SERVICE AGREEMENT
TERMS AND CONDITIONS

       GENERAL SERVICE AGREEMENT 
This document when executed shall constitute a binding agreement between HMS (''HMS'' Service Provider),  a Florida corporation with offices 4380 SW 74th Avenue Miami, Florida 33155 and “Customer”, as set forth in Section 1.01 with offices as set forth in Section 1.02. see "Client Bill to and "Service Address" ARTICLE 1:1.01.  FEE (see service detail) 1.02. Term of Service: One Year or as provided in Article 6, Termination of   Agreement 1.03. Excluded Dates: Any Federal holiday including but not limited to New Years, Memorial Day, July 4th, Labor Day,   Thanksgiving, Christmas Day and certain high season special events billed as overtime. Holiday includes eve’s and day of. Holidays are billed at bouble the bill rate. ARTICLE 2: SERVICES TO BE PERFORMED BY HMS.  2.01. HMS’s Duties and Responsibilities Specific Services: Limited to Standard Operating Procedures(SOP) (See SOP addendum) a.Recruit, screen, interview, and assign its employees (“Assigned Employees”) to perform the type of work described on Exhibit A under CLIENT’s supervision at the locations specified on Exhibit A; b. Pay Assigned Employees’ wages and provide them with the benefits that HMS offers to them; c. Pay, withhold, and transmit payroll taxes; provide unemployment insurance and workers’ compensation benefits; and handle unemployment and workers’ compensation claims involving Assigned Employees; d. Require Assigned Employees to sign agreements (in the form of Exhibit B) acknowledging that they are not entitled to holidays, vacations, disability benefits, insurance, pensions, or retirement plans, or any other benefits offered or provided by CLIENT; and e. Require Assigned Employees to sign confidentiality agreements (in the form of Exhibit C) before they begin their assignments to CLIENT.  CLIENT’s Duties and Responsibilities a. Provide Assigned Employees with a safe work site and provide appropriate information, training, and safety equipment with respect to any hazardous substances or conditions to which they may be exposed at the work site; b. Exclude Assigned Employees from CLIENT’s benefit plans, policies, and practices, and not make any offer or promise relating to Assigned Employees’ compensation or benefits. c. Follow, adopt and implement HMS Security Advice. Term of Service 2.02. HMS agrees to perform the services specified in Section 2.01 commencing on the Start Date as set forth in Section 1.07 for the Term of Service set forth in Section 1.06. Services will not be rendered by HMS on Excluded Days as set forth in Section 1.08. Liquidated Damages: If the customer fails to perform under this agreement, the damages that the company will suffer will be difficult to ascertain. Therefore the customer and HMS agree that in the event the customer is found in breach of this agreement and liable for the loss or damages that the customers liability arises, customer agrees to pay HMS for the damages and loss of business. It is agreed that this provision is fair under the circumstances and it is not considered a penalty. ARTICLE 3: COMPENSATION, TERMS, BILL RATES AND FEES 3.01 CLIENT will pay HMS for its performance at the rates set forth on Exhibit A and will also pay any additional costs or fees set forth in this Agreement. STAFFING FIRM (HMS) will invoice CLIENT for services provided under this Agreement as agreed to on the payment terms (See TERMS). Invoices will be supported by the pertinent time sheets or other agreed system for documenting time worked by the Assigned Employees. CLIENT’s signature or other agreed method of approval of the work time submitted for Assigned Employees certifies that the documented hours are correct and authorizes HMS to bill CLIENT for those hours. If a portion of any invoice is disputed, CLIENT will pay the undisputed portion. If Electronic timekeeping is used, client agrees to pay hours reported. 3.02 Assigned Employees are presumed to be nonexempt from laws requiring premium pay for overtime, holiday work, or weekend work. HMS will charge CLIENT special rates for premium work time only when an Assigned Employee’s work on assignment to CLIENT, viewed by itself, would legally require premium pay and CLIENT has authorized, directed, or allowed the Assigned Employee to work such premium work time. CLIENT’s special billing rate for premium hours will be the same multiple of the regular billing rate as HMS is required to apply to the Assigned Employee’s regular pay rate. (For example, when federal law requires 150% of pay for work exceeding 40 hours in a week, CLIENT will be billed at 150% of the regular bill rate.) 3.03 In addition to the bill rates specified in Exhibit A of this Agreement, CLIENT will pay HMS the amount of all new or increased labor costs associated with CLIENT’s Assigned Employees that HMS is legally required to pay—such as wages, benefits, payroll taxes, social program contributions, or charges linked to benefit levels—until the parties agree on new bill rates. ARTICLE 4: COMPENSATION General Services 4.01. In consideration for the services to be performed by HMS as set forth in Section 2.01, Customer agrees to pay HMS as set forth in Section 1.05. Specialty Services 4.03. Additional services require a separate agreement and additional compensation. ARTICLE 5: OBLIGATIONS OF CUSTOMER Payment of Compensation 5.01. Customer shall pay to HMS compensation as set forth in Section 4.01 HMS will invoice for services within 1 to 3 business days after the closing of the bill cycle which is every Sunday. Each of these invoices will be on TERMS (See bill terms) and must be paid in full by due date of term. Payments received after TERMS are due will be billed a 5% late fee per invoice per month in addition to finance charges at the rate of 5% per month for unpaid invoices after 30 days. After 45 days account will be placed on payment hold with no further notification until past due invoices are brought current. After 60 days account will be forwarded to collections in which client will be responsible for all fees associated to collect the debt. Credit Card payments are welcomed at an additional fee of 2-3% for processing. Please contact HMS for wire transfer instructions or courier/overnight payment instructions. Cooperation of Client 5.02. Customer agrees to comply with all reasonable requests of HMS necessary to the performance of HMS’s duties under this Agreement. The parties agree to cooperate fully and to provide assistance to the other party in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve Assigned Employees. ARTICLE 6: TERMINATION OF AGREEMENT Termination and renewal 6.01. This agreement may be terminated at any time by either party with a 30 Day written notice of "intent to cancel" allowing HMS 30 days to remedy a default. After intent notice if HMS does not remedy, customer agrees to issue a 30 day "final termination notice". If customer terminates agreement before intent notice or final notice, customer agrees to pay HMS the entire month regardless of termination date. 6.02 The start date in Section 1.07 is also the contract renewal date. Contract will automatically renew every year on the date in section 1.07 for the terms in Section 1.06 unless Customer gives a non-renewal notice thirty (30) days prior to the start date in section 1.07. ARTICLE 7: GENERAL PROVISIONS Entire Agreement of the Parties 7.01. This Agreement supersedes any and all agreements, both oral and written, between the parties with respect to the rendering of services by HMS for Customer and contains all of the covenants and agreements between the parties with respect to the rendering of these services in any manner whatsoever. Each party acknowledges that no representations, inducements, promises, or agreements, written or oral, have been made by either party, or by anyone acting on behalf of either party, that are not embodied in this Agreement. Any modification of this Agreement will be effective only if it is in a writing signed by the party to be charged. Each party agrees a signature is not required to approve this agreement if HMS sends customer an agreement via email, text, voice-note, or fax and customer responds accepting or approving service. Customer agrees that by responding to HMS agreement customer is consenting to the terms and conditions set forth in this agreement and available publicly at highmaintenanceservices.com/terms. Customer agrees by accepting an HMS employee at their facilities and later paying for an invoice, implies acceptance of all the terms and conditions of this service agreement stated herein. Each party agrees any modification to the terms specified herein must be signed and agreed to by each party via separate addendum. Terms can be modified up to 24 hours before service is started. Terms will not be modified during or after service is rendered. Hold Harmless 7.02. The undersigned does hereby agree to hold harmless, defend and indemnify HMS, their officers, agents and employees, from any and all liability, loss, damages, costs, or expenses which are sustained, incurred, or required arising out of the negligent actions or willful misconduct of the undersigned in the course of this contract. Parties Bound 7.03. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, executors, administrators, legal representatives, successors, and assigns as permitted by this Agreement. Partial Invalidity 7.04. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Arbitration [Mediation] 7.05. Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement will be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment on the arbitration award may be entered in any court of competent jurisdiction. Attorneys' Fees 7.06. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The attorneys' fees may be set by the court in the same action or in a separate action brought for that purpose. Limitation of Responsibility 7.07. Customer acknowledges that this agreement is a contract for the performance of only the services stated in this contract, and is not an insurance contract of guarantee against any losses. 7.08. Customer’s agree to assign a trained representative employed by customer to HMS with capacity to instruct HMS employee's or Customer's patrons. If Customer does not obey HMS advice and adhere to HMS standardized operating procedures customer is in breach of agreement and liable for damages. Customer agrees to hold HMS harmless (See clause 7.02) if an instruction from customer leads to any liability on HMS its employees and contractors. 7.09 First Refusal/Right to Compete: The customer grants HMS the right to compete with any offer the customer receives relating to this agreement and upon its termination for any reason and agrees to give the company written notice of any such offer and a reasonable opportunity to respond to it. 7.10 Right to Lien / Personal guarantor customer authorized representative is responsible for any amounts owed, client agrees HMS will seek legal remedy including rights to lien property or obtain a judgment  for any amounts due to HMS. Governing Law 7.11. This Agreement will be governed by and construed in accordance with the laws of the State of Florida. 
Credit Card/ ACH Payments:
I understand that this authorization will remain in effect until I cancel it in writing, and I agree to notify HMS in writing of any changes in my account information or termination of this authorization at least 15 days prior to the next billing date. If the above noted payment dates fall on a weekend or holiday, I understand that the payments may be executed on the next business day. For ACH debits to my checking/savings account, I understand that because these are electronic transactions, these funds may be withdrawn from my account as soon as the above noted periodic transaction dates. In the case of an ACH Transaction being rejected for Non Sufficient Funds (NSF) I understand that HMS may at its discretion attempt to process the charge again within 30 days, and agree to an additional 5% charge for each attempt returned NSF which will be initiated as a separate transaction from the authorized recurring payment. I acknowledge that the origination of ACH transactions to my account must comply with the provisions of U.S. law. I certify that I am an authorized user of this credit card/bank account and will not dispute these scheduled transactions with my bank or credit card company; so long as the transactions correspond to the terms indicated in this authorization form.

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Bill Rates: Billing rates for additional equipment and extraordinary coverage (i.e. strike coverage, additional guard protection, etc.) shall be as agreed upon in writing by the parties. Increases due to changes in federal, state or local laws or taxes (e.g., wage and labor laws, FICA and federal and state withholding taxes) or events beyond the control of the parties will be passed directly through to Client. Bill rates are are subject to negotiation on local labor pool wage rates in order to source the most suitable and qualified officers to provide security service. 
Equipment use and maintenance "Equipment charges": Equipment is defined as any tools required by service provider to meet scope of work this may include but is not limited to security patrol software, vehicles and maintenance of the same, gasoline, parts and labor. Client agrees to reimburse Service provider for reasonable expenses related to software, gasoline, maintenance and repairs of equipment used on property. Equipment charges, may be included in your hourly rate or clearly defined as a line item charge on your invoice/proposal/agreement. If service provider includes equipment charges in hourly rate but the maintenance of equipment is eventually becomes unreasonable or exceed maintenance budget, service provider will inform client of issue and modify agreement costs accordingly in order to complete scope of work. If customer fails to approve and reimburse excess expense and equipment is out of order, client agrees to indemnify and hold Service provider harmless for any losses that occur while equipment is out of order. Example: at the time of executing agreement gasoline price per gallon was $2.50, but 3 months in market price raised to $5 per gallon, Service provider will inform client and modify billing accordingly. 
Maintenance Budget: Purchases, lease acquisitions and vehicle maintenance expenses including gasoline and insurance can't exceed $1000 monthly or 10% of hourly fee, which ever is greater, client agrees to reimburse company for any costs that exceed the budgeted amount. 
Client employees are not authorized to use service provider equipment without written permission and insurance modifications. Client agrees to obtain insurance for their employee and assuming the expense. Service provider will not add customers employees to service provider insurance.  Client will add service provider as an additional insured, indemnify, defend and hold Service provider harmless for any loss arising out of customer's employees action while using service provider equipment.  
PLEASE READ CAFEULLY, THE TERMS AND CONDITIONS ON ALL PAGES OF AGREEMENT INCLUDING ADDENDUM ARE BINDING ON THE PARTIES TO THIS AGREEMENT.

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1.    In consideration of the mutual covenants between the parties contained herein and intending to be legally bound hereby, SERVICE PROVIDER (SERVICE PROVIDER) agrees, pursuant to the request of the Client, to furnish security services as from time to time shall be requested by the Client during the term and at the sites set forth on the reverse side of this agreement.
2.    Except as provided in this agreement, Client agrees that it will not employ directly or indirectly any person who has been employed by SERVICE PROVIDER within one hundred eighty (180) days following the last day on which SERVICE PROVIDER employed such person. Any breach of this provision shall result in a payment by the Client to SERVICE PROVIDER of Six Thousand Dollars for each employee so employed for Patrol officers and Seven Thousand Five Hundred Dollars for supervisors.
3.    The security officers furnished by SERVICE PROVIDER shall perform such services as agreed upon in a writing signed by SERVICE PROVIDER and the Client. If the Client alters any instructions or directions given by SERVICE PROVIDER to any security officers or if the Client assumes any supervision of the security officers, the Client shall be solely liable for any and all consequences thereof and agrees to indemnify, defend and hold harmless SERVICE PROVIDER from and against any and all losses, claims, expenses or damages arising from or relating to the actions or omissions of such security officers.
4.    Any and all property, equipment, supplies and materials furnished by SERVICE PROVIDER hereunder and placed at or on any of the sites described on the reverse side of this Agreement shall remain the property of SERVICE PROVIDER, and SERVICE PROVIDER shall at all times during and after the term of this Agreement have the sole and exclusive right to install, maintain, replace and remove such property, equipment, supplies and materials.
5.    SERVICE PROVIDER AGREES THAT THE SERVICES FURNISHED UNDER THIS AGREEMENT SHALL BE IN CONFORMITY WITH PRACTICES WHICH ARE GENERALLY CURRENT IN THE SECURITY INDUSTRY, THE PARTIES AGREE THAT SERVICE PROVIDER DOES NOT REPRESENT AND CANNOT WARRANT THAT THE SERVICES FURNISHED WILL PREVENT OR MINIMIZE THE LIKELIHOOD OF LOSS. SERVICE PROVIDERS RESPONSIBILITY IS SOLELY LIMITED TO PROVIDING PHYSICAL SECURITY SERVICES AND SERVICE PROVIDER HAS NOT BEEN ENGAGED AS A CONSULTANT OR OTHERWISE TO PROVIDE AN ASSESSMENT OF SECURITY NEEDS AT THE SITE(S) COVERED.
6.    It is agreed upon by both parties that this Agreement shall be in full force and effect for a period of two years from the date hereof and shall renew for like periods unless either party terminates this Agreement by delivering thirty (30) days; prior written notice to the other party; provided, however, that in the event of the occurrence of a strike, lockout, other labor trouble or an emergency situation (the Emergency at any of the sites at which SERVICE PROVIDER personnel will be performing services hereunder, the Client shall promptly meet with SERVICE PROVIDER to evaluate the scope, extent and costs of any additional security services which may be required as a result of the Emergency. If the Client and SERVICE PROVIDER cannot reach agreement on the provision of additional security services during the Emergency, and SERVICE PROVIDER in its sole judgment determines that the Emergency poses a threat to the safety of SERVICE PROVIDER personnel, SERVICE PROVIDER may, upon forty-eight (48) hours written notice to the Client, remove its personnel from any and all of the sites at which SERVICE PROVIDER is providing services hereunder and terminate this Agreement, in whole or in part, without any liability.
7.    Client acknowledges and agrees that the Service Provider is not an insurer and that insurance, in any, covering personal injury and property loss or damage on or to the Client’s premises shall be obtained by the Client; that the Service Provider is being paid for the security guard services designed to reduce certain risks of loss and that the amounts being charged by the Service Provider are not related to the value of the property belonging to the Client or others located on the Client’s premises and are not sufficient to guarantee that no loss will occur; that the Service Provider is not assuming responsibility for any losses or damages to property or for personal injury or death, whether directly or indirectly, which may occur, even if due to Service Provider’s negligent performance or failure to perform any obligations under this Agreement. In the event of any loss to property or injury to any person, Client agrees to look exclusively to its insurer to recover for said loss. Client waives all subrogation and other rights of recovery against the Service Provider that any insurer or other person may have as a result of paying a claim or loss. Since it is impractical and extremely difficult to determine the actual damages which may arise due to the faulty operation of the services provided, if, notwithstanding the above provision, there should be or arise any liability on the part of the Service Provider, whether due to the negligence of the Service Provider or its employees or agents or otherwise, such liability shall be limited to an amount equal to six (6) times the monthly service charges hereunder or two hundred fifty ($250.00) dollars, whichever is less. This sum shall be complete and exclusive and shall be paid and received as agreed upon liquidated damages and not as a penalty. In the event that the Client wishes to increase the maximum amount of such liquidated damages, the Client may, as a matter of right, obtain from the Service Provider higher limits of liquidated damages by paying an additional amount under a graduated scale of rates relating to the higher limits of liquidated damages. The payment of any additional amounts, however, shall in no way be interpreted to hold the Service Provider as an insurer. Under no circumstance shall the Service Provider be liable to Client or any other person for general, special, incidental, or consequential damages of any nature in excess of such amount, including without limitation, damages for personal injury or damages to real or personal property, loss of property or revenue, cost of capital, cost of purchased or replaced goods, other economic loss however occasioned, and whether alleged as caused by the physical security services or the performance or nonperformance of obligations under this Agreement, or breach of warranty or negligence, gross, active, passive, joint, several or otherwise, strict liability, tort, or otherwise by the Service Provider, its officers, employees, agents, subcontractors, suppliers, affiliates, or representatives. The provisions of this paragraph shall survive the expiration or earlier termination of this Agreement.

 

Limits of Liability - Third Party
Client acknowledges that Service Provider is not an insurer, and that the security services provided hereby do not constitute maximum security. The security services are intended to act only as a deterrent and to provide only a degree of security to carry out the written operating procedures or Post Orders provided by client. The amounts payable to Service Provider under this Agreement are not based upon the value of the Clients property, nor the property of others located in or about Clients premises. The services provided under this Agreement are solely for the benefit of Client and neither this Agreement nor any services rendered hereunder shall create or be deemed to create any rights in any other party as a third party beneficiary. Client agrees to indemnify and hold Service Provider harmless against any and all claims by such third parties. Service provider shall maintain Workers Compensation Insurance covering its Security Officers and other personnel engaged in the furnishing of services under this Agreement. In addition, Service provider shall maintain for its own protection Comprehensive General Liability and Automobile coverage. Service provider shall not be liable for any claim, demand or liability resulting in whole or part from any negligent or willful act of Client, or any of Clients employees, officers, directors or representatives.

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PTO - VACATION Policy - SICK - Health Insurance and other benefits:

- Every 6 months employee is eligible for a performance review. If satisfactory, up to 10% rate increase will be negotiated, this keeps a motivated work force. 

- PTO, Sick Days, Vacations are not included in rate. Client agrees to provide assigned employee matching benefits and to pay for these benefits separately. Client will not to turn into direct competition of HMS undergoing service, as a service provider. HMS will not lose employees to client because client is offering better incentives. Client must be transparent about benefit program and enable similar benefits so that HMS employees and Client employees are motivated. 

- Employee buy out clause is in effect during service contract equivalent up to 3 months of service, in the event clients wants to transfer employee.