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This Is The Brotherhood Of The Beard Security (Bot-B Security) Terms Of Service And Conditions:

1. SERVICES.
1.1 The Client hereby engages the Contractor, and the Contractor hereby accepts
such engagement, to serve as an independent contractor to provide certain security guard
and related services to the Client on the terms and conditions set forth in this Agreement.
1.2 The Contractor shall provide to the Client the security guard and related
services set forth on Schedule 1 (the “Services”). Schedule 1 sets forth a detailed
description of the Services that includes specific number of security officers per Location and
per shift; the hours of coverage; the number of supervisory or other management personnel
deployed to oversee the performance of the Services; and the current hourly rate(s) of the
applicable personnel. Schedule 1 is further broken down between charges for standard or
regular security guard services, charges for emergency or unscheduled services, and charges
for specialized security guards to be used for special events.
1.3 Unless otherwise set forth in Schedule 1, the Contractor shall furnish, at its
sole expense, the uniforms, equipment, vehicles, supplies and other materials used by all
security officers employed by it to perform the Services. The Client shall provide the
Contractor with access to the Location to the extent necessary for the performance of the
Services.
1.4 The Services shall be rendered in a professional manner consistent with first
class security services, and in a manner that is courteous and polite to the public to the
extent possible under the circumstances. All Services shall be rendered so as to comply with
applicable laws, rules and regulations, including without limitation any rules or regulations
promulgated for any of the Locations by the City or Town or other lawful governmental authority.
1.5 In general, all security officers who patrol any of the Locations will be in standard
uniforms and will patrol on foot; provided, during certain designated hours or times set forth
in Schedule 1, specified personnel may patrol one or more of the Locations in vehicles.
1.6 The employees assigned to perform the Services shall be competent, qualified,
properly trained and licensed to perform all duties or tasks associated with the Services in a
manner consistent with the highest industry practices and standards. Prior to assigning them
to perform the Services, the Contractor shall perform a thorough background check on all
security officers and shall not assign any security officers to perform the Services if any
information disclosed in such background check reveals a criminal conviction or otherwise
indicates that such person, in any way, might not perform the Services in accordance with
the standards applicable under this Agreement. The Contractor also shall subject all security
officers performing the Services to be tested for drugs or other illegal substances prior to
their being assigned to any Location, and shall conduct appropriate drug testing periodically
thereafter in accordance with prudent industry practices.
1.7 No security officers or other employees shall be armed with firearms or other
lethal weapons while performing the Services except with the prior written consent of the
Client.
1.8 The Contractor’s supervisory personnel shall make periodic (but unannounced)
visits to the Locations to ensure compliance by on-site security officers with all requirements
relative to the Services.
1.9 The Contractor’s security officers shall cooperate with the Local Police
Department and other law enforcement agencies that have authority to act in any of the
Locations. Such cooperation shall include filing reports of incidents and calling in law
enforcement officers for incidents or events requiring assistance from or intervention by a
law enforcement officer. The Contractor’s security officers shall have the transmitters or
communications devices specified on Schedule 1.
1.10 Prior to commencing the Services the Contractor shall furnish to the Client
copies of all licenses, permits and approvals required by federal, state or local governmental
authorities for the performance of the Services by the Contractor. The Contractor shall
maintain all such licenses, permits or approvals in full force and effect during the Term (as
defined below) at the clients expense.
2. TERM. The term of this Agreement shall commence as of the Effective Date and shall
continue for a period of  years contracted thereafter, unless sooner terminated in accordance
with the terms of this Agreement (the “Term”). Any extension of the Term will be subject to
mutual written agreement of the parties.
3. FEES AND EXPENSES.
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3.1 As full compensation for the Services and the rights granted to the Company in
this Agreement, the Client shall pay the Contractor the fees at the hourly or other applicable
rates set forth on Schedule 2 (the “Fees”). The parties acknowledge that the Fees on
Schedule 2 are broken down between various categories, including for: (a) routine or regular
security services; (b) emergency or unscheduled services; and (c) specialized security
services for special events.
3.2 The Contractor is solely responsible for any travel or other costs or expenses
incurred by it or any of its employees in connection with the performance of the Services,
and in no event shall the Client be obligated to reimburse the Contractor for any such costs
or expenses.
3.3 The Client shall pay all undisputed Fees within thirty (30) days after the
Client’s receipt of a properly submitted and documented invoice.
3.4 All invoices submitted for any Fees shall set forth the hours and personnel
reflected in the invoice in reasonable detail that allows the Client to verify the basis for and
accuracy of the charges reflected in the invoice. The Contractor shall keep and make
available for inspection or examination by the Client all records maintained by the
Contractor in connection with furnishing the Services hereunder.
