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2011-106 • CompuSale !SERVICE COMPUSAFE® SERVICE AGREEMENT AGREEMENT NO. CS20110520-1004 This CompuSafe Service Customer Agreement is made as of 06/20/2011, (the "Agreement"), by and between BRINK'S U S , A DIVISION OF BRINK'S, INCORPORATED ("Brink's") with offices located at 9900 SATELLITE BLVD. ORLANDO, FL. 32837 and City of Clermont ("Customer"), with offices located at 685 W Montrose St , Clermont, FL, 34711 Brink's agrees to provide Brink's CompuSafe®Services in accordance with the terms and conditions stated herein 1. DEFINITIONS. (a) "Content Report" means a report provided by the Equipment (as defined below) that sets forth the value of each Shipment handled by Brink's, including the "said to contain" amounts for the sealed cassettes, and other Customer Property collected from the Equipment (b) "Delivery Location" means the location designated by Customer as the place where Brink's is to deliver Shipments (c) "Documentation" means written materials describing the function and use of the Equipment (as defined below) (d) "Equipment" means the items of equipment described in Schedule A together with all related software and accessories and the Documentation (e) "Loss" means any loss of, damage or destruction to Property (f) "Maximum Liability Amount" means the total liability assumed by Brink's for Loss of a Shipment, as specified in this Agreement (g) "Pick Up Location"means the location where the Equipment is installed as shown on Schedule B (h) "Property"means currency, coin and checks placed in the Equipment (i) "Shipment" means one or more sealed containers, including locked and sealed cassettes, of Property received by Brink's at the same time at a single Pick Up Location, that are to be delivered to a single Delivery Location 2. SERVICES (a) EQUIPMENT. Brink's or its authorized contractor("Brink's Personnel") shall install the Equipment (b) PICK UP AND TRANSPORT. At the frequency and in accordance with Schedule B, Brink's shall (1) go to Pick Up Location(s) for the purpose of picking up Shipments by removing cassettes from the Equipment and receiving from Customer Property which was placed in the Equipment through the manual drop slot, (2) replace removed cassettes with empty locked and sealed cassettes, and (3) transport such Shipments to a Brink's facility where currency processing services described herein will be performed (c) CHANGE ORDER DELIVERY SERVICE Brink's will provide Customer with currency and coins in denominations as requested by Customer ("Change Order") Change Orders will be delivered by Brink's on scheduled service days as shown on Schedule B Change Orders will be provisioned by Customer's bank (d) PROCESSING. (i) Counting and Verification of Customer Property The Equipment is designed to provide a Content Report Customer will only need to declare a value for Shipments not having a Content Report Shipments received by Brink's will be processed as follows the Shipment will be opened, the Property will be removed and verified against the value shown on the Content Report, or, in the CompuSafe Service Agreement(Rev 2010-06)-Page 1 of 9 absence of such Content Report, the value declared by Customer, and Brink's will report variances to Customer within one (1) business day of the processing day Customer agrees to maintain copies of all Content Reports and end of day reports at the Equipment location for a period of not less than ninety (90)days (ii) Preparation Brink's shall prepare bundles of currency commonly referred to as "standard straps", and as applicable, bundle checks, for delivery by Brink's to Customer's Delivery Location (e) DELIVERY. After processing, Brink's shall deliver processed Shipments to the Delivery Location(s) (f) ADDITIONAL SERVICES. Additional services may be included as part of this Agreement, if specified in Schedule A If Customer has opted to take Brink's Daily Credit service, the terms of such service are described on Schedule C If Customer has opted to receive CompuSafe Check Imaging service, the terms of such service are described on Schedule D (g) CHANGES IN CUSTOMER'S SERVICE REQUIREMENTS. Pick up frequency will be adjusted from time to time as appropriate for the levels of currency being deposited in the Equipment The parties will endeavor to limit pick up frequency changes to no more than twice in a twelve month period Upon implementation of such change in frequency, fees shall be adjusted in accordance with Brink's then current rates Additions or deletions of Customer locations, frequency of service changes, and changes in fees will be as incorporated into an amended Schedule B, or as specified on Brink's invoices, letters, or other writings which shall be deemed incorporated by reference into Schedule B. Customer shall be responsible for all expenses associated with the installation, de-installation, shipping and delivery of Equipment necessitated by a change in service pursuant to this section 3. TERM. The term of this Agreement (the "Agreement Term") shall commence on the date first stated above ("Agreement Date") and shall continue until all Equipment provided to Customer under this Agreement, as specified on Schedule A, has been returned to Brink's in accordance with the terms of this Agreement The term of Customer's use of each unit of Equipment (the"Equipment Term") shall commence on the later of the Agreement Date or the date the Equipment is installed The Equipment Term shall continue for an initial period ending on the first December 31 following five (5) years after the Equipment Term commencement date unless earlier terminated as provided herein Thereafter, the Equipment Term for each unit of Equipment shall automatically renew for successive one (1) year periods unless either party gives written notice of its intention not to renew no later than ninety (90) days prior to the expiration of the then current Equipment Term 4. FEES. (a) Beginning on the date of each Equipment Term, Customer shall commence paying to Brink's the fees for such Pick Up Location as set forth in Schedules A and B (the "Fee") Customer shall pay all outstanding invoices for services rendered by Brink's prior to the Agreement Date (b) Brink's may increase Fees effective January 1 of each year of this Agreement, or upon written communication in the event of a change in economic conditions that increases Brink's operating costs Customer shall also pay the monthly fuel surcharge as described in Schedule A Brink's will invoice Customer for the Fees and other charges owed for each location If Customer's obligation to pay any Fee does not commence on the first day of a month, the Fee for such location for such month shall be a pro rata portion of the Fee for such location (c) Customer shall pay the Fees owed within thirty (30) days of the invoice date All Fees remaining unpaid after the invoice due date ("Unpaid Obligations") are subject to interest of one and one half percent (1% %) per month but in no case above the maximum rate allowed by law Customer shall also be responsible for all expenses incurred by Brink's as the result of any default on the part of Customer, including costs incurred in filing claims and recouping property in Bankruptcy Court, Federal District Court or State Court proceedings, including, without limitation, reasonable attorney's fees All such expenses shall become part of Customer's Unpaid Obligations due to Brink's In addition to any and all other remedies, Customer agrees that Brink's shall be permitted to retain as a credit and to offset against such Unpaid Obligations plus interest and collection expenses, on a dollar for dollar basis, any Property which Brink's has in its possession under this Agreement CompuSafe Service Agreement(Rev 2010-06)-Page 2 of 9 (d) Except as stated in Schedule C, Customer hereby pledges and assigns to Brink's all Shipments and Property which comes into Brink's possession as collateral to secure Customer's obligations to Brink's hereunder and authorizes Brink's to take all actions necessary to protect and perfect its lien in such collateral, including filing of UCC-1 statements 5. EQUIPMENT DELIVERY, INSTALLATION. USE AND LOCATION. _ (a) On the delivery dates mutually agreed by the parties, Brink's shall arrange for the Equipment to be - delivered to and installed in the appropriate Customer location(s) set forth in Schedule B Brink's will invoice Customer, and Customer shall be solely responsible for promptly paying any expenses, as set forth in Schedule A, associated with the shipping and installation of the Equipment including repeat trips caused by the site not being prepared for installation (b) Customer shall arrange for, and be solely responsible for all expenses associated with the site preparation for installation of the Equipment Customer must provide a secure location for Equipment installation, per instructions provided by Brink's The installation location must ensure that Brink's Personnel have unimpeded access to the Equipment to provide service (c) The Equipment shall be used and operated by Customer only in the ordinary course of its business in accordance with all applicable Brink's instructions, governmental laws, rules and regulations Customer shall make the Equipment available to Brink's or its agents for r ins ection during Customer's normal business hours at any location where the Equipment is used or stored (d) The Equipment shall not be removed without Brink's prior written consent 6. EQUIPMENT ACCESS. (a) Customer agrees that the Equipment shall be opened only in the presence of Brink's Personnel Such access shall be achieved by entering valid user credentials through the Equipment user interface in combination with use of a key carried by Brink's Personnel (b) Customer personnel shall remain present while Brink's Personnel remove the cassettes from the Equipment Customer's personnel shall remove any-deposits made through the manual drop slot of the Equipment, place all such items in a container and immediately affix a seal to the container Each such container shall be delivered into the possession of Brink's Personnel Prior to Brink's departure from the Customer location, Customer shall verify that the seal number affixed to a container matches the bag seal number on the Content Report, and note any differences on all Content Reports. (c) Customer agrees that if Brink's Personnel are unable to obtain immediate access to the Equipment, Brink's shall, at its sole discretion, either depart from the Customer's location or remain for a reasonable period of time and charge Customer"excess premises charges"at the rate set forth in Schedule A.' 7.- EQUIPMENT REPAIR. (a) Brink's shall repair the Equipment at no additional cost to Customer, except that Customer shall pay for repairs arising out of (i) abuse and/or vandalism of the Equipment whether by employees or agents of Customer or others, (ii) incorrect or insufficient training by Customer of its employees or agents, (iii) utilization of the Equipment contrary to the Documentation, or(iv) events beyond Brink's control such as, without limitation, lightning, earthquake, fire, riot, civil unrest, authority of law, or water damage THE FOREGOING REPAIR OBLIGATION IS GIVEN IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTY AND SUCH OTHER WARRANTIES, INCLUDING ANY OTHER WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS HEREBY EXPRESSLY DISCLAIMED. (b) Customer is responsible for all property contained in the Equipment which is not in the Equipment's cassettes whenever the Equipment is opened for repair purposes - 8. UNAUTHORIZED EQUIPMENT ACCESS AND ALTERATIONS. (a) Customer shall not permit any party other than Brink's Personnel