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Home My WebLink About12-135 Resolution No. 12-135 RESOLUTION AUTHORIZING EXECUTION OF A COMPUSAFE SERVICE AGREEMENT WITH BRINK'S U.S., A DIVISION OF BRINK'S, INCORPORATED FOR COMPUSAFE SERVICES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Sean R. Stegall, City Manager be and is hereby authorized and directed to execute a CompuSafe Service Agreement on behalf of the City of Elgin with Brink's U.S., a Division of Brink's, Incorporated for CompuSafe services, a copy of which is attached hereto and made a part hereof by reference. s/ David J. Kaptain David J. Kaptain, Mayor Presented: August 22, 2012 Adopted: August 22, 2012 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk di ► • EP1; TTMAYOR & MEMBERSOF CITY C:OU; E LG I N THE CITY IN THE SUBURBS- AGENDA ITEM: G MEETING DATE: July 25, 2012 ITEM: Remote Currency Manager and CompuSafe Service Agreements with Fifth Third Bank and Brinks Incorporated ($30,000 annual operational cost) OBJECTIVE: Undertake initiatives to safeguard daily deposits at city facilities and realize immediate bank credit of collected funds. RECOMMENDATION: Approve the Fifth Third remote currency manager and Brinks CompuSafe service agreements to better safeguard collected funds, reduce daily deposit processing time and lower related bank- ing fees. • BACKGROUND For the past seventeen years, various city departments have been utilizing armored car trans- portation services to carry collected cash and checks to the bank for deposit. Advantages relat- ed to risk management, employee productivity and internal control are realized ay Engaging this service. In terms of managing risk, removing excess cash from the premises limits exposure to external and internal theft. Also, the risk of transporting cash without the benefit of security is eliminated. This particular risk not only threatens the funds themselves but the safety of staff as well. Transporting the days' deposits to the bank requires a time commitment of multiple staff. Removing this burden allows staff to focus on the more essential aspects of their job thereby increasing productivity. One of the most important steps that can be taken to protect cash is to separate cash handling duties amongst different people. With proper separation of duties, no single person has control over the entire cash process. The key to effective cash control while separating duties is to min- imize the number of people who actually handle cash before it is deposited. Outsourcing carry- ing services removes an employee from the cash handling process and transfers the risk and liability associated with cash transportation to an outside service provider. • 1 OPERATIONAL ANALYSIS • Currently, the city has a contract with Brinks Incorporated (Brinks) to transport cash and checks to Fifth Third Bank's main cash vault located in Chicago, Illinois. The frequency of these services is dependent on the collection point (facility) and time of year. Brinks transports the daily de- posit for City Hall and the Centre of Elgin five days a week, 5:2 weeks a year. From May through October deposits for Bowes Creek and the Highlands golf courses are retrieved seven days per week and for the remainder of the year twice per week. The Wing Park and Lord's Park facilities are provided deposit transport service seven days a week when in operation. The finance department has recently completed a review of the city's cash handling process and identified an opportunity to improve cash flow and strengthen internal controls. These en- hancements can be achieved by employing Fifth Third Bank's Remote Currency Management (RCM) strategy. This approach requires that the city implement remote payment processing technology in conjunction with compatible hardware provided by a bank-approved armored courier. The city's current courier service provider has been approved by, and previously worked with, Fifth Third Bank to supply the compatible smart safes needed to establish a RCM system. The cash handling process will now require that the collected cash deposits be fed into the smart safe's note reader. The note reader verifies the currency while tracking the deposit by employee. The daily deposit totals are accumulated and this information is automatically re- • layed to Fifth Third Bank, where the city's account is given a provisional credit for funds. This process eliminates the need to complete a deposit slip and the need to have a second employ- ee recount and verify the totals. The armored courier reconciles the deposit information upon pickup. The smart safes that the city leases will require a maximum of two transports per week. The cash handling process will also require that the city deposit checks electronically. This can be accomplished with Fifth Third Bank's remote capture solution for processing checks. This system utilizes a city computer and a scanner to process checks electronically and transmit de- posit files to Fifth Third Bank. The city's account is given immediate credit for deposited funds. Depositing checks electronically reduces bank processing fees and has the potential to lower the number of checks returned for non-sufficient funds. Fifth Third Bank completed a cost analysis to determine which of the city's facilities would ben- efit monetarily from implementing the RCM system. The analysis was based on deposit activity, cost of providing an adequate size smart safe, estimated reduction in transport fees and expect- ing savings in bank processing fees. Based on this analysis, the Centre, Bowes Creek and the Highlands would realize cost savings as well as increase control over deposits. City Hall would incur an increase in monthly fees due to the need to lease the largest smart safe available. However, this cost analysis does not factor in the earnings credit benefit that will be derived from receiving immediate credit for city deposits. This will reduce the overall net cost. Further, the size of the city hall safe may allow for a once a week pick up which would reduce the monthly cost. • 2 • INTERESTED PERSONS CONTACTED Fifth Third Bank and Brinks Incorporated. FINANCIAL ANALYSIS Implementing this comprehensive currency management solution will maximize the city's cash flow, boost control over cash handling and promote operational efficiency. Overall, the city is expected to experience a fee reduction of $300 per month. The city will incur installation, acti- vation and shipping costs for the four smart safes of approximately $3,000. The city will be re- ceiving one scanner free of charge from Fifth Third Bank but needs to purchase a second for a cost of $1,000. Therefore, the city will need to upfront a total of $4,000 to transition four loca- tions to RCM. BUDGET IMPACT FUND(S) ACCOUNT(S) I PROJECT#(S) AMOUNT AMOUNT BUDGETED AVAILABLE General 010-6902-71945.99 I N/A $36,000 $25,500 • LEGAL IMPACT None. ALTERNATIVES Maintain the same process for depositing and transporting the city's collected funds. NEXT STEPS 1. Sign the Fifth Third Bank and Brinks Incorporated service agreements. 