4. RELATIONSHIP OF THE PARTIES.
4.1 The Contractor is an independent contractor of the Client, and this Agreement
shall not be construed to create any association, partnership, joint venture, employee, or
agency relationship between the Contractor and the Client for any purpose. The Client Contractor
shall have no authority (and shall not hold itself out as having authority) to bind the Contractor in
any manner, and the Contractor shall not make any agreements or representations on the
Client’s behalf without the Client’s prior written consent. The Client shall not make any agreements or representations on the
Contractor’s behalf without the Contractor’s prior written consent.

4.2 Without limiting Section 4.1 above,  the Contractor And any of its
employees shall be eligible to participate in any vacation, group medical or life insurance,
disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans
offered by the Client to its employees. The Client shall be responsible for withholding or
paying any income, payroll, Social Security, or other federal, state, or local taxes, making
any insurance contributions, including for unemployment or disability, or obtaining
worker’s compensation insurance on the Contractor’s behalf. The Client shall be
responsible for, and shall indemnify the Contractor against, all such taxes or contributions,
including penalties and interest, as well as for minimum wage, overtime or other
requirements relative to its employees. Any persons employed or engaged by the Contractor
in connection with the performance of the Services shall be the Contractor’s employees and
the Client shall be fully responsible for them and indemnify the Contractor against any
claims made by or on behalf of any such employee.
4.3 In hiring, retaining, compensating or disciplining security guards or other
personnel who perform or are to perform the Services, the Contractor shall conform with all
laws, rules, regulations, executive orders or other legal requirements relative to employment
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that are imposed by any applicable federal, state or local governmental authority. Without
limiting the generality of the foregoing, the Contractor shall comply with the Federal Civil
Rights Act, the Fair Labor Standards Act, the Americans with Disabilities Act and the Labor
Management Relations Act.
4.4 The Contractor shall have the right to select the security officers or other
employees who perform the Services. The Contractor shall be solely responsible for issuing
instructions to, training and supervising its security officers or other employees, and to
control the method or means by which they perform the duties assigned to them by the
Contractor. The Contractor reserves the right to require the Client to remove or transfer to a
location other than the Original Location any security officer or employee whom the Contractor has
determined in good faith to have engaged in improper conduct, to be unqualified, or to
otherwise impose a hazard or threat.
4.5 In executing this Agreement the Contractor acknowledges that it has received a
copy of the Security Management Agreement; that the provisions of the Security
Management Agreement shall apply to the Contractor; and that the Contractor agrees to be
bound by the terms of the Security Management Agreement insofar as such terms are
applicable to the Services or the Contractor.
5. CONFIDENTIALITY.
5.1 The Contractor acknowledges that it may have access to information that is
treated as confidential and proprietary by the Client, its affiliates or the City, including, without limitation, the existence and terms
of this Agreement and information pertaining to operations of the Client or the City, and
information regarding donors, sponsors and financial information with respect to the Client
or Location, in each case whether spoken, written, printed, electronic or in any other form or
medium (collectively, the “Confidential Information”). The Contractor agrees to: (a) treat
all Confidential Information as strictly confidential; (b) to not disclose Confidential
Information or permit it to be disclosed, in whole or part, to any third party without the prior
written consent of the Client in each instance; and (c) to not use any Confidential
Information for any purpose except as required in the performance of the Services. The
Contractor shall notify the Client immediately in the event it becomes aware of any loss or
disclosure of any Confidential Information or other breach of its obligations under this
Section.
5.2 Confidential Information shall not include information that: (a) is or becomes
generally available to the public other than through the Contractor’s breach of this
Agreement; or (b) is communicated to the Contractor by a third party that had no
confidentiality obligations with respect to such information.
5.3 Nothing herein shall be construed to prevent disclosure of Confidential
Information as may be required by applicable law or regulation, or pursuant to the valid
order of a court of competent jurisdiction or an authorized government agency, provided that
the disclosure does not exceed the extent of disclosure required by such law, regulation or
order. The Contractor agrees to provide written notice of any such order to an authorized
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officer of the Client within twenty-four (24) hours of receiving such order, but in any event
sufficiently in advance of making any disclosure to permit the Client to contest the order or
seek confidentiality protections, as determined in the Client’s sole discretion.

5.4 The Contractor Reserves The Right To Store Any Information Confidential Or Otherwise In Any Media Format For Company Records Keeping As Well As The Right to Keep Contractor Records Under The Confidentiality Agreement. 

6. REPRESENTATIONS AND WARRANTIES.
6.1 The Contractor represents and warrants to the Client that:
(a) The Contractor has the right to enter into this Agreement, to grant the
rights granted herein and to perform fully all of its obligations in this Agreement;
(b) The Contractor’s entering into this Agreement with the Client and its
performance of the Services do not and will not conflict with, or result in any breach
or default under, any other agreement to which the Contractor is subject;
(c) The Contractor has the required skill, experience and qualifications to
perform the Services in accordance to the standards set forth in this Agreement, and
shall perform the Services in accordance with the standards set forth in this
Agreement. The Contractor shall devote sufficient resources to ensure that the
Services are performed in a timely and reliable manner; and
(d) All Services shall be performed by the Contractor in compliance with
all applicable federal, state, and local laws, rules and regulations.
6.2 The Client hereby represents and warrants to the Contractor that:
(a) it has the full right, power, and authority to enter into this Agreement
and to perform its obligations hereunder; and
(b) the execution of this Agreement by its representative whose signature is
set forth at the end hereof has been duly authorized by all necessary corporate action.
7. INDEMNIFICATION.
7.1 The Contractor shall defend, indemnify and hold harmless the Client, its
affiliates (including Downtown Detroit Partnership, Inc. and the Downtown Detroit
Business Improvement Zone) and the City, and their respective officers, directors,
departments, employees, representatives, agents, successors and assigns (each an
“Indemnified Party” and collectively, the “Indemnified Parties”), from and against all
claims, demands, suits, actions, expenses, judgments, obligations, damages, charges, losses
and liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or
expenses of whatever kind (including without limitation the fees and expenses for attorneys,
expert witnesses and consultants) that may be imposed upon, incurred by or asserted against
arising out of or resulting from:
(a) any negligent or tortious act, error or omission attributable in whole or
in part to the Contractor; and
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(b) any failure by the Contractor to perform its obligations, either express
or implied, under this Agreement; and
(c) bodily injury, death of any person, or damage to real or tangible,
personal or intellectual property resulting from the Contractor’s negligence or
wrongful acts or omissions;
(d) any breach of any of the Contractor’s representations, warranties or
obligations under this Agreement.
Notwithstanding the foregoing, the indemnification obligation set forth above shall not
include any claims, demands, judgments, suits, actions, expenses, losses or liabilities,
including costs and attorney’s fees, which are caused solely by the negligence of the
Indemnified Party (other than the City) seeking to enforce such obligation.
7.2 The Client may satisfy any obligation under such indemnity (in whole or in
part) by way of deduction from any payment due to the Contractor.
8. INSURANCE. The Contractor shall maintain or cause to be maintained, the
following insurance coverages at its sole expense:
(a) Commercial General Liability Insurance with minimum limits of:
$1,000,000 per occurrence for Bodily Injury and Property Damage
$2,000,000 General Aggregate – other than Products/Completed Operations
$2,000,000 Products/Completed Operations Aggregate
$100,000 Fire Damage Liability
$10,000 medical expense per person
This coverage shall be written on an Occurrence form basis including coverage
for Blanket Contractual Liability, terrorism and provide for severability of interest
between insureds. This coverage should include a law enforcement or security
services endorsement. The Client, the City and their designated affiliates, shall be
named as additional insureds. The policy shall provide that the coverage is
primary and non-contributory with any self-insurance or other insurance available
to Client.
(b) Security Guard Errors or Omissions Insurance with minimum limits of:
$5,000,000 each occurrence
$10,000,000 aggregate
This insurance shall include coverage for false arrest, discrimination, humiliation,
assault and battery, terrorism, first aid errors and omissions. The Client, the City
and their respective designated affiliates shall be named as additional insureds.
The policy shall provide that the coverage is primary and non-contributory with
any self-insurance or other insurance or self-insurance available to the Client, the
City or their respective affiliates.
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(c) Workers’ Compensation with Michigan Statutory limits
The policy shall apply to all Conservancy’s employees and persons employed or
hired to perform or provide Services and/or Additional Services.
(d) Employers’ Liability with minimum limits of:
$500,000.00 minimum each person
$500,000.00 minimum each accident
(e) Auto Liability Insurance with minimum limits of:
$1,000,000 each accident
Coverage shall apply to all owned, hired and non-owned vehicles and provide
personal and property protection insurance, including residual liability insurance
under Michigan no fault insurance law. Such insurance shall provide contractual
liability coverage, apply on a primary and non-contributory basis with any selfinsurance or other insurance available to the Client, the City or their respective
affiliates. The Client, the City and their designated affiliates shall be included as
named insureds.
(f) Excess/Umbrella Liability Policy with minimum limits of:
$5,000,000 each occurrence for Bodily Injury and Property Damage
$5,000,000 General Aggregate- other than Products/Completed Operations
$5,000,000 Products/Completed Operations Aggregate
The policy shall apply excess of and be no less broad than coverage provided by
Commercial General Liability, required herein, and the Client, the City and their
designated affiliates shall be named as additional insureds.
All insurance policies shall be issued by insurers with a Best’s Rating of A- or above unless
otherwise approved by the Client.
To the extent available on commercially reasonable terms, all insurance policies shall
provide that they may not be canceled or materially changed without at least thirty (30)
days’ prior written notice to the Client. Certificates of insurance evidencing such coverage
shall be in a form reasonably acceptable to the Client.
The Contractor shall be responsible for payment of all deductibles or self-insured retentions
contained in any insurance required of the Contractor under this Agreement.
The Contractor shall cause the insurers of coverages required herein to waive any rights of
subrogation against the Client, the City and their respective affiliates.
9. TERMINATION.
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9.1 The Contractor may terminate this Agreement without cause or reason upon thirty
30 days’ written notice to the Contractor. In the event of termination pursuant to this
Section, the Client shall pay the Contractor on a pro-rata basis any Fees then due and
payable for any Services completed up to and including the effective date of such
termination.
9.2 The Client may terminate this Agreement, effective immediately upon written
notice to the Contractor, if the Contractor materially breaches this Agreement, and such
breach is incapable of cure, or with respect to a material breach capable of cure, the
Contractor does not cure such breach within ten (10) days after receipt of written notice of
such breach.
9.3 Upon expiration or termination of this Agreement for any reason, or at any
other time upon the Contractor’s written request, the Client shall promptly after such
expiration or termination:
(a) deliver to the Contractor all tangible documents and materials (and any
copies) containing, reflecting, incorporating, or based on the Confidential Information;
(b) permanently erase all of the Confidential Information from its computer
systems; and
(c) certify in writing to the Contractor that it has complied with the
requirements of this Section.
9.4 The terms and conditions of Sections 7.1, 9.1, 9.2, 9.3 and this 9.4 shall
survive the expiration or termination of this Agreement.
10. ASSIGNMENT. The Contractor shall not assign any rights, or delegate or subcontract
any obligations, under this Agreement without the Contractor’s prior written consent. Any
assignment in violation of the foregoing shall be null and void. The Contractor may assign its rights
and obligations under this Agreement at any time. Subject to the limits on assignment stated
above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each
of the parties hereto and their respective successors and assigns.
11. MISCELLANEOUS.
11.1 All notices, requests, consents, claims, demands, waivers, and other
communications hereunder (each, a “Notice”) shall be in writing and addressed to the party
at the addresses set forth on the first page of this Agreement (or to such other address that
may be designated by the receiving party from time to time in accordance with this Section).
All Notices shall be delivered by personal delivery, nationally recognized overnight courier
(with all fees prepaid), facsimile or email (with confirmation of transmission) to the
facsimile number or e-mail address of the person executing this Agreement on behalf of the
party to which notice is being given, or certified or registered mail (in each case, return
receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a
Notice is effective only if (a) the receiving party has received the Notice, or (b) the party
giving the Notice has complied with the requirements of this Section.
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11.2 This Agreement, together with any other documents incorporated herein by
reference and related Schedules, along with the Request for Proposals dated as of
___________ __, 2022 (which is hereby incorporated herein by reference), constitute the
sole and entire agreement of the parties to this Agreement with respect to the subject matter
contained herein, and supersedes all prior and contemporaneous understandings,
agreements, representations, and warranties, both written and oral, with respect to such
subject matter.
11.3 This Agreement may only be amended, modified or supplemented by an
agreement in writing signed by each party. Any of the terms hereof may be waived only by
a written document signed by the party waiving compliance with the term.
11.4 This Agreement shall be governed by and construed in accordance with the
internal laws of the State of Maine without giving effect to any choice or conflict of law
provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of
the federal and state courts located in the County of Piscataquis in any legal suit, action, or
proceeding arising out of or based upon this Agreement or the Services provided hereunder.
11.5 The failure of the Client to enforce any provision of this Agreement on one or
more occasions shall not be construed as a waiver of the right of the Client to enforce such
provision in the future.
11.6 If any term or provision of this Agreement is invalid, illegal or unenforceable
in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other
term or provision of this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction.
11.7 This Agreement may be executed in multiple counterparts and by facsimile
signature, each of which shall be deemed an original and all of which together shall
constitute one instrument

 

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