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HomeMy WebLinkAboutCity of Tamarac Resolution R-2022-004 Armored Car Services Agmt Brink's IncTemp. Reso 13727 December 15, 2021 • CITY OF TAMARAC, FLORIDA • RESOLUTION NO. 2022 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXERCISE AWARD REQUEST FOR PROPOSAL #21-14R, AND TO EXECUTE AN AGREEMENT TO PROVIDE ARMORED CAR SERVICES BETWEEN THE CITY OF TAMARAC AND BRINK'S INC. FOR A PERIOD OF THREE (3) YEARS COMMESURATE WITH THE APPROVAL OF THIS RESOLUTION WITH ONE (1) ADDITIONAL TWO (2) YEAR RENEWAL OPTION, AT A UNIT COST OF $399.00 PER MONTH PER PICK-UP LOCATION; PROVIDING FOR ANNUAL ESCALATION AS DEFINED WITHIN THE FINAL CONTRACT DOCUMENT; AUTHORIZING THE CITY MANAGER TO APPROVE ANY RENEWAL OPTIONS; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Tamarac requires armored car services to pick-up payments and fees from five different locations for deposit at TD Bank , with whom the City contracts for banking services, and WHEREAS, Request for Proposal #21-14R was issued and formally advertised in the South Florida Sun Sentinel as a joint proposal by the City of Tamarac on behalf of the City and the City of North Lauderdale in March 31, 2021; and, WHEREAS, the proposal closed on April 27, 2021, with two (2) firms responding, including Brink's Inc., and TransValue, Inc.; and WHEREAS, an Evaluation Committee comprised of the City of Tamarac Director of Financial Services, the City of Tamarac Customer Services Supervisor, the City of • North Lauderdale Senior Accountant, and the Vice President of TD Bank, who is the Account Representative for both the City of Tamarac and the City of North Lauderdale, Temp. Reso 13727 December 15, 2021 as facilitated by the City of Tamarac Purchasing and Contracts Manager and assisted by • the City of North Lauderdale Purchasing and Contracts Manager evaluated each proposal and found the proposal from Brink's Inc. to be the highest ranked proposal, a copy of the Final Evaluation Matrix is included herein as Exhibit 1"; and WHEREAS, the City has received, and is currently receiving acceptable service from Brink's Inc., as our current Contractor; and WHEREAS, available funds exist in the current budget for said purpose; and WHEREAS, the Director of Financial Services and the Purchasing and Contracts Manager recommends awarding Request for Proposal #21-14R, and authorizing the appropriate City Officials to execute an Agreement with Brink's Inc. for a three (3) year period included herein as Exhibit "2", effective upon the approval of this resolution, with the option to renew the Agreement for one (1) additional two (2) year period; and • WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interests of the citizens and residents of the City of Tamarac to award Request for Proposal #21-14R and authorize the appropriate City Officials to execute an Agreement with Brink's Inc. for a three (3) year period, effective upon the approval of this resolution, with the option to renew the Agreement for one (1) additional two (2) year period. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing "WHEREAS" clauses are HEREBY ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption hereof and all exhibits attached hereto are incorporated herein and made • a specific part of this resolution. • Temp. Reso 13727 December 15, 2021 SECTION 2: The City Commission of the City of Tamarac hereby awards Request for Proposal #21-14R, and authorizes the appropriate City officials to execute an Agreement (Exhibit "2") for Armored Car Services Agreement effective for a three (3) year period, effective upon the approval of this resolution, with the option to renew the Agreement for one (1) additional two (2) year period between the City of Tamarac, Florida, and Brink's, Inc., at a monthly price of $399 per pick-up location, providing for escalation in accordance with the provisions of the final Agreement document. SECTION 3: The City Manager or designee furthermore is hereby authorized to approve and accept any renewal options as provided for in the Agreement, attached hereto as "Exhibit "2" including any escalation as may be required in accordance with the provisions of the final Agreement document. SECTION 4: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 5: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. "The remainder of this page has been left blank intentionally" Temp. Reso 13727 December 15, 2021 SECTION 6: This Resolution shall become effective immediately upon its • passage and adoption. PASSED, ADOPTED AND APPROVED this IR day of 2022. ATTEST JENIIFE,,. JOHN ON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. JOHN R) HERIN, JR. CITY A TORNEY MI HELLE J. GOMfZ MAYOR RECORD OF COMMISSION VOTE: MAYOR GOMEZ DIST l: COMM. BOLTON DIST 2: V/M GELIN • DIST 3: COMM VILLALOBOS DIST 4: COMM. PLACKO C7 DocuSign Envelope ID: 1 AOC1 2E0-1 BDE-4A36-9EE9-8C288FA34FDC TAMARAC of Tamarac The City For Your Life Purchasing and Contracts Division AGREEMENT BETWEEN THE CITY OF TAMARAC AND BRINK'S INCORPORATED THIS AGREEMENT is made and entered into this day of1(i)+r.Wy10r_ by and between the City of Tamarac, a municipal corporation with principal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "CITY") and Brink's Incorporated a Delaware corporation duly registered as a Florida Foreign Corporation with offices located at 555 Dividend Drive, Coppell, Texas 75019, (the "Contractor") to provide for City-wide Armored Car Services for the City of Tamarac and for the City of North Lauderdale. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Contractor agree as follows: 1. The Contract Documents The contract documents for the City of Tamarac shall consist of this Agreement, Invitation for Request for Proposal (RFP) Document No. 21-14R, "ARMORED CAR SERVICES", including all conditions therein, (General Terms and Conditions, Special Conditions and/or Special Provisions), drawings, Technical Specifications, all addenda, the Contractor's bid/proposal included herein, the Contractor's "Brinks Amendment" and all modifications issued after execution of this Agreement. These contract documents form the Agreement, and all are as fully a part of the Agreement as if attached to this Agreement or repeated therein. In the event that there is a conflict between RFP # 21-14R, "Armored Car Services" as issued by the City, and the Contractor's Proposal, Invitation for RFP 21-14R as issued by the City shall take precedence over the Contractor's Bid. Furthermore, in the event of a conflict between this document as amended by the "Brinks Amendment" attached hereto, and any other contract documents, this Agreement as amended by the "Brinks Amendment" shall prevail. All of the aforementioned documents, including this Agreement document for the City of Tamarac shall also become a part of the Agreement document issued by the City of North Lauderdale. The City of Tamarac (first "Entity") and the City of North Lauderdale (second "Entity"), and collectively referred to as "Entities"; however, shall ONLY be responsible for contract administration on behalf of its own Entity, and not for the other Entity. 