2. Install the remote safes at each location. 3. Install check scanner. • 3 J • Originator: Colleen Lavery, Chief Financial Officer Final Review: William A. Cogley, Corporation Counsel/Chief Development Officer Richard G. Kozal, Assistant City Manager/Chief Operating Officer Sean R. Stegall, City Manager ATTACHMENTS A. Remote Currency Management Summary B. Brinks CompuSafe Agreement C. Fifth Third RCM Agreement • • 4 RCM Summary • City of Elgin Pricing based on July Volumes Location#1 City Hall Avg.Daily Cash $9,369.00 RCM Program Current Process Net Cost/Savings 2 pick-ups/wk 5 pick-ups 1 pick-up/wk Brinks SCXL BNF $693.90 $318.00 $558.90 Fifth Third RCM $197.00 $452.00 $188.00 Total/Month $890.90 $770.00 $120.90 $746.90 Location#2 Avg.Daily Cash $5,145.00 Centre RCM Program Current Process 2 pick-ups/wk 7 pick-ups 1 pick-up/wk Brinks CS 5000 $514.90 $449.00 $408.90 Fifth Third RCM $167.00 $452.00 $142.00 Total/Month $681.90 $901.00 -$219.10 $550.90 Location#3 Avg.Daily Cash $1,621.00 • Highlands RCM Program Current Process Weekly pick-up 7 pick-ups EOW pick-up Brinks Vanguard $359.90 $449.00 $310.90 Fifth Third RCM $99.00 $142.00 $89.00 Total/Month $458.90 $591.00 -$132.10 $399.90 Location#4 Avg.Daily Cash $902.00 Bowes Creek RCM Program Current Process Weekly pick-up 7 pick-ups EOW pick-up Brinks Vanguard $359.90 $449.00 $310.90 Fifth Third RCM $99.00 $80.00 $89.00 Total/Month $458.90 $529.00 -$70.10 $399.90 Total Monthly Savings -$300.40 4110 IIIBRINKS _ . ftti . SERVICE III COMPUSAFE® SERVICE AGREEMENT AGREEMENT NO.7BCITOFELG6-15-2012 This Corn puSafe®Service Customer Agreement is made as of 6-15-2012, (the"Agreement"), by and between BRINK'S U.S., A DIVISION OF BRINK'S, INCORPORATED ("Brink's")with offices located at 919 S.California Avenue, Chicago, IL 60612 and CITY OF ELGIN ("Customer"), with offices located at 150 DEXTER COURT, ELGIN, IL 60120. Brink's agrees to provide Brink's CompuSafe®Services in accordance with the terms and conditions stated herein. 1. DEFINITIONS. (a) "Content Report" means a report provided by the Equipment (as defined below) that sets forth the value of each Shipment handled by Brink's, including the 'said to contain" amounts for the sealed containers, and other Customer Property collected from the Equipment. (b) "Delivery Location" means the location designated by Customer as the place where Brink's is to deliver Shipments. (c) "Documentation" means written materials describing the function and use of the Equipment (as defined below). . (d) "Equipment" means the items of equipment described in Schedule A together with all related software and accessories and the Documentation. (e) "Loss" means any loss of, damage or destruction to Property. (f) "Maximum Liability Amount" means the total liability assumed by Brink's for Loss of a Shipment, as • specified in this Agreement. (g) "Pick Up Location" means the location where the Equipment is installed as shown on Schedule B. (h) "Property' means currency, coin and checks placed in the Equipment. (i) "Shipment" means one or more sealed containers, of Property received by Brink's at the same time at a single Pick Up Location. 2. SERVICES. (a) EQUIPMENT. Brink's or its authorized contractor("Brink's Personnel") shall install the Equipment. (b) PICK UP AND TRANSPORT. At the frequency and in accordance with Schedule B, Brink's shall: go to Pick Up Location(s) for the purpose of picking up Shipments by removing containers from the Equipment; containers and transport the Property in such Shipments to a Brink's facility where currency processing services described herein will be performed. (c) CHANGE ORDER DELIVERY SERVICE. Brink's will provide Customer with currency and coins in denominations as requested by Customer ("Change Order"). Change Orders will be delivered by Brink's on scheduled service days as shown on Schedule B. Change Orders will be provisioned by Customer's bank. (d) PROCESSING. The Equipment is designed to provide a Content Report for currency deposited through the bill acceptor. Customer will only need to declare a value for Property not having a Content Report. Shipments received by Brink's will be processed as follows: the Shipment will be opened; the Property will be removed and verified against the value shown on the Content Report, or, in the absence of such Content Report, the value declared by Customer; and Brink's will report variances to Customer within one (1) business day of the processing day. Customer agrees to • CompuSafe Service Agreement(Rev.2011-0920)—Page 1 of 9 maintain copies of all Content Reports and end Gay reports at the Equipment iccadon fcr a ceric: of not less than ninety(90) days. • (e) DELIVERY. After processing, Brini;s shall deliver processed Shipments to the Delivery Location(s). ADDITIONAL SERVICES. Additional services may be included as part of this Acreement, specified in Schedule A. If Customer has opted to take Brink's Daily Credit service, the terms c` such service are described on Schedule C. If Customer has opted to receive CompuSafe Chech imaging service, the terms of such service are described on Schedule D. (g) CHANGES IN CUSTOMER'S SERVICE REQUIREMENTS. Pick up frequency will be adjusted from time to time as appropriate for the levels of currency being deposited in the Equipment. Tne parties will endeavor to limit pick up frequency changes to no more than twice in a twelve month period. Upon implementation of such change in frequency,fees shall be adjusted in accordance with Brink's then current rates. Additions or deletions of Customer locations, frequency of service changes, and changes in fees will be as incorporated into an amended Schedule B, or as specified on Brink's invoices, letters, or other writings which shall be deemed incorporated by reference into Schedule B. Customer shall be responsible for all expenses associated with the installation, de-installation, shipping and delivery of Equipment necessitated by a change in service pursuant to this section. 