Aley Moyer

The Californian 2020 Q4 – WHAT YOU SHOULD KNOW ABOUT CALIFORNIA WORK BREAK LAWS

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WHAT YOU SHOULD KNOW ABOUT CALIFORNIA WORK BREAK LAWS 

Debbie Howlett, TrackTik, Network Partner

While many security companies recognize that hungry and tired security officers aren’t at their most productive, providing meal or rest breaks to employees isn’t universally required by law (though many employers do provide meal or rest breaks out of courtesy).  

It is well-known that the state of California has some of the strictest employment laws in the United States. And while a number of U.S. states do require employers to provide meal breaks or rest breaks, California is only one of a few states that require both. It also requires that security companies pay their officers for some of this time by offering both a meal break and paid rest breaks.  

Meal Breaks

California law requires that for every five hours a security officer has worked, security companies must provide a 30-minute meal break. However, companies do not have to pay for this time – meal breaks are unpaid. So if the officer only works six hours or less, they can waive the right to a meal break. Security officers who work ten hours are entitled to a second 30 meal break which is also unpaid. If the entire shift doesn’t exceed 12 hours, then an officer can waive the second break as long as the officer took the first break. Two breaks may not be waived in one day.  

Rest Breaks

California law also requires companies to provide rest breaks to their officers. For every four hours worked, security companies must provide a paid 10-minute rest break. Security officers who work less than three-and-a-half hours are generally not offered rest breaks. 

As with all legislation, compliance with California’s labor laws is critical for security organizations since a failure to comply can lead to costly labor claims, stiff penalties, and lawsuits. So staying compliant with meal and rest breaks requirements is critical.  

Recent Lawsuits

Here are two examples of the consequences of not complying with California Work Break Laws, although there are some exceptions to the laws like for private-sector emergency workers who need to be available during their entire shift. 

In 2019, a resort located in Rancho Palos Verdes settled a class-action lawsuit with its hotel workers for $2.1 million. The Terranea Resort failed to provide hotel employees with rest and meal breaks, as well as numerous other violations under California labor law. 

Also in 2019, McDonald’s agreed to pay $26 million to settle a 6-year old lawsuit that alleged it violated wage and hour laws by not granting meal and rest breaks for 38,000 workers at its California restaurants. While McDonald’s didn’t admit culpability in the lawsuit, it did agree to ensure employees get adequate breaks.  

Advanced Break Management

To address the complexity of California work break laws, security companies should look for a security workforce management solution that includes Advanced Break Management. This allows supervisors and managers to implement break rules and automate break management to ensure that employees take the right breaks at the right time. It also ensures that you remain in compliance with the strictest labor legislation in your jurisdiction.   

A good rule of thumb here is to choose a solution that enables multiple meal and rest break rules to be created instantaneously, and alerts so security officers are always aware of breaks for best performance. Other important features include an overview of guard break schedules, simplified scheduling according to positions rather than individuals, and break reminders and overriding features for changes and exceptions.  

Advanced break management gives security organizations peace of mind by making it easier to comply with California’s ever-changing break rules and legislation – and reduce legal and financial risk – while simultaneously increasing workforce flexibility and guard productivity.

Debbie is an experienced writer with a demonstrated history of working in the security industry. She is based in Montreal, Canada, with TrackTik—a dynamic and cutting-edge tech company that sells cloud-based security workforce management software.

Debbie Howlett 
Content Specialist 
TrackTik 

debbie.howlett@tracktik.com
Twitter: @TrackTik  

 

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Kate

The Californian 2019 Q2 – ESSENTIAL CONTRACT TERMS FOR YOUR SECURITY SERVICES AGREEMENTS

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ESSENTIAL CONTRACT TERMS FOR YOUR SECURITY SERVICES AGREEMENTS

Barry A. Bradley, Esq., Bradley & Gmelich, CALSAGA Network Partner

While recently teaching CALSAGA’s Security University course on contracts, it became clear that many of your service contracts with your clients are often missing some vital essential terms.  Without going into too much detail in this limited space, examine your contract template and see if they contain each of the following:

