This Client Agreement (“Agreement”) is made effective upon the date of Client’s signature and acceptance (the “Effective Date”). Client is referred to herein as “Client” and Code 4 Security Services LLC is referred to as “Contractor”. Client and Contractor may each be referred to herein as a “Party” and collectively as the “Parties.”

 

1.     Services.  Contractor shall provide security services to Client as outlined in Contractor’s quote, which is attached and incorporated herein (the “Services”). Services shall be performed in a reasonable and customary manner in accordance with security services industry standards.

 

     In addition, Contractor shall perform such other duties and tasks, or changes to Services, as may be agreed upon by the Parties in a subsequent signed writing or Change Order. Any such writing shall detail any equitable adjustment made to the compensation due hereunder as a result of changes in the Services.

     

     The Contractor shall determine the method, details, and means of performing Services for which Contractor is responsible under this Agreement and Client will have no right to, and shall not, control the manner or determine the method of Contractor accomplishing or supplying Services. 

                                               i.     Lease: Installation. Contractor agrees to lease to Client, and Client agrees to lease from Contractor, the Equipment. Contractor or a separate third-party installer shall coordinate with Client and shall be responsible for the installation of the Equipment. The Equipment shall be installed pursuant to manufacturer’s specifications and in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards. Client is responsible for ensuring that any pre-installation requirements detailed in Contractor’s quote are met prior to the installation date. Client agrees to cooperate with Contractor or any separate third-party installer during installation. In no event shall Contractor be liable for any damages arising from or relating to any act or omission of any third-party installer when installing the Equipment.

 

                                             ii.     Operation. Client shall not remove the Equipment from Client’s address specified in Contractor’s quote without prior written approval of Contractor. Client shall allow Contractor, its representatives, or subcontractors to enter Client’s premises at all reasonable times to locate and inspect the state and condition of the Equipment. Client shall at its expense keep and maintain the Equipment in a good state of repair, normal wear and tear excepted, and shall use the Equipment only for its intended purpose and follow Contractor’s instructions regarding the use and maintenance of the Equipment (if necessary).

 

                                            iii.     Limited Warranty. Contractor shall replace the Equipment with identical or similar Equipment if the Equipment fails to operate in accordance with the manufacturer’s specifications and operation instructions. Such replacement shall be made as soon as practicable after Client provides notice to Contractor of any non-conforming Equipment. Contractor, its representatives, or subcontractors shall be responsible for the removal of and replacement of any non-conforming Equipment.

 

The limited warranty above does not apply where the Equipment has been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions, or use contrary to any instructions issued by Contractor, or used with any Third-Party Product, hardware, software, or product that has not been previously approved in writing by Contractor.

 

 

 

                                            iv.     Title and Risk of Loss. Title to the Equipment remains with Contractor or its lessors throughout the Term of this Agreement, and Client shall acquire no right, title, or interest in the Equipment. Client shall not pledge or encumber the Equipment in any way except for liens permitted by Contractor in its sole discretion. Client shall bear all risk of loss, damage, destruction, theft, and condemnation to or of the Equipment from any cause whatsoever (“Loss”) until the Equipment has been returned to Contractor as specified in Section 1a,vi,1. Client shall notify Contractor in writing within 10 days of any such Loss.

 

                                             v.     UCC-1 Financing Statement. The parties intend and agree that, if this Agreement is recharacterized as a secured financing or a lease intended for security, this Agreement shall be deemed a security agreement and Client shall grant Contractor a lien on and first priority security interest in the Equipment and all proceeds thereof, to secure the payment of Client’s obligations under this Agreement. Client authorizes Contractor to file Uniform Commercial Code (“UCC”) financing statements and other similar filings and recordings with respect to the Equipment. Client agrees not to file any corrective or termination statements or partial releases with respect to any UCCs or other similar filings or recordings filed by Contractor in connection with the Equipment except (i) if Contractor fails to file a corrective or termination statement or release on request from Client after the expiration or earlier termination of this Agreement or (ii) with Contractor’s consent.

 

                                            vi.     Return of Equipment.

 

                                               i.     If Contractor’s services include installation of Equipment, Contractor or a separate third-party installer shall coordinate with Client’s information technology personnel or agents and shall be responsible for the installation of the Equipment. The Equipment shall be installed pursuant to manufacturer’s specifications and in a timely, workmanlike, and professional manner in accordance with generally recognized industry standard. Client is responsible for ensuring that appropriate power, networking, and/or wireless connectivity is in place to install and operate the Equipment. Client agrees to cooperate with Contractor or any separate third-party installer during installation. In no event shall Contractor be liable for any damages arising from or relating to any act or omission of any third-party installer when installing the Equipment.

 

                                              ii.     If Contractor’s services include leased Equipment, Client acknowledges that the Equipment provided by Code 4, which may include SIM-based cameras, operates most effectively when connected to consistent power and reliable networking infrastructure. While Code 4 offers a solar-powered option, its performance is dependent on the camera being installed in a location with consistent, full sunlight. It is the Client’s responsibility to understand the inherent limitations of SIM-based and solar-powered equipment. To enhance the functionality and reliability of the Equipment, Code 4 strongly encourages Clients to provide constant power and network connectivity where possible.

 

                                             iii.     If Contractor’s services include leased Equipment, Client understands that the first two weeks after each device is installed is considered an adjustment period and Contractor will adjust settings and hardware as necessary to ensure maximum efficiency and up-time. During the adjustment period there may be periods of temporary downtime caused by environmental variables outside of Contractor’s control or that were not known prior to the original installation. Client will be billed for lease, data, and monitoring services during the adjustment period but will not be billed for any additional installation, maintenance, or hardware costs not detailed in the quote unless agreed upon in writing by both parties.

 

                                               i.     Less-Lethal Weapons. Unless specifically prohibited in writing by the Client, Client acknowledges and agrees that Contractor’s staff may utilize less than lethal weapons in providing Services. Less than lethal weapons may include weapons such as batons, expandable batons, and pepper spray (“Weapons”). Client has the right to request a prohibition against the use of certain Weapons by Contractor and any such prohibition shall be noted in the Scope of Services and shall not preclude the use by Contractor of other Weapons. Contractor’s staff shall only utilize Weapons for the purpose of providing Services which, as applicable, may include protecting Client and Client’s property, and protecting the health and safety of Client, customers, invitees, and licensees at locations where Services are performed. Client acknowledges certain inherent risks involved with the use of Weapons which may include injury, disability, death, or property damage.

 

Specific to the use of pepper spray, Client acknowledges that indoor environments provide challenges, as ventilation is usually less than in outdoor environments. Therefore, dissipation of pepper spray can take much longer. Once discharged, pepper spray may spread throughout an indoor environment. Individuals who are in the environment at the time of discharge might be affected, as might others who enter the environment. As a result, after discharge an indoor environment should be evacuated. Generally, indoor area decontamination consists of opening doors and windows in order to ventilate the enclosed area. Numerous variables will influence the time that ventilation is required, including the amount of ventilation to the area and the degree of contamination. The area affected by the residue of pepper spray should be cleaned using contamination guidelines and Personal Protective Equipment (“PPE”).

 

                                             ii.     Firearms. If Client requests the use of armed security, Client acknowledges and agrees that Contractor’s staff may utilize firearms in providing Services. Any armed guard must be authorized to carry weapons in accordance with applicable law in the jurisdiction including maintaining current state and local licenses. Contractor’s staff shall only utilize firearms for the purpose of providing Services which, as applicable, may include protecting Client and Client’s property, and protecting the health and safety of Client, customers, invitees, and licensees at locations where Services are performed. Client acknowledges certain inherent risks involved with the use of Weapons which may include injury, disability, death, or property damage. Client acknowledges and agrees that when consenting to the use of armed security, Client also consents to Contractor’s staff utilizing less than lethal weapons as described in Section 1.g.i.

 

Recordings shall not be utilized for marketing purposes or public distribution unless expressly authorized in writing by the Client. Additionally, recordings may be disclosed if requested or required in legal proceedings, interrogatories, subpoenas, civil investigation demands, or other similar legal processes. 

 

2.     Compensation; Invoicing.  As full compensation for Services rendered pursuant to this Agreement, the Client shall pay the Contractor as set forth in the fee schedule in Contractor’s quote. Client agrees that all Payments shall be made to Contractor immediately upon receipt of Contractor’s invoice or as otherwise addressed in Contractors quote. If payment is not made within fourteen (14) days from the due date of Contractor’s invoice, Contractor shall be entitled to a late fee in the amount of 10% of the invoiced amount plus interest at the rate of 1.5% per month until paid in full.

 

      Client acknowledges that the Contractor’s billing cycle is Monday through Sunday. Depending on the services provided, Client may receive more than one invoice for the coverage.

 

     Client acknowledges and agrees that if disputing the accuracy of a particular invoice, such dispute must be brought to Contractor’s attention within sixty (60) days from the date of the invoice. Contractor shall take prompt action to address any such dispute. Invoices which have not been disputed within sixty (60) days shall be deemed accurate.

 

– New Years Day

– Easter

– Memorial Day

– Independence Day

– Labor Day

– Thanksgiving Day

– Christmas Eve

– Christmas Day

– New Years Eve 

 

3.     Expenses. All costs and expenses incurred by Contractor which are within the ordinary course of business for Contractor in connection with the performance of Services which are not specified in the Agreement or in Contractor’s quote shall be the sole responsibility of and paid by Contractor.

Any costs and expenses incurred by Contractor outside the ordinary course of business for Contractor in connection with the performance of Services requested or required by Client will be billed back to the Client as a direct pass-through. Such additional costs include, but are not limited to, compliance websites, administrative access, or other costs imposed by third parties.

 

4.     Term and Termination.

      Client agrees that fees outlined in Contractor’s quote shall increase by 5% upon renewal for each successive one (1) year term unless otherwise agreed upon in writing.

 

    This Agreement may be terminated by Contractor upon thirty (30) days prior written notice to Client. At the time of termination, Contractor agrees to return all Client property used in performance of Services, including but not limited to computers, cell phones, keys, reports and other equipment and documents.

     Notwithstanding the foregoing, and except as otherwise provided for below, Contractor shall have the right to terminate this Agreement if payment on any invoice is not made, upon providing Client with five (5) days written notice of non-payment and opportunity to cure.  Contractor shall be entitled to cease the performance of Services immediately upon termination of the Agreement and shall have no liability to Client for any damages caused by the cessation of Contractor’s Services. Upon termination of this Agreement, all amounts owed to Contractor for Services provided through the date of termination shall be immediately due and payable.

 

5.     Emergencies. Client agrees and understands that if a threatening or emergent situation should arise, officers may have to abandon assigned duties to properly respond to and address the emergent situation.

 

6.     Contractor. The Parties agree and acknowledge that Contractor is not, for any purpose, an employee of Client.  Contractor does not have any authority to enter into agreements or contracts on behalf of Client and shall not represent that it possesses any such authority. Client remains responsible for all general policies and for all decisions made by Client, and releases Contractor from any liability or responsibility for such decisions, or for the information or lack thereof used by Client in making such decisions.  Contractor shall not be entitled to any of Client’s benefits, including, but not limited to, coverage under medical, dental, retirement or other plans. Client shall not be obligated to pay worker’s compensation insurance, unemployment compensation, social security tax, withholding tax or other taxes or withholdings for or on behalf of the Contractor in connection with the performance of Services under this Agreement. Nothing contained in this Agreement shall be deemed or construed by the Parties to create the relationship of a partnership, a joint venture or any other agency or fiduciary relationship. 

 

7.     Insurance.  For the term of this Agreement, Contractor shall obtain and maintain insurance, with appropriate and adequate coverage and limits, relative to Services that Contractor performs for the Client. If the Services include any leased equipment, During the term of this Agreement and until the Equipment is returned and accepted by Contractor, Client shall, at its own expense, maintain and carry leased equipment insurance in full force and effect sufficient to cover the leased Equipment. Upon Contractor’s request, Client shall provide Contractor with a certificate of insurance from Client’s insurer evidencing the insurance coverage specified in this Agreement. The certificate of insurance shall name Contractor as an additional insured. Client shall provide Contractor with 10 days’ advance written notice in the event of a cancellation or material change in Client’s insurance policy. Except where prohibited by law, Client shall require its insurer to waive all rights of subrogation against Contractor’s insurers and Contractor.

 

8.     Mutual Representations and Warranties.  Both Client and Contractor represent and warrant that each Party has full power, authority, and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement.  No other consents are necessary to enter into or perform this Agreement.

 

9.     Representations and Warranties.

 

 

 

10.  Limitation of Liability; Indemnification. Contractor shall not be liable for any loss, cost, expense, or damage to Client in an amount exceeding fees actually paid by Client under this Agreement.  Client waives any right to, and Contractor shall not be liable for, any direct, indirect, incidental, consequential, punitive, exemplary, or special damages sustained for any reason by Client pursuant to Contractor’s provision of Services under this Agreement. Client hereby releases Contractor and its directors, officers, shareholders, employees, and agents from any liability for injury or damage suffered by the Client in connection with the provision of Services, unless such injury or damage results directly from the negligent act of Contractor.  Client agrees to indemnify and hold harmless Contractor and its members, principals, employees, contractors, and agents from any liabilities, costs, or damages including reasonable costs and attorney fees resulting in whole or in part from any act or failure to act of the Client or any breach of this Agreement by the Client.

 

11.  Governing Law.  The terms of this Agreement and the rights of the Parties hereto shall be governed exclusively by the laws of the State of Colorado without regard to its conflicts of law provisions. 

 

12.  Disputes. Except as provided for in Section 21 of this Agreement, the parties agree to resolve disputes arising from this Agreement through mediation. The Parties agree to participate in a good faith effort to negotiate a resolution of any dispute before a mutually agreed upon mediator. If the parties are unable to agree upon a mediator within twenty-one (21) days after service of a notice initiating mediation, the parties shall utilize mediation services through the Judicial Arbiter Group (“JAG”) in Denver, Colorado, any successor of the Judicial Arbiter Group, or any similar mediation provider. If the dispute cannot be resolved through mediation, a Party or the Parties may proceed to litigation. In the event of litigation, the state courts of the State of Colorado in Larimer County shall have jurisdiction.

 

13.  Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 

 

14.  Assignment. The duties and obligations of Contractor under this Agreement may not be assigned, transferred or sold without the prior written consent of Client, which shall not be unreasonably withheld.

 

15.  Entire Agreement.  This Agreement, any exhibits, quotes, and other documents executed by the parties attached hereto constitute the entire agreement between the Parties hereto with respect the subject matter hereof, and supersede all prior negotiations, understandings, and agreements of the Parties.

 

16.  Amendments. No supplement, modification or amendment of this Agreement will be binding unless executed in writing. In the event of a change in Services, the Parties shall execute a Change Order for additional or modified Services and any changes in Compensation.

 

17.  Notices.  Any notice or other communication given or made to either Party under this Agreement shall be in writing and delivered via email, by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address provided herein or to another address as that Party may subsequently designate by notice, and shall be deemed given on the date of delivery.

 

18.  Waiver.  Neither Party shall be deemed to have waived any provision of this Agreement nor the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.

 

19.  Further Assurances.  At the request of one Party, the other Party shall execute and deliver such other documents and take such other actions as may be reasonably necessary to affect the terms of this Agreement.

 

20.  Severability.  If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal, and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement.

 

21.  Non-Solicitation/Non-Disparagement.  Client agrees that during the term of this Agreement and for a period of one (1) year after the expiration or termination of this Agreement for any reason, Client shall not: (a) directly or indirectly through any third party request or advise any customer or client of Contractor to withdraw, limit, or cancel such customer’s or client’s business with Contractor; (b) directly or indirectly through any third party induce or attempt to induce any employee or agent of Contractor to leave the employ of Contractor, or hire any such employee or agent in any business or capacity; or (c) make any statement disparaging to Contractor or any member, principal, officer, director, shareholder, employee or agent thereof, to any person, firm, corporation or other business organization whatsoever. Collectively, (a), (b), and (c) above are referred to as “Prohibited Acts.” The parties agree that in the event of any breach of this Section 21, Contractor shall be entitled to an Order for injunctive relief and/or for specific performance, or their equivalent, from a court, including requirements that Client take action or refrain from action to avoid additional damage to Contractor as a result of Client’s engagement in Prohibited Acts. Client agrees the Contractor does not need to post a bond to obtain an injunction and waives the right to require such a bond. The Parties further agree that in the event of Client engagement in Prohibited Acts monetary damages to Contractor may be difficult to determine. Accordingly, in addition to any ordered injunctive relief resulting from Client engagement in Prohibited Acts, the parties agree that in addition to any award of Attorney Fees and costs Contractor shall be entitled to liquidated damages in the amount of $5,000.00 per instance.

 

22.  Force Majeure. No Party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, other potential disasters or catastrophes, such as epidemics or pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (i) other events beyond the reasonable control of the Impacted Party.

 

23.  Attorneys’ Fees.  If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party, in addition to any other relief to which that party may be entitled, shall be entitled to an award of its reasonable attorneys’ fees and costs incurred.

 

24.  Joint Authorship.  The parties acknowledge and agree that this Agreement shall not be construed or interpreted against any party on the grounds of sole or primary authorship.  The parties acknowledge that they have had the opportunity to consult with and receive legal, accounting, and other advice by attorneys, accountants, and other professionals of their choosing prior to entering into this Agreement.