3. TERM. The term of this. Agreement (the "Agreement Term") shall commence on the date first stated above ("Agreement Date")and shall continue until all Equipment provided to Customer under this Agreement, as specified on Schedule A, has been returned to Brink's in accordance with the terms of this Agreement. The term of Customer's use of each unit of Equipment (the "Equipment Term") shall commence on the later of the Agreement Date or the date the Equipment is installed. The Equipment Term shall continue for an initial period ending on the first December 31 following six (6) years after the Equipment Term commencement date unless earlier terminated as provided herein. Thereafter, the Equipment Term for each unit of Equipment shall automatically renew for successive one (1) year periods unless either party gives written notice of its intention not to renew no later than ninety(90) days prior to the expiration of the then current Equipment Term. • 4. FEES. (a) Beginning on the date of each Equipment Term, Customer shall commence paying to Brink's the fees for such Pick Up Location as set forth in Schedules A and B (the"Fee"). Customer shall pay all outstanding invoices for services rendered by Brink's prior to the Agreement Date. (b) Brink's may increase Fees effective January 1 of each year of this Agreement by no more than the greater of the percentage increase in the Consumer Price Index ("CPI") (as determined by the U.S. Department of Labor, Bureau of Labor Statistics CPI for All Urban Consumers, U.S. City Average) for the preceding twelve (12) month period or three and a half percent (3.5%), or upon written communication in the event of a change in economic conditions that increases Brink's operating costs. Customer shall also pay the monthly fuel surcharge as described in Schedule A. Brink's will invoice Customer for the Fees and other charges owed for each location. If Customer's obligation to pay any Fee does not commence on the first day of a month, the Fee for such location for such month shall be a pro rata portion of the Fee for such location. (c) Customer shall pay the Fees owed within thirty (30) days of the invoice date. All Fees remaining unpaidfitec.the invoice due date ("Unpaid Obligations') are subject to interest of one and one half perc t (1%2%) er month but in no case above the maximum rate allowed by law. Customer shall also be resp nsible for all expenses incurred by Brink's as the result of any default on the part of Customer, including costs incurred in filing claims and recouping property in Bankruptcy Court, Federal District Court or State Court proceedings, including, without limitation, reasonable attorney's fees. All such expenses shall become part of Customer's Unpaid Obligations due to Brink's. In addition to any and all other remedies, Customer agrees that Brink's shall be permitted to retain as a credit and to offset against such Unpaid Obligations plus interest and collection expenses, on a dollar for dollar basis, any Property which Brink's has in its possession under this Agreement. (d) Except as stated in Schedule C, Customer hereby pledges and assigns to Brink's all Shipments and Property which come into Brink's possession as collateral to secure Customer's obligations to Brink's hereunder and authorizes Brink's to take all actions necessary to protect and perfect its lien • in such collateral, including filing of UCC-1 statements. Comp.,Safe Service Agreement(Rev.2011-0920)—Page 2 of 9 • 5. EQUIPMENT DELIVERY, INSTALLATION, USE AND LOCATION. (a) On the delivery dates mutually agreed by the parties, Brink's shall arrange for the Equipment to be delivered to and installed in the appropriate Customer location(s)set forth in Schedule B. Brink's will • invoice Customer, and Customer shall be solely responsible for promptly paying any expenses, as set forth in Schedule A, associated with the shipping and installation of the Equipment including repeat trips caused by the site not being prepared for installation. (b) Customer shall arrange for, and be solely responsible for all expenses associated with the site preparation for installation of the Equipment. Customer must provide a secure location for Equipment installation, per instructions provided by Brink's. The installation location must ensure that Brink's Personnel have unimpeded access to the Equipment to provide service. (c) The Equipment shall be used and operated by Customer only in the ordinary course of its business in accordance with all applicable Brink's instructions, governmental laws, rules and regulations. Customer shall make the Equipment available to Brink's or its agents for inspection during Customer's normal business hours at any location where the Equipment is used or stored. (d) The Equipment shall not be removed without Brink's priorwritten consent. 6. EQUIPMENT ACCESS. (a) Customer agrees that the Equipment shall be opened by Brink's Personnel. (b) Customer agrees that if Brink's Personnel are unable to cbtain immediate access to the Equipment, Brink's shall, at its sole discretion, either depart from the Customer's location or remain for a reasonable period of time and charge Customer "excess premises charges" at the rate set forth in Schedule A. 7. EQUIPMENT REPAIR. (a) For the one year period following the commencement of the Equipment Term, Brink's shall repair the Equipment at no additional cost to Customer, except that Customer shall pay for repairs arising out of: (i) abuse and/or vandalism of the Equipment whether by employees or agents of Customer or others; (ii) incorrect or insufficient training by Customer of its employees or agents; Oil) utilization of • the Equipment contrary to the Documentation; (iv) note acceptor jams not caused by a malfunction of the Equipment; or (v) events beyond Brink's control such as, without limitation, lightning, earthquake, fire, riot, civil unrest, authority of law, or water damage. Brink's shall undertake such repair within one day of being informed of the need for repair. THE FOREGOING REPAIR OBLIGATION IS GIVEN IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTY AND SUCH OTHER WARRANTIES, INCLUDING ANY OTHER WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS HEREBY EXPRESSLY DISCLAIMED. (b) After the expiration of the one year period following commencement of the Equipment Term, Customer will be responsible for payment of all labor costs for repairs at Brink's prevailing rates unless Customer purchases an Extended Repair Service Plan.Brink's will provide repair parts at Brink's expense unless damage is caused by Customer. 8. UNAUTHORIZED EQUIPMENT ACCESS AND ALTERATLONS. (a) Customer shall not permit any party other than Brink's Personnel to service, repair or maintain the Equipment without Brink's prior written consent. (b) Customer shall not make any alterations, additions or improvements to the Equipment without the prior written consent of Brink's. Customer shall operate the Equipment in compliance with all Documentation. 9. RETURN OF EQUIPMENT. Upon the expiration or earlier termination of any Equipment Term or the Agreement Term, or upon demand by Brink's pursuant to Section 18 or 20, Customer shall permit Brink's to obtain possession of the Equipment. Except as otherwise provided in Section 20, Customer shall pay all costs incurred by Brink's in obtaining possession of the Equipment and in returning the Equipment to the nearest Brink's CompuSafe office. 