  • General Statement of Duties (Scope) Are your duties clear and defined both as to location, post responsibilities, hours, expectations, and especially limitations? Are your officers to use force? Are they just required to observe and report?
  • Term of Contract When does your service agreement expire? Will it automatically renew? Is termination addressed?
  • Price and Payment Terms Are all service hours defined and invoicing defined?
  • Attorney’s Fees If a dispute arises between you and your client (for example, for non-payment), does the prevailing party have a right to recover its reasonable attorney’s fees?
  • Disclaimers Are you making promises you shouldn’t?
  • Indemnification This is perhaps one of the most vital areas of your agreement. Is it in your favor, or are you giving up the farm?
  • Insurance Requirements Are you providing appropriate insurance coverage? Are you required to name your client as an Additional Insured? Are there exclusions that might apply for which you might not have coverage?
  • How Disputes are Resolved? In the event of a legal dispute with your client, where and how will it be addressed?

These are just a few of the necessary provisions that should be addressed in any of your service contracts.  There are additional areas that can protect your business, but at a minimum, you should make sure you have these basics.

LESSON LEARNED:  We all know it is better to use your own contract than one that is drafted by your client. Your basic template can and should fully protect your business.  However, when you must use your client’s contract, you can always negotiate before you enter into the agreement and try to ensure that some of these essential provisions are there that will protect your business.

Contact us to assist you in reviewing your contract template, or any agreements you might be asked to sign.  (Once you sign it, it’s too late to change things.)

Barry A. Bradley is the Managing Partner of Bradley & Gmelich LLP located in Glendale, California, where he heads up the firm’s Private Security Team and oversees the Employment and Business Teams at the firm.  A former Deputy District Attorney, Barry’s practice concentrates on representing business owners in employment, business and licensing issues, as well as defending litigated cases involving negligent security, employment and business related issues.  The firm acts as general counsel for many security companies in California.  Barry is the Legal Advisor to CALSAGA.

He has been conferred an AV-Preeminent Peer Rating by Martindale Hubbell, the highest rating attainable, and has been named a Southern California Super Lawyer for the past 14 consecutive years in the area of Business Litigation.  Barry is also the recipient of CALSAGA’s Security Professional Lifetime Achievement Award. bbradley@bglawyers.com  818-243-5200.

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Kate

The Californian 2019 Q1 – HOW TO CUT OPERATING COSTS FOR SECURITY BUSINESSES

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HOW TO CUT OPERATING COSTS FOR SECURITY BUSINESSES

Mark Folmer, CPP, Msyl, TrackTik

When you run your own security business, there are several important investments that help you provide quality service to your clients such as training for security guards, uniforms and equipment. However, with modern management options, you can streamline your business, cut costs, deliver quality service and keep your security business profitable. Here’s how you can cut operating costs by 35% and increase profits for your security business:

Improve Service with Tracking and Data Analysis

Security companies live and die based on their ability to provide quality service to their clients. Tracking key field processes and using data analysis to improve your security performance is vital for lasting success in the security industry. By using software to track the location of security agents in real time, you’ll be better prepared to contact the nearest available operatives when additional support is needed. As you improve your team’s incident response time, client satisfaction will increase, allowing you to retain clients and gain valuable testimonials for attracting new business. Digital reporting software can also make it easier to analyze patrol and incident-related data. By matching tracking data with guard-uploaded incident pictures, video, and written comments in a digital database, it becomes significantly easier to review information so you can make informed decisions for streamlining your field operations.

Track Business Intelligence Data

Leveraging data isn’t just important for improving your team’s fieldwork. And while different security companies may value different KPIs (key performance indicators), there’s no denying that one of your top priorities should be to optimize operations and maximize your return on investment with each client. Investing in good business intelligence technology is essential for your success. With business intelligence tools and smart analytics, it becomes easier to identify common profitability pitfalls, such as inefficient employees, a high guard turnover rate, or client sites with costly overtime expenses. When your software can quickly match your accounting and scheduling data against your KPIs, it becomes easier to identify areas where change is needed. With business intelligence data at your fingertips, you can gain a better understanding of your business’s direct costs, anticipate staffing and coverage needs, and identify trends that could be hurting your profitability. With better data, you can make smarter budgeting decisions for the future.

Save Time by Streamlining Back Office Administration

Serious security business entails a large amount of documentation in the handling of your security agent workforce. That means a lot of time spent on administration and office work, covering everything from scheduling to payroll. If you can streamline these necessary processes, your team can spend less time on mundane day-to-day tasks and concentrate their efforts on delivering quality security service. When computer programs calculate, you gain efficient, controlled data that is automatically tracked and reported. Alternatively, modern scheduling software allows you to input important data regarding client needs, guard availability and certifications, reduce unbillable overtime, avoid costly errors, and other factors to automatically generate future schedules that match the right guards to the right clients, at the right site. Automating these and other similar processes will save you time and money by helping you avoid human error in schedules, payroll reports, and other documents. In addition, these reports will give you greater understanding and control over your office operations, helping you identify ways to allocate funds towards optimizing security operations. And you’ll be closer to your goals of faster, better service.

Go Paperless!

Do you have stacks of paper piling up in your office? Incident reports, contracts, invoices, schedules, and other paper documents can add up quickly. Not only do the costs of paper and other printing supplies add up over time; you’ve likely experienced the workflow issues of misplaced or lost documentation at least once (per week…). Modern back office management software allows you to replace paper reporting by digitally distributing important information to your clients, suppliers, and employees. These streamlined reports will ensure that vital information is never lost in a stack of papers so you can keep your clients happy–which is ultimately your best way to stay profitable. With digital reporting software, important information can be sent to clients and guards alike via email, text message, or push notification, creating a digital dialogue that is easily tracked and managed. As you digitally track your field operations, automate select tasks, and use intelligent data, you’ll be better equipped than ever to improve your security business operations and increase your profitability.

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Kate

THE CALIFORNIAN 2018 Q3 – GOING TO WORK FOR THE BUYER OF YOUR SECURITY COMPANY

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GOING TO WORK FOR THE BUYER OF YOUR SECURITY COMPANY

Harold A. Laufer, Esq., Bradley & Gmelich, CALSAGA Network Partner

Congratulations! You have an offer to sell your security company to a much larger operation. Due to your success, they want you to come and work for them, maybe to even continue to run your business or to manage an even larger security entity. They are also talking about giving you equity in the big company with potential bonuses.

Hmmm.  What should you be thinking of when evaluating how good a deal this really is, and whether you should stay on with the new company, or just take your money and head to the golf course?

For purposes of this article, we’re not going to talk about how to structure the deal – whether it should be a stock sale or an asset transaction. And we’re not going to discuss your tax issues. These are all really important, but instead we are focusing on the potential issues involved when you not only sell your business but go to work for the buyer of your security company.  Ask yourself how you will answer all of the questions below.

Who’s The Boss?

Let’s start with your employment contract. You’re used to running the show. Now you have a boss. The first question is “are you OK with that”? – or even if you’re not sure – are you receiving enough money to make it alright? Who are you reporting to? What do you know about the man or woman you’ll be reporting to? Do they seem reasonable? Under what circumstances can you be terminated? Because if the job isn’t all that secure, and you’re counting on the paycheck to get the deal worth what you’d like to make, you may be better off negotiating the sale price harder now rather than hoping things will work out later.

How much control will you have? Can you run things as you see fit, or if you don’t have a completely free hand, is it clear what the limits to your authority will be? Are you OK with the answer to that question? If part of your deal involves performance bonuses or an earn-out, are the targets realistic and achievable? And even if they are, is it confirmed the buyer will provide you with a sufficient budget and with enough operating discretion to actually hit your targets, or are the bonuses really illusory? It may sound great but in the real world will it actually happen?

How Much Longer Can I Take This? 

The next question is how long do you want to work as an employee, even if you’re an officer of the company making a lot of money? Does the amount of time you are required to stay on match how long you actually want to remain? Is it too long or not long enough to be worthwhile? We’ll talk more about this in a little while, but if you’re being offered equity, does your employment term align with how long it takes for your stock to fully vest?   (Full vesting means you can’t forfeit or lose the stock…it’s yours.) There’s a major risk if your employment can be terminated before your stock is fully vested and earned.

Am I Getting What They Say I’m Getting?

Let’s look at the equity side. How much of the buyer’s stock is on the table? Is it enough to be meaningful? Is it fair? Is it stock in the overall company or are you getting equity in a small little segregated piece of the business? Is it being given to you as part of the sale? Or is it extra in exchange for your staying with the business? If you have to earn it, what does that mean? Is it dependent on hitting certain targets? Is it dependent on your remaining with the company for a certain period of time? If you exceed your targets, can you get more stock?  (This is important because if you miss the targets you may lose stock or at least not earn some of it.) Are you getting stock options, which mean you have to buy the stock, albeit at a discount to fair market value, at the time you purchase your shares? Is your deal part of what we call a “roll-up.” This means your buyer is purchasing other companies like yours and wants to get a lot bigger. If it’s a roll-up, you should find out that your deal is equivalent to what other sellers are getting and is everyone getting a similar amount of stock?  (You might be receiving 10,000 shares, but if other similar sized companies are receiving 90,000 shares, this is not equitable for you.)  Is everyone receiving a similar compensation package. When a roll-up is in process it gives you an opportunity to talk to other owners and to get a better feel for what a good deal looks like.

If you earn or otherwise obtain all of your stock, who can you sell it to? What are your options for monetizing it? Unless you figure an even bigger buyer is coming along in the foreseeable future, you should consider making the buyer obligated to buy you out when you leave the company or at least at some mutually agreeable time. If the goal is to cash the stock in, you have to come up with a method of determining what the stock is worth. You should do that when you negotiate your employment deal and not leave it for later. Without a way to sell the stock, your stock certificates are just pieces of paper.

What About My Company’s Assets?

Does your security company have real estate, vehicles and/or equipment? Are they part of the sale or will you retain some or all of it? Is the buyer willing to lease these assets from you? This can be another revenue source for you and goes into figuring the total value of your deal.

Putting It All Together

When you decide to stay with the buyer of your security company there are complicated and interwoven issues about your compensation, your equity, your potential upside and possible side deals for assets that aren’t part of the overall package. Because these affect each other, making a mistake in any one of them can substantially change what your deal is worth. And most importantly, you have to think about why you want to stay on? Is it worth it financially? Is it secure? What is the realistic upside?  Are you going to be happy working – and working for someone else after years of doing things your way and being you own boss? It’s different, to say the least.

Bring your attorneys into the picture at the conceptual stage, not just to look over a final contract before you sign.  As you know, Bradley & Gmelich LLP works with sellers (and buyers) of security companies every day. We can help you understand the pros and cons of working for the buyer of your security company.

 

Harold A. Laufer is a highly experienced corporate transactional lawyer, and has been Of Counsel with Bradley & Gmelich LLP for over two years. He spent much of his career practicing corporate law as an equity partner at a major Midwest law firm, where he headed the Mergers and Acquisitions Practice Group. He has represented companies of all sizes, from start-ups to Fortune 500 companies, along with their owners and managers, as a Trusted Advisor. Mr. Laufer has handled a wide variety of transactions for corporate clients, with experience in all aspects of a business’ life cycle, starting with deal structuring and entity formation, and continuing through Founder’s documentation, initial HR, IP, rights and licensing issues, financing, growth, corporate governance and eventually ending in liquidity events and exits.

Mr. Laufer has published and lectured on mergers and acquisitions, negotiation strategies and skills, and corporate governance. He has taught graduate level business courses on family offices, contract drafting and enforcement, and entrepreneurship. He is affiliated with UCLA’s Anderson’s MBA and entrepreneurial programs.  hlaufer@bglawyers.com 818-243-5200.

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