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