HomeMy WebLinkAboutContracts & Agreements_183-2012_CCv0001.pdf GARDA
����
.�.�,�
Contract: 120-200260
ARMORED CAR SERVICE AGREEMENT
This Agreement is made on July 2,2012 by and between Garda CL West, Inc.(Hereinafter called'CARRIER")
and City mfRedlands whose address|s3sCajon St..Redlands,CA 9237J(Hereinafter called
"CUSTOMER').
SECTION|:BASIC AGREEMENT
The Parties both agree as follows:
' Service.CARRIER^^�~~`~render Services~CUSTOMER"`the locations,=times,prices,
frequencies and liability limits set forth onSchedule A attached hereto and made opart hereof and upon such
other terms and conditions amare set forth onSchedule A.
2. Insurance:During the Term ofthis Agreement,CARRIER shall maintain the insurance|nthe
amounts and types set forth herein.
hereof.3. Maximum Liability:The Maximum Shipment Liability shall be as set forth on Schedule A
4. TerTw.The Term for Services under this Agreement shall be as set forth on Schedule A.
5. CUSTOMER agrees Vm pay CARRIER for the Services,the sum set
forth on Schedule A per month,plus all additional charges associated with special Service requests and any
applicable surcharges pursuant mSchedule&
6. This agreement includes the terms hereof,and the terms ofservice
contained inSchedule A.
SECTION It.DEFINITIONS.
( word"Holiday"as used in this Agreement shall mean the days designated on Schedule A.
Holiday Service will heprovided etthe prices set forth unSchedule A.
(b) The word"Property"shall mean currency,coins,precious metals,checks,notes,bonds,
negotiable instruments,securities and all other things of value but excluding hazardous materials ormaterials
for which transport is legally prohibited or restricted by applicable State or Federal Law.
(c) The word"Sealed"as used in this Agreement shall mean closed in a manner that is reasonably
designed unprevent easy access tnthe Property and that under normal circumstances would tend ooreveal
evidence uftampering ormanipulation ifunauthorized access were attempted.
(d) The word"Service"shall mean to call for Sealed Shipments said to contain Property,to receipt
therefore,and to deliver the same in like condition to a designated consignee,and to perform any other
Services set forth nnSchedule&
( The word^Sh|pmomraaused herein shall mean the total Property|nSealed containers
received uyCARRIER otasingle location from osingle consignor for delivery toone other location toasingle
consignee.
y0 The words"Reconstruct","Reconstructed"and"Reconstruction"shall mean to identify checks
only 0mthe extent mfdetermining the face amount ofsaid checks and the identity maker and/or check
numbers,account numbers,routing numbers,financial institution,and the identity of the maker and the
endorser of each.
SECTION Ill.SERVICE.
CARRIER agrees to render Service to CUSTOMER atthe locations,prices,
frequencies and liability limits set forth mSchedule aattached hereto and made apart hereof and upon such
other terms and conditions amare set forth onSchedule A,
( When delivery u[mShipment cmnnmhamadm8/ro reason,CARRIER shall
notify CUSTOMER and return the Shipment toCUSTOMER nrtoCARRIERS vault for storage. Notification nf
such return shall bapromptly given toCUSTOMER,
wotM, Page`mr Contract 120-200260
GARDA
����
'�,�,�
(c) Premise Time:CUSTOMER understands that time isu[the essence mCARREFTObusiness,
therefore,CUSTOMER agrees that CARRIERS messenger shallbo present no more than mmaximum nffive
(5)minutes mmake apickup and/or delivery mProperty, osaid premise time exceeds the time stated herein,
it is agreedthat the messenger may leave andthat suchdpam h |!notbombreach of this
CUSTOMER may call and request that a Service call be made by CARRIER subsequent to such departure.
Byrequesting same,CUSTOMER agrees to pay for said additional Service call atarate tobeestablished by
mutual agreement,such charges k,bainaddition mregular Service charges.
(d) EvenXchanqe@ Service: CARRIER agrees to accept change orders directly from CUSTOMER
mcamnmv/via CARRIER'S telephone order entry system,and CARRIER will prepare and package each order
from the inventory("Inventory")of coin and currency(hereafter,collectively"Cash")maintained at CARRIER'S
facilMies). Subject to the terms herein and in the Agreement,CARRIER shall deliver change orders in
accordance with the scheduled pickup/delivery dates set forth in the attached Schedule A. Changeorders
requested by CUSTOMER for delivery on days other than scheduled pickup/delivery dates shall be subject to
CARRIER approval and such special charges as provided in the Agreement,or as otherwise mutually agreed
upon. All change orders must be placed before 11:00 a.m.on the day prior to a requested/scheduled
delivery. Saturday,Sunday and Monday orders must be placed before the above-referenced time on Friday.
CUSTOMER shall not order any currency in denominations exceeding Ten Dollar($10.00)notes.
(e) CUSTOMER agrees&opay CARRIER for the Services a/the prices set
forth inthe attached Schedule A.inthe event CUSTOMER uses the Even Exchange Service.(The first such
usage indicates agreementwKxthvnmonaseethorthnn8ohedu|eA)'p|ummUadd0ono|ohargeoaomociated
with special Service requests,asrequested byCUSTOMER. Payment iodue net thirty(30)days from the
date o[any invoice.
SEoTlOwIV.INSURANCE.
(a) CARRIER agrees mtall times during the life o[this Agreement to purchase
and maintain insurance with a responsibleinsurance company to cover the loss or destruction of Property
handled or protected by CARRIER,its agents or employees,on behalf of CUSTOMER pursuant to this
Agreement CARRIER agrees to furnish CUSTOMER with written evidence of compliance with this provision.
It is understood and agreed that CARRIER shall not be liable in any capacity for loss or harm to
CUSTOMER!S Property or for damages directly and/or proximately flowing from loss or harm to
CUSTOMER!S Property while said Property is in the possession of CARRIER,nor shall CARRIEfTS insurance
carrier be required to cover such damages when same are caused by any of the following:
1' Hostile or warlikeaction i time of peace or war,including
hinders,combats or defends against an actual,impending or expected attack by any
government or sovereign power(de jure or de facto),or by any authority maintaining or
using military,naval or air forces,or by military naval or air forces,or by an agent of any
government power,authority or force;
2. Any weapon of war employing atomic fission or radioactive force whether in time of peace
or war;
3. Any accident orCatastrophe occurring odo governmentorprivate facility employing the use
ofatomic fission mrradioactive energy whether)ntime ofpeace orwar;
4. Insurrection,/*be|lion,nam|uUnn,civil war,usurped powmr,or action taken by government
authority in hindering,combating,o,defending against such mnoccurrence,seizure or
destruction under quarantine or customs regulations,confiscation by order of any
government or public authority,or risks of contraband or illegal transport or trade.
(u) Other Insurance;CARRIER shall maintain during the performance of the Services the following
Insurance.
(I) Worker's Compensation and Employers'Liability Insurance as prescribed by applicable
|me
0V Comprehensive mCommercial General Liability Insurance(bodily injury and
damage),the limits ofliability ofsuch insurance shall not baless than*1.O0u/00O
combined single limit per occurrence,
(iii) Automobile Bodily Property Damage Liability Insurance,covering owned,
non-owned and hired automobiles,the limits ofwhich shall not teless than S1/00000
combined single limit per occurrence,
moNA, Page uo,r Contract 120a00260
GARDA
SECTION V.CUSTOMER INDEMNITY
(a) Indemnity:CARRIER agrees to defend,indemnify and hold harmless CUSTOMER from all
claims,demands,actions and causes of action for damage or injury,Including death,that are hereafter made
or brought against CUSTOMER by any third party for the recovery of actual damages to the extent caused by
reason of the negligence or willful misconduct of CARRIER,its employees or agents. CARRIER shall have no
defense or indemnification obligation to CUSTOMER to the extent such damage or injury is caused by the
negligence or willful misconduct of CUSTOMER,its employees or agents. In no case shall CARRIER be liable
for or owe any duty of indemnification with respect to any exemplary,punitive or consequential damage claims
by CUSTOMER or any third party arising from the loss or destruction of Property. CARRIER'S obligation with
respect to any claim for damages by CUSTOMER or any third party with respect to any Property shall not
exceed the Maximum Shipment Liability,
SECTION V1,CARRIER LIABILITY
(a) Maximum Shipment Liability: Except as provided above,it is understood and agreed that
CARRIER and its insurance company will be liable for loss of or damage to CUSTOMER Property inclusive of
Reconstructive damage up to the maximum sum for each Shipment as set forth in Schedule A,which sum is
the agreed maximum value of any single Shipment("Maximum Shipment Liability").The Service and liability
obligations assumed by CARRIER and the rates charged by CARRIER are based, in pad,upon the values of
Shipments as declared herein by CUSTOMER,for the safe delivery or return of any Shipment of
CUSTOMERS in the possession of CARRIER,or in the possession of the agents or employees of CARRIER
pursuant to the terms of this Agreement,it is therefore expressly agreed by the CUSTOMER that the
provisions of this Agreement dealing with Maximum Shipment Liability to be accepted by CARRIER from the
CUSTOMER for delivery to consignee,or from consignee,may not be waived or amended by any agent of
CARRIER,but that such waiver or amendment may be made only with the written consent of an officer of
CARRIER CARRIER will not be liable for loss or damage to Property consigned to it in excess of the
Maximum Shipment Liability unless CUSTOMER has paid all excess liability charges to the CARRIER for all
Shipments of Property with a value in excess of the Maximum Shipment Liability amount.
(b) Force Maieure:CARRIER shall not be in breach of this contract nor be liable in any capacity for
damages,including but not limited to loss of interest,directly and/or proximately flowing from any delay in or
failure to make pickups or deliveries on CUSTOMERS behalf pursuant to the terms of this Agreement due to
causes beyond CARRIER's reasonable control,including strikes,work stoppages,lockouts,epidemics,
pestilence,strikes by CUSTOMER or consignee's employees,work stoppages by CUSTOMER or consignee's
employees,lockouts by CUSTOMER or consignee,war,rebellion,insurrection,hostilities, legal process,court
action,mechanical failure,accidents,fires,acts of God,storms,flood,closed transportation routes or other
causes beyond CARRIER'S reasonable control. It is understood and agreed that CARRIER is not a guarantor
of any pickup or delivery times that may be established from time to time by custom,practice or agreement.
Any such times are mere approximations or estimates,however,CARRIER agrees to use reasonable efforts
to accommodate pickup and delivery times requested by CUSTOMER and agreed to by CARRIER.
SECTION V11111.PROCEDURES.
(a) Authorized Messengers:CARRIER agrees to furnish CUSTOMER the CARRIER's secure
Authorized Agent Card procedure to conduct deposit pickup and change order delivery.CUSTOMER may rely
upon the Authorized Agent Card as evidence of authority of the messenger.CARRIER assumes no liability for
Property delivered to any employee or other person,except those who display an Authorized Agent Card and
arrive in full uniform,
(b) Shipment Requirements:CUSTOMER agrees to cause all Shipments to be made by means of
CUSTOMER placing CUSTOMER'S Property in Sealed packages or containers,of a mutually agreed upon
type and design,which clearly and distinctly indicates the name and address of the consignor as well as the
name and address of the consignee.CUSTOMER further agrees to clearly and distinctly set forth the value of
each Shipment on the outside of the Sealed packages or container.CUSTOMER agrees that CARRIER,its
agents or employees,shall have the right to refuse to pickup Shipments of Property which are not Sealed and
property marked by CUSTOMER as set forth above and that CARRIER assumes no liability for arty damages
or loss which may result as a consequence of such refusal to make a pickup.CUSTOMER further agrees that
CARRIER shall not be liable for any mysterious disappearance of,shortage or damage to the contents of any
Shipment unless the Shipment was property Sealed at the time of delivery to CARRIER and shows evidence
of tampering at the time CARRIER delivers said package to the consignee and the consignee immediately
notes,in writing,the evidence of tampering on CARRIEFVS receipt document.Absent notation on CARRIERS
receipt document by the consignee at the time of receipt,the burden of proof shall be on the CUSTOMER to
show the CARRIER is responsible for such loss or claim related to a Sealed container said to contain
Property. The parties agree that,while CUSTOMER may keep its own receipt and log book for Its own
internal purposes,CARRIER's receipt document shall be deemed the sole controlling document with respect
to all Services rendered,including,without limitation,deposits delivered and received,timing,losses,
shortages,overages,investigations,claims or litigation.
Momlir Page 3 of 7 Contract:120-200260
GAHM
w���
,�.���
(c) Duration of Shipment Liability:CARRIER'S possession of CUSTOMERS Shipment begins only
after an authorized messenger employed by CARRIER signs a receipt for and receives said Shipment into
his/her physical custody,thereafter CARRIERS possession of CUSTOMER'S Property terminates when and
as an agent or consignee designated by CUSTOMER receives physical custody(i.e.physical possession or
control)of the Shipment. It is understood and agreed that CARRIERS liability for the handling or protection of
CUSTOMER'S Property arises and exists solely and concurrently with CARRIERS possession thereof.
xq isunderstood and agreed that under no circumstances or theory of
liability shall CARRIER and/or CARRIER'S insurance company be liable for any incidental or consequential
damages to CUSTOMER or any third party directly or on behalf of CUSTOMER resulting from or occasioned
by the loss of or damage to any Shipment of Property delivered to CARRIER pursuant to this Agreement.
Claims:It isunderstood and agreed that under nocircumstances shall CARRIER and/or
CARRIERS insurance company be liable or responsibleko any claimfor
CUSTOMERS Property which is not submitted in writing to the CARRIERwithin the greater of ninety(90)
days after the date that said loss ordamage purportedly occurred or the minimum noticethe law of the jurisdiction where the Service took place.Within thirty(30)days after the giving of written notice �
of a claim of loss or damage,CUSTOMER agrees to furnish CARRIER a detailed written statement of the
circumstances surrounding such loss or damages as well as detailed written proof of such loss or damages in
form reasonably satisfactory to CARRIER,which proof of loss shall be substantiated by the books,records
--------—CUSTOMER and shall^'`subscribed and sworn o"xCUSTOMER m its duty
officer.Failure ufCUSTOMER mcomply foregoing shall relieve and release CARRIER of any liability
toCUSTOMER with respect msuch claimed loss ordamage.
CUSTOMER shall maintain anaccurate record uf allchecks placedi Shipment
costsgiven to CARRIER and in the event of a loss,CUSTOMER agrees to promptly,diligently and completely
cooperate with CARRIER in the Reconstruction and replacement of lost,destroyed or stolen checks which had
been contained in any such Shipment.CARRIERS sole liability shall be the payment to CUSTOMER of.,(I)
reasonable necessary— Reconstruct_the checks
plus any necessary costs because of stop payment
procedures;(ii)the face value of checks that cannot be
provided adequate proof of the value
thereof is |
m�{oaxm*��eUm� �
of$5.O0O.00perGh|pm� fnr�eun|dem|Oedohooko.Thema� liability — —
of
|
CARRIER for event exceed Maximum Shipment
chedule A
which includes the aforesaid$5,000.00 for the unidentified checks.Complete cooperation shall include but riot
be limited to,recovery of hard copy or electronic records of checks including,without limitation,point of sale
Information created by its employees,agents or customers;as well as,requests by CUSTOMER to makers of
the missing checks to issue duplicates and in the event the makers refuse to do so,then to assert all of its
legal and equitable rights against said makers.CUSTOMER agrees that CARRIER and CARRIERS insurance
company shall not be liable for damages directly or proximately flowing from CUSTOMERS breach of this
provision,Upon payment of a loss pursuant to this Agreement,CARRIER or its insurance company shall be
subrogated to all CUSTOMER'S rights and remedies of recovery therefore.The CUSTOMER shall assign to
the CARRIER,CUSTOMER'S right to receive payment under any check(s)for which CARRIER has
reimbursed CUSTOMER and CUSTOMER shall execute any document necessary or reasonably desirable to
perfect and accomplish such assignment.
(g) Even Exchange Procedures: The parties agthat CUSTOMER shall pmm
ceonInventory oY
Cash which shall h*maintained atCARRIER'S facilities inamounts b denomination to fulfill the change
requirements asset forth hereunder. CARRIER shall deliver CUSTOMER change orders,subject to the
terms herein and in the Agreement,to CUSTOMER store locations and CUSTOMER store locations shall
contemporaneously provide CARRIER'S messenger with a currency deposit, in the Sealed,tamper-resistant
bag provided by CARRIER,|oanaggregate amount equaloothe face amount ofthe change order.
CARRIER shall have ooobligation uzprovide CUSTOMER with achange rd | CUSTOMER strictly
complies with the foregoing currency exchange obligations.CARRIER agrees to reimburse CUSTOMER on a
weekly basis for any amount in the currency deposit that is in excess of the amount of the change order
delivered to the CUSTOMER's store.CUSTOMER agrees to reimburse CARRIER on a weekly basis for any
amount that is less than the amount of the change order delivered to the CUSTOMER's store. Absent
evidence of CARRIER tampering,CUSTOMER will be responsible for differences found by CARRIER during
CARRIER'S verification of any CUSTOMER change order currency exchanges.
SECTION No.GENERAL.
V4 Payment LQr Services:CUSTOMER agrees to pay CARRIER for the Services,the sum set forth
GARDA
000
erroneous billings that are more than ninety(90)days old as of the date the credit is requested.The prices
quoted on Schedule A do not include state sates and transportation related taxes,local sates and
transportation-related taxes or federal sales and transportation related taxes,
(b) Cost Increases:CARRIER reserves the right to adjust the fees for Services set forth hereunder
on Schedule A at any time after the second year of the Agreement upon thirty(30)days advance written
notice.CARRIER shall have the right to charge a surcharge for fuel or insurance cost increases,as applicable
upon thirty(30)days initial advance notice.
(c) Integration.etc.:This Agreement shall become effective only when approved and signed by
authorized representatives of the parties hereto, This Agreement,including all attachments,schedules and
exhibits constitutes the entire agreement and understanding between the parties related to the subject matter
hereof,and no representations,inducements,promises or agreements not embodied herein shall be of any
force and effect This Agreement shall be binding in accordance with its terms upon the parties hereto and
their respective transferees,assigns and successors in interest;provided, however,this Agreement maybe
assigned by CARRIER to any parent,subsidiary,or affiliated corporation which it may hereafter acquire or with
which it may be merged or consolidated,or to any corporation acquiring the business and assets of CARRIER,
but this Agreement shall not be otherwise assigned by either party hereto without the prior express written
consent of the other party,which consent shall not be unreasonably withheld. This Agreement may be
altered,amended,or superseded solely by means of a writing signed by the parties hereto. The headings
hereof are for convenience only and have no bearing on the interpretation of the terms of the Agreement.
(d) Jurisdiction. The parties agree that the terms of this Agreement shalt be governed by and
construed in accordance with the laws of the State of California.
(a) Change in Conditions.CARRIER may increase the charges set forth in Schedule A upon
written notice to CUSTOMER in the event of a change in economic conditions beyond CARRIER's reasonable
control that increases the operating costs incurred by CARRIER.
(f) Termination for Breach. Either party may terminate this Agreement in the event of a material
breach of this Agreement as follows: The non-breaching party shall give the breaching party a written notice
specifying the alleged breach and thirty(30)days to cure the breach. If the breach in not cured within said
time,the non breaching party may terminate the contract effect the next day by giving a written notice of
termination.
(g) Confidentiality. The parties as part of the performances hereunder, during the Term of this
Agreement,will have access to and become acquainted with various trade secrets including,without limitation,
processes, programs, systems, software, compilations of information, records, specifications, financial
information,marketing plans and customer lists which are owned by a party and which are regularly used in
the operation of the business of a party("Confidential Information")and data belong to clients of CUSTOMER,
including non-public consumer information. Neither party shall disclose any of the aforesaid Confidential
Information,directly or indirectly, or use them in any way either during the Term of this Agreement or at any
time thereafter, except as required in the course of its Services under this Agreement. All Confidential
Information shall remain the exclusive property of the disclosing party or its customers and clients and shall
not used or reproduced except in the sole interest of the disclosing party and with its prior consent and shall
be immediately returned or destroyed upon request of the disclosing party or at the termination of Services
hereunder.
IN WITNESS WHEREOF,the parties hereto intending to be bound have caused this Agreement to be
executed,
a f the date first written above, by their duly authorized representatives.
Carrier
'r Customer
Garda OL Inc
City of Redlands ATTEST
By: By:
(signature)
(Signature) Sam TY" i TV
.......... David,Rugani --,K—. , I Citv Cler-k
(Printed Name) (Printed Name)
Tide: Controller
Title:
MDANIr Page 5 of 7 contract:120-200260
GARDA
000
Schedule A
1 ctaiicusorat
i0Customer Account:City of Redlands i Contract:120-2002.-60
Garda CL West,Inc.("CARRIER")and City of Redlands("CUSTOMER")agree that effective June 29,2012,
this Schedule A amends and is incorporated into the Armored Car Service Agreement between the parties
(the"Agreement")dated as of July 2,2012(the"Contract Date")by adding or amending the following
Customer rates,schedules,lists,liabilities,days,Term and/or terms.
