No preview available
2003-38 " ~ / I SERVICE AGREEMENT . The following paragraphs of this Service Agreement (the "Agreement") outline the agreements and understandings by and between . Loomis, Fargo & Co. ("LF&Co.") a Texas corporation, with offices at: 40 W. Crystal Lake St., Orlando. Florida 32806. Agency License # 8-9700041 This Agreement expresses and outlines the services, roles, and responsibilities of the parties. If additional locations are added to the scope of this Agreement, consistent tenns and services will be maintained, These promises for such services and their related payments form the basis of this Agreement, made this 17th day of November, 2003, and City of Clermont ("CUSTOMER") POBox 120219, Clermont. FL 34711-0219. Term: Service will begin on the 1st day of December, 2003 and shall continue for a period of two (2) year(s). At the expiration of this Agreement, this Agreement shall automatically be extended for successive like periods unless tenninated by either party on sixty (60) days written notice prior to the next anniversary date. CUSTOMER agrees that LF&Co. is the exclusive provider for these services for the facilities contained herein. Any service issues will be provided to Loomis, Fargo & Co in, writing. Loomis, Fargo will be given 30 days to resolve the issues. If the issues are not resolved the customer has the option of canceling the contract with 30 days notice. CUSTOMER and LF&Co. agree to the following: Schedule for Services: Conjunctive. seauential. on route DickuD and deliverv of items at the followine: location(s) to/from CUSTOMER's desie:nated. mutuallv ae:reed-uDon location(s): LF&Co UNIT III LIABILITY SERVICE FEE for BRANCH LOCATION COVERAGE FREOUENCY SERVICE Orlando City of Clermont n 00. OOO/per K..-../per week $374.0o,/per month 4220 685 West Montrose St shipmen/. Recon Clermont, FL 34711 checks not included in amount . Waitine: Time: In the event the CUSTOMER requires additional time and LF&Co. agrees to stay, a charge of $2.00 per one (1) minute will be assessed after the first seven (7) minutes. Over fifteen (15) minutes, LF&Co. may elect to depart iTom the CUSTOMER'S location. Should LF&Co. be requested to return, the pick-up will be rescheduled as a Special Pick-up and will be charged at an agreed to fee prior to rendering service. Research Fee: A fee of $45.00 per hour will be charged for research ofLF&Co.'s documents or receipts that have aged over sixty (60) days, unless it is detennined to be solely an error ofLF&Co. Excess Item Handlin!!: A fee of $0.50 per item is assessed when the number of items or containers exceed 3 items per shipment. Excess Liabilitv: A fee of $0,25 per $1,000 or fraction thereof for any amounts which exceed the Liability Coverage per Shipment Amount. If CUSTOMER does not desire this Excess Liability Coverage, CUSTOMER must decline Excess Liability Coverage by initialing the box below: Decline Printed Name Title Date The undersigned individual, signing this Agreement on behalf of the CUSTOMER acknowledges, accepts and understands that these services are provided by LF&Co. under the attached Tenns and Conditions, which C STOMER hereby acknowledges receiving, and further represents that he or she has the authority to sign the Agreement on behalf o~ and to. the USTOMER. CUSTOMER LF~ B~~ By , Harold Turv111e Prin~~{Jj ç M;:¡ ynr Title I 11/25/03 Date. --- Revised: 01/05/00 Page 1 . .;¡ ., TERMS AND CONDITIONS . 1. Service: LF&Co. agrees to pick up, receive from, and/or deliver to CUSTOMER, or any designated agent, securely sealed or locked shipments which may contain any or all of the following: currency, coin, checks, securities, or other valuables. If the shipment container(s) does not appear to be securely locked or sealed, LF&Co, reserves the right to refuse to accept such container(s) and will not receive said container(s) from the CUSTOMER or its designated agent. If LF&Co. accepts sealed container(s), LF&Co. will give CUSTOMER a receipt for said sealed container(s), transport and deliver such sealed container(s) to the consignee designated by the CUSTOMER. CUSTOMER agrees that it will not conceal or misrepresent any material fact or circumstances concerning the property delivered to LF&Co. pursuant to this Agreement. The fee payable by CUSTOMER to LF&Co. is based upon the agreed upon liability limit{s) and level(s) of service provided by LF&Co. as stated in this Agreement. If additional or special services are required, CUSTOMER and LF&Co. agree to negotiate fees for these other services. Before these other services commence, a written amendment will be attached to this Agreement confinning these additional services. If other services are provided prior to the execution of a written amendment, the fees to be charged will be the standard fees quoted for such service by LF&Co, 2. Billint! and Payment: CUSTOMER agrees to pay LF&Co. within fifteen (IS) days of presented periodic invoices which shall include any applicable federal, state or local taxes, In addition, LF&Co. may, at its discretion, impose a service charge of one and one-half percent (1.5%) per month or eighteen percent (18%) per annum or such lesser rate as may be required by law, of the amount unpaid by CUSTOMER, as is due and payable to LF&Co. on all invoices not paid in full by invoice due date. CUSTOMER further agrees that undisputed portions of . . any invoice shall be remitted to LF&Co. in accordance with nonnal payment terms, However, should CUSTOMER fail to pay any undisputed amounts within thirty (30) days of the invoice date, LF& Co, may, at its sole option, tenninate this Agreement upon ten (10) days written notice to CUSTOMER. CUSTOMER . agrees to notify LF&Co. of dispute(s) arising &om any invoice within thirty (30) days after such invoice has been presented to CUSTOMER, or else such claim shall be deemed waived. 3. Rate Adiustment: LF&Co. reserves the right to increase the service fee(s) based upon the year to year changes in the Consumer Price Index (CPI) or other applicable economic factor(s). Subject to CUSTOMER's consent, 'LF&Co. may adjust the fee(s) based on increased cost(s) of operations. Such consent may be evidenced verbally, in writing or by the actions and practices of the parties. In the event that CUSTOMER refuses to consent to such adjustment, LF&Co. shall have the right to tenninate this Agreement upon thirty (30) days written notice to CUSTOMER. 4, Liability: LF&Co. agrees to assume the liability for any loss, according to the tenns of this Agreement of the securely sealed container(s) from the time LF&Co. signs for and receives physical custody of the sealed container(s). LF&Co. 's responsibility terminates when the CUSTOMER or its designated consignee takes physical possession of the sealed container(s) and signs LF&Co. 's receipt. If it is impossible to complete the delivery, LF&Co. shall be responsible for any loss until the sealed container(s) is returned to the CUSTOMER or its designated agent and a signed receipt obtained. While the sealed . container(s) is stored in the CUSTOMER'S premises, LF&Co, Revised 01/05/00 does not assume the liability for any loss. If CUSTOMER conceals or misrepresents any material fact or circumstance concerning the property or container, or the contents thereof, LF&Co. will have no liability for any loss in any way related to such fact or circumstance. 5. Excess Liabilitv: The following terms will apply if CUSTOMER did not decline excess liability coverage on the signature page. If LF&Co. shall accept tender of a shipment in excess of the Liability Coverage per Shipment Amount, CUSTOMER agrees to pay LF&Co. the excess liability fee set forth on the signature page. CUSTOMER, by paying this additional fee, will obtain full dollar coverage of any or all losses, subject to the other provisions of this Agreement. If CUSTOMER declines Excess Liability Coverage, liabilities covered under this Agreement are limited to the Liability Coyerage per Shipment Amount. 6. Indemnity: CüSTOMER agrc:es to indemnify, defend and hold harmless LF&Co, from all claims, costs or expenses arising out of any third party's threatened or actual claim, suit, demand, garnishment or seizure of any funds or property provided by CUSTOMER hereunder that is in LF&Co. 's custody due to a claim, demand or suit against CUSTOMER by such third party or through governmental seizure. LF&Co, agrees to give CUSTOMER prompt notice of any such claim, suit, demand or seizure and to provide CUSTOMER reasonable cooperation on the defense. 7, Claim Procedures: The following provisions shall control in the event of any loss or claim, notwithstanding anything to the contrary contained in this Agreement: a) In the event of a loss, CUSTOMER agrees to notify LF&Co. in writing within four (4) calendar days after the loss is discovered or should have been discovered in the exercise of due care, CUSTOMER agrees that any loss shall be reported by CUSTOMER to LF&Co. within ninety (90) days after the pick-up by LF&Co. of the securely sealed container in connection with which the loss is asserted. Unless such notice has been received by LF&Co. within this ninety (90) day period, such claim shall be deemed waived and released by the CUSTOMER. It is agreed that both parties will work together to detennine the extent of the loss, and if possible, the cause of loss. 1:1) The sole liability of LF&Co. (except as stated in this Agreement) in the event of a loss, from whatever cause, shall be subject to the Liability Coverage per Shipment Amount set forth in this Agreement or the Excess Liability Coverage, if not declined by the CUSTOMER. c) Subject to the provisions of 7(b) above, CUSTOMER agrees it will cooperate and assist in reconstructing lost, damaged, or destroyed checks constituting a part of any loss. LF&Co.'s liability, unless otherwise stated in this Agreement, shall be the payment to the CUSTOMER for the costs necessary to reconstruct the checks, any necessary cost because of stop-payment procedures and the face value of checks which cannot be reconstructed. The term "Reconstruction" is defined to mean the identification of the checks only to the extent of determining the face amount of said checks and the identity of the maker or endorser of each. CUSTOMER agrees in the event of a loss, that any liability of LF&Co. shall be reduced by the face value of reconstructed checks. Page 2 J ' . "'. . d) Upon the request of LF&Co., CUSTOMER ", ~ will furnish a proof of loss to LF&Co. or its insurance carrier, Once reimbursement has been made to CUSTOMER, LF&Co. and its insurer shall receive any and all of the CUSTOMER'S rights and remedies of recovery. 8. Limitations & Force Maieure: . a) The CUSTOMER agrees that LF&Co. will not be liable for any loss or damage. caused by or resulting from shortages claimed in the contents of the sealed or locked shipment(s), for consequential or incidental damages or losses, non-performance or delays, or for the breakage of statuary, marble, glassware, bric-a-brac, porcelains and similar fTagile articles. Likewise, LF&Co. shall not be liable to CUSTOMER for failure to render service if in LF&Co. 's judgment the same may endanger the safety of CUSTOMER'S property or personnel or LF&Co.'s vehicles or employees. b) It is further agreed that LF&Co. shall not be held accountable or liable for any damages or losses, caused by or resulting from illegal or fTaudulent acts of CUSTOMER's employees, agents, representatives, or third-party contractors. c) CUSTOMER agrees that LF&Co. shall not have any liability for losses of any documentation carried by LF&Co. at CUSTOMER's request without compensation. d) It is further agreed LF&Co. shall not be held accountable or liable for any damages or losses, whether controlled or uncontrolled, and whether such loss be direct or indirect, proximate or remote, or be in whole or in part caused by, contributed to, or aggravated by the peril(s) for which liability is assumed by LF&Co, resulting from: . (i) Hostile or warlike action in time of peace or war, including action hindering, combating or defending against an actual, impending or expected attack: (I) by any government or sovereign power (de jure or de facto) or by any authority maintaining or using military, naval or air forces; or (2) by military, naval or air forces; or (3) by any agent of any such government, power, authority or forces. (ii) Nuclear reaction, nuclear radiation, radioactive contamination or any weapon of war employing atomic fission or radioactive force or similar means, whether in time of peace or war. (iii) Insurrection, rebellion, revolution, civil war, usurped power, or action taken by governmental authority in hindering, combating or defending against such an occurrence; seizure or destruction under quarantine or customs regulations; confiscation by order of any governmental or public authority; or risks of contraband or illegal transportation or trade. (iv) Acts of God, named storms, tornadoes, flood, fire, earthquake, imposter pick-up or delivery, air piracy, strikes, labor disturbances, or other conditions or circumstan~es beyond LF&Co's reasonable control. 9. Disputes: CUSTOMER and LF&Co. agree that any controversy or claim, including any claim of misrepresentation, arising out of or related to this Agreement, or the furnishing of any service by LF&Co. to CUSTOMER, shall be settled by arbitration under the then current rules of the American Arbitration Association. The arbitrator shall be chosen fTom a panel of persons knowledgeable in the fields of financial institution security operations and annored car services. CUSTOMER and LF&Co. agree to equally share in the cost and fees of this resolution process. The decision and award of the arbitrator shall be final, unappealable and binding. Judgment upon the award so rendered may be entered in any court having . Revised 01105/00 jurisdiction thereof. Any arbitration hereunder shall be held in Houston, Texas. 10, Container Value Limitation: CUSTOMER acknowledges and agrees that the maximum value which LF&Co. will transport in any individual container will not exceed two hundred fifty thousand dollars ($250,000). If the total value of a shipment which CUSTOMER seeks to tender to LF&Co. exceeds two hundred fifty thousand dollars ($250,000), such shipment must be broken down into separate shipment containers of two hundred fifty thousand dollars ($250,000) or less. II. Holiday Service: LF&Co. agrees to provide service as stated in the Agreement with the following holiday exceptions: New Year's Day, Martin Luther King Day, President's Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Columbus Day, Thanksgiving Day, Christmas Day, federal banking and any local applicable observed holiday, Charges for service on such days will be mutually agreed upon in advance by the parties on a per pick-up basis, excluding Christmas Day. LF&Co. will not provide Christmas Day service. 12, Specials: Unscheduled pickups or deliveries are available under the same conditions .and provisions of this Agreement. Prices are quoted upon request. 13, Excess Liability Coveral!e: LF&Co. reserves the right to refuse tender of a shipment in excess of the Liability Coverage per Shipment Amount as set forth in this Agreement. 14. Entire Al!reement: This Agreement: (a) shall be governed by and construed in accordance with the laws of the State of Texas without reference to conflict of laws principles; (b) constitutes the entire agreement and understanding of the parties with respect to its subject matter, except that the terms of any agreement regarding confidential information of the parties shall be deemed to be a part of this Agreement; (c) and the fees set forth in it shall be treated as confidential information; (d) is not for the benefit of any third party; (e) may not be amended except by a written instrument signed by both CUSTOMER and LF&Co; (t) may not be assigned by CUSTOMER without LF&Co.'s prior written consent; (g) may be assigned by LF&Co., provided that LF&Co. shall furnish written notice of such assignment to CUSTOMER; (h) shall be binding upon any assignees, and defined terms used in this Agreement to apply to either party shall be construed to refer to such party's assignee; (i) is the product of negotiation; G) is subject to a contractually agreed one (I) year statute of limitations on all claims or the minimum allowable by applicable law; (k)shall not be deemed to have been drafted by either party; (I) may be executed in multiple counterparts, all of the same agreement which when taken together shall constitute one and the same instrument; (m) contains article and section headings which are for convenience of reference only and which shall not be deemed to alter or affect the meaning or interpretation of any provision of this Agreement; (n) does not make either party the agent, fiduciary or partner of the other; (0) does not grant either party any authority to bind the other to any legal obligation; (P) does not intend to nor grant any rights to any third party and (q) shall remain valid and enforceable despite the holding of any specific provision to be invalid or unenforceable, except for such specific provision. The waiver by either party of any rights arising out of this Agreement shall not cause a waiver of any other rights under this Agreement, at law or in equity. Any and all correspondence regarding this Agreement shall be delivered via certified mail (return receipt requested) or verifiable third-party courier (return receipt requested). Page 3