10. EQUIPMENT TITLE, OWNERSHIP AND LIENS. CompuSafe Service Agreement(Rev.2011-0920)-Page 3 of 9 Customer shall have no right, title o- interest in the Ecuioment except as specifically set form in this. Agreement. CUSTOMER SHALL NOT ASSIGN, LEASE OR TRANSFER ALL OR ANY PART OF THE EQUIPMENT OR CUSTOMER'S RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIO_. • WRITTEN CONSENT OF BRINK'S. If at any time during the Agreement Term Brink's supplies Custome- with labels, plates or other markings evidencing ownership, security o- other interest in the Eauipmer... Customer shall affix and keep the same displayed on the Equipment at all times. Customer shall, at its sole cost and expense, keep the Equipment free and clear of all liens, charges, debts, mortgages, pledges, security interests, claims and any other type of encumbrances, and shall not attempt in any other manner to dispose of the Equipment; and Customer shall defend Brink's title to the Equipment against such claims allowed by Customer. In the event that Customer's landlord claims title to or an interest in any of the Equipment, Customer agrees to take all steps necessary, at its own cost and expense, (including taking appropriate legal action) to obtain the Equipment and return it to Brink's. In addition. Customer shall indemnify, defend, protect and hold Brink's harmless from all claims resulting from its possession or use of the Equipment. If Customer is not successful in obtaining such Equipment and returning it to Brink's, Customer agrees to pay Brink's the "Stipulated Loss Value" as specified in Schedule A for such Equipment. 11. RISK OF LOSS OF EQUIPMENT. (a) Upon delivery of the Equipment to the Customer, Customer shall bear the entire risk of loss, damage, theft, or destruction of the Equipment or any part thereof from any and every cause whatsoever, and no such loss, damage, theft or destruction shall relieve Customer of its obligation to pay the Fees to Brink's or to comply with any other provision hereof. Risk of loss shall return to Brink's only after the Equipment has been returned to Brink's. (b) If the Equipment is lost, stolen, destroyed or irreparably damaged due to any cause, Customer shall promptly notify Brink's in writing of the occurrence and shall immediately pay to Brink's an amount equal to the applicable Stipulated Loss Value of such Equipment. Brink's shall have the right, at its option, to retake •ossession of damaged or destroyed Equipment. Upon payment of the Stipulated Loss Value, Customer may elect, by written notice to Brink's, to either terminate the remainder of the Equipment Term or request replacement Equipment and continue the Equipment Term. Customer shall pay for the shipping and installation of replacement Equipment. • 12. BRINK'S INSURANCE. Brink's will maintain at all times during the term of this Agreement, insurance payable to Brink's in such amounts and against such risks as shall adequately cover the Maximum Liability Amount. Upon Customer's written request, Brink's will provide a certificate of insurance. Customer shall be given thirty (30) days notice in the event such insurance coverage is canceled, not renewed or materially restricted. 13. CUSTOMER INSURANCE: LIABILITY LIMITATION. (a) Customer shall at all times prior to the return of the Equipment to Brink's in accordance with Section 9 carry and maintain, at Customer's sole cost and expense, (i) insurance against loss or damage to the Equipment by fire, theft, explosion, water damage and all other hazards and risks ordinarily insured against by owners or users of such properties in similar businesses and (ii) general comprehensive liability insurance coverage. Such insurance shall be in reasonable amounts and with insurance companies of recognized financial responsibility. Upon written request, Customer shall provide to Brink's evidence of such insurance coverage. Brink's shall be notified within thirty (30) days in the event that such insurance coverage shall be canceled, not renewed or substantially modified. (b) Customer shall not be liable under any circumstance whatsoever for consequential, special incidental, indirect or punitive losses or damages (including lost profits, interest or savings) whether or not caused by the fault or negligence of Customer and whether or not Customer had knowledge that such losses or damages might be incurred. 14. BRINK'S LIABILITY LIMITATIONS AND EXCLUSIONS. (a) Brink's guarantees that the contents of an Equipment's cassette received by Brink's shall match the amount of moneys shown on the Content Report, except to the extent a discrepancy is due to failure of the Equipment or counterfeit currency. While the Equipment is equipped with counterfeit detection software, some counterfeit notes are not detected; therefore, Customer acknowledges and • agrees that any counterfeit notes which are later detected shall be deducted from the total sum of CompuSafe Service Agreement(Rev.2011.0920)—Page 4 of 9 money originally shown on the Content Report. In the event the contents of a cassette in the Equipment shall be in question, Customer shall provide all documentation available to establish the contents of the cassette in the Equipment. In the event that a Content Report is not available, Brink's count shall be binding and conclusive upon both parties. (b) In no case shall Brink's be responsible for Property until the point at which the Equipment is opened by Brink's. Brink's responsibility shall terminate when the Property has been delivered to the Delivery Location. (c) Brink's liability for any of its obligations under this Agreement, including without limitation liability for any Loss, is limited to the lesser of: (i) the Maximum Liability Amount; or (ii) the actual amount lost as evidenced by business records, including the Content Report. Customer shall not conceal or misrepresent any material fact or circumstance concerning the Property delivered to Brink's, and agrees, in the event of Loss, to be bound by its declaration of value. (d) Brink's shall not be liable for non-performance or delays of service caused by strikes, lockouts or other labor disturbances, riots, authority of law, acts of God, fire, flood, tornado, hurricane, earthquake or events beyond Brink's control. (e) 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. In no case shall Brink's be liable for Loss or for non-performance or delays of service (or for any cost, expense or liability related thereto) directly or indirectly caused by or contributed to by or arising from: (I) any chemical, biological, bio-chemical or electromagnetic • weapon; (ii)the use or operation, as a means for inflicting harm, of any computer, computer system, computer software program, malicious code, computer virus or process or any other electronic system; (iii) ionizing