2. The Work The Contractor shall perform all work for the City required by the contract documents as set forth below: 2.1 Contractor shall furnish all labor, materials, and equipment necessary to perform the services required for the locations included in the proposal package RFP NO. 21- 14R, Armored Car Services. 2.2 Contractor shall provide pick-up between the hours of 8:00 a.m. and 5:00 p.m. Monday through Friday for the City of Tamarac, and Monday through Thursday for the City of North Lauderdale. Contractor, however, shall make every effort to coordinate pick-up times with staff from each city in order to allow for sufficient processing and preparation time for daily deposits. In addition, pick-ups shall occur at the Tamarac Caporella Aquatic Center on Sundays between June 1It and August 31It each year or as otherwise agreed upon between Contractor and City. 2.3 Contractor shall furnish all labor, supplies, materials, equipment, tools, service and DocuSign Envelope ID: 1AOC12EO-1BDE-4A36-9EE9-8C288FA34FDC TAMARAC City of Tamarac The City For Your Life Purchasing and Contracts Division supervision necessary to properly perform and maintain each City facility in a neat, clean and orderly manner as per the specifications listed within the bid document. 2.4 Contractor shall supervise the work force to ensure that all workers conduct themselves and perform their work in a safe and professional manner. Contractor shall comply with all OSHA safety rules and regulations in the operation of equipment and in the performance of the work. 2.5 Contractor shall comply with any and all Federal, State, and local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Contractor, its employees, agents or subcontractors, if any, with respect to the work and services described herein. 2.6 Contractor shall provide services to the City of North Lauderdale in compliance with the specific requirements of that agency for the prices as provided by Contractor for service to that entity, and enumerated on a separate Agreement document. 3. Insurance 3.1 Contractor shall obtain at Contractor's expense all necessary insurance in such form and amount as specified in the original bid document or as required by the City's Risk and Safety Manager before beginning work under this Agreement including, but not limited to, Workers' Compensation, Commercial General Liability, and all other insurance as required by the City, including Professional Liability when appropriate. Contractor shall maintain such insurance in full force and effect during the life of this Agreement. Contractor shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Contractor will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. 3.2 The following are required types and minimum limits of insurance coverage that the Contractor agrees to maintain during the term of this contract: Line of Business/ Coverage Occurrence Limit Aggregate Limit Commercial General Liability $1,000,000 $1,000,000 Including: Premises/Operations Contractual Liability Personal Injury Explosion, Collapse, Underground Hazard Products/Completed Operations Broad Form Property Damage Cross Liability and Severability of Interest Clause Automobile Liability $1,000,000 Limit $1,000,000 Limit Workers' Compensation & Employer's Liability Statutory DocuSign Envelope ID: 1AOC12EO-1BDE-4A36-9EE9-8C288FA34FDC TAMARAC City of Tamarac The City For Your Life purchasing and Contracts Division 3.3 Additional Coverage Required: Contractor agrees to maintain an insurance policy or policies to cover damage to, or loss of articles transported: including banknotes, bonds, coupons, stock certificates, securities, checks, currency and coin, and other valuable documents, from any cause whatsoever in transit or otherwise, including any act of omission of the Contractor, or any of its employees, or anyone acting on its service. Contractor's insurance coverage for the items insured hereunder to be in the minimum amount of five million dollars ($5,000,000.00) each occurrence. 3.4 The City reserves the right to require higher limits depending upon the scope of work under this Agreement. 3.5 Contractor shall indemnify and hold the City of Tamarac and the City of North Lauderdale harmless for any damages resulting from failure of the Contractor to take out and maintain such insurance. Contractor's Liability Insurance policies shall be endorsed to add both the City of Tamarac and the City of North Lauderdale as certificate holders and as additional insureds. Each City reserves its right to select its own defense counsel. Contractor shall be responsible for payment of all deductibles and self-insurance retentions on Contractor's Liability Insurance policies. 4. Term of Contract The initial contract period shall be for three (3) years beginning upon award at final contract execution and award of the Agreement. The City reserves the right to exercise the option to renew for additional two (2) year periods, as may be required to provide for consistency and continuity of service. The City requires a firm price for the initial year of the contract period. Renewals will be based on the Successful Bidder agreeing to the same terms and conditions and by filing written notice to the City not less than ninety (90) days prior to renewal date of any adjustment in the contract amount. Contract renewal shall be based on satisfactory performance, mutual acceptance, and determination that the contract is in the best interest of the City. The Agreement shall be coterminous for the City of North Lauderdale. In the event services are scheduled to end because of the expiration of this contract, the Contractor shall continue the service upon the request of the City's Purchasing and Contracts Manager for both the City of Tamarac and for the City of North Lauderdale. The extension period shall not extend for more than ninety (90) days beyond the expiration date of the existing contract. The contractor shall be compensated for the service at the rate in effect when this extension clause is invoked by the City. 5. Contract Pricing The Contract Pricing shall be the monthly cost for pick-ups per location per month for a Monday through Friday schedule for the City of Tamarac, and a Monday through Thursday schedule for the City of North Lauderdale. Pricing shall be as stated in the Pricing Schedule attached hereto as Exhibit "A". 