Shetler Security Services Original Contract

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SECURITY GUARD SERVICES AGREEMENT 
This Security Guard Service Agreement is made and entered unto this I 5th day of AYm 2.Qll by and between Shetler and Associates, LLC., an Arizona 
Corporation, doing business as Shetler Security Services ("SSS") and The City of El Mirage, Arizona ("Customer"). 
I RECITALS 
A. 
SSS is engaged in the conduct of a security guard services business. 
B. 
Customer desires that SSS provide security guard services and SSS desires to provide security guard services to Customer on the terms and 
conditions set forth in this Agreement 
IL TERMS AND CONDITIONS 
NOW, 1HEREFORE, for and in consideration of the mutual promises, covenants, conditions and agreements contained herein, and other good and 
valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, covenant and agree as follows: 
1. 
2. 
3. 
Services; 
SSS will provide uniformed Anned security personnel "Guards" to provide Services as herinafter defined to the propc:rty(s) set forth in 
Attachment A (the "Premises"). The exact number, principal posts and hours of the Guards will be agreed to in writing by the parties hereto. 
Service Personnel: 
a. 
Specific procedures and protocols for the services (the "Services") by the Guards shall be agreed upon in writing by the parties hereto. 
Any other special instructions, oral or written, that may be issued from time to time by designated employees of Customer shall be 
performed only if reasonable. Disagreements shall be resolved by designated representatives of the parties. 
b. 
The Services shall be performed by qualified, efficient and discreet employees of SSS in accordance with the agreed upon procedures and 
protocols, and in accordance with the general standards for such services in the industry in the area being performed and in accordance 
with applicable law. 
c. 
If for any reason Customer reasonably believes that any employee of SSS is not properly carrying out prescribed duties, SSS will 
promptly, subject to applicable law, remove such employee from the performance of the Services and simultaneously substitute another 
employee of SSS. 
d. 
All Guards furnished by SSS will be employees ofSSS and will at all times be subject to the direct supervision and control ofSSS. SSS 
will have the sole responsibility of paying salaries, taxes and required withholdings (including but not limited to, Federal, State and Social 
Security taxes, and Federal and State unemployment taxes) for each such employee ofSSS. 
Insurance; 
SSS shall furnish and keep in full force and effect at all times during the term of this Agreement the following insurance: 
( I) 
General liability insurance in the name ofSSS covering liabilities for loss as a result of the active negligence or willful misconduct of 
SSS, its employees or agents, resulting in bodily injury to or death of a person in the minimum amount of One Million Dollars 
($1,000,000) per incident. 
(2) 
Auto insurance to protect both SSS and Customer covering liability for property damage, or bodily injury or death as a result of the 
negligence or willful misconduct of SSS, its employees or agents in the operation of a motor vehicle, in the minimum amount of One 
Million Dollars ($1,000,000). 
(3) 
Comprehensive or commercial general liability insurance (bodily injury and property damage), the limits of liability of such 
insurance shall not be less that One Million Dollars ($1,000,000) combined single limit per occurrence. 
(4) 
Workers' compensations insurance, in accordance with applicable law, covering all employees of SSS engaged in performing the 
Services. 
4. 
Indemnification: 
SSS shall indemnify, defend and hold Customer harmless from any claims for damage or injury, including personal injury or death, made 
against Customer by any third party, to the extent caused or arising from the active negligence or willful misconduct of SSS or its employees 
and agents, except that SSS shall have no obligation hereunder to the extent such injuries or damages are caused by the negligence or willful 
misconduct of Customer, its employees or agents. Customer acknowledges that SSS is not an insurer of Customer or Customer's employees 
and agents or their property and, SSS shall not be liable to Customer and Customer agrees to indemnify, defend and hold SSS harmless from 
any action brought by any third party regarding any loss or injury suffered by Customer or any third party due to any cause whatsoever, other 
than SSS's active negligence or willful misconduct, including without limitation burglary, vandalism, theft, robbery, assault, sexual assault, 
fire, water damage, or other casualty or criminal act, whether due to or related to any failure or negligent performance of SSS's obligations 
under this Agreement. 
F:\Agreements\Shetler Security Services Agreement.081518.A rev. 1/28/08 
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S. 
Liquidated Damages: 
Customer understands and agrees that if SSS should be found liable for loss or damage due to the failure of SSS to perform any of the 
obligations herein, in any respect whatsoeva-, SSS's liability shall be limited to Five Hundred Dollars ($500) as liquidated damages and not as 
a penalty because it is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from such failure, 
because of the nature of the services to be performed by SSS; the inability to ascertain what portion, if any, or any loss would be proximately 
caused by a failure by SSS to perform its duties herein, if any, and, among other things: 
a. 
The uncertain amount or value of Customer's property or the property of others kept on the Premises which may be lost, stolen, 
destroyed, damaged or otherwise affected by occurrences which the service is designed to detect or avert; or 
b. 
The uncertainty of the response time of any police or fire department, should the police or fire department be dispatched as a result of 
a visual or audible identification of a potential hann, loss or damage. 
The liability described in this section shall be exclusive. The provisions of this Section shall apply to loss or damage, irrespective 
of cause or origin, to persons or property which results directly or indirectly from the performance or non-performance of the 
obligations imposed by this Agreement or from negligence, active or otherwise, of SSS, its agents, servants, assigns or employees. 
c. 
The parties understand and agree: (i) SSS is not an insurer; that insurance desired by Customer, if any, other than as specifically set 
forth herein, shall be obtained by Customer; (ii) the payments provided for herein are based solely on the value of the Service and are 
unrelated to the value of the Customer's property or the property of others located on the Premises or the potential for bodily injury 
or death on the premises; and (iii) SSS makes no guaranty or warranty, including any implied warranty, that the Services supplied 
will avert or prevent occurrences or the consequences therefrom which the Service is designated to detect or avert 
6. 
Authorized Customer Personnel; 
Upon execution of this Agreement, Customer agrees to furnish to SSS a written ljst of the names, addresses, residence phone numbers and 
signatures of all persons authorized to be notified in the event of an emergency. All changes, revisions and modifications to the above shall be 
promptly supplied to SSS in writing. 
7. 
Force Maleure: 
SSS shall not be in breach of this Agreement or be liable in any capacity for damages, directly or proximately, flowing from SSS's inability to 
render service as a result of causes beyond SSS's reasonable control including, but not limited to, strikes, work stoppages, lockouts, war, 
rebellion, insurrection, hostilities, legal process, court action, mechanical failure, accidents, fires, acts of God, storms, flood, closed 
transportation routes. 
8. 
Increase in Charges: 
SSS shall have the right, at any time, to increase the security savice charges provided herein to reflect increases in Fedc:ral, State and local 
taxes, worker's compensation costs, municipal fees and charges, minimum wages, fuel costs and insurance costs which relate to the Services, 
and Customer agrees to pay for all security service charges including any increases. 
9. 
Termlnadon: 
This Agreement and all rights and obligations hereunder shall terminate upon the occurrence of any of the following: 
a 
Thirty (30) days after written notice from SSS to Customer without cause. 
b. 
Thirty (30) days after written notice from Customer to SSS without cause. 
c. 
The failure of Customer to pay and deliver to SSS any payment required under this Agreement within ten (10) days from its due date. 
d. 
The failure of either party to comply with any non-monetary provisions of this Agreement within fifteen ( 15) days after written notice 
from the non-defaulting party, except that if a non-monetary defuult is not reasonably capable of being cured within such fifteen (5) 
day period, the defaulting party shall be given an additional fifteen (15) days to cure such failure as long as the non-defaulting party 
has commended curing such failure within the original fifteen ( 15) day period and thereafter diligently proceeds to cure such failure 
as soon as reasonably practicable. 
e. 
If any voluntary or involuntary petition or similar pleadings under any section or sections of any bankruptcy code of the United States 
of America shall be filed by or against Customer or any voluntary or involuntary proceedings in any court in the United States of 
America shall be instituted to adjudicate Customer insolvent or unable to pay Customer's depts., and in the case of an involuntary 
petition or proceeding if same is not dismissed within seventy-five (75) days from the date it is filed, or Customer makes an 
assignment for the benefit of its creditors, or if a receiver is appointed for any property of Customer. 
10. 
Miscellaneous: 
a. 
This Agreement shall become effective only when approved and signed by authorized representatives of each of the parties hereto. 
This Agreement, including all attachments, schedules and exhibits constitutes the entire agreement and understanding between the 
parties related to the subject matter hereof, and no prior or contemporaneous representations, inducements, promises writings, 
correspondences, or agreements not embodied herein shall be of any force and effect. This Agreement shall be binding in accordance 
wiih its terms upon the parties hereto and their respective transferees, assigns and successors in interest; provided, however, this 
Agreement may be assigned by SSS to any parent, subsidiary, or affiliated corporation which it may hereafter acquire or with which 
it may be merged or consolidated, or to any corporation acquiring the business and assets of SSS, but this Agreement shall not be 
otherwise assigned by either party hereto without the prior express written consent of the other party, which consent shall not be 
F:\Agreements\Shetler Security Services Agreement.081518.A rev. 1/28/08 
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unreasonably withheld. This Agreement may be altered, amended or superseded solely by means of a writing signed by the parties 
hereto. The headings hereof are for convenience only and have no bearing on the interpretation of the terms of this Agreement. 
11. 
Default: 
Upon the occurrence of an event of default under this Agreement, the non-defaulting party may exercise any right or remedy available to it 
under this Agreement, in addition to any other right or remedy available to it at law or in equity. All rights and remedies of the non-defaulting 
party are cumulative, and the exercise of any one shall not be an election excluding the non-defaulting party at any other time from the exercise 
of a different or inconsistent right or remedy. No waiver by the non-defaulting party of any covenant or condition shall be deemed to imply or 
constitute a further waiver of the same at a later time, and the making of payments by the non-defaulting party even with the knowledge of 
default shall not constitute a waiver of such derault. 
12. 
Boycott of Israel: 
Boycott of Israel. Vendor certifies that it is not currently engaged in and agrees for the duration of this Agreement that it will not engage in a 
boycott oflsrael, as that term is defined in Ariz. Rev. Stat. § 35-393. 
13. 
Conflict of Interest: 
Conflict of Interest. This Agreement is subject to the provisions of Ariz. Rev. Stat. § 38-51 1. The City may cancel this Agreement without 
penalty or further obligations by the City or any of its departments or agencies if any person significantly involved in initiating, negotiating, 
securing, drafting or creating this Agreement on behalf of the City or any of its departments or agencies is, at any time while this Agreement or 
any extension of this Agreement is in effect, an employee of any other party to this Agreement in any capacity or a Vendor to any other party of 
this Agreement with respect to the subject matter of this Agreement. 
14. 
Compliance with Applicable Laws: 
In performing the Services, SSS shall comply with all applicable Federal, State, county and city statutes, ordinances and regulations. 
15. 
Jurisdiction and Venue: 
The parties agree that the tenns of this Agreement shall be governed by and construed in accordance with the laws of the State of Arizona. In 
the event it shall become necessary for either party to institute legal proceedings to enforce any of the teims and provisions of this Agreement; 
the non-prevailing party shall pay to the prevailing party reasonable attorneys' fees and expenses, where permitted by law. 
SSS: 
Customer: 
SHETLERSECURTIYSERVICES 
By: _
_ ____
_ ___________ 
_ 
Michael D. Shetler 
Title: _ _.M.....,,an .. a,..,21,.·n,..110..,.:.M..,,em
=ber
~,_/ Own== er.__ _________ _ 
Date: ____________________ _ 
702 E. Osborn Rd., Suite 160 
Phoenix, AZ 85014 
F:\Agrcements'.Sbetler Security Services Agrccment.081518.A rev. 1/28/08 
The City of El Mirage, Arizona 
By: _
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Title: 
/'>1 AYO/{ 
Date: 
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The City of El Mirage, Arizona 
14010 N. El Mirage Road 
El Mirage, AZ 85335 
3

AIT ACHMENT A 
I. 
Term: 
This agreement shall be for a period of one ( 1) year commencing upon the date of this Agreement. This Agreement shall automatically renew 
for successive one ( 1) year terms, subject, however, to prior termination as set forth in this Agreement. 
2. 
Service Description: 
On-Site Services: Provide unjformed. Armed security officer service§ to control access to the courthouse, operate fixed magnetometer to 
deter unauthorized items from being brought into the building and patrol exterior ofproperty to deter theft and vandaljsm. 
Service hours will be Monday through Friday from 08:00 a.m. to 5:00 p.m. for a typical, non-holiday work week. It will be 
necessazy to provide two (2) security officqs to provide this weekly service to ensure that the door to the building remains 
staffed unless the officer is conducting a mandated foot patrol or taking a DOL mandated rest period, 
3. 
Premises: 
City ofEI Mjrage Courthouse and adjacent Administrative Buildings. 
14010 N. El Mirage Road, EI Mirage Arizona 85355 
4. 
Payment Terms: 
For the Services herein agreed to be performed by SSS, Customer shall pay SSS at the rate of~ per service-hour for each 
service-hour worked provided that Customer shall be billed a minimum of~ service -hour per non-holiday week. Services of an 
"Officer-In-Charge" (OIC), if deemed advisable by SSS and if approved by Customer, shall be paid by Customer at the rate of$ N{A 
per OIC-hour for each OIC-hour worked provided Customer shall be billed a minimum ofN/A OIC-hours per week. Holidays (as 
hereinafter defined), and any overtime hours specifically requested by Customer, will be paid by Customer at one and one-half ( 1 ½) 
times the above-referenced rates. 
a. 
Should Customer request additional man hours of uniformed personnel over the minimum number of man-hours stated above, 
Customer agrees to pay SSS at a rate of m.l.Q per service-hour for each service hour over the minimum number of service-
hours with less than seventy-two (72) hours advanced notice. 
b. 
Customer will pay SSS at the hourly rates for all time spent by any of the employees of SSS in connection with court action that 
originated on the Premises while this Agreement was in effect 
c. 
At the end of each MONTH, SSS will send Customer an invoice for the Services performed during said period at the rate(s) 
specified above. Customer shall make payment to SSS within thirty (30) days of the billing date. 
d. 
Upon reasonable request, SSS will furnish Customer with time sheets coveting all hours spent by its employees in carrying out 
the terms of the Agreement 
**: Rates specified per location, see addendum 
5. 
Holidays 
Customer agrees to pay one and one ha/f(JV2) times the rates described in Section 4 above for the following Holidays: 
New Years Day 
Independence Day 
Thanksgiving Day 
5. 
Late Charge; 
Memorial Day 
Labor Day 
Christmas Day 
Presidents Day 
If Customer fails to make any payment due hereunder within ten (10) days after the due date, Customer shall immediately pay to 
SSS, in addition to the delinquent payment, a late charge equal to five percent (5%) of such delinquent payment. 
All notices given hereunder shall be in writing and may be served, either personally or by mail, postage prepaid, to the following address: 
SSS, Attention: Jo Anna Mauricio, 702 E. Osborn Rd., Suite 160, Phoenix, AZ 85014 
Customer: Attention: 
SHETLER SECURITY SERVICES 
CUSTOMER 
--- =====~ --
By:----~-~==:·:::-::::::=====::::...-
Michael D. Shetler 
Title: _ _,M=an._.a,..21,.·n..,g,._..M .. 
em,....b.,,er....,__/ .,.Own'-'=""er.__ _ _ _______ _ 
Title: --'-/J1
_ A....a..&.Y.=D_.Ri--=--______ _ 
Date: _ _ ___________ _______ _ 
Date: ---=-
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