Magen Am - Residential Donation Agreement

Reference is made to the Security Patrol Pledge Levels webpage [] which is incorporated herein by this reference (the “Online Link”).  The Online Link sets forth a membership application which has been completed by the member donor identified on the Online Link (the “Donor”), which also contains the Donor’s home address and its premises and surrounding property (“Home”), the Effective Date (defined below) and the specific benefits and donor levels as detailed in the Tier Level Descriptions webpage [] elected by the Donor which are incorporated herein by this reference (“Benefits”). The Online Link also sets forth the basis at which the donations will be paid (i.e. on a monthly, annual or other basis).

This Residential Donation Agreement (this “Agreement”), dated as of the “Effective Date” set forth in the Online Link (the “Effective Date”), is between Magen Am USA, Inc., a California not-for-profit 501c(3) corporation (“Magen Am”), as a fully licensed Private Patrol Operator (PPO) in the State of California dedicated to providing for the safety of the Jewish community, and the Donor, and is effective for the Donor pursuant to the information set forth in the Online Link completed by the Donor.

The Donor understands that Magen Am is not providing a commercial service.  The Donor understands, represents, acknowledges and agrees that (1) any donations made by the Donor are for the sole purpose of supporting Magen Am’s mission and are and would be made whether or not the Donor receives or would receive any Benefits, (2) the value of the Benefits are impossible to determine, in part because the Donor may never see or realize any value from the Benefit, and (3) any Benefits received by the Donor are incidental to any donation.  Magen Am makes no representation or warranty as to the legality or availability of any tax deduction for any portion of their donation to Magen Am, including, without limitation, for any determination as to  the value of any Benefit the Donor may receive. The Donor is strongly advised to consult with the Donor’s tax attorneys, accountants and other consultants.

The security officers provided by Magen Am will perform the services agreed upon in this Agreement between Magen Am and the Donor. If the Donor alters instructions or directions given to the security officers by Magen Am, or if the Donor assumes any supervision of the security officers, the Donor will be solely responsible for any consequences and agrees to indemnify, defend, and hold harmless Magen Am from any losses, claims, expenses, or damages arising from or related to the actions or omissions of the security officers

Magen Am agrees to provide security services that follow current industry practices, but cannot guarantee that these services will prevent or minimize the likelihood of injury, death, loss or other damage to the Donor, the Donor’s family and any friends, acquaintances or neighbors of the Donor. Magen Am is only responsible for providing physical security services and has not been hired as a consultant to assess the security needs at the site. The Donor agrees that Magen Am is not an insurer and must obtain insurance covering personal injury and property loss or damage at the Donor’s premises. Magen Am provides security patrol services that aim to reduce certain risks of loss, but the value of the Donor’s or others’ property is not related to the amount of any donation or funds paid by the Donor and is not sufficient to guarantee that no loss will occur. If there is any loss to property or injury to any person, the Donor agrees to seek recovery from their insurer and waives any rights of recovery against Magen Am that an insurer or other person may have as a result of paying a claim or loss. If, despite this provision, there is any liability on the part of Magen Am due to negligence or otherwise, such liability will be limited to an amount equal to six times the monthly service charges. This amount will be paid and received as agreed upon liquidated damages, not as a penalty. Magen Am will not be liable to the Donor or any other person for damages exceeding this amount, regardless of the cause. This provision will continue after the expiration or termination of this Agreement.

Magen Am and the Donor hereby agree that Magen Am shall furnish uniformed security patrol officer services as ordered by the Donor at the Donor’s Home.  From time to time, as determined by Magen Am in its sole discretion, Magen Am may provide one or more of its uniformed security officers to patrol, observe, monitor and enter (in the case of entry, Magen Am will use reasonable efforts to get consent, provided that if Magen Am, based on the relevant circumstances, determines that there is an imminent threat to persons or property, Magen Am is hereby given permission to enter) the Home in order to provide security protection services (the “Services”).

Security patrol officer services shall be provided in accordance with written security officer patrol orders (hereinafter referred to as the “Post Orders”). Security services shall begin on the Effective Date of this Agreement and shall terminate one year from the beginning of services. At the expiration of the aforesaid term, this Agreement shall renew for additional one-year terms provided the Donor delivers a written instruction to Magen Am to that effect, and Magen Am notifies the Donor that Magen Am has accepted the extension of this Agreement. All services by Magen Am shall be deemed satisfactory unless written Notice is received by Magen Am within ten days from the date of performance.

In performing the services required of it under this Agreement, Magen Am shall comply with all applicable federal, state, county and city statutes, ordinances, and regulations.

Magen Am shall hire all security officer personnel and shall be responsible for the payment of all wages, appropriate expenses, and employer’s contribution to Social Security taxes, Medicare taxes, federal unemployment taxes, state unemployment taxes, state employment training taxes, state disability insurance  and any other taxes imposed on, or required for payment by, an employer by any governmental entity. Donor will be responsible for any holiday pay rate according to state and federal holidays.

All security officers shall be under the direction and control of Magen Am.  Magen Am personnel assigned to the Donor will be fully licensed security officers as required by the State of California. All Security officers shall be registered with the California Bureau of Security and Investigative Services. Magen Am shall have the right to assign such security officers as it sees fit in order to provide the necessary services, unless otherwise mutually agreed upon by the parties in writing.  Magen Am may change security officers at will.