radiations from or contamination by radioactivity from any nuclear fuel or from any nuclear waste or from the combustion of nuclear fuel; (iv) the radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or nuclear component thereof; (v) any weapon or device employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or matter; or (vi) the radioactive, toxic, explosive or other hazardous or contaminating properties of any radioactive matter. The exclusion in this subclause (vi) does not extend to radioactive isotopes, other than nuclear fuel, when such isotopes are being prepared, carried, stored or used for commercial, agricultural, medical, scientific or other similar peaceful purposes. The following limitation shall not apply to Property in transit. Brink's shall not be liable for Loss or for nonperformance or delays of service (or for any liability, cost or expense related thereto) directly or indirectly caused by, resulting from or in connection with, any act of terrorism or any action taken in controlling, preventing, suppressing or in any way relating to any act of terrorism. An act of terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organization(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public, in fear. (f) Brink's is not an insurer under this Agreement. Brink's shall not be liable under any circumstance for consequential, special, incidental, indirect or punitive losses or damages (including without limitation lost profits, business interruption, interest or savings) whether or not caused by the fault or negligence of Brink's and whether or not Brink's had knowledge that such losses or damages might be incurred. 15. FILING OF CLAIMS; PROOF OF LOSS. • CompuSafe Service Agreement(Rev.2011-0920)—Page 5 of 9 (a) In the event of any Loss, Customer shall inform Brinks as soon as practicable and give write notice to Brink's within one (1) business day after any Loss or suspected Loss is discovered or • should have been discovered so tnat Brink's can initiate effective investigation of the Loss. In no event will Customer provide notice of the Loss more than sixty (60) days after Brink's collection cf the Property(or delivery of a Change Order). Customer shall promptly verify all Shipment deliveries. Unless notice is given by Customer within the time set forth in this paragraph, any and all claims by Customer for the Loss shall be deemed waived. No action, suit or other proceeding to recover for any such Loss shall be brought against Brink's unless (a)the above notice has been given to Brink's, and (b) such action, suit or proceeding is commenced within twelve (12) months after Brink's collection of the Property. (b) Customer shall maintain a record of all Property placed in the Equipment and shall promptly and diligently assist Brink's in the investigation of any Loss or suspected Loss. Customer agrees to diligently endeavor to mitigate its damages in connection with any Loss. (c) Affirmative written proof of the Loss, subscribed and sworn to by Customer and substantiated by books, records and accounts of Customer, shall be furnished to Brink's prior to payment of a claim. Upon payment of a claim by Brink's, Customer hereby assigns to Brink's all of its right, title and interest in the Property which was the subject of the Loss and all rights of recovery against third parties related to the Loss. Customer will execute any documents necessary to perfect such assignment upon request by Brink's. 16. TAXES. Federal, state and local taxes, as applicable, will be added to the invoices, and are payable to Brink's by Customer. 17. DEFAULT BY BRINK'S. Customer shall be entitled to terminate the Equipment Term for Equipment at a particular location in the event of a material breach by Brink's of this Agreement with respect to that location, provided such breach continues for a period of thirty (30) days after Brink's receipt of written notice from Customer • specifying the nature of such breach. If such breach is corrected within the applicable notice period, then such Equipment Term shall continue in full force and effect. 18. DEFAULT BY CUSTOMER. (a) A material breach by Customer of this Agreement shall be considered an event of default ("Event of Default")with respect to the affected Pick Up Location, provided such breach continues for a period of thirty(30) days after Customer's receipt of written notice from Brink's specifying the nature of such breach. If breach is non-payment for services, however, such a default must be cured within five(5) days of written notice by a cashier's check for all outstanding sums due. (b) Upon the occurrence of any Event of Default, Brink's may exercise any one or more of the following remedies: (i) Require Customer, at Customer's sole cost and expense, to return any and all of the Equipment in accordance with Section 9, or Brink's, at its option, may enter the Pick Up Location, and repossess and remove the Equipment; (ii) Declare immediately due and payable all Fees for services provided under this Agreement, all costs associated with the removal and shipment of the Equipment and the balance of Fees to be paid by Customer during the remaining Equipment Term relating to the affected Pick Up Location, not to exceed twelve(12) months' Fees; (iii) Liquidate all collateral to satisfy Customer's outstanding obligations; (iv) Except as stated in Schedule C, exercise an offset against all Property, Shipments and other property of Customer in Brink's possession to satisfy Customer's outstanding obligations; (v) Upon written notice to Customer, terminate this Agreement or the Services to the Pick Up Locations associated with the breach or default. No failure or delay on the part of Brink's to exercise any right or remedy hereunder shall operate as a S waiver thereof. No express or implied waiver by Brink's of any default shall constitute a waiver of any other default by Customer or a waiver of any of Brink's rights. CompuSafe Servioe Agreement(Rev.2011-0920)—Page 6 of 9 19. EARLY TERMINATION BY CUSTOMER. (a) If Customer terminates an Equipment Term prior to its expiration, Customer shall pay Brink's the • balance of Fees to be paid by Customer during the remaining Equipment Term relating to the applicable Pick Up Location, not to exceed twelve (12) months' Fees, as well as all expenses associated with the removal and return of the Equipment to the nearest Brink's CompuSafe storage facility, .Said termination fees provided in this section shall be in addition to all Fees due to Brink's for services already provided. Notwithstanding the foregoing, upon thirty (30) days prior written notice: (i) In the event a location is closed, Customer shall, with Brink's written consent, have the right to relocate the unit of Equipment to a different Customer location within the Brink's service area, and Customer shall pay the cost of removal, transportation and re-installation of the Equipment; or (ii) If Customer sells its business at a location where ary Equipment is present to a third party, and said purchaser enters into a CompuSafe®Agreement with Brink's for the Equipment within such notice period, then Customer may terminate the Equipment Term with respect to such Equipment. In such event, Customer shall have no further obligation under this Agreement with respect to such Equipment, other than payment for services already provided. (b) Upon the occurrence of any event of termination relating to a specific Pick-Up Location pursuant to this section, this Agreement shall remain in full force and effect to cover the remaining Pick Up Locations. 