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Security Officer and Patrol Services Agreement

This Security Officer and Patrol Services Agreement is made this Date:[ ], by and

between Dark Watch Security, an independent business Dark Watch Security,

Address:[ ] and Client Name: ( ) located at Client Address:[], for the provision of security officer and patrol services ( ) commencing on Start Date:[ ] for the property owned/leased by the Client located at Facility Address:[]

 

Dark Watch Security is in the business of furnishing security by means of providing security officers and patrol services.

 

The client wishes to employ the services of Dark Watch Security in the following manner:

  • Service Hours per Week: [Service Hours]
  • Regular Hourly Billing Rate: $[Regular Hourly Rate] [ ]
  • OT/Holiday Hourly Billing Rate: [ ] $[OT/Holiday Hourly Rate] [ ]

 

In consideration of the matters described above and of the mutual benefits and obligations outlined in this Agreement, Dark Watch Security and Client agree as follows:

1. Security Service

  1. Dark Watch Security shall furnish Services in the amounts and at the rates described in this Agreement. The Officers shall patrol the property according to the standards of Dark Watch. Security to protect the Client’s property and its customers and visitors.
  2. Client may increase the number of service hours on any shift without affecting the basic agreement. Suppose the client wishes to decrease the agreed weekly Service hours below the initial amount.
 

In that case, the client agrees to provide Dark Watch Security with at least fifteen (15) days prior written notification.

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2. Personnel

  1. All Officers furnished by Dark Watch Security shall be employees of Dark Watch Security. Dark Watch Security will pay all wages and appropriate expenses of the Officers, as well as applicable federal and state employment taxes and any other required personnel taxes to its employees.
  2. It is understood that Dark Watch Security will be responsible for the hiring, training, and supervising of all Officers provided to the client.
  3. Dark Watch Security will provide Officers with uniforms, badges, and all necessary

equipment, per specifications mutually agreed to by Dark Watch Security and Client.

Officers will only carry weapons of any type if agreed to in writing by Dark Watch Security and Client before the inception of any armed service.

Scope of Service

  1. The conduct and scope of responsibility of all Officers assigned to Client’s Facility shall be governed by policies and rules mutually agreed to by both parties.

The policies and regulations may be revised and supplemented at any time upon mutual written agreement of both parties.

  1. Should the client unilaterally alter the policies and rules given to Officers or assume any supervision of the officers, the Client shall be solely liable for any consequences.
  2. Client shall have the right to request a change of Officers, and Dark Watch Security, upon mutual agreement after that, shall provide a satisfactory replacement. 

Client shall make such requests in writing and allow Dark Watch Security a reasonable time to make the change.

4. Patrol Services

  1. Dark Watch Security shall provide patrol services to the Client based on a monthly rate outlined in Exhibit A, attached hereto and incorporated herein by reference.
  2. The monthly rate for patrol services shall cover the provision of periodic patrols at the Client’s Facility, as detailed in Exhibit A.
  3. Client agrees to pay the monthly rate for patrol services within fourteen (14) days of receipt of the invoice, without offset whatsoever. 

If collection action is necessary, the Client agrees to pay Dark Watch Security costs and attorney’s fees in addition to interest at the maximum rate allowable by law commencing thirty (30) days from the invoice date.

  1. The rates for patrol services, as reflected in Exhibit A, may be amended by mutual written agreement between Dark Watch Security and client without affecting the remaining terms contained in this agreement.
 

If a change in state or federal minimum wage rates or if any other legislation or regulations, either state or federal, affects Dark Watch Security’s direct labor and payroll tax cost, the client agrees to pay revised rates that will reimburse Dark Watch Security for its added costs, including overhead costs eroded by inflationary trends.

5. Compensation

The client will pay Dark Watch Security at the mentioned hourly rates for all time spent by any of the employees of Dark Watch Security in connection with any court action that originates at the facility while this Agreement is in effect.

6. Billing and Rate Guarantee

  1. Dark Watch Security will deliver biweekly invoices to the client at the address specified in this agreement. The invoice will itemize the Services provided by Dark Watch Security under this agreement. 

A detailed statement of the hours worked by each Officer will be supplied or made available at Client’s request. The client agrees to pay such invoices within fourteen (14) days of receipt without offset whatsoever. 

If collection action is necessary, Client agrees to pay Dark Watch Security costs and attorney’s fees in addition to interest at the maximum rate allowable by law commencing thirty (30) days from the date of invoice.

If payment for Services is more than fourteen (14) days past due, this Agreement is subject to immediate cancellation by Dark Watch Security.

  1. The original rates per Service hour, as reflected in the table in this Agreement, may be amended by mutual written agreement of Dark Watch Security and Client without affecting the remaining terms contained in this agreement. 

If a change in state or federal minimum wage rates, or if any other legislation or regulations, either state or federal, affect Dark Watch Security’s direct labor and payroll tax cost, the client agrees to pay revised rates. 

This will reimburse Dark Watch Security for its added costs, including overhead costs eroded by inflationary trends.

7. Amendment and Special Request

    1. This Agreement may be amended or modified upon request of either party, one time in each term during which Service continues, solely to negotiate revised rates.
    1. Any special requests for service outside the scope of the Services must be in writing with a fourteen (14) day notice. If the client is unable to do so, client will be charged time and one-half of the agreed hourly billing rate for the special request.

8. Term

The term of this Agreement shall begin on the Start Date and shall continue in full force and effect for one (1) year unless terminated earlier by Paragraph 13

below.

9. Property

Any property, equipment, and supplies furnished by Dark Watch Security shall remain the property of Dark Watch Security. Dark Watch Security shall, at all times during and after the term of this Agreement, have the sole right to install, maintain, and remove such property, equipment, and supplies. 

Certain property and/or equipment may require reimbursement or payment for early termination of lease and/or any service-related costs incurred by Dark Watch

Security.

10. Hiring Employees

Client agrees that it will not, either during the term of this Agreement or for a period of one hundred eighty (180) days following its termination, hire for its employment any of the employees of Dark Watch Security who performed services similar or identical to those performed by Client by Dark Watch Security’s employees. 

When client hire any employee of Dark Watch Security, in violation of this provision, Client shall pay Dark Watch Security, as liquidated damages, an amount equal to twice the billing of Services to Client for the month preceding such breach of this Agreement.

11. Insurance

  1. Dark Watch Security agrees to maintain and provide Workers’ Compensation/Group Workers Occupational Accident insurance coverage for its officers. In addition, Dark Watch Security maintains for its own protection comprehensive General Liability Insurance in amounts meeting

or exceeding those required by law.

  1. If the client requires Dark Watch Security personnel to drive any vehicle during the course of their duties, other than the officer’s vehicle or a vehicle furnished by Dark Watch Security. 

Client agrees that Client’s insurance is primary and will carry comprehensive Fire and Theft, Collision, and Liability Insurance on Client’s vehicle(s) and further agrees that it will waive all rights of recovery from Dark Watch Security.

12. Indemnification

  1. Dark Watch Security is not an insurer, and the rates being paid for the Services are for a protective service designed to deter certain risks of loss. These rates are not related to the value of the personal or real property protected. 

Dark Watch Security makes no guarantee, implied or otherwise, that no loss will occur or that the Services supplied will avert or prevent occurrences or losses which the Services are designed to help detect or deter.

  1. Dark Watch Security shall not be liable to Client for any loss or damage unless caused by Dark Watch Security’s own gross negligence or willful misconduct. 

Client shall indemnify and hold Dark Watch Security harmless from any loss, claim, demand, liability, cause of action, or judgment, whether or not well-grounded, and whether or not any negligence, misconduct, or breach of duty by Dark Watch Security agents, servants, employees, or personnel is alleged to have contributed to it, in whole or in part. 

In addition, at its own expense, client shall defend any such claim, demand, liability, cause of action, or judgment which is asserted against Dark Watch Security. Client shall reimburse Dark Watch Security for all legal expenses.  

Dark Watch Security incurs in defending itself against any such claims which the Client fails to defend, together with any legal expenses Dark Watch Security incurs in enforcing any of the terms, conditions, and covenants or promises of this Agreement.

  1. Client waives any rights of recovery against Dark Watch Security for damages to the facility or loss to Client occurring as a result of fire or other casualty. 

In the event of allegations of officer thefts, Client waives the right of recovery unless Dark Watch Security is notified of such allegations within forty-eight (48) hours; Client fully cooperates with Dark Watch Security in the investigation of the facts; Client presses formal charges; and a conviction is obtained.

13. Security Recommendations

During the term of this Agreement, Dark Watch Security may conduct a “Security Survey” at no cost to Client and offer recommendations and opinions that may, in the opinion of Dark Watch Security, improve Client’s security conditions. The client is under no obligation to accept or implement Dark Watch Security’s recommendations.

14. Termination and Rights

  1. It is agreed that Services will continue for the period indicated in Paragraph 8 above shall automatically be renewed and extended for successive annual periods unless terminated by either party giving the other party thirty (30) days written notice of the notifying party’s intent to terminate.
  2. This Agreement may be terminated by either party for good cause (as after this defined) upon notice by the terminating party of the breach of this Agreement or factor constituting good cause. Upon such notice and for non-monetaryviolationss, the other party shall have thirty (30) days to cure the default or breach.

If, after thirty (30) days, the non-monetary default or breach has not been cured, the party may terminate this Agreement without any penalty. A monetary violation of this Agreement by a party shall entitle the non-breaching party to terminate this Agreement immediately upon written notice to the breaching party.

  1. “Good cause” shall be unsatisfactory payment by Client or breach of any material portion of this Agreement by Client or Dark Watch Security.

15. Governing Law

This agreement shall be governed by and construed following the laws of the State of California, and all obligations of the parties created in this Agreement are performable in [County], California.

16. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written agreements, understandings, or representations.

17. Amendment

Any changes or modifications to this Agreement must be made in writing and signed by both parties.

18. Force Majeure

Dark Watch Security shall not be liable for any failure or delay in performing its obligations under this Agreement, if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, or government actions.

19. Recording and Surveillance

Dark Watch Security may use body cameras and dashcams to record all areas accessible to security officers. These areas shall be deemed public space and subject to recording, including visual and audio. Exclusions are bathrooms and specified restricted areas.

20. Liability for Medical Emergencies

Dark Watch Security shall have no responsibility or obligation to respond to medical emergencies, including but not limited to fires, car accidents, drownings in pools, or any other medical emergencies. Officers shall not be trained or obligated to provide medical assistance.

21. Compliance with Labor Laws

The client acknowledges and agrees to comply with all California labour laws regarding breaks, discrimination, and labour rules. The client is responsible for ensuring that officers have appropriate breaks and accommodations following California labour laws.

22. Non-Discrimination

Client shall not discriminate against any employees of Dark Watch Security based on race, religion, sex, sexual orientation, or any other protected class. CThe clientagrees not to terminate or take punitive actions against any Dark Watch Security employees based on such factors.

23. No Responsibility for Client's Actions

Client shall not force Dark Watch Security’s contracted officers to disobey the law. Client acknowledges that Dark Watch Security has no responsibility for Client’s actions or instructions that violate the law.

24. Disobeying Breaks Provisions

Disobeying the provisions regarding breaks, as required by California law, shall be grounds for termination of this Agreement by Dark Watch Security.

25. Liability During Breaks

While on breaks, officers are not under the responsibility of Dark Watch Security and Dark Watch Security shall have no liability for any incidents during officers’ breaks. If officers are required to stay on premises during breaks, they will still be billable at the regular rate or overtime if it goes into that time frame.

26. Assignment of Agreement

Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party.

27. Governing Body

This Agreement is subject to oversight by the Bureau of Security and Investigative Services (BSIS) of California, the governing body for the security industry in the state.

28. Voiding the Contract

Disobeying the break provisions, as required by California law, shall void this contract at Dark Watch Security’s discretion.

29. Waiver

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right of the party to enforce the provision in the future.

30. Body Camera and Dashcam Recording

Dark Watch Security may use body cameras and dashcams to record all areas accessible to the security officers. These areas shall be deemed public spaces and subject to recording, including visual and audio. Exclusions are bathrooms and specified restricted areas.

 

This Agreement shall be effective as of the Start Date and shall remain in full force and effect for a period of one (1) year unless earlier terminated as provided herein.

IN WITNESS of which, the parties hereto have executed this Agreement as of the date first above written.

_____________________________

[Client Name:]

[Client Title:]

[Client Company Name:]

[Client Address:]

[City, State, Zip]

[Phone Number]

[Email Address]

_____________________________

[Your Name]

[Your Title]

Dark Watch Security

[Your Address]

[City, State, Zip]

[Phone Number]

[Email Address]