to service, repair or maintain the Equipment without Brink's prior written consent CompuSafe Service Agreement(Rev 2010-06)-Page 3 of 9 L (b) Customer shall not make any alterations, additions or improvements to the Equipment without the prior written consent of Brink's Customer shall operate the Equipment in compliance with all Documentation 9. RETURN OF EQUIPMENT. Upon the expiration or earlier termination of any Equipment Term or the Agreement Term, or upon demand by Brink's pursuant to Section 18 or 20, Customer shall permit Brink's to obtain possession of the Equipment Except as otherwise provided in Section 20, Customer shall pay all costs incurred by Brink's in obtaining possession of the Equipment and in returning the Equipment to the nearest Brink's CompuSafe office 10. EQUIPMENT TITLE,OWNERSHIP AND LIENS. Customer shall have no right, title or interest in the Equipment except as specifically set forth in this Agreement CUSTOMER SHALL NOT ASSIGN, LEASE OR TRANSFER ALL OR ANY PART OF THE EQUIPMENT OR CUSTOMER'S RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF BRINK'S If at any time during the Agreement Term Brink's supplies Customer with labels, plates or other markings evidencing ownership, security or other interest in the Equipment, Customer shall affix and keep the same displayed on the Equipment at all times Customer shall, at its sole cost and expense, keep the Equipment free and clear of all liens, charges, debts, mortgages, pledges, security interests, claims and any other type of encumbrances, and shall not attempt in any other manner to dispose of the Equipment, and Customer shall defend Brink's title to the Equipment against such claims allowed by Customer In the event that Customer's landlord claims title to or an interest in any of the Equipment, Customer agrees to take all steps necessary, at its own cost and expense, (including taking appropriate legal action) to obtain the Equipment and return it to Brink's In addition, Customer shall indemnify, defend, protect and hold Brink's harmless from all claims resulting from its possession or use of the Equipment If Customer is not successful in obtaining such Equipment and returning it to Brink's, Customer agrees to pay Brink's the "Stipulated Loss Value"as specified in Schedule A for such Equipment 11. RISK OF LOSS OF EQUIPMENT. (a) Upon delivery of the Equipment to the Customer, Customer shall bear the entire risk of loss, damage, theft, or destruction of the Equipment or any part thereof from any and every cause whatsoever, and no such loss, damage, theft or destruction shall relieve Customer of its obligation to pay the Fees to Brink's or to comply with any other provision hereof Risk of loss shall return to Brink's only after the Equipment has been returned to Brink's (b) If the Equipment is lost, stolen, destroyed or irreparably damaged due to any cause, Customer shall promptly notify Brink's in writing of the occurrence and shall immediately pay to Brink's an amount equal to the applicable Stipulated Loss Value of such Equipment Brink's shall have the right, at its option, to retake possession of damaged or destroyed Equipment Upon payment of the Stipulated Loss Value, Customer may elect, by written notice to Brink's, to either terminate the remainder of the Equipment Term or request replacement Equipment and continue the Equipment Term Customer shall pay for the shipping and installation of replacement Equipment 12. BRINK'S INSURANCE. Brink's will maintain at all times during the term of this Agreement, insurance payable to Brink's in such amounts and against such risks as shall adequately cover the Maximum Liability Amount Upon Customer's written request, Brink's will provide a certificate of insurance Customer shall be given thirty (30)days notice in the event such insurance coverage is canceled, not renewed or materially restricted 13. CUSTOMER INSURANCE: LIABILITY LIMITATION. (a) Customer shall at all times prior to the return of the Equipment to Brink's in accordance with Section 9 carry and maintain, at Customer's sole cost and expense, (i) insurance against loss or damage to the Equipment by fire, theft, explosion, water damage and all other hazards and risks ordinarily insured against by owners or users of such properties in similar businesses and (ii) general comprehensive liability insurance coverage Such insurance shall be in reasonable amounts and with insurance companies of recognized financial responsibility Upon written request, Customer shall provide to Brink's evidence of such insurance coverage Brink's shall be notified within thirty (30) days in the event that such insurance coverage shall be canceled, not renewed or substantially modified CompuSafe Service Agreement(Rev 2010-06)-Page 4 of 9 (b) Customer shall not be liable under any circumstance whatsoever for consequential, special incidental, indirect or punitive losses or damages (including lost profits, interest or savings) whether or not caused by the fault or negligence of Customer and whether or not Customer had knowledge that such losses or damages might be incurred 14. BRINK'S LIABILITY LIMITATIONS AND EXCLUSIONS. (a) Except as set forth herein, Brink's guarantees the currency accepted by the Equipment's electronic bill acceptor cassette against Loss due to counterfeit currency or external theft by a third party This guarantee does not apply to losses arising from internal theft, fraud or an ongoing pattern of counterfeit currency deposited into the Equipment Counterfeit notes which are later detected and determined to be part of an ongoing pattern, shall be deducted from the total sum of money originally shown on the Content Report The maximum amount of this guaranty is the validated total posted in the Equipment's audit report for currency accepted by the Equipment's bill acceptor, and does not cover any declared values