20. EARLY TERMINATION BY BRINK'S. Notwithstanding the Agreement Term set forth in Section 3, (i) if Brink's is required by any court of law or governmental agency to cease operating or to recall the Equipment or (ii) if any other party is deemed to have rights in the Equipment other than Brink's and Customer, then Brink's shall have the right to terminate this Agreement without any penalty, provided Brink's has given Customer-thirty (30) days prior written notice of its decision to terminate and Brink's arranges, at its sole cost and expense, for the pick up and return of the Equipment. Such costs and expenses are limited solely to the removal of the Equipment from Customer's premises and its transportation to Brink's facility and will in no case cover the cost of returning Customer's premises to its • original state(except for damages caused by Brink's negligence in performing such removal). 21. CHANGES TO U.S. CURRENCY. In the event that the Unites' States government issues a new currency design or undergoes any change which requires modification of the Equipment, Brink's agrees to modify the Equipment and Customer agrees to pay the cost related to such modifications as specified in Schedule A. 22. SUCCESSORS. All of the covenants, conditions and obligations contained herein shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. 23. CONFIDENTIALITY. (a) Brink's and Customer may have access to certain information identified by the other party as confidential in connection with performing their duties and obligations under this Agreement ("Confidential Information"). Brink's and Customer (when the "receiving party") agree to treat such information as confidential and shall not use or disclose Confidential Information other than in the performance of this Agreement. "Confidential Information" includes but is not limited to information relating to each party's (i) internal business procedures and information which relate to the methods and practices used by such party to conduct its business and which are not otherwise publicly available, and (ii) copyrights, trade secrets and patents. Confidential Information shall not include information which (i) is in the public domain at the time of disclosure or later enters the public domain through no fault of the receiving party, (ii) is received by the receiving party from a third party independent of the disclosing party without restriction, (iii) is presently known to the receiving party or is acquired or developed by the receiving party independent of the disclosures made by the disclosing party pursuant to this Agreement, (iv) is required to be disclosed by law, judicial or administrative process or by governmental authority or(v) is disclosed with the written consent of the disclosing party. (b) Customer shall not, nor shall Customer assist any third party in any attempt to, duplicate or reverse engineer any of the design or processes embodied in the Equipment. • CornpuSafe Service Agreement(Rev.2011-0920)-Page 7 of 9 24. PUBLICITY RELEASE. The parties agree that neither party shall have the right to make public announcements regarding this Agreement without the written consent of the other party. Neither party • shall use the other party's trade name, likeness, trademarks or logo, without the other party's prior written consent. 25. MISCELLANEOUS. (a) Unless otherwise specified in Schedule B, (i) all services under this Agreement will be performed during regular business hours, (ii)the armored transportation services shall be performed at the time Brink's regular route is in the immediate area of the Pick-Up Location and Delivery Location and (iii) no service shall be performed on Sundays or holidays observed by Brink's. If Brink's agrees to provide services outside of regularly scheduled routes, additional charges will apply. In the event of inclement weather or some other irregularity, performance shall be as mutually agreed upon. (b) Any 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 this Agreement. (c) Customer agrees that none of the provisions of the Carmack Amendment apply to any obligation of Brink's under this Agreement, and that this Agreement governs the rights and responsibilities of Customer and Brink's. Customer agrees to look only to the provisions of this Agreement for any claim against Brink's relating to Customer's Property. (d) All notices under this Agreement, shall be in writing and shall be deemed given to the other party immediately upon: personal or messenger delivery; receipt date of facsimile transmission; or receipt date of overnight courier service; or receipt date of registered or certified mail. Notice shall be sent to the party at the address shown on the front of this Agreement or to such other address as either party may specify by notice. Notice to Brink's shall also be sent to: Legal Dept., Brink's U.S., 555 Dividend Dr., Coppell, TX 75019. (e) The illegality or invalidity of any provision of this Agreement shall not affect or invalidate the • remainder of the Agreement. (f) CUSTOMER AND BRINK'S HEREBY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION IN CONNECTION WITH THIS AGREEMENT. This provision is a material inducement for the parties to enter into this Agreement. (g) This Agreement may be altered, amended or superseded only in writing signed by the parties. This Agreement, including its Schedules, constitutes the entire agreement and understanding between Customer and Brink's with respect to the subject matter hereof and supersedes any and all prior agreement or understanding between the parties. The sole and exclusive remedies for any breach of the terms and provisions of this Agreement or any claim or cause of action otherwise arising out of or related to this 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 Agreement), and neither the parties hereto, nor other person or entity will have any other entitlement, remedy or recourse, at law or in equity, whether in contract, tort or otherwise, it being agreed that all of such other remedies, entitlements and recourse are hereby expressly waived and released by the parties hereto to the fullest extent permitted by law. (h) Customer's performance of its obligations hereunder shall not be excused or relieved by any claims of Customer to a right(s)of abatement, deduction, setoff or recoupment against Brink's. (i) The provisions of this Agreement, which by their sense and context are meant to survive expiration of this Agreement, shall so survive. ,(,j, This Agreement and the rights and relationships of the parties, and all claims or causes of action (whether in contract or tort) that may be based on, arise out of or relate to this Agreement. shale governed in all respects by, and construed in accordance with, the laws of the State 4175713Ware, without regard to the conflicts of laws and principles thereof. • CompuSafe Service Agreement(Rev.2011-0920)—Page 8 of 9 • ("Customer") BRINK'S U.S., A DIVISION OF BRINK'S, CITY OF ELGIN INCORPORATED By: By: 1111 (Customer Signature) Authorized Repres entative Print name: Print name: Title: Title: • • CompuSafe Service Agreement(Rev.2011-0920)—Page 9 of 9 IIIBRINKS comm • SERVICE SCHEDULE A-1 COMPENSATION This is Schedule A-1 to the Agreement between Brink's and CITY OF ELGIN ("Customer") dated 6-15-2012. Agreement No.JBCITOFELG6-15-2012 Capitalized terms not otherwise defined herein shall have the meaning stated in the Agreement. 1. COMPUSAFE SERVICES (a) Service Charges The charges for CompuSafe Service will vary based upon four factors: 1.)CompuSafe model installed;2.)geographic market of the Pick Up Location;3.)frequency of armored pickups per week;and 4.)options selected. CompuSafe Model(choose one): Galileo 2-Door SCXL w/BNF =Pickup Standard'Gities-` `YorlcM`etro, Frequency L ITA-r geles;Metro 1-day $ $ 2-day $693.90 $ 3-day $ $ 4-day $ $ 5-day $ $ 6-day S $ 7-day S $ • Every Other Week I $ , $ (b) CompuSafe Hardware Accessories Additional hardware accessories may be bundled with certain base level CompuSafe hardware. Select all that apply: E Tube Vend (CompuSafe Sentinel Only)-$65.00 per unit per month ❑ Low Capacity Note Dispenser(CompuSafe Sentinel Only)-$200.00 per unit per month ❑ High Capacity Three Cassette Note Dispenser (CompuSafe Sentinel Only)-$230.00 per unit per month ❑ High Capacity Four Cassette Note Dispenser (CompuSafe Sentinel Only)-$270.00 per unit per month By checking any above box Brink's and Customer hereby agree to add the indicated hardware accessory to the Customer locations identified on the attached Schedule B for the Equipment Term. The accessory equipment may only be utilized in conjunction with a CompuSafe and as set forth in the instructions. (c) Site Service Desionation For those sites contained in Schedule B that are designated as either Rural or Extended service points the following monthly fees shall be added to those fees identified in Section 1 (a)above. DRural Service - Frequency -= Locations Locatditeignt I—. ions 1-day $50.00 $95.00 2-day $100.00 $190.00 I 3-day $150.00 $285.00 4-day $200.00 $380.00 • 5-day $250.00 $475.00 CompuSafe Schedule A(Rev 2011-1201)-Page 1 of 4 6-day $300.00 $570.00 7-day $350.00 $665.00 Every Other Week $25.00 $47.50 (d) Equipment Installation and Shipping Charges 111 The following rates cover the charges for non-expedited shipping and installation of CompuSafe. Installation and activation based on manufacturer/model: El Installation and shipping paid up-front Installation Only: All CSS Models(Vanguard and Galileo) $290.00/unit plus shipping as indicated below Activation Only: All CSS Models(Vanguard and Galileo) $150.00/unit plus shipping as indicated below Installation and Activation: Tidel Sentinel $395.00/unit plus shipping as indicated below Tidel Sentinel(with optional Module) $495.00/unit plus shipping as indicated below De-installation: $350.00 /unit plus shipping as indicated below Shipping based on manufacturer/model: All CSS Models(Vanguard and Galileo) $180.00/unit All Tidel Units $395.00 I unit ❑ Installation and shipping paid monthly $ /month 2. SERVICE OPTIONS The following rates are applied on a per unit basis. Check selected options: ® Ethernet Safe Connectivity (utilizing Customer Network) $2.95/month ❑ Analog Modem (phone line) $14.95/month ❑ Wireless(Cellular)Safe Connectivity $44.95/month • ❑ Device Dashboard $14.95/month ® Web Based Reporting(ilnfo) $7.95/month ® Daily Credit(terms in Schedule C) $19.95/month ❑ Check Imaging(terms in Schedule D) $X.X/month ❑ Manual Drop Package(up to 10 drops/month;terms in Schedule E) $14.95/month ❑ Enhanced Content Guarantee(terms in Schedule F) $14.95/month ❑ Premium Repair Plan- $54.95/month One year period in Section 7 of the Agreement extended to life of Agreement. 3. SERVICE BUNDLES Check selected options. ® (a) Remote Management Bundle $9.95/month Includes: Ethernet(standard)and Remote Management • (b) Daily Credit Bundle $21.95/month Includes: Ethernet(standard),Web Based Reporting, Remote Management Bundle and Daily Credit ® (c) Enhanced Service Bundle $63.951 month Includes: Manual Drop Package, Enhanced Content Guarantee and premium Repair Plan 4. ANCILLARY CHARGES (a) Excess Premises Time(in excess of 6 min) $3.00/minute (b) Service Call $180.00/call (c) Excess Manual Drop(must purchase Envelope Drop Package) $2.00/drop (d) Currency(Bill Validator)Update-On Site $120.00/safe (e) Currency(Bill Validator)Update-Remote $20.00/safe (f) Holiday Service $75.00/holiday • Com pu Safe Schedule A(Rev 2011-1201)-Page 2 of 4 Holidays: New Year's Day; MLK Day; Presidents Day;Memorial Day; Independence Day; Labor Day;Columbus Day Veterans Day. No service is provided on Thanksgiving Day and Christmas Day. • (g) Additional Customer Requested(unscheduled)Stop $100.00/stop (h) Additional(In-Person)Training(one day minimum) $995.00/day (i) Rural Stop Premium(monthly fee;per service day) $50.00/location (j) Over the Road Stop Premium(monthly fee; per service day) $95.00 I location (k) Daily Credit Bank Change Fee $1501 change (I) Parts(customer caused damage) List/part 5. BRINK'S MAXIMUM LIABILITY Brink's maximum liability(Maximum Liability Amount)for Loss of Customer's Property is $75,000 per Shipment. 