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PARTIES. This Security Service Agreement (sometimes referred to as the “Agreement”) is between you, the Client:
Pacon Manufacturing
100 Quality Drive
Leland, North Carolina 28451
and us, the provider:
U.S. Protective Services, Inc. d/b/a Task Force Protection
2214 Wrightsville Avenue, Suite B
Wilmington, North Carolina 28403
Task Force Protection 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 in reliance on Task Force Protection’s representations and in order to fulfill certain of Client contractual obligations, Client desires that Task Force Protection provide, on an exclusive basis, certain services, as more fully described elsewhere herein either directly or through third-party contractors throughout the United States. In consideration of the above and other good and valuable consideration, the sufficiency of which is acknowledged, Task Force Protection and Client agree as follows:
1. SERVICES. Task Force Protection shall, at its expense and solely for the compensation set forth on page 3, Rates and Services Addendum, 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 on page 3, Rates and Services Addendum. 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 shall provide employees who are recognized by the State of North Carolina Department of Public Safety Private Protective Services Board to provide security guard services in accordance with N.C.G.S. § 74C and 14B N.C.A.C. 16. Task Force Protection shall not allow any Task Force Protection employee who is not recognized by law to provide security guard services.
3. CORPORATION LICENSED TO PERFORM. Task Force Protection is licensed to perform Security Guard and Patrol functions as authorized under N.C.G.S. § 74C and 14B N.C.A.C. 16. Task Force Protection shall furnish a copy upon request of such licensing evidencing the licensing required to perform in accordance with State Law.
4. CONTRACTOR. In the event that Task Force Protection utilizes a Contractor to provide services as described on page 3, Rates and Services Addendum, Contractor shall be in compliance will all applicable Local, State and Federal Laws.
5. INVOICES, PAYMENT. Task Force Protection shall provide to Client, on a monthly basis, an invoice for motorized patrol services to be performed in the current month and, on a weekly basis, an invoice for all other services performed in the previous week. Client shall pay such invoices within 15 days of receipt of a correct invoice, unless, and then to the limited extent an invoice item is disputed, in writing, within 10 business days. If the invoice is not disputed within the time frame specified in this agreement, Task Force Protection will consider the invoice true and accurate. If payment is not received by the due date, a five percent (5%) late fee will apply. At our option and without notice, we may apply money received first to any of Client’s unpaid obligations, then to the current balance owed—regardless of notations on the payment methods.
6. DEPOSITS. If Task Force Protection may request Client to provide credit references to show satisfactory payment history on their obligations. If Client is unable to show satisfactory payment
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history, Task Force Protection may, at its sole discretion, request for a deposit not to exceed 2 weeks of service and will be held until the final invoice in which will be credited with the deposit that was held. If the deposit exceeds the final balance, the remaining deposit will be refunded back to Client.
7. INDEPENDENT CONTRACTOR, EQUAL OPPORTUNITY. The parties acknowledge that Task Force Protection is an independent contractor and that neither Task Force Protection 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 directed to work in fulfillment of this Agreement shall at all times remain employees of Task Force Protection, 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.
8. TERM. This agreement shall commence on January 17, 2023 and shall remain in full force and effect until January 16, 2024. If Client continues to utilize Task Force Protection beyond the end date, this agreement will continue to be in full force and effect on a month-to-month basis until a 30 day written notice is given.
9. INSURANCE. Throughout the term of this Agreement, Task Force Protection shall maintain the following insurance coverages:
a. Commercial General Liability with a general aggregate of $2,000,000 up to $1,000,000 per occurrence;
b. Automobile Liability with a limit of $1,000,000;
c. Umbrella Excess Liability with a limit of $2,000,000;
d. Workers Compensation with a limit of $1,000.000.
All such insurances are 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 30 days prior written notice thereof to Client. Prior to the commencement of Services, Task Force Protection shall furnish certificates to Client, evidencing that the insurance policy provisions required hereunder are in force. Task Force Protection 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 shall independently determine if greater levels of insurance are appropriate to Task Force Protection needs. As between Task Force Protection 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. If Client requests additional coverage above our standard insurance, Client will be responsible for the additional cost. Coverage will include Client as additionally insured.
10. CONFIDENTIALITY, PUBLICITY. All business material, information, and schedules which have or will come into possession or knowledge of Task Force Protection 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 shall not use any such information other than to the limited extent necessary for the performance of this Agreement. Task Force Protection 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.
11. 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 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 succeeds the previous ownership shall be fully liable and responsible in accordance with this agreement.
12. FORCE MAJEURE. Task Force Protection 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, lack of staffing, 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).
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