for deposits into the Equipment's manual drop This guaranty requires and is contingent upon the Equipment being installed to a concrete subfloor, and Customer employing all reasonable security measures for similarly situated customers with regard to industry and location, including but not limited to, providing a monitored alarm system in the location of the Equipment In the event the contents of a cassette or other Property in the Equipment shall be in question, Customer shall provide all documentation available to establish the contents of the cassette or other Property in the Equipment With respect to all other Property processed by Brink's or in the event that a Content Report is not available, Brink's count shall be binding and conclusive upon both parties (b) In no case shall Brink's be responsible for Property until the point at which the Equipment is opened by Brink's Brink's responsibility shall terminate when the Property has been delivered to the Delivery Location (c) Brink's liability for any Loss is limited to the lesser of (i) the Maximum Liability Amount, or (ii) the actual amount lost as evidenced by business records, including the Content Report Customer shall not conceal or misrepresent any material fact or circumstance concerning the Property delivered to Brink's, and agrees, in the event of Loss, to be bound by its declaration of value (d) In the event of Loss of checks, Brink's agrees to pay for (i) all costs in identifying and replacing the checks, and/or (ii) the face value of the checks not identified Notwithstanding the foregoing, in no event shall Brink's liability for a Shipment, including Loss of checks, exceed the Maximum Liability amount Customer shall maintain a complete record of all checks in a Shipment and agrees to diligently pursue identification and replacement efforts of the checks Customer further agrees to reimburse Brink's for all amounts that are recovered as the result of such efforts (e) Brink's shall not be liable for non-performance or delays of service caused by strikes, lockouts or other labor disturbances, riots, authority of law, acts of God, fire, flood, tornado, hurricane, earthquake or events beyond Brink's control (f) Brink's shall not be liable for Loss or for non-performance or delays of service (or for any cost, expense or liability related thereto) caused by or resulting from (1)war, hostile or warlike action in time of peace or war, including action in hindering, combating or defending against an actual, impending or expected attack (i) by any government or sovereign power(de lure or de facto), or by any authority maintaining or using military, naval or air forces, or (ii) by military, naval or air forces, or (iii) by an agent of any such government, power, authority or forces, (2) insurrection, rebellion, revolution, civil war, usurped power, or action taken by governmental authority in hindering, combating or defending against such an occurrence or confiscation by order of any government or public authority (b) In no case shall Brink's be liable for Loss or for non-performance or delays of service (or for any cost, expense or liability related thereto) directly or indirectly caused by or contributed to by or arising from (i) any chemical, biological, bio- chemical or electromagnetic weapon, (ii) the use or operation, as a means for inflicting harm, of any computer, computer system, computer software program, malicious code, computer virus or process or any other electronic system, (iii) ionizing radiations from or contamination by radioactivity from any nuclear fuel or from any nuclear waste or from the combustion of nuclear fuel, (iv) the radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or nuclear component thereof, (v) any weapon or device employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or matter, or (vi) the radioactive, toxic, explosive or other hazardous or contaminating properties of any radioactive matter The exclusion in this CompuSafe Service Agreement(Rev 2010-06)-Page 5 of 9 subclause (vi) does not extend to radioactive isotopes, other than nuclear fuel, when such isotopes are being prepared, carried, stored or used for commercial, agricultural, medical, scientific or other similar peaceful purposes (c) The following limitation shall not apply to Property in transit Brink's shall not be liable for Loss or for nonperformance or delays of service (or for any liability, cost or expense related thereto) directly or indirectly caused by, resulting from or in connection with, any act of terrorism or any action taken in controlling, preventing, suppressing or in any way relating to any act of terrorism An act of terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organization(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public, in fear (g) Brink's is not an insurer under this Agreement. Brink's shall not be liable under any circumstance for consequential, special, incidental, indirect or punitive losses or damages (including without limitation lost profits, business interruption, interest or savings) whether or not caused by the fault or negligence of Brink's and whether or not Brink's had knowledge that such losses or damages might be incurred. 15. FILING OF CLAIMS: PROOF OF LOSS (a) In the event of any Loss, Customer shall inform Brink's as soon as practicable and give written notice to Brink's within one (1) business day after any Loss or suspected Loss is discovered or should have been discovered so that Brink's can initiate effective investigation of the Loss In no event will Customer provide notice of the Loss more than sixty (60) days after Brink's collection of the Property (or delivery of a Change Order) Customer shall promptly verify all Shipment deliveries Unless notice is given by Customer within the time proscribed in this paragraph, any and all claims by Customer for the Loss shall be deemed waived No action, suit or other proceeding to recover for any such Loss shall be brought against Brink's unless (a) the above notice has been given to Brink's, and (b) such action, suit or proceeding is commenced within twelve(12) months after Brink's collection of the Property (b) Customer shall maintain a record of all Property placed in the Equipment and shall promptly and diligently assist Brink's in the investigation of any Loss or suspected Loss Customer agrees to diligently endeavor to mitigate its damages in connection with any Loss (c) Affirmative written proof of the Loss, subscribed and sworn to by Customer and substantiated by books, records and accounts of Customer, shall be furnished to Brink's prior to payment of a claim. Upon payment of a claim by Brink's, Customer hereby assigns to Brink's all of its right, title and interest in the Property which was the subject of the Loss and all rights of recovery against third parties related to the Loss Customer will execute any documents necessary to perfect such assignment upon request by Brink's 16. TAXES. Federal, state and local taxes, as applicable, will be added to the invoices, and are payable to Brink's by Customer 17. DEFAULT BY BRINK'S. Customer shall be entitled to terminate the Equipment Term for Equipment at a particular location in the event of a material breach by Brink's of this Agreement with respect to that location, provided such breach continues for a period of thirty (30) days after Brink's receipt of written notice from Customer specifying the nature of such breach If such breach is corrected within the applicable notice period, then such Equipment Term shall continue in full force and effect 18. DEFAULT BY CUSTOMER. (a) A material breach by Customer of this Agreement shall be considered an event of default ("Event of Default") with respect to the affected Pick Up Location, provided such breach continues for a period of thirty (30) days after Customer's receipt of written notice from Brink's specifying the nature of such breach If breach is non-payment for services, however, such a default must be cured within five (5) days of written notice by a cashier's check for all outstanding sums due. CompuSafe Service Agreement(Rev 2010-06)-Page 6 of 9 (b) Upon the occurrence of any Event of Default, Brink's may exercise any one or more of the following remedies (i) Require Customer, at Customer's sole cost and expense, to return any and all of the Equipment in accordance with Section 9, or Brink's, at its option, may enter the Pick Up Location, and repossess and remove the Equipment, (ii) Declare immediately due and payable all Fees for services provided under this Agreement, all costs associated with the removal and shipment of the Equipment and the balance of Fees to be paid by Customer during the remaining Equipment Term relating to the affected Pick Up Location, not to exceed twelve (12) months' Fees, (iii) Liquidate all collateral to satisfy Customer's outstanding obligations, (iv) Except as stated in Schedule C, exercise an offset against all Property, Shipments and other property of Customer in Brink's possession to satisfy Customer's outstanding obligations, (v) Upon written notice to Customer, terminate this Agreement No failure or delay on the part of Brink's to exercise any right or remedy hereunder shall operate as a waiver thereof. No express or implied waiver by Brink's of any default shall constitute a waiver of any other default by Customer or a waiver of any of Brink's rights 19. EARLY TERMINATION BY CUSTOMER. (a) If Customer terminates an Equipment Term prior to its expiration, Customer shall pay Bnnk's the balance of Fees to be paid by Customer during the remaining Equipment Term relating to the applicable Pick Up Location, not to exceed twelve (12) months' Fees, as well as all expenses associated with the removal and return of the Equipment to the nearest Brink's CompuSafe storage facility Said termination fees provided in this section shall be in addition to all Fees due to Brink's for services already provided Notwithstanding the foregoing, upon thirty (30)days prior written notice (i) In the event a location is closed, Customer shall, with Brink's written consent, have the right to relocate the unit of Equipment to a different Customer location within the Brink's service area, and Customer shall pay the cost of removal, transportation and re-installation of the Equipment, or (ii) If Customer sells its business at a location where any Equipment is present to a third party, and said purchaser enters into a CompuSafe® Agreement with Brink's for the Equipment within such notice period, then Customer may terminate the Equipment Term with respect to such Equipment In such event, Customer shall have no further obligation under this Agreement with respect to such Equipment, other than payment for services already provided (b) Upon the occurrence of any event of termination relating to a specific Pick-Up Location pursuant to this section, this Agreement shall remain in full force and effect to cover the remaining Pick Up Locations 20. EARLY TERMINATION BY BRINK'S. Notwithstanding the Agreement Term set forth in Section 3, (i) if Brink's is required by any court of law or governmental agency to cease operating or to recall the Equipment or (ii) if any other party is deemed to have rights in the Equipment other than Brink's and Customer, then Brink's shall have the right to terminate this Agreement without any penalty, provided Brink's has given Customer thirty (30)days prior written notice of its decision to terminate and Brink's arranges, at its sole cost and expense, for the pick up and return of the Equipment Such costs and expenses are limited solely to the removal of the Equipment from Customer's premises and its transportation to Brink's facility and will in no case cover the cost of returning Customer's premises to its original state (except for damages caused by Brink's negligence in performing such removal) 21. CHANGES TO U.S. CURRENCY. In the event that the United States government issues a new currency design which requires modification of the Equipment, Brink's agrees to modify the Equipment and Customer agrees to pay the cost related to such modifications as specified in Schedule A 22. SUCCESSORS All of the_covenants, conditions and obligations contained herein shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns CompuSafe Service Agreement(Rev 2010-06)-Page 7 of 9 23. CONFIDENTIALITY. (a) Brink's and Customer may have access to certain information identified by the other party as confidential in connection with performing their duties and obligations under this Agreement ("Confidential Information") Brink's and Customer (when the "receiving party") agree to treat such information as confidential and shall not use or disclose Confidential Information other than in the performance of this Agreement "Confidential Information" includes but is not limited to information relating to each party's (i) internal business procedures and information which relate to the methods and practices used by such - party to conduct its business and which are not otherwise publicly available, and (ii) copyrights, trade secrets and patents Confidential Information shall not include information which (i) is in the public domain at the time of disclosure or later enters the public domain through no fault of the receiving party, (ii) is received by the receiving party from a third party independent of the disclosing party without restriction, (iii) is presently known to the receiving party or is acquired or developed by the receiving party independent of the disclosures made by the disclosing party pursuant to this Agreement, (iv) is required to be disclosed by law,judicial or administrative process or by governmental authority or(v) is disclosed with the written consent of the disclosing party (b) Customer shall not, nor shall Customer assist any third party in any attempt to, duplicate or reverse engineer any of the design or processes embodied in the Equipment 24. PUBLICITY RELEASE The parties agree that neither party shall have the right to make public announcements regarding this Agreement without the written consent of the other party Neither party shall use the other party's trade name, likeness, trademarks or logo, without the other party's prior written consent 25. MISCELLANEOUS. (a) Unless otherwise specified in Schedule B, (i) all services under this Agreement will be performed during regular business hours, (ii) the armored transportation services shall be performed at the time Brink's regular route is in the immediate area of the Pick-Up Location and Delivery Location and (ui) no service shall be performed on Sundays or holidays observed by Brink's If Brink's agrees to provide services outside of regularly scheduled routes, additional charges will apply In the event of inclement weather or some other irregularity, performance shall be as mutually agreed upon (b) Any p're-printed terms and conditions contained in any purchase order or other similar document used by Customer shall be null and void and have no force or effect in modifying the terms and conditions of this Agreement (c) Customer agrees that none of the provisions of the Carmack Amendment apply to any obligation of Brink's under this Agreement, and that this Agreement governs the rights and responsibilities of Customer and Brink's Customer agrees to look only to the provisions of this Agreement for any claim against Brink's relating to Customer's Property (d) All notices under this Agreement, shall be in writing and shall be deemed given to the other party immediately upon personal or messenger delivery, receipt date of facsimile transmission, or receipt date of overnight courier service, or receipt date of registered or certified mail, Notice shall be sent to the party at the address shown on the front of this Agreement or to such other address as either party may specify by notice Notice to Brink's shall also be sent to Legal Dept , Brink's U S , 555 Dividend Dr, Coppell, TX 75019 (e) The illegality or invalidity of any provision of this Agreement shall not affect or invalidate the remainder of the Agreement (f) Customer and Brink's hereby waive the right either may have to a trial by jury in respect of any litigation in connection with this Agreement This provision is a material inducement for the parties to enter into this Agreement (g) This Agreement may be altered, amended or superseded only in writing signed by the parties This Agreement, including its Schedules, constitutes the entire agreement between Customer and Brink's with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties (h) Customer's performance of its obligations hereunder shall not be excused or relieved by any claims of Customer to a right(s)of abatement, deduction, setoff or recoupment against Brink's CompuSafe Service Agreement(Rev 2010-06)-Page 8 of 9 (i) The provisions of this Agreement,which by their sense and context are meant to survive expiration of this Agreement, shall so survive p) This Agreement and the rights and relationships of the parties shall be governed in all respects by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws and principles thereof City of Clermont BRINK'S U.S.,A DIVISION OF BRINK'S, (Customer) INCORPORATED By By • Print name A/t c AL S • / eIJI//am�, Print name Title N/ Q,e_. Title CompuSafe Service Agreement(Rev 2010-06)-Page 9 of 9 • EI11BRINKS Colfrosafe' fRYICE SCHEDULE A COMPENSATION This is Schedule A to the Agreement between Brink's and City of Clermont("Customer")dated 06/20/2011, A reem CS20110520-1004 9 ent No 1. COMPUSAFE SERVICES (a)Service The charges for CompuSafe Service will vary based upon two determinants 1 )the city that the Company site Is located in and 2)the frequency of armored pickups per week See the tables below for pricing Pickup New York Metro, Frequency Los Angeles Metro All other cities 1-day $416 00 $369 00 2-day $639 00 $545 00 3-day $803 00 $672 00 4-day $1,025 00 $851 00 5-day $1,218 00 $1,000 00 6-day $1,387 00 $1,126 00 7-day $1,580 00 $1,275 00 (b)Site Service Desi nation For those sites contained in Schedule B that are designated as either Rural or Extended service points the following monthly fees shall be added to those fees identified in Section 1 (a)above Pickup Rural Service Frequency Locations Extended Service Locations 1-day $50 00 $75 00 2-day $100 00 $150 00 3-day $150 00 $225 00 4-day $200 00 $300 00 5-day $250 00 $375.00 6-day $300 00 $450.00 7-day $350 00 $525 00 (c)Eau Instal o nd Shi in rh s The following rates cover the charges for shipping and installation of CompuSafe Installation/Activation 0 00/unit plus shipping as indicated below Deinstallation 20Q0/unit plus shipping as indicated below Shipping 10.00/unit CompuSafe Schedule A(Rev 2011-01) -Page 1 of 4 '2. ADDITIONAL SERVICE CHARGES (a) Manual Drop Deposit Charge The Manual Drop Deposit Charge is the fee charged for manual drops deposited in the CompuSafe This charge will not be applied when manual drops have been deposited due to Customer's inability to utilize the currency acceptors of the Equipment due to malfunction of both acceptors not caused by Customer A manual drop should not contain more than ten (10) items Items in excess of ten (10) in a manual drop will be counted as an additional manual drop in multiples of ten(10) Manual Drop Deposit Charge $1,25/drop (b) Excess Premises Time Charge The"Excess Premise Time Charge" is the fee charged when Brink's personnel, in performance of retrieving cassettes or other Customer Property from the CompuSafe, are unable or delayed in obtaining access to the CompuSafe due to causes within Customer's control Excess Premises Time Charge $2 00/minute in excess of six minutes (c) Repair Rates for CompuSafe This rate applies only to those repairs Customer is responsible for as described in section 7, "Equipment Repair' of the Agreement Service Rate includes all labor, tools and transportation Any required material will be provided at Brink's current rates Service Rate $95 00/hour portal to portal (Minimum one hour charge Thereafter charged in half hour increments) (d) Equipment Modifications Due to New Currency/Currency Designs The frequency of need for modifications to existing Equipment due to new currency/currency design changes instituted by the United States government is unpredictable, but is likely to occur during the term of an Agreement The charge to perform such modifications is $95 00 per unit per occurrence (e) Rate for Additional Armored Transportation Services at Customer's Reauest In the event Customer requests additional armored transportation services beyond scheduled CompuSafe service pickups,then Customer agrees to pay the following amount Rate for Additional Armored Transportation Services $90 00/hour portal to portal (g) Rate for Armored Transportation Pickups on a Holiday The holiday surcharge of$50,00/Pick Up Location/visit applies to the following days New Years Day Independence Day Martin Luther King Day Labor Day Presidents Day Columbus Day Memorial Day Veterans Day No service is provided on Thanksgiving Day and Christmas Day (h) Device Dashboard If Customer elects to receive optional Device Dashboard reporting services, the following charges apply $12 00 per each CompuSafe unit of Equipment 3. BRINK'S MAXIMUM LIABILITY Brink's maximum liability(Maximum Liability Amount)for Loss of Customer's Property is$25,000.00 per Shipment 4. STIPULATED LOSS VALUE The Stipulated Loss Value is the specific Equipment rate listed below,declining by 1/60th each month until$2,000 00 is reached,at which point the value remains constant CompuSafe 3000 Unit $7,800 00 CompuSafe Galileo two-door $8,400 00 CompuSafe Galileo three-door $8,800 00 CompuSafe 4000 Unit $18,500 00 CompuSafe Schedule A(Rev 2011-01) -Page 2 of 4 '5.FUEL'S ADJUSTMENTS A fuel adjustment will be determined on a quarterly basis according to the chart and formula below The formula to determine the fuel surcharge is Price of service per Pick Up Location per month x fuel surcharge%x 3 months x total number of Pick Up Locations serviced during previous quarter=Total fuel surcharge to be paid per quarter Minimum-Maximum Surcharge $0 01 - $2 50 5 250% $2.51 - $2 55 5.375% $2.56 - $2 60 5 500% $2.61 - $2 65 5 625% $2 66 - $2.70 5.750% $2.71 - $2 75 5 875% $2.76 - $2 80 6 000% $281 - $285 6.125% $286 - $290 6250% $2.91 - $2 95 6 375% $296 - $300 6500% $3 01 - $3.05 6.625% $3.06 - $3.10 6 750% $3.11 - $3 15 6.875% $3.16 - $320 7000% $3.21 - $3 25 7.125% $3 26 - $3 30 7.250% $331 - $335 7.375% $3.36 - $3.40 7 500% $341 - $3.45 7 625% $3 46 - $3.50 7.750% $351 - $355 7875% $3 56 - $3 60 8.000% $3 61 - $3.65 8.125% $3 66 - $3 70 8 250% $3.71 - $3.75 8 375% $3 76 - $3 80 8.500% $3 81 - $3 85 8.625% $3 86 - $3 90 8.750% $3.91 - $3 95 8 875% $3.96 - $4 00 9 000% Note Every additional $0 05 increase in fuel price will result in an additional 0 125% in surcharge National US Average Highway Diesel Fuel Prices will be those reported as US National Average on the US Energy Information Administration website eia doe goy CompuSafe Schedule A(Rev 2011-01) -Page 3 of 4 "CUSTOMER" "BRINK'S" City of Clermont Brink's U S , a Division of Brink's, Incorporated By By Name ��1--v! //114/ S4 Name Title , D ,n / o,t Title Date (0- ( he- !l Date CompuSafe Schedule A(Rev 2011-01) -Page 4 of 4 ;IIIIBRJNKS CompuSale' SERVICE SCHEDULE B LOCATIONS This Schedule B is effective as of 06/20/2011 This is Schedule B to the Agreement between Brink's and City of Clermont ("Customer") dated 06/20/2011, Agreement No CS20110520-1004 Subject to the terms and conditions set forth in the Agreement, Brink's agrees to provide, and Customer agrees to accept and pay for, services at the Pick Up Location(s) listed in this Schedule B Customer Pick Up Locations identified as "Trial Install" shall be under a 60-day trial use period from the date of installation During the 60-day trial use period, Customer may, at Customer's sole discretion, terminate the Agreement upon a five (5) business day written notice Customer will pay the applicable de- installation fee and ground shipping charges After the expiration of the 60-day trial use period Customer agrees to fulfill the term and other obligations set forth in the Agreement TRIAL SITE SERVICE INSTALL STORE ID# INSTALL STREET ADDRESS CITY&STATE ZIP DESIGNATION FREQUENCY YEAR Y/N City of Clermont No 685 W Montrose St Clermont, FL 34711 Urban 1 days per week 2011 ACCEPTED City of Clermont BRINK'S U.S.,A DIVISION OF BRINK'S, INCORPORATED By II _/. =/ By (Signature) Representative Title /061144 Date Lv _l 4` ao g CompuSafe Schedule B(Rev 2010-03) -Page 1 of 1 ,MIBRINKS CompuSale• SERVICE SCHEDULE C COMPUSAFE DAILY CREDIT SERVICE THIS ADDENDUM TO COMPUSAFE SERVICE AGREEMENT ("Addendum") is attached to and made a part of that certain CompuSafe Service Agreement (No CS20110520-1004) (the "Agreement") between Brink's U.S., a Division of Brink's, Incorporated ("Brink's") and City of Clermont ("Customer"). Capitalized terms not otherwise defined herein shall have the meaning stated in the Agreement PURPOSE: This Addendum sets forth the terms of Daily Credit Service by which Customer will receive provisional credit to its account(s) with the bank(s) Customer has selected ("Bank") for currency properly deposited by Customer into the Equipment via the currency acceptor ("CompuSafe Currency"). Customer has entered into a separate agreement (the "Banking Agreement") with Bank pursuant to which Bank has agreed to grant Customer provisional credit based on the Content Reports generated by the Equipment and transmitted to Bank by Brink's Daily Credit Service cannot start until Customer has entered into a Banking Agreement Brink's and Bank have entered into a separate agreement establishing each party's obligations in relation to the granting of such credit by Bank to Customer based on the Content Reports generated by the Equipment. A. Modification of Terms and Conditions of the Agreement. The terms and conditions of the Agreement shall be modified and amended as follows. 1 Bank shall be a third party beneficiary of this Addendum. 2. Brink's responsibility with respect to Daily Credit Service is to provide Bank with an electronic summary of the Content Report within one business day of the Equipment's transmission of the Content Report to Brink's Brink's is not otherwise responsible for the Bank's issuance of provisional credit to Customer's account with Bank. 3. Customer agrees that, notwithstanding anything to the contrary in the Agreement, Bank shall be the exclusive owner of all CompuSafe Currency without the necessity of notice or further action on the part of any party and Customer shall have no interest (including legal, equitable, or security interest) in CompuSafe Currency Customer agrees that in the event of Customer's bankruptcy, CompuSafe Currency shall not be a part of the bankruptcy estate 4. Customer agrees that, notwithstanding anything to the contrary in the Agreement, Bank shall have the right to instruct and direct Brink's as to the treatment and handling of all CompuSafe Currency. Any such instructions of Bank shall have priority over any instructions of Customer. Customer further waives any rights or claims against Brink's resulting from or relating to Brink's treatment and handling of the CompuSafe Currency in accordance with any instructions of Bank 5 Brink's liability shall be limited as stated in the Agreement In no event will Brink's make a Loss payment to both Customer and Bank 6. Customer agrees that in the event Customer desires to terminate Daily Credit service, Customer shall provide Brink's with signed written notice from Customer and Bank stating a definitive termination date for such termination This notice must be provided to Brink's at least fifteen (15) days prior to the designated termination date. Customer agrees that Bank shall remain the exclusive owner of all CompuSafe Currency prior to the Daily Credit service termination date. B. Effect of Addendum Except as expressly amended by this Addendum, the terms of the Agreement remain in full force and effect. In the event of any conflict or inconsistency between the provisions of the Agreement and the provisions of this Addendum, the provisions of this Addendum shall control CompuSafe Schedule C(Rev 2010-02)-Page 1 of 2 "CUSTOMER" "BRINK'S" City of Clermont BRINK'S U S , a DIVISION OF BRINK'S, INCORPORATED By iv By Name #7940/d�. &IVA 3 • Name Title Q Title Date p —/ (961/ Date CompuSafe Schedule C(Rev 2010-02)-Page 2 of 2 61%. Finance Department CLER/4.46N1 352-241-7365 Choice of Champions' financesupport@clermontfl.org August 29, 2016 Brink's US 9900 Satellite Blvd Orlando, FL 32837 To Whom It May Concern: This letter is to notify Brink's of the decision the City has made in accordance with the terms and conditions,of the existing written contract agreement number CS20110520-1004 established on June 20, 2011. The City does not intend to continue the service for the Compusafe located at 685 W Montrose Street after December 31, 2016. Therefore we are requesting to stop the auto renew option of our agreement written in the terms Section 3. Respectfully, doLCA_Ni01.(AZ Lacy Smith-Castillo Finance Manager City of Clermont CC: Brink's US. Legal Dept. 555 Division Drive Coppell,TX 75019 685 W. Montrose Street 0 Clermont, FL 34711 0 www.ClermontFL.gov