OPERATING AGREEMENT FOR SECURITY SERVICES

Transcription

1 1 OPERATING AGREEMENT FOR SECURITY SERVICES THIS AGREEMENT, and the rider attached hereto and made a part hereof, hereinafter referred to as Rider, made and entered into as of the 6 th day of March, 2013, by and among Woodridge Productions, Inc. (located at 1144 Mailing Ave SE, Atlanta, GA 30315), hereinafter collectively referred to as Owners, and GLOBAL PROTECTIVE SERVICES, INC. (located at 2221 Peachtree Road, NE, Suite D#532, Atlanta, Fulton County, Georgia, 30309), hereinafter referred to as Global. WHEREAS, the undersigned Owners desire to retain certain security services for the production of the television series currently entitled Necessary Roughness located at 1144 Mailing Ave SE, Atlanta, GA 30315, and various Owners designated locations located within the State of Georgia, hereinafter the premises, pursuant to the terms and conditions set forth herein, and WHEREAS, the undersigned parties desire to define the services to be provided, arrange for provision and scheduling of services, as well as payment of amounts due for such services, NOW THEREFORE, for and in consideration of the sum of One Dollar, each to the other paid, and other good and valuable considerations, receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. The initial term of this agreement shall be for a period beginning April 1, 2013, and ending July 31, 2013, after which time, the parties may enter into a new agreement for provision of security services. 2. In the event that services are provided beyond the initial period of this agreement, without formal execution of a new agreement, then upon advance written approval of the parties, this agreement shall be considered to have been extended by the parties, and the terms and conditions of this agreement shall govern the provision of services provided, until such time as the services are terminated or a new agreement has been fully executed by the parties. Owners acknowledge and agree that, absent receipt by Global of advance written approval by Owners, Global shall have no obligation to provide any services beyond the initial term hereinabove specified. 3. Global shall provide security services on and about the premises along with other locations designated by Owners, according to a schedule determined on a week-by week basis. Each week shall run from Monday through Sunday, and the desired schedule shall be submitted to Global no later than 3:00 PM on the Wednesday preceeding such week. 4. Owners can request supplements to the scheduled services, at the standard hourly rates; however, Global shall only be responsible for exercising its best efforts to obtain additional personnel, in the event that such request is received less than forty-eight hours before the start of a requested supplemental shift. 5. All shifts for security personnel shall be a minimum of FOUR hours. 6. During the term of this agreement, the base hourly rates for personnel shall be: a. Seventeen Dollars per billable hour ($17/billable hour) for unarmed security personnel, b. Seventeen Dollars per billable hour ($17/billable hour) for supervisory personnel, and c. Sixty- Five Dollars per billable hour ($65/billable hour) per person for unarmed bodyguard protective services. 7. There is no Paragraph As used herein, the term Billable hour shall constitute any hours actually worked by security personnel, including time scheduled, as well as any additional time incurred at request of Owners, their agents, managers or employees. 9. Owners agree that all requests for additional time must be directed to the security manager on duty, who shall have complete discretion as to addressing such requests. 10. The security supervisor will be accessible and available to the Owners on a 24/7 basis. This security supervisor rate will be billed at 8 hours per day FOR FILMING DAYS ONLY with a maximum of 40 hours per week.

