603
SECURITY SERVICES AGREEMENT - EVENT
THIS AGREEMENT entered on this 26th day of April 2013, by and between Screen Gems Productions, Inc.Planet Hollywood Resort and Casino, Executive Offices Mezzanine Floor, 3667 Las Vegas Blvd S, Las VegasNV 89109(“Cclient”) and Special Operations Associates, Inc., 3405 Cambridge Street, Las Vegas, NV. 89169 ("SOA").
WHEREAS, on the terms and conditions hereinafter set forth, Client wishes to engage SOA for the performance by SOA of certain security services in Las Vegas, NV. ("Event"), and;
WHEREAS, the services will be onApril-July,2013 and:
WHEREAS, on the terms and conditions hereinafter set forth, SOA is willing to accept such engagement.
NOW THEREFORE, in consideration of the mutual promises, covenants and understandings set forth herein and intending to be legally bound hereby, the parties agree as follows:
1. TERM Client shall in writing notify SOA of the specific time, date, and locations of the requested unarmed guard service. The services will be on April-June,2013 and can be cancelled when no longer required by the Client.
2. DUTIES OF SOA During the Term of the Agreement, SOA shall furnish the Client with security coverage at the Location in accordance with the provisions in the staffing summary attached hereto and made a part hereof.
3. COMPENSATION SOA shall be compensated for its services rendered in accordance with Attachment #1:
Security Officers: $18.00 perhour per guard
A minimum of four (4) hours will be charged to the Client for each SOA security person provided by SOA at the request of the Client and subsequently not utilized by the Client.
An additional travel time will be added for locations outside of city limits.
A premium of 50% of the hourly rates stated above will be charged to the Client for hours worked on the following holidays: NEW YEAR'S DAY, MEMORIAL DAY, 4TH OF JULY, LABOR DAY, THANKSGIVING DAY, CHRISTMAS DAY AND NEW YEAR'S EVE.
Complete payment will be due within 10 days of receipt of weekly and final bill. A late payment fee of 1.5% will be assessed every thirty- (30) days until the account is paid in full. Client will be responsible for all reasonable verified costs and reasonable outside attorney’s fees in the event collection action becomes necessary.
4. INDEPENDENT CONTRACTOR SOA is retained and employed by the Client only for the purpose and to the extent set forth in this Agreement and its relation to the Client and any affiliated Client shall, during the Term of this Agreement, be that of an independent contractor.
The personnel provided by SOA under the terms of this Agreement shall be the employees of SOA and shall not be considered in any way to be the employees or agents of the Client or to be entitled to participate in any plans, arrangements, or distributions by the Client or any affiliate thereof, or in any insurance, pension, stock, bonus, profit sharing or other benefit plans provided by the Client for its employees.
5. INSURANCE AND INDEMNIFICATION SOA shall keep in full force and effect during the Term of this Agreement insurance in accordance with Attachment #2 made a part hereof. Prior to rendering any services hereunder, SOA shall provide Client with insurance certificates and policy endorsements conforming with Attachment #2. SOA’s insurance shall include a comprehensive general liability policy in the amount of $1,000,000.00 per occurrence for personal injury and property damage with coverage imprisonment and/or violation of the right of privacy. SOA shall also keep in full force and effect, during the Term of this Agreement, worker's compensation insurance that is in compliance with all current State of Nevada Statutes.
SOA agrees to indemnify, defend and hold the Client harmless from all liabilities, demands, claims, damages, suits and judgments, including reasonable attorney's fees and other costs and expenses incurred thereto, because of injury or death to persons (including, but not limited to false arrest, detention, imprisonment or violation of the right of privacy) or injury, loss or destruction of property caused directly and solely by the acts or negligence of SOA, its directors, officers, agents, representatives or employees.
Client agrees to indemnify, defend and hold SOA harmless from all liabilities, demands, claims, damages, suits and judgments, including reasonable outside attorney's fees and other verified reasonable costs and expenses incurred thereto, because of injury or death to persons or injury, loss or destruction of property caused directly and solely byarising out of the acts or negligence of the Client, its directors, officers, agents, representatives or employees.
SOA shall provide its services in a reasonable and prudent manner under the circumstances and in accordance with applicable federal, state, and /or local law. Neither SOA nor any of its owners, directors, officers, employees, affiliates or independent contractors shall be deemed to have insured or guaranteed the personal safety of any individual or the protection of any property from loss, injury or damage. SOA shall, at all times, undertake its best efforts to protect persons and property, but it neither warrants nor represents that the protective services to be provided hereunder will, in fact, successfully protect CLIENT, any individuals, or any property from loss, physical damage or personal injury, as the case may be. It is also acknowledged, agreed, and understood that the prevention of crime is desirable but it is not a guaranteed promise, term or condition of the bargain between SOA and Client. Except as respects the acts or negligence of SOA, its directors, officers, agents, representatives or employees, SOA is not an insurer of persons and/or property, including, but not limited to, any loss or damage from third party burglary, theft, vandalism, pilferage, robbery or fraud. Except as respects the acts or negligence of SOA, its directors, officers, agents, representatives or employees, Tthis exclusion also applies to any and all items that are placed for safekeeping in a vault or safe operated by SOA.
6. SUSPENSION OF AGREEMENT Each party agrees that in the event its operations are halted or substantially decreased by reason of strike, labor dispute, picketing, act of God or other causes beyond its control, this Agreement (and payment for services hereunder) may be suspended for the duration of such halted or decreased operations; provided, however, that at the request of the Client, SOA agrees that its security personnel will continue at their assigned tasks in the event of a strike or picketing by persons working at the Location. If, for any reason not within its control, the Client cancels the Event, then SOA shall refund to the Client all monies advanced by the Client to SOA, less such verified amounts as SOA may have actually expended for personnel or material for the Event.
7. ENTIRETY OF AGREEMENT This Agreement supersedes all previous agreements, oral or written, between SOA and the Client and represents the whole and entire Agreement between the parties. No other agreements or representations, oral or written, have been made or amended, except in writing, signed by the authorized representatives of the parties hereto.
8. SEVERABILITY If, for any reason, any provisions of this Agreement Is held invalid, the other provisions of the Agreement will remain in effect insofar as is consistent with law.
9. ASSIGNMENT This Agreement is not assignable by any party without the prior written consent of the other party.
10.GOVERNING LAW - This Agreement shall be interpreted in accordance with, and governed by, the laws of the State of Nevada, without regard to its conflict of law rule.
11.WAIVER - No delay or omission on the part of any party hereto in exercising any right hereunder shall operate as a waiver of such right or any other right under this agreement.
12.COOPERATION - CLIENT shall cooperate with SOA in all reasonable respects to assure proper performance of this Agreement.
IN WITNESS WHEREOF, the parties have executed the Agreement as of the day and year above written.
CLIENT: SCREEN GEMS PRODUCTIONS, INC.
BY: ______
Name:
Title:
SPECIAL OPERATIONS ASSOCIATES, INC. OF NEVADA
BY:______
James D. Thompson
Director of Operations
Credit Card Authorization
Authorized by: ______Date:______
Company Name: ______
Address: ______
City: ______State: ______Zip: ______
Phone: ______Fax: ______Email: ______
Card Type: (please circle) American ExpressVISAMasterCard
Account Number: ______Exp. Date: ______Security code: ______
Cardholder Signature: ______Printed Name: ______
Cardholder Address: ______
City: ______State: ______Zip: ______
Total of authorized charges $______+ 3% processing fee will be added
ATTACHMENT #1
OFFICERS SCHEDULE
Dates times and locations as needed.
ATTACHMENT #2
STANDARD INSURANCE REQUIREMENTS
FOR SECURITY CONTRACTORS
SET WATCH
A Certificate of Insurance is to be sent to the Risk Management department of Screen Gems Productions, Inc. reflecting the following insurance coverages:
Commercial General Liability -$1,000,000 per occurrence
$2,000,000 aggregate
Automobile Liability - $1,000,000 CSL
Automobile Physical Damage
**Workers' Compensation-Statutory Limits
**Employer's Liability - $1,000,000
Professional Liability - $1,000,000 per occurrence
(May be part of CGL policy)$3,000,000 aggregate
Fidelity Bond$50,000
For all of these coverages except Worker’s Compensation or Fidelity Bond, provide an endorsement naming Screen Gems Productions, Inc., its parent(s), subsidiaries, successors, licensees, related & affiliated companies, their officers, directors, employees, agents, representatives & assigns as Additional Insureds as their interests may appear and as Loss Payees as their interests may appear.
All endorsements required above must indicate that Named Insured's insurance is primary and any insurance maintained by the Additional Insureds is non-contributing to any of the Named Insured’s insurance.
**Worker’s Compensation coverage should include a Waiver of Subrogation endorsement in favor of Screen Gems Productions, Inc., its parent(s), subsidiaries, successors, licensees, related & affiliated companies, their officers, directors, employees, agents, representatives & assigns
A Thirty (30) Day written Notice of Cancellation, non-renewal or material reduction in coverage
The insurance carriers must be licensed in the state of California or in the state where services are being provided and have an A.M. Best Guide Rating of at least A:VII.
CERTIFICATE HOLDER:
Screen Gems Productions, Inc.
10202 W Washington Blvd.
Culver City, CA 90232
Attn: Risk Management
** Not required if personnel payrolled by Screen Gems Productions, Inc.’s payroll services company