6. Payments 6.1 Payment will be made monthly for work that has been completed, inspected and properly invoiced. Invoices must bear the project name, bid number and purchase DocuSign Envelope ID: 1AOC12EO-1BDE-4A36-9EE9-8C288FA34FDC TAMARAC of Tamarac The City For Your Life Purchasing and Contracts Division order number. City has up to thirty (30) days to review, approve and pay all invoices after receipt. The Contractor shall invoice the City and provide a written request to the City to commence the one (1) year warranty period. All necessary Releases of Liens and Affidavits shall be processed before the warranty period begins. 6.2 All payments under this Agreement shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. 6.3 Contractor shall provide separate invoices to the City of Tamarac and to the City of North Lauderdale for specific services rendered on behalf of each entity. 7. Indemnification 7.1 The Contractor shall separately indemnify and hold harmless the City of Tamarac and the City of North Lauderdale, its elected and appointed officials, employees, and agents from any and all claims, suits, actions, damages, liability, and expenses (including attorneys' fees) in connection with loss of life, bodily or personal injury, or property damage, including loss of use thereof, directly or indirectly caused by, resulting from, arising out of or occurring in connection with the operations of the Contractor or its officers, employees, agents, subcontractors, or independent Contractors, excepting only such loss of life, bodily or personal injury, or property damage solely attributable to the gross negligence or willful misconduct of the City or its elected or appointed officials and employees, The above provisions shall survive the termination of this Agreement and shall pertain to any occurrence during the term of this Agreement, even though the claim may be made after the termination hereof. 7.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. i. The Contractor shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. ii. The City of Tamarac and the City of North Lauderdale each reserves the right to separately select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Contractor under the indemnification agreement. 7.3 The City and Contractor recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Contractor and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Contractor. Furthermore, the City and Contractor understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Contractor's responsibility to indemnify. 7.4 Nothing contained herein is intended nor shall be construed to waive the City of Tamarac's rights and immunities under the common law or Florida Statutes 768.28, as amended from time to time. DocuSign Envelope ID: 1AOC12E0-1BDE-4A36-9EE9-8C288FA34FDC TAMARAC of Tamarac The City For Your Life Purchasing and Contracts Division 7.5 Nothing contained herein is intended nor shall be construed to waive the City of North Lauderdale's rights and immunities under the common law or Florida Statutes 768.28, as amended from time to time. 8. Non -Discrimination & Equal Opportunity Employment During the performance of the Contract, the Contractor and its subcontractors shall not discriminate against any employee or applicant for employment because of race, color, sex including pregnancy, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity and expression, or disability if qualified. The Contractor will take affirmative action to ensure that employees and those of its subcontractors are treated during employment, without regard to their race, color, sex including pregnancy, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity or expression, or disability if qualified. Such actions must include, but not be limited to, the following: employment, promotion; demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor and its subcontractors shall agree to post in conspicuous places, available to its employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. The Contractor further agrees that he/she will ensure that all subcontractors, if any, will be made aware of and will comply with this nondiscrimination clause. 9. Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor under this Agreement and not the City's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. The Contractor shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Contractor's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Contractor, which policies of Contractor shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Contractor's funds provided for herein. The Contractor agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Contractor and the City and the City will not be liable for any obligation incurred by Contractor, including but not limited to unpaid minimum wages and/or overtime premiums. 10. Assignment and Subcontracting Contractor shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 11. Notice Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given by written notice either delivered in person, sent by U.S. Certified Mail, U.S. Express Mail, air or ground courier services, or by messenger service, as follows: DocuSign Envelope ID: 1AOC12EO-1BDE-4A36-9EE9-8C288FA34FDC of Tamarac CITY Of TAMARAC City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 TAMARAC The City For Your Life With a copy to City Attorney at the following address: Fox Rothschild LLP 2 South Biscayne Boulevard One Biscayne Tower, Suite 2750 Miami, FL 33131 Attn: John R. Herin, Jr. and Contracts Division The City of North Lauderdale shall provide specific notice provisions under separate Agreement. CONTRACTOR Brink's Incorporated 555 Dividend Drive Coppell, TX 75019 Attn: Steven Brown, Senior Vice President 12. Termination 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon thirty (30) days of written notice by the City to the Contractor for such termination in which event the Contractor shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Contractor abandons this Agreement or causes it to be terminated, Contractor shall indemnify the city against loss pertaining to this termination. 12.2 Default by Contractor: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Contractor neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Contractor of written notice of such neglect or failure. 13. Addition or Deletion of Services & Budgetary Constraints The City reserves the right to add to the services specified in this agreement, or to delete any portion of the resulting Contract, at any time, and if such right is exercised by the City the total fee shall be increased or decreased in the same ratio as the service is to the monthly flat rate quoted by Proposer and accepted by the city. In the event the City is required to reduce contract costs due to budgetary constraints, all services specified in this document may be subject to a permanent or temporary reduction in budget. In such an event, the total cost for the affected service shall be reduced as required. The Contractor shall also be provided with a minimum 30-day notice prior to any such reduction in budget. 14. Escalation All prices quoted shall remain firm and fixed for the first year of the Agreement. term of this agreement. No changes in price will be accepted for the initial term of this proposal DocuSign Envelope ID: 1AOC12EO-1BDE-4A36-9EE9-8C288FA34FDC of Tamarac The City For Your Life Purchasing and Contracts Division due to increases in any vendor expenses. The sole exceptions to this will be adjustments for fuel prices, or adjustments to the federal or Florida minimum wage rate which directly impact contractor's employees who provide direct labor for services provided for the performance of this Agreement. Contractor shall be allowed to apply a yearly rate increase not to exceed the U.S. Bureau of Labor Statistics Consumer Price Index (CPI) or five percent (5%), whichever is lower. The use of fuel adjustments are not intended to compensate the contractor for what would be considered normal day-to-day fluctuations or seasonal changes. Nor are they intended to serve as a guarantee for full compensation for fuel price fluctuations. Instead, they are intended to provide for a sharing, by the City, in a portion of the Contractor's risk which could result from unusual fuel price fluctuations. To this end the City will agree to fuel price adjustments on the following basis: 16. Fuel Adjustment Clause Adjustments for fuel will based on the fuel prices provided on the U.S. Department of Energy, Energy Information Administration and Retail On -Highway Diesel Fuel pricing reported monthly at https://www.eia.gov/petroleum/gasdiesel/ Fuel adjustments shall also apply to Contingency Items purchased by the City. Adjustments for fuel shall be added to the invoice as a separate line item. Minimum Maximum Surcharge Minimum Maximum Surcharge $0.01 $3.25 10.00% $4.01 $4.05 14.00% $3.26 $3.30 10.25% $4.06 $4.10 14.25% $3.31 $3.35 10.50% $4.11 $4.15 14.50% $3.36 $3.40 10.75% $4.16 $4.20 14.75% $3.41 $3.45 11.00% $4.21 $4.25 15.00% $3.46 $3.50 11.25% $4.26 $4.30 15.25% $3.51 $3.55 11.50% $4.31 $4.35 15.50% $3.56 $3.60 11.75% $4.36 $4.40 15.75% $3.61 $3.65 12.00% $4.41 $4.45 16.00% $3.66 $3.70 12.25% $4.46 $4.50 16.25% $3.71 $3.75 12.50% $4.51 $4.55 16.50% $3.76 $3.80 12.75% $4.56 $4.60 16.75% $3.81 $3.85 13.00% $4.61 $4.65 17.00% $3.86 $3.90 13.25% $4.66 $4.70 17.25% $3.91 $3.95 13.50% $4.71 $4.75 17.50% $3.96 $4.00 13.75% Note: Every additional $0.05 increase in fuel price results in an additional 0.25% increase. 16. Agreement Subject to Funding This agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac in the annual budget for each fiscal year of this Agreement and is subject to termination based on lack of funding. DocuSign Envelope ID: 1 AOC1 2EO-1 BDE-4A36-9EE9-8C288FA34FDC TAMARAC City of Tamarac The City For Your Life purchasing and Contracts Division 17. Venue This Agreement shall be governed by the laws of the State of Florida as now and hereafter in force. The venue for actions arising out of this agreement is fixed in Broward County, Florida. 18. Signatory Authority The Contractor shall provide the City with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. 19. Severability; Waiver of Provisions Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non -enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 20. Merger; Amendment This Agreement constitutes the entire Agreement between the Contractor and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and the City. 21. No Construction Against Drafting Party Each party to this Agreement expressly recognizes that this Agreement results from the negotiation process in which each party was represented by counsel and contributed to the drafting of this Agreement. Given this fact, no legal or other presumptions against the party drafting this Agreement concerning its construction, interpretation or otherwise accrue to the benefit of any party to the Agreement, and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving this Agreement. 22. Uncontrollable Circumstances Neither the City nor Contractor shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. Neither party shall, however, be excused from performance if nonperformance is due to forces, which are preventable, removable, or remediable, and which the nonperforming party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The nonperforming party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. In the event that any City facility is closed due to uncontrollable forces as indicated in Section 22 of this Agreement, the Contractor shall not bill the City for the cost of hourly DocuSign Envelope ID: lAOC12EO-lBDE-4A36-9EE9-8C288FA34FDC TAMARAC City of Tamarac The City For Your Life Purchasing and Contracts Division employees who are not working, unless such employees have been tasked to complete maintenance at the facility in an effort to restore the facility to operational status. 23. Scrutinized Companies - 287.135 AND 216.473 23.1 By execution of this Agreement, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. 23.2 Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287,135, Florida Statutes, as amended from time to time. 24. Public Records 24.1 The City of Tamarac is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: 24.1.1 Keep and maintain public records required by the City in order to perform the service; 24.1.2 Upon request from the City's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 24.1.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the City. 24.1.4 Upon completion of the contract, transfer, at no cost to the City, all public records in possession of the Contractor, or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records in a format that is compatible with the information technology systems of the City. DocuSign Envelope ID: 1AOC12EO-1BDE-4A36-9EE9-8C288FA34FDC TAMARAC of Tamarac The City For Your Life purchasing and Contracts Division 24.2 During the term of the contract, the Contractor shall maintain all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. The form of all records and reports shall be subject to the approval of the City's Auditor. The Contractor agrees to make available to the City's Auditor, during normal business hours and in Broward, Dade or Palm Beach Counties, all books of account, reports and records relating to this contract. 25. E-Verify Definitions: "Agency" or "Public Employer" for purposes of this section shall mean the City of Tamarac, a Municipal Corporation which is a political subdivision of the State of Florida. "Contractor" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for salary, wages, or other remuneration. "E-Verify system" means an Internet -based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. Effective January 1, 2021, public and private employers, contractors and subcontractors will begin required registration with, and use of, the E-verify system in order to verify the work authorization status of all newly hired employees. Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: a) All persons employed by Contractor to perform employment duties within Florida during the term of the contract; and b) All persons (including sub-vendors/subconsultants/subcontractors) assigned by Contractor to perform work pursuant to the contract with the City. The Contractor acknowledges and agrees that use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Tamarac. Should Vendor become the successful Contractor awarded for the above -named project, by entering into this Agreement, the Contractor becomes obligated to comply with the provisions of § 448.095, FL. Statutes, as amended from time to time. This includes but is not limited to utilization of the E-Verify System to verify the work authorization status of all newly hired employees; and requiring all Subcontractors to provide an affidavit attesting that the Subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. Failure to comply will lead to termination of this Contract, or if a Subcontractor knowingly violates the statute, the Subcontract must be terminated immediately. Any challenge to termination under this provision must be filed in the Circuit Court no later than 20 calendar days after the date of termination. If this contract is terminated for a violation of the statute by the Contractor, the Contractor may not be awarded a public contract by the City for a period of 1 year after the date of termination. By signing below, the Vendor acknowledges these terms shall be an integral part of its bid and the Contract. DocuSign Envelope ID: 1AOC12EO-1BDE-4A36-9EE9-8C288FA34FDC TAMARAC The City For Your Life City of Tamarac Purchasing and Contracts Division 26. Custodian of Records IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY CLERK 7525 NW 88TH AVENUE ROOM 101 TAMARAC, FL 33321 (954) 597-3505 CITYCLERK@TAMARAC.ORG Remainder of Page Intentionally Blank DocuSign Envelope ID: 1AOC12EO-1BDE-4A36-9EE9-8C288FA34FDC TAMARAC The City For Your Life City of Tamarac Purchasing and Contracts Division IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, through its Mayor and City Manager and Brink's Inc., signing by and through its Senior Vice President duly authorized to execute same. ;•ESTABLISHED < CITY OF TAMARAC ry Mich Ile J. Gomez, Mayor ( I �v2Z ate _03' 1963 ��_ ' o SEAL p 'd"', co "11`II K hleen Gunn, fntVr City Manager Je Ifer Jo son, IC. City Clerk Da e Alk Appkyea as to form and legal sufficiency: Jahr ' Hbrin, JrXPMAttorney ba eJ CONTRACTOR BRINK'S INCORPORATED Company Name ©oousl4n.a by: ua1,n•a by: U� l5laukwee�, S>� 15r'eww Signa orate Secretary Ig_H&M' r8enior Vice President Lindsay Blackwood Type/Print Name of Corporate Secy (CORPORATE SEAL) Steven Brown Senior Vice President 11/27/2021 1 5:13 AM PST Date DocuSign Envelope ID: 1AOC12EO-1BDE-4A36-9EE9-8C288FA34FDC TiMARAC� The City For Your Life City of Tamarac Purchasing and Contracts Division CORPORATE ACKNOWLEDGEMENT STATE OF R)(0\ S :SS COUNTY OF DoA), Q S I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Steven Brown, Senior Vice President of Brink's Incorporated, a Delaware corporation, duly registered as a Florida Foreign Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this KELSEY DAVIS Notary Public, State of Texas % tcc Comm. Expires 02-26-2022 Notary ID 125396212 day of a HC12M�� 20ZJ . J,,,, J)aA)�, 'rzignatuft of Notary Public State of -Fferids art -age Te xck-S KD Print, Type or Stamp Name of Notary Public [� Personally known to me or ❑ Produced Identification Type of I.D. Produced [✓( DID take an oath, or ❑ DID NOT take an oath. DocuSign Envelope ID: 1AOC12EO-1BDE-4A36-9EE9-8C288FA34FDC TAMARAC The City For Your Life City of Tamarac Purchasing and Contracts Division EXHIBIT A — PRICING SCHEDULE The following pricing schedule reflects pricing for next day bank delivery for individual locations as proposed by Contractor in their response to Request for Proposal 21-14R. Pricing shall remain firm and unchanged for the first year of the Agreement, and after that is subject to escalation or de-escalation after the first year, and annually after that. Pricing does not include any required fuel adjustments that may be assessed during the contract period. Fuel adjustments are specifically addressed in Section 12 "Fuel Adjustments" of this Agreement. Line Description ---------- Monthly Pick-up charge for each pick-up Item location (charge per location per month) 1 City of Tamarac- Pick-up charge for pick-up at five $ 399.0000 (5) locations 5 days per week. (M - F) (This Is The Charge Per Location Per Month) 2 City of Tamarac — Pick-up charge for Caporella No additional charge Aquatic Center for Sunday from June 151 through the last Sunday in August 3 City of North Lauderdale - Pick-up charge for pick- $ 319.2554 up at one (1) location 4 days per week (M-TH). (This is the Charge Per Location Per Month) 4 City of North Lauderdale Alternate 1 -- Pick-up $ 239.4000 charge for pick-up at one (1) location 3 days per week (TU-TH). (This is the Charge Per Location Per Month) 5 City of North Lauderdale Alternate 2 -- Pick-up $ 159.6000 charge for pick-up at one (1) location 2 days per week (TU AND TH) (This is the Charge Per Location Per Month) SPECIAL FEES Line Description Fee Item 1 Excess Items. $2.50 per item over 10 item limit 2 Excess Premise Time. $2.50 per minute over 6 minute limit. 3 Excess Liability. $0.28 per $1,000.00 over $50,000.00 DocuSign Envelope ID: 1AOC12EO-1BDE-4A36-gEE9-8C288FA34FDC TAMARAC The City For Your Life City of Tamarac Purchasing and Contracts utvtsion 4 Cost difference for North Lauderdale if North No additional fee. Lauderdale would utilize TD Bank Cash Vault Banking Service. DocuSign Envelope ID: 53B56043-960C-448A-A377-89DB62D91806 IIIIIL3RINKS AMENDMENT NONSTANDARD THIS AMENDMENT (the "Amendment") is made by and between Brink's U.S., a Division of Brink's, Incorporated ("Brink's"), a Delaware corporation with offices located at 555 Dividend Drive, Suite 100, Coppell, TX 75019, and City of Tamarac ("Customer") with offices located at 7525 NW 88th Avenue, Tamarac, Florida 33321 is entered into this 2nd day of September, 2021, and shall amend and be incorporated into that certain "Contract" for services dated, September 2, 2021, between Brink's and Customer. The Contract and Amendment together constitute the "Agreement" between the parties. I. DEFINITIONS 1. "Business Days" means Monday through Friday except holidays observed by the Facility performing Services hereunder. 2. "Delivery Location" means the location designated by Customer as the place where Brink's is to deliver Shipments. 3. "Distinctively and Securely Sealed" means that the container used to hold any Property to be transported by Brink's has been closed and fastened with a device or method of sealing having a distinguishing mark that can be clearly seen and recognized as a unique identification number or special mark that is attached to the container so that the Property is finely enclosed, and the device or method of sealing cannot be removed and reapplied to the container Without leaving visible external evidence of tampering to the container. 4. "Fragile Property" means any breakable item, including without limitation, decorative pieces, works of art, and jewelry. 5. "Loss" means any loss of, damage, theft or destruction to Property. 6. "Maximum Liability Amount" is means the total liability assumed by Brink's for a Loss of all or part of a Shipment which for purposes of the Services shall be $1,000,000.00. 7. "Pick -Up Location" means the location designated by the parties as the place where Brink's is to receive Shipments. 8. "Property" means currency, can, checks, securities, other financial instruments, and other valuables agreed to be transported by Brink's. 9. "Rates" means the charges for Services. 10. "Services" means armored transportation and related services to be provided to Customer as described in Section II below. 11. "Shipment" means one or more sealed containers of Property received by Brink's at the same time at a single Pick -Up Location, which are to be delivered to a single Delivery Location. IL BRINK'S RESPONSIBILITIES Brink's shall: (a) arrive at the Pict -Up Locations to request Shipments; (b) sign a receipt for Shipments received by Brink's, and (c) deliver such Shipments to the Delivery Location and obtain a receipt for such delivery. Brink's may return the Shipment to the Pick -Up Location in the event that delivery cannot reasonably be made by Brink's to the Delivery Location. The Services will be performed during Brink's regular business hours as scheduled by Brink's local officals) performing the Services unless otherwise specified in this Amendment. In the event of inclement weather or some other irregularity, performance shall be as mutually agreed upon. Services will be performed on Business Days, unless otherwise specified in the Attachments. Ill. CUSTOMER'S RESPONSIBILITIES 1. Customer shall place all Property to be received by Brink's in Distinctively and Securely Sealed containers. 2. Customer warrants that it shall declare the actual value of each Shipment and each Distinctively and Securely Sealed container in the Shipment. 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. 3. Customer will not include Fragile Property in a Shipment unless specifically agreed to by Brink's in an Attachment. 4. The locations serviced under this Amendment, whether listed in an Attachment or otherwise, shall not be deleted from service by Customer during the term of this Amendment unless such Location is permanently closed or sold. IV. TERM This section intentionally omitted. V. CHARGES AND PAYMENT 1. Within thirty (30) days of the date of invoice, Customer shall pay Brink's the Rates plus all applicable Federal, State and local taxes. The Rates may be amended by Brink's via invoices, letters, or other writings. Except for Rate changes made pursuant to paragraph 3 of this section, Customer may, by written Notice within twenty (20) days of such invoice, letter or other writing, reject any charges differing from the Rates. Otherwise, Customer shall be deemed to have accepted such increase. If Customer disputes the accuracy of an invoice, Customer will provide Brink's written Notice of the claimed inaccuracy within sixty (60) days of the invoice date or such claim will be deemed waived by Customer. 2. Al charges remaining unpaid after the invoice due date are subject to an interest charge at the lesser of 1 Y % per month or the maximum rate allowed by law. 3. Brink's may increase Rates effective January 1 of each year of the Agreement by an amount not to exceed the annual increase in CPI for All Urban Consumers plus two percent (2%) not to exceed five percent (5%), or upon written communication in the event of a change in economic conditions that increases Brink's operating costs. 4. In addition to the other charges specified in the Agreement, Customer will pay a fuel surcharge which will be adjusted quarterly as described in the applicable Attachment 5. Customer shall pay Brink's for all changes in scope of Services whether requested by Customer in writing or verbally. VI. BRINK'S LIABILITY; LIMITATIONS; EXCLUSIONS 1. Brink's liability for any of its obligations under the Agreement, including without limitation liability for the Loss of a Shipment, shall not exceed the lesser of the following: Maximum Liability Amount; the actual value of the Loss; or the declared value of the Property subject to the Loss. Brink's liability shall commence when the Shipment has been received into Brink's possession and a receipt has been signed for such Shipment and shall terminate when the Shipment has been delivered to the Delivery Location, or returned to the Pick -Up Location in the event that delivery cannot reasonably be made by Brink's. 2. Brink's liability for Loss shall not exceed the Maximum Liability Amount, notwithstanding anything to the contrary contained in any oral statement, invoice, receipt or other document. Brink's is not responsible for determining the contents or value of any Shipment. 3. If Customer requests that Brink's transport an amount over the Maximum Liability Amount ("Excess Liability"), the Maximum Liability Amount for a Loss arising out of that Shipment will increase: (i) if mutually agreed in writing by the parties prior to Brink's receiving the Shipment; and (ii) Customer is able to show it paid to Brink's prior to the Loss, the additional charges associated with transporting the Excess Liability. 4. Brink's shall not be liable for any shortage within any Shipment that: (a) is not Distinctively and Securely Sealed when received by Brink's; (b) occurred before Brink's received possession of the Shipment; or (c) shows no external evidence of tampering when received by Brink's. Brink's shall not be liable for a Loss caused in whole or in part by the criminal acts, or fraud of Customer, its employees, representatives or agents. 5. If the Customer has the ability to reconstruct checks, the following language applies: In the event of Loss of checks or other financial instruments (together "Checks"), Brink's agrees to pay for: (a) Customer's reasonable costs in identifying and replacing the Checks, and (b) the face value of the Checks not identified, except for those Checks which could not be collected on at the time of the Loss up to a combined limit of $50,000 per Shipment. The Maximum Liability Amount that applies to the Loss of such Shipment shall include the referenced $50,000. 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. 6. Brink's shall indemnify and hold Customer harmless from any liability, loss or damage due to bodily injury or death to any third party or damage to property, excluding Property as defined herein, to the extent such bodily injury or death or damage to property is caused by Brink's negligent performance and/or willful misconduct under the Agreement. As used herein, a third party shall not include Brink's or Customer, or the directors, officers, employees or agents of Brink's or Customer. 7. 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 means beyond Brink's control. 8. (a) 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 jure 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 or arising from: (1) any chemical, biological, bio-chemical or electromagnetic weapon; (2) the use or operation, as a means for inflicting harts, of any computer, computer system, computer software program, malicious code, computer virus or process or any other electronic system; (3) ionizing radiations from or contamination by radioactivity from any nuclear fuel or from any nuclear waste or from the combustion of nuclear fuel; (4) the radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or nuclear component thereof; (5) any weapon or device employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or matter; or (6) the Page 1 of 3 DocuSign Envelope ID: 53B56043-960C-448A A377-89DB62D91806 radioactive, toxic, explosive or other hazardous or contaminating properties of any radioactive matter. The exclusion in sub -clause (6) 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 govemment(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. 9. Brink's is not an insurer under the Agreement. Brink's shall not be liable under any circumstance 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 Brink's and whether or not Brink's had knowledge that such losses or damages might be incurred. VI. INSURANCE 1. Brink's will maintain at all times during the term of the 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. 2. Customer shall at all times maintain comprehensive general liability insurance coverage, including contractual liability and premises liability. 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, and Customer agrees that Brink's shall be given thirty (30) days notice in the event that such insurance coverage shall be canceled, not renewed or materially restricted. VII. FILING OF CLAIMS; PROOF OF LOSS 1. In the event of Loss under the Agreement, Customer shall notify Brink's as soon as practicable and provide written Notice to Brink's within one (1) business day after the Loss or suspected Loss is discovered or should have been discovered so that Brink's and Customer can effectively initiate investigation of the Loss. In no event will Customer provide Notice of Loss more than thirty (30) days after the Property which is the subject of the claim was received into Brink's possession. It is Customer's responsibility to verify Shipment deliveries promptly. Unless such Notice is given by Customer within the time prescribed, any and all claims by Customer for 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 described Notice has been given to Brink's, and (b) such action, suit or proceeding is commenced within twelve (12) months after receipt of such Property into Brink's possession. 2. Customer shall maintain a record of all Property placed in any Shipment and shall promptly and diligently assist Brink's in establishing the identity of any Loss in any Shipment. Customer agrees to mitigate its damages in connection with any Loss. Brink's and Customer shall fully cooperate in conducting an investigation, and any question of a Loss or the cause thereof, to the extent reasonably possible, shall be resolved by the findings of such investigation. 3. Affirmative written proof of the Loss, subscribed and swom to by Customer and substantiated by the 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 that are the subject of the claim. Customer will execute any documents necessary to perfect such assignment upon request by Brink's or Brink's insurers. VIII. DEFAULT; REMEDIES; TERMINATION 1. In the event of early termination under the Agreement other than for material breach by Brink's, Customer agrees that actual damages might be sustained by Brink's which are uncertain and would be difficult to determine. Customer hereby agrees to pay Brink's, as liquidated damages and not as a penalty, all remaining charges that would have been payable to Brink's from the date of termination up to and including the date of expiration of the then current term of the Agreement, plus any capital costs incurred by Brink's as a result of entering into the Agreement. Should Customer default in the payment to Brink's of any amounts due under the Agreement, then Customer shall also be responsible for interest as provided above and all attorney's fees, costs and expenses incurred by Brink's in the collection of such past due amounts. The past due amounts, interest and collection costs constitute "Unpaid Obligations". In addition to the other remedies provided in the Agreement and under applicable law, Customer hereby agrees that Brink's shall be permitted to retain as a credit and to offset against such Unpaid Obligations, on a dollar for dollar basis, any Property which Brink's has in its possession under the Agreement. 2. Either party may terminate the Agreement in the event of a material breach of the Agreement (including non-payment) by the other party, provided that such breach continues for a period of thirty (30) days after receipt by the breaching party of written Notice from the non -breaching party specifying the nature of such breach. No written Notice is required if the breach is non-payment of amounts due. If such breach is cured within the applicable cure period, then the Agreement shall continue in full force and effect. IX. MISCELLANEOUS 1. Brink's may, in its discretion, choose to perform any or all of the Services itself or through its employees, agents or independent subcontractors. Any employee, agent or independent subcontractor performing Services shall be entitled to the benefit of every limitation and defense to which Brink's is entitled hereunder. Notwithstanding the foregoing, Customer shall look solely to Brink's for reimbursement of any Loss in accordance with the terms of the Agreement. 2. For any audit rights under the Agreement applicable to the Services, Customer's auditors shall be permitted access to a Brink's facility to review Brink's records applicable to the amounts charged and the services performed under the Agreement. Such records shall be made available to said auditors (subject to availability pursuant to Brink's record retention policies) on Brink's regular business days during regular business hours at a mutually agreed upon time. All inspections and audits shall not disrupt the routine operation of the Brink's facility at which such records are held or will be made available, and any Customer agree to cause its auditors to comply with any and all reasonable rules and instructions of Brink's applicable to safely and security of the Brink's facility in question. Customer's auditors shall present proper credentials to the manager of Brink's Facility at the time that they are admitted to Brink's facility. 3. All "Notices" under the Agreement, shall be in writing and shall be deemed given to the other party immediately upon: personal or messenger delivery; proof of transmission date of facsimile transmission; or delivery date of overnight courier or certified mail service. Notice shall be sent to the party at the address shown on this Amendment or to such other address as either party may specify by Notice. Notice to Brink's, including Bankruptcy notifications, shall also be sent to: Legal Dept., Brink's U.S., 555 Dividend Dr., Coppell, TX 75019. 4. Any pre-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 the Agreement as modified by this Amendment. 5. This Agreement governs the rights and responsibilities of Customer and Brink's. Customer agrees to look only to the provisions of this Amendment for any claim against Brink's relating to Customer's Property. 6. Each party agrees to comply with all applicable laws, rules and regulations in the performance of its obligations hereunder. 7. This Agreement and the Attachments, all as may be amended from time to time, constitute the entire agreement and understanding between Customer and Brink's with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written, express or implied. In the event of a conflict between the terms of the Contract and this Amendment, the terms of this Amendment will prevail. Except with respect to Rates, the Agreement may only be amended or superseded by a writing signed by the parties. The sole and exclusive remedies for any breach of the terms and provisions of the Agreement or any claim or cause of action otherwise arising out of or related to the Agreement shall be those remedies available at law or in equity for breach of contract only (as such contractual remedies have been further limited or excluded pursuant to the express terms of this Amendment, and neither of the parties hereto, nor other person or entity will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise. 8. Neither party shall use the other party's trade name, likeness, trademarks or logo, without the other party's prior written consent. 9. The illegality or invalidity of any provision of this Agreement shall not affect or invalidate the remainder of the Agreement. 10. CUSTOMER AND BRINK'S HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING IN ANY WAY OUT OF THE AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THE AGREEMENT. 11. The provisions of this Amendment, which by their sense and context are meant to survive expiration of this Agreement, shall so survive. 12. 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. 13. THE LAWS OF THE STATE OF FLORIDA SHALL GOVERN THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION OF ITS TERMS AND CONDITIONS, THE INTERPRETATION OF THE RIGHTS AND RELATIONSHIPS OF THE PARTIES HERETO, INCLUDING BUT NOT LIMITED TO ALL CLAIMS OR CAUSES OF ACTION (WHETHER BROUGHT IN CONTRACT OR TORT) THAT MAY BE BASED ON, ARISE OUT OF OR RELATE TO THIS AGREEMENT, WITHOUT REGARD TO THE CONFLICTS OF LAWS AND PRINCIPLES THEREOF. 14. To the extent Services include transportation, Customer agrees: (a) that none of the provisions of the Carmack Amendment apply to any obligation of Brink's under this Agreement and (b) Customer shall comply with the Private Express Statutes (United States Postal Laws and Regulations) in the preparation of all Shipments. 15. Customer will not assign this Agreement without the prior written consent of Brink's. 16. The Agreement (including this Amendment) may be executed in multiple counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. [SIGNATURES TO FOLLOW ON THE NEXT PAGE] Page 2 of 3 DocuSign Envelope ID: 53B56043-960C-448A-A377-89DB62D91806 AGREED AND ACCEPTED: "CUSTOMER": "BRINK'S": (::-2�- iom Brink's UDCA. ?FlSMhb6f Brink's, IncorporatedCyB (Customer Signature) By. -F099889BDB4D41a.. Name: Kathleen Gunn Name: Steven A. Brown Title: *"e*wCity Manager Title: SVP - US Sales & Marketing a-- 1110/01 Page 3 of 3