Magen Am shall provide its security officers with all necessary uniforms, badges and equipment. Non- standard uniforms or equipment required by the Donor will be provided as agreed upon and at a cost as mutually agreed upon in writing.

 All security officers shall be employees of Magen Am or subcontractors to Magen Am and shall not be deemed to be employees of the Donor.

Any property, equipment, supplies, and materials provided by Magen Am and placed at or on any of the sites specified in this application will remain the property of Magen Am and Magen Am will have the sole and exclusive right to install, maintain, replace, and remove such property, equipment, supplies, and materials at any time during and after the term of this agreement.

The Donor agrees to notify Magen Am of any physical or environmental hazards on or about the Home to which exposure could lead to injury or illness of Magen Am’s employees.

The Donor represents to Magen Am that Donor maintains an adequate level of general liability insurance for the Home.

Nothing in this Agreement is intended to confer any rights or remedies on anyone other than the parties to the Agreement and their respective successors, representatives and assigns. The provisions of this Agreement shall not entitle any person not a signatory to this Agreement to any rights as a third party beneficiary, or otherwise, it being the specific intention of the parties hereto to preclude any and all-non-signatory parties from any such third party beneficiary rights, or any other rights whatsoever.

The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same.  No waiver by any party of any condition, or of the breach of any term, agreement, covenant, representation or warranty contained in this Agreement, whether by conduct of otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or of the breach of any other term, agreement, covenant, representation or warranty of this Agreement.

Each party who signs this Agreement in a representative capacity represents and warrants that he or she is authorized to execute the Agreement on behalf of the person or entity on whose behalf his or her signature is affixed.

If Magen Am employees use the Donor’s vehicles while performing their duties, the Donor is responsible for ensuring that the vehicles are fully insured and assumes all liability for any injuries to people or damages to property resulting from the use of these vehicles.

To the fullest extent allowed by law, the Donor agrees to assume full liability and maintain sufficient insurance coverage (including naming Magen Am as an additional insured) for any bodily injury or property damage resulting from pollution or pollution-related incidents or conditions on the Donor’s premises, including hazardous or nuclear materials (which include radioactive, toxic, dangerous, biological, or explosive properties, materials, and conditions).

Both parties agree that this Agreement will be in effect from the Effective Date and will be renewed to the extent set forth in this Agreement. However, if there is a strike, lockout, other labor trouble, or emergency situation at any of the sites where Magen Am personnel will be providing services, the Donor must promptly meet with Magen Am to evaluate the need for additional security services and the associated costs. If the Donor and Magen Am cannot agree on the provision of additional security services during the emergency, and Magen Am believes that the emergency poses a threat to the safety of its personnel, Magen Am may, with 48 hours’ written notice to the Donor, remove its personnel from any or all of the sites where it is providing services and terminate this Agreement, in whole or in part, without any liability.

Despite anything else stated in this Agreement, Magen Am may terminate it at any time after providing 48 hours’ prior written notice to the Donor if the Donor fails to pay any required funds or if a petition for bankruptcy, insolvency, reorganization, or appointment of a receiver to receive all or part of the Donor’s property is filed against the Donor in any court or under any statute.

Magen Am reserves the right to change any of the donor benefits as listed on the Tier Level Descriptions webpage in the event that Magen Am is unable or no longer desires, for whatever reason, to provide any such benefits. In the event Magen Am terminates any particular benefit, the Donor’s sole right of recourse is to terminate this Agreement. Additionally, Magen Am reserves the right to modify the recurring pricing of our service at any time. However, Magen Am will make every effort to notify the Donor in advance of any price changes. This may include changes to the cost of services, taxes, insurance or processing fees that may affect the overall price of the service being provided.

Magen Am will bill the Donor’s specified payment method on a regular basis for the services provided. Any disputes or claims regarding the amount billed or the underlying services must be sent in writing by the Donor to Magen Am within 7 days of the billing date, with supporting documentation and a description of the dispute. If not received within this timeframe, the Donor waives their right to dispute the invoice. The Donor agrees to pay a one-time late fee of $50 plus any collection and attorney fees and costs incurred by Magen Am in the event that a bill is not paid according to the terms of this paragraph. Time is of the essence for the purpose of this paragraph.

The Donor agrees not to directly or indirectly employ any person who has been employed by Magen Am within 180 days following their last day of employment with Magen Am. If the Donor breaches this provision, they will pay Magen Am $2,000 for each employee so employed.

Magen Am is an equal opportunity employer and does not discriminate in hiring, promotion, or enforcement of its policies and procedures based on race, color, creed, sex, age, marital status, or national origin. It also complies with all relevant laws, executive orders, and regulations.

This Agreement replaces all prior and other agreements, oral or written, between Magen Am and the Donor and represents the entire agreement between the parties. No other agreements or representations, oral or written, have been made by Magen Am. Magen Am can change the terms of this Agreement at any time and without advance notice.

If any terms or provisions of this Agreement are determined to be invalid or illegal, all remaining terms and provisions will still be in full force and effect.

The Donor agrees to the exclusive jurisdiction of any state or federal court located in Los Angeles County, California, and waives any objections to the venue of any such court. This Agreement will be governed by and construed in accordance with the laws of the State of California.

This Agreement is deemed executed upon completion of the Online Link and is incorporated by this reference into the Online Link application by the Donor.