2 11. In the event that any portion of Global s services are to be performed at location(s) more than thirty (30) miles from the Owners production office, then the Owners shall pay Global an additional fee, or per diem, equal to Twenty-Five Dollars ($25.00) for each employee shift, for each day such services are provided outside the thirty (30) mile radius of Owners production office. Owners shall also provide hotel accommodations for each employee that is assigned to any location(s) more than thirty (30) miles from the Owners production office. 12. Invoice for security services rendered will be submitted to Owners on Monday of each week. Payment for all security services shall be made by Friday of the same week. 13. The security manager on duty shall be designated by Global. The security manager on duty shall have sole and exclusive authority over scheduling and staffing of security personnel. 14. In order to receive a proper listing on IMDB and such databases, Global wishes to be added to the end title credits. Subject to network approval, Owners agree to use reasonable efforts to procure that the credit roll will include Set Security: Global Protective Services, Inc., but does not guarantee that such credit will be finally included. All other aspects, including size and placement, shall be at Owner s sole discretion. 15. The parties acknowledge that if Owners intend to hire off-duty police officers, for provision of additional security services on and about the premises. Global shall have no responsibility for payment of such off-duty police officers, nor shall Global have any responsibility for, or over, the actions of any such off-duty police officers, or others. 16. The parties acknowledge that if Owners intend to hire an additional Security Company, for provision of additional security services on and about the premises. Global shall have no responsibility for payment of such security company personnel, nor shall Global have any responsibility for, or over, the actions of any such additional security company, or others. 17. Global agrees that Owners may elect to temporarily suspend or terminate this agreement by giving 1-week written notice of such election to Global. 18. Global cannot guarantee that its service will prevent loss, theft or damage to property of Owners or of others or injury to Owner or to other persons. Global will not be responsible for any loss, theft or damage to property of Owner or of any other person or for injury to Owner or to any other person unless directly and proximately caused by the negligence of Global s personnel performing their assigned duties. Global will not be responsible for any consequential damages including lost profits arising from loss, theft, or damage to property of Owner or others. Global and Owners each waive any right of subrogation against the other for losses due to fire, explosion or other insured against peril, in accordance with the indemnity obligations in the Rider. 19. In the event that Owners fail to promptly pay invoiced amounts when due, Owners shall pay all costs of collection including reasonable outside attorney fees, which the parties agree shall be in the amount of 15% of total amount outstanding. 20. Owners agree that Global may elect to temporarily suspend or terminate this agreement, without recourse, by giving written notice of such election to Owners or their managers, agents, or employees, at the address of the premises, in the event of any of the following: a. Owners failure to make any timely payment for services. b. Global s determination that the activities on and about the premises constitute, or create the likelihood of, unlawful, unsafe, or hazardous or nuisance conditions to Global s staff, patrons, or the public, so that the provision of security services cannot be done in a safe and professional manner. Global shall have complete discretion in making this determination, subject only to the duty to exercise good faith. c. Global s determination that insufficient personnel are scheduled, so that the provision of security services cannot be done in a safe and professional manner. Global shall have complete discretion in making this determination, subject only to the duty to exercise good faith. With respect to subparagraphs (b) and (c) above; where events are foreseen by Global to be likely to give rise to the operation of this paragraph, Global shall use its best efforts to give as much advance notice to Owners as is possible under the circumstances, so that Owners can prevent such circumstances from arising. The parties acknowledge and agree however, that the events described in subparagraphs (b) and (c) above cannot always be foreseen, and therefore Global shall have no 2

3 3 duty to commence or continue any services which Global determines cannot be conducted in a safe and professional manner. 21. Owners agree to provide written evidence of the following: a. Authority for Global to issue criminal trespass and other notices, and to cause the exclusion or expulsion of any persons from the premises. b. Authorized persons list. c. Anti-Drug Policy authorizing arrest and/or expulsion from the premises for any person known or suspected of selling, using or possessing drugs. 22. There is no Paragraph Owners do hereby covenant and agree to indemnify and hold Global harmless from any and all costs, claims or damages, including reasonable outside attorneys fees and court costs, arising by virtue of the operation of Owners business on the premises, and the provision of security services incidental to such business, other than the services provided by Global. 24. This Agreement shall be construed according to the laws of the State of Georgia. 25. Time is of the essence. 26. This agreement and its Rider constitute the complete agreement of the parties and cannot be modified, except in writing, signed by the parties. WITNESS OUR HANDS AND SEALS, as of the date first above written. WOODRIDGE PRODUCTIONS, INC. By: (Seal) Its: Date: GLOBAL PROTECTIVE SERVICES, INC. By: (Seal) Its: Date:

4 4 Rider The following amends that certain Operating Agreement for Security Services dated as of March 6, 2013 ( Agreement ), between Woodridge Productions, Inc. ( Client ), and Global Protective Services, Inc., ( Contractor ) in connection with the Client s use of Contractor s services for the television series currently entitled Necessary Roughness ( Picture ). Paragraph references are to the paragraphs set forth in the Agreement, and all defined terms used herein are as defined in said Agreement. The following paragraphs are added and incorporated into the Agreement ( Rider ): 1. Notification to Client: Contractor shall promptly notify Client upon becoming aware of any actual threat, as reasonably determined by Contractor, to the security of, or criminal activity in connection with, the Services, a Client, and/or any individual in connection with the Services. 2. Firearms: Neither the Agents nor any Contractor personnel shall carry a firearm while rendering services in connection with the Services, without obtaining Client s prior written consent in each instance. 3. Reimbursements: Client will reimburse Contractor, upon approval of valid receipts, for all reasonable out-of-pocket expenses incurred on behalf of the service to the Client, i.e. small incidentals such as venue parking fees, etc. 4. Approval of Fees: Unless approved in advance in writing by Client, Client shall not be responsible for payment to Contractor of any fee or cost except as set forth under a Work Order. Client acknowledges and agrees that Contractor shall have no obligation to provide any services unless a Work Order or advance written approval has been delivered to Contractor. 5. Indemnification: Each party shall indemnify and hold the other party, its parents, related companies, affiliates, subsidiaries, employees, directors, officers, agents, representatives, successors, assigns and licensees, and each of them, harmless from and against liabilities, judgments, losses, claims, demands, damages, costs and expenses, including reasonable outside attorneys fees actually incurred, not to exceed, in the aggregate, ten percent (10%) of the liability, judgment or losses suffered by such party, the aforementioned parties and/or any of them, resulting directly and proximately from the party s negligence, willful misconduct or tortious conduct, not mixed with any negligence, willful misconduct or tortious conduct on the part of the other party, the aforementioned parties and/or any of them. The provisions of this paragraph shall survive the completion of performance under this Agreement. 6. Insurance: Contractor shall maintain insurance in accordance with Exhibit A attached hereto and will provide a certificate(s) of insurance and policy endorsements to Client prior to rendering Services hereunder. 7. No Equitable Remedies: The rights and remedies of Contractor in the event of any breach by Client of this Agreement shall be limited to Contractor s right to recover damages, including court costs and attorneys fees in the amount of fifteen percent (15%) of the amount recovered, in an action at law. In no event shall Contractor be entitled to enjoin or restrain or otherwise impair in any manner the production, distribution, or exploitation of the Picture, or any parts or elements thereof, or the use, publication or dissemination of any advertising, publicity or promotion in connection therewith. 8. There is no Paragraph Limitation on Damages: In no event shall either party hereto be liable for consequential and/or incidental and/or special and/or punitive damages, all of which are expressly excluded, and the parties, on their behalf, and on behalf of each party s parents, related companies, affiliates, subsidiaries, employees, directors, officers, agents, representatives, successors, assigns and

5 5 licensees, and each of them, hereby waive and renounce any right to recover any such damages from the other. 10. Confidential Information: Except as required by law or existing contractual obligations of the parties, Contractor shall not disclose any confidential information obtained while rendering Services to the Company under this Agreement. All of the terms of this Agreement shall be absolutely confidential and the parties to this Agreement agree that they shall not communicate, issue, release, or otherwise disseminate any information in connection with this Agreement whatsoever or in any way participate in any dissemination of the terms of this Agreement to any third party without the prior written consent of the other party. Contractor further acknowledges and agrees that personal photography of any nature at, of, or on any location in connection with the Picture is strictly prohibited and if Contractor breaches this provision, such breach will be grounds for termination of employment in Company s sole discretion. Notwithstanding any contrary provision in the Agreement, any photography taken by Contractor relating to the Picture or taken at, of, or on any location where the Picture is being produced will be deemed to be part of the results and proceeds of Contractor s services hereunder, and a work for hire for Company and Company shall be deemed to be the sole author and owner of all copyrights in and to any such photography. Client acknowledges that Contractor has certain pre-existing contractual obligations to third parties, which subject Contractor to possible audit for compliance therewith. Client does hereby consent to Contractor s disclosures made as part of such audit process. Client does hereby agree that nothing this paragraph shall impair or interfere with such pre-existing rights, and that any disclosures made as part of an audit of Contractor shall be exempt from the operation of this paragraph. 11. Ratification/Rider Governs: Except as supplemented and modified above, all of the provisions of the Agreement are hereby ratified and confirmed. To the extent that any terms of this Rider are inconsistent with the terms of the Agreement, the terms of this Rider shall govern. Accepted and agreed to: Client : Woodridge Productions, Inc. By: (Signature) By: (Printed name) Its: Date: Contractor : Global Protective Services, Inc. By: (Signature) By: (Printed name) Its: Date: