Exclusivity

For twelve (12) calendar months after signing this Agreement, Client agrees to exclusively use BlueTac for private security services. This exclusivity may be prematurely terminated at the option of either BlueTac or Client if BlueTac defaults or is negligent in its performance of the Outline of Services stated in Section 8 of this Agreement.

Following termination of the Agreement, Client agrees to not hire any employees of BlueTac for the purpose of providing private security services in their individual capacities. Violation of this subsection will entitle BlueTac to institute legal action against Client to recover amounts commensurate with hours worked and services provided by such employees under the terms of this Agreement as if BlueTac had continued to provide such services instead.

Agency

In the absence of any owner or manager of the Property or Client’s business thereupon, employees of BlueTac shall be authorized agents of the Property. Client shall allow BlueTac employees to perform regular security duties which include, but are not limited to, trespassing uninvited and unwelcomed persons from the Property and detaining persons who commit crimes upon the Property.

In the event that Client purchases “Alarm/Emergency Response” services as stated in Section 6 of this Agreement (Commercial or Residential), Client further pre-authorizes BlueTac to respond to their security system alarm or to a direct call from Client, and to produce a report of the incident and/or call the police as the circumstances may justify in BlueTac’s sole and reasonable discretion.

Hold Harmless

Client agrees to not hold BlueTac or any of its individual employees liable for any damages to real or personal property, bodily injury, or any and all other liabilities which may potentially arise from the performance of BlueTac’s services under this Agreement. This includes but is not limited to damage to vehicles, damage to buildings, or any other damage or bodily injury which may occur in the course of BlueTac’s performance of services under this Agreement.

Billing

Client agrees to be invoiced weekly for all services performed during the previous week (Billing week is defined as Monday – Sunday). BlueTac reserves the right to bill for any past due invoices owed to BlueTac by Client. There shall be a 1.0% transaction fee on all ACH transactions and a 3.0% transaction fee on all credit card transactions. Any chargeback on a credit card or failed ACH transfer shall permit BlueTac to charge another payment method on file in the alternative, plus a 10% fee as a result of the initial failed charge. Client agrees to pay for any single-use equipment that is used while services are being provided, including but not limited to Taser probes, pepper spray, and any other equipment which may be used in BlueTac’s performance of the Outline of Services stated in Section 8 of this Agreement. Client agrees to pay invoices within fifteen (15) days of receipt thereof. If Client does not pay the total amount of an invoice within fifteen (15) days, BlueTac reserves to right to conclude its services and send the delinquent account to a collection agency. Tax is included in all invoices. A late fee of 0.2% of the principal amount due shall be applied every day after the due date of an invoice.

In the event that Client purchases “Alarm/Emergency Response (Residential)” services as stated in Section 6 of this Agreement, Client shall provide BlueTac with their contact information and ACH or credit card information to retain and automatically bill both for the subscription on monthly basis and for each individual alarm response without issuance of an invoice. In such instance, Client and BlueTac agree that BlueTac shall retain Client’s credit card information for the sole and exclusive purpose of billing for alarm responses and monthly subscription fees, and BlueTac shall confidentially retain said information for this purpose. Additionally, Client grants to BlueTac, Agent of The Property authority so unauthorized people can be trespassed from the site in the absence of the Client. Finally, Client grants to BlueTac and its guard’s, authority to video and/or audio record all people present during incidents for which response was instigated by the client for reporting and training purposes. [ ] BY CHECKING THIS BOX, CLIENT AND BLUETAC AGREE THAT THIS PARAGRAPH SHALL APPLY TO THIS CONTRACT.

Pricing

Holiday’s – A premium rate of 1.5X the rate above will be charged on the following holidays (NOTE: This does not apply to Security Equipment but does include Monitoring):

New Years Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day

Annual Escalation Clause – All contract pricing is subject to an annual increase of up to 5% to ensure BlueTac continues to generously compensate its professionals and keep up with inflation. Price escalations, if any, will take place no earlier than the one-year anniversary of this contract. Notification of any such pricing increases will be provided in writing to Client no less than 30 days prior to the increase. Overtime Clause – BlueTac will always do everything we can do to staff all shifts that we agree to staff and sometimes we are forced to go into overtime to staff client sites. If we do go into overtime, you will see those OT hours be billed at 1.5x your current bill rate. We continue to try our best to keep OT as low as possible.

Contract Term

Services provided to Client by BlueTac shall be automatically renewed at the end of the initial contract length. When renewed, the contract length will be 2 years and automatically renew every 2 years. If Client wishes to cancel services, Client agrees to give notice with at least 30 days of notice before the end of the contract.

Scope Of Services

The client agrees to pay for the services listed below. (Include start date, days per week and shift times) Two plain clothed Executive Protection Assets for Tacoma South Hospitality’ majority business partners. Covertly observe and report in third party Incident Report. Prioritize safety and security of contracted Executives and provide witness to activity through written report. Non-lethal, lethal executive and lifesaving protection as warranted.

Modification

No modification to, or waiver of, any terms under this Agreement shall be valid or binding on the parties to this Agreement unless the same be in writing and signed by both BlueTac and Client. Failure by BlueTac to insist upon strict performance of any term or condition of this Agreement, or to exercise any option herein conferred on one or more instances, shall not be construed to be a waiver of such performance or option, or of any other covenants or agreements, on subsequent occasions, but the same shall be and remain in full force and effect.

Survival and Severability

The terms and conditions of this Agreement shall survive the completion of any services under this Agreement and the termination of this Agreement, whether for cause or for convenience. If any term or condition of this Agreement is ever held to be unenforceable, all remaining terms and conditions shall continue in full force and effect.

Dispute Resolution

All disputes, claims, or controversies relating to this Agreement that are not resolved by agreement of the parties shall be submitted to final and binding arbitration prior to the filing of any lawsuit. Arbitration shall be governed by the Washington State Superior Court Civil Arbitration Rules, regardless of the amount in dispute. The parties shall agree on an arbitrator. If the parties cannot agree on an arbitrator within fifteen (15) days after the first date in which one party proposes an arbitrator, then this matter shall be referred to Washington Mediation and Arbitration Services (WAMS) for selection of an arbitrator. Unless otherwise agreed, the arbitration proceedings shall be conducted in Pierce County, Washington. BlueTac and Client shall split equally any cost or fee required by the arbitrator. A judgment entered upon and confirming any arbitration award shall be binding, final, and non-appealable, and the parties waive any right to a jury trial. The provisions of this section and any award of the arbitrator may be enforced by any court of competent jurisdiction.

Attorneys’ Fees and Costs

In the event that it is necessary for either party to institute legal action or arbitration in order to enforce any portion of this Agreement, the substantially prevailing party in any action, lawsuit, or arbitration shall have a right to their reasonable attorneys’ fees and costs, including any costs associated with an arbitration.

Choice of Law

This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Washington.

Entire Agreement

This Agreement is the sole and entire Agreement and constitutes a complete integration of all understandings between BlueTac and Client regarding the private security services described herein. The Agreement supersedes all prior negotiations, representations, promises, inducements, and agreements, whether written or oral. No subsequent notation, modification, alteration, renewal, addition, deletion, change, or amendment to this Agreement shall have any force or effect unless in the form of a written amendment to this Agreement in writing executed by all parties hereto.

Independent Review

The parties acknowledge that they have read this Agreement and fully understand its terms and that they have had the full opportunity to be advised by their independent legal counsel.

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