This agreement is between the paying party (hereinafter referred to as the ‘Payer’) and MPS Security & Protection. The Payer expressly agrees to all the terms and conditions outlined in this agreement. Payer acknowledges having read, understood, and accepted the obligations set forth herein and commits to abide by all the terms, covenants, and responsibilities stated in this agreement. Payment of the invoice shall constitute Payer’s acceptance of these terms, creating a legally binding agreement between the parties.”

OVERTIME

Overtime is billed if authorized by the PAYER of other than scheduled service hours. Hours and days of coverage may change per PAYER’s request and in agreement with MPS Security. Officers can stay over if requested by the PAYER. Overtime rates will billed at 1.5 of the hourly rate. Overtime will be billed if the PAYER specifically asks for additional security coverage or a specific officer to extend an existing shift or work an extra shift.

The PAYER agrees to pay MPS SECURITY for all overtime hours exceeding 12 hours per day, as requested by the PAYER. If enacted any law, regulation, ruling, or other such mandate by any authority having jurisdiction of the subject matter which alters the hours of services, rates of pay, working conditions or costs of performing the services herein provided for, the PAYER agrees that this contract will be subject to re-negotiation to take into account these increased costs.

CONTRACT TERMINATION

MPS SECURITY reserves the right to terminate this agreement immediately upon default by PAYER in payment of monies due, or if at any time during the term of this agreement, there is filed a petition for bankruptcy, insolvency, reorganization, or for the appointment of a receiver to receive all or a portion of PAYER’S property: or if PAYER makes an assignment for the benefits or creditor. In the event that MPS SECURITY files a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver, PAYER will not be liable for any penalties over and above invoices that are due at the time of the petition.

PAYER or MPS SECURITY. One-time events or short-term services performed for a single event or period of less than 30 days can be terminated with advance notice of 48 hours. Once staff has been deployed or is on-site, a minimum of 12 hours per staff member will be billed. An administrative fee of up to 10% of the estimated contract cost may be billed in the event of cancellation less than 48 hours of the estimated service start time.

PAYER or MPS SECURITY One-time events or short-term services performed for a single event or period of less than 30 days can be terminated with advance notice of 48 hours. Once staff has been deployed or is on-site, a minimum of 12 hours per staff member will be billed. An administrative fee of up to 10% of the estimated contract cost may be billed in the event of cancellation less than 48 hours of the estimated service start time.

CHANGES TO CONTRACT

The schedule established in this proposal/contract has been agreed upon by MPS SECURITY and PAYER, including officer schedule, billing rate, scope of service, billing & payment terms. PAYER can make no changes without express agreement from MPS SECURITY. All requested changes must be made in writing by the designated Payer contact and MPS SECURITY will respond in writing. Verbal requests or agreements are not considered valid. Any changes to the contract may include additional fees or costs, including a change in hourly billing rate.

INDEMNITY

MPS SECURITY shall indemnify, defend, and hold harmless PAYER, its agents, and employees from and against any loss, damages, injury, liability, claim or lien for injury to person or property or death of a person resulting from the negligence or willful misconduct of MPS SECURITY in the performance of its work. If MPS SECURITY is required to indemnify PAYER or any other party under this paragraph, its obligation shall be limited to and satisfied only from the proceeds of insurance needed to be maintained by MPS SECURITY hereunder or, if MPS SECURITY fails to obtain and maintain such insurance to the extent such proceeds would have been available had such insurance been in force. Nothing in the foregoing sentence shall excuse MPS SECURITY from obtaining and maintaining insurance as required by this Agreement. PAYER shall indemnify, defend and hold harmless MPS SECURITY, its agents and employees from and against any loss, damage, injury, liability claim, or lien for injury to person or property or death of a person resulting from the negligence or willful misconduct of PAYER, its agents or employees, or a dangerous or defective condition on PAYER’s property or any other area maintained by PAYER or its agents.

ARBITRATION OF DISPUTES

The parties agree that any claim or dispute relating to this service agreement, or any other matters, disputes, or claims between MPS SECURITY, shall be subject to non-binding mediation if agreed to by you and us within 30 days of you or us making a request to the other by letter. Any such mediation will be held in the Federal Judicial District of Riverside, California, and shall be conducted according to the mediation rules of the National Arbitration Forum.

MISCELLANEOUS

Security Officers who are required to appear in court as a Witness (as a result of an occurrence at a PAYER’s facility) shall be compensated at the overtime rate. PAYER acknowledges that MPS SECURITY is not an insurer and that the security services provided hereby do not constitute maximum security.

The security services provided are intended to act only as a deterrent to give a reasonable degree of security resulting from the efforts of security officers to carry out the written operating procedures. The value of these services rendered are unrelated to the value of PAYER’s property or the property of others located in or about PAYER’s premises. It is then understood and agreed between parties that MPS SECURITY is not an insurer and the rate being paid for security services is for a security officer as designed to deter the risks of loss, which rates are not related to the value of the personal or real property protected. All amounts being charged by MPS SECURITY are insufficient to guarantee that no loss will occur and that MPS SECURITY makes no guarantee, implied or otherwise expressed, that no loss will occur or that the services applied will avert or prevent occurrences or losses which the service is designed to help detect or avert. PAYER hereby agrees to defend, at its own expense, indemnify, and hold harmless all claims, lawsuits, demands or losses alleged to be caused by MPS SECURITY and its employees or agents for failure to prevent an injury to person or property or theft of property, EXCEPT for those claims, lawsuits, demands or losses caused by negligent, reckless, and/or intentional acts of MPS SECURITY, it’s employees or agents.

MPS SECURITY holds the Payer harmless and agrees to immediately defend the Payer from any liability incurred because of damage or loss by any third party, employee, member or licensee of MPS SECURITY while conducting security on Payer property as permitted by this Contract. MPS SECURITY indemnifies the Payer against any liability incurred because of this use.