(I) Term
The Agreement shall be in full force and effect from July 2,2012 until July 3,2014.
City of Redlands has the option to renew for three(3)one year consecutive terms upon both parties
approval 30 days prior to the end of the Current Contract.
(u) Holidays
CUSTOMER acknowledges that CARRIER observes the following Holidays for which a Holiday Service
rate as set forth in Section iII below shall apply.
(1)New Years Day (8)independence Day (10)Thanksgiving Day
(2)Martin Luther King Day (7)Labor Day (11)Christmas Day
(3)Presidents Day (8)Cclumbus Day (12)Family Day(NV Only)
(4)Easter (9)Veteran's Day (13)Admission Day(NV Only)
(5)Memorial Day (14)Pioneer Day(UT Only)
It is understood and agreed that when a Holiday falls on a Sunday the fallowing Monday shall
constitute the Holiday;when a Holiday falls on a Saturday the preceding Friday,that Saturday,or the
following Monday shall constitute the Holiday.
(III Service Location(s)and Service Details)
:status **Epi a *'Service Location !"*Address City State '"Product **Monthly Item Liability
Price Allowance limit
Active 7(212012 City of Redlands- 35 Cajon St. I Redlands CA Armored $238.00 5
Transportation $50,000.00
Flagged for GARDA CL Internal purposes only,)
The following rate schedule applies to the service locations listed above:
i*'Product
Armored Transportation
Description I Price($) Unit of Measure
i.. Input.,Maximum Shipment Liability($) 50000 Dollar
OFF DAY IN-ROUTE$ 35 Trip
I EXCESS LIABILITY($000'x)$ 0.1 per$'000's
EXCESS ITEMS$ 0.55 Unit
EXCESS PREMISE TIME 1.75 Minute
HOLIDAY SERVICE$ 35 1Trip LL��
{**Flagged for GARDA CL internal purposes only.)
*[N] By placing a°Y"in this box,CUSTOMER agrees and confirms that it captures such information as it
deems necessary to fully Reconstruct all checks in each Shipment. Accordingly,the CUSTOMER,subject to
Section Vll(f)of the Agreement,declines any coverage by and waives any liability against the CARRIER
above the amount set forth in the Maximum Shipment Liability Checks,in exchange for not being assessed
any excess liability charges for checks included in any shipment above the Maximum Shipment Liability
Checks amount. Otherwise,by placing an"N"in this box,the terms of Sections VI(a)&VII(f},will apply and
additional and excess liability charges will be assessed for amounts in excess of the Maximum Shipment
Liability Checks.
MDh.vlr Page 6 of 7 Contract:520-200250
IIAnna
# city state sone�Yyd
�,W:nesaay Ridgy
y - Radlenda N Y N
(` for GARDA CL Intemal purposes only;)
C -eJ Fue jr - argeIndex;nd Methodology
Our fuel wdmw calculation method is based on the 3 week rolling ave
Admin trs t(�:doe.gov).The Department of Energyrage of the U.$, InNational
average the mark used, website Is updated every Tuesday and tonal
Each Month,the 3-week rolling average velli be recalculated and the surcharge will be adjusted up a<down
based on the fbi g matrix
For any 3-week U.&National Average Diesel Fuel price over$5.00 add an additional 1%for every$0.25 per
gallon Increase.
Pt r Gallon I Ssu:S:w
LUQ
Betow-$3.50 0%
$3.501-$3.75 1%
$3.751-U.00 2%
$4.001-$4.25 3%
$4:251-$4.50 4%
$4.501-$4.75 Selo
$4.751-$5,00` 6%
1
Crrler Customer
Garda CL W City of Redlands
By:
( } (Signawre)
— -
David R&ani r L
(Pdnted Name) (Printed Name)
Title:__ Iter Title. `. (—vrc C, cs
A tte,%t
Sam Irwin City Clerk
Page 7 of 7 Conhaa-120-2=W