6. STIPULATED LOSS VALUE The Stipulated Loss Value is the specific Equipment rate listed below,declining by 1/60`x'each month until$2,000.00 is reached,at which point the value remains constant. CompuSafe Vanguard Unit: $4,500.00 CompuSafe 5000 Unit: $7,800.00 CompuSafe Galileo two-door. $8,400.00 CompuSafe Galileo three-door. $8,800.00 CompuSafe Sentinel: $8,400.00 CompuSafe 4000 Unit: $18,500.00 Tube Vend: $2,500.00 Low Capacity Note Dispenser. $6,200.00 Three Cassette High Capacity Note Dispenser. $7,200.00 Four Cassette High Capacity Note Dispenser. $8,400.00 7. FUELS ADJUSTMENTS • A fuel adjustment will be determined on a quarterly basis according to the chart and formula below. The formula to determine the fuel surcharge is: Price of service per Pick Up Location per month x fuel surcharge%x 3 months x total number of Pick Up Locations serviced during previous quarter=Total fuel surcharge to be paid per quarter Minimum Maximum Surcharge $0.01 $2.50 5.25% $2.51 $2.55 5.38% $2.56 $2.60 5.50% $2.61 $2.65 5.63% $2.66 $2.70 5.75% $2.71 $2.75 5.88% $2.76 $2.80 6.00% $2.81 $2.85 6.13% $2.86 $2.90 6.25% $2.91 $2.95 6.38% $2.96 $3.00 6.50% $3.01 $3.05 16.63% $3.06 I $3.10 16.75% $3.11 I $3.15 16.88% $3.16 I $3.20 I 7.00% $3.21 $3.25 17.13% $3.26 $3.30 7.25% $3.31 $3.35 7.38% $3.36 $3.40 7.50% $3.41 $3.45 7.63% $3.46 $3.50 7.75% $3.51 $3.55 7.88% $3.56 $3.60 8.00% $3.61 $3.65 8.13% CompuSafe Schedule A(Rev 2011-1201)-Page 3 of 4 $3.66 $3.70 8.25% $3.71 $3.75 8.38% $3.76 $3.80 8.50% $3.81 $3.85 8.63% $3.86 $3.90 8.75% • $3.96 $4.00 9.00% Note: Every additional $0.05 increase in fuel price will result in an additional 0.125% in surcharge. Specific terms and conditions apply. National US Average Highway Diesel Fuel Prices will be those reported as US National Average on the US Energy Information Administration website:eia.doe.gov. "Customer" BRINK'S U.S.,A DIVISION OF BRINK'S,INCORPORATED CITY OF ELGIN By: By: (Customer Signature) Authorized Representative Print name: Print name: Title: Title: • • CompuSafe Schedule A(Rev 2011-1201)—Page 4 of 4 IIIIlll 3RRIINKS Cell SER _ • • VICE SCHEDULE A-2 COMPENSATION This is Schedule A-2 to the Agreement between Brink's and CITY OF ELGIN ("Customer")dated 6-15-2012. Agreement No. JBCITOFELG6-15-2012 Capitalized terms not otherwise defined herein shall have the meaning stated in the Agreement. 1. COMPUSAFE SERVICES (a) Service Charges The charges for CompuSafe Service will vary based upon four factors: 1.)CompuSafe model installed;2.)geographic market of the Pick Up Location;3.)frequency of armored pickups per week;and 4.)options selected. CompuSafe Model(choose one): CompuSafe 5000 Pic up StandarCit�es NewYorkfMetro, Frequency 7-'� _- Los_AngelesMet[o 1-day $ I $ 2-day $514.90 I $ 3-day $ $ 4-day $ $ 5-day $ $ 6-day $ $ 7-day $ $ • Every Other Week i $ $ (b) CompuSafe Hardware Accessories Additional hardware accessories may be bundled with certain base level CompuSafe hardware. Select all that apply: ❑ Tube Vend(CompuSafe Sentinel Only) -$65.00 per unit per month O Low Capacity Note Dispenser(CompuSafe Sentinel Only)-$200.00 per unit per month ❑ High Capacity Three Cassette Note Dispenser (CompuSafe Sentinel Only)-S230.00 per unit per month ❑ High Capacity Four Cassette Note Dispenser (CompuSafe Sentinel Only)-S270.00 per unit per month • By checking any above box Brink's and Customer hereby agree to add the indicated hardware accessory to the Customer locations identified on the attached Schedule B for the Equipment Term. The accessory equipment may only be utilized in conjunction with a CompuSafe and as set forth in the instructions. (c) Site Service Designation For those sites contained in Schedule B that are designated as either Rural or Extended service points the following monthly fees shall be added to those fees identified in Section 1 (a)above. =PIR alService �Ezded Frequency _—_s�Servlce Locations _ _ -Locations 1-day $50.00 I $95.00 2-day $100.00 I $190.00 3-day $150.00 I $285.00 4-day $200.00 I $380.00 • 5-day $250.00 I $475.00 CompuSafe Schedule A(Rev 2011-1201)—Page 1 of 4 6-day $300.00 $570.00 7-day $350.00 $665.00 Every Other Week $25.00 $47.50 (d) Equipment Installation and Shipping Charges • The following rates cover the charges for non-expedited shipping and installation of CompuSafe. Installation and activation based on manufacturer/model: 0 Installation and shipping paid up-front Installation Only: All CSS Models(Vanguard and Galileo) $290.00/unit plus shipping as indicated below Activation Only: All CSS Models(Vanguard and Galileo) $150.00!unit plus shipping as indicated below Installation and Activation: Tidel Sentinel $395.00/unit plus shipping as indicated below Tidel Sentinel(with optional Module) $495.00/unit plus shipping as indicated below De-installation: $350.001 unit plus shipping as indicated below Shipping based on manufacturer/model: All CSS Models(Vanguard and Galileo) $180.00/unit All Tidel Units $395.00/unit ❑ Installation and shipping paid monthly $ /month 2. SERVICE OPTIONS The following rates are applied on a per unit basis. Check selected options: ® Ethernet Safe Connectivity (utilizing Customer Network) $2.95/month O Analog Modern (phone line) $14.95/month ❑ Wireless(Cellular)Safe Connectivity $44.95/month • O Device Dashboard $14.95/month ® Web Based Reporting(ilnfo) $7.95/month Z Daily Credit(terms in Schedule C) $19.95/month ❑ Check Imaging(terms in Schedule D) $X.X/month ❑ Manual Drop Package(up to 10 drops/month;terms In Schedule E) $14.95/month ❑ Enhanced Content Guarantee(terms in Schedule F) $14.95/month E Premium Repair Plan- $54.95/month One year period in Section 7 of the Agreement extended to life of Agreement. 3. SERVICE BUNDLES Check selected options. Z (a) Remote Management Bundle $9.95!month Includes: Ethernet(standard)and Remote Management ® (b) Daily Credit Bundle $21.95/month Includes: Ethernet(standard),Web Based Reporting, Remote Management Bundle and Daily Credit • (c) Enhanced Service Bundle $63.95/month Includes: Manual Drop Package, Enhanced Content Guarantee and Premium Repair Plan 4. ANCILLARY CHARGES (a) Excess Premises Time(in excess of 6 min) $3.00/minute (b) Service Call $180.00/call (c) Excess Manual Drop(must purchase Envelope Drop Package) $2.00/drop (d) Currency(Bill Validator)Update-On Site $120.001 safe (e) Currency(Bill Validator)Update-Remote $20.00/safe (f) Holiday Service $75.00/holiday • CompuSafe Schedule A(Rev 2011-1201)-Page 2 of 4 Holidays: New Years Day; MLK Day; Presidents Day; Memorial Day; Independence Day; Labor Day;Columbus Day Veterans Day. No service is provided on Thanksgiving Day and Christmas Day. • (g) Additional Customer Requested(unscheduled)Stop $100.00/stop (h) Additional(In-Person)Training(one day minimum) $995.00/day (i) Rural Stop Premium(monthly fee;per service day) $50.00/location Q) Over the Road Stop Premium(monthly fee;per service day) $95.00/location (k) Daily Credit Bank Change Fee $150 I change (I) Parts(customer caused damage) List/part 5. BRINK'S MAXIMUM LIABILITY Brink's maximum liability(Maximum Liability Amount)for Loss of Customer's Property is $75.000 per Shipment. 6. STIPULATED LOSS VALUE The Stipulated Loss Value is the specific Equipment rate listed below, declining by 1160th each month until$2,000.00 is reached,at which point the value remains constant. CompuSafe Vanguard Unit: $4,500.00 CompuSafe 5000 Unit: $7,800.00 CompuSafe Galileo two-door. $8,400.00 CompuSafe Galileo three-door. $8,800.00 CompuSafe Sentinel: $8,400.00 CompuSafe 4000 Unit: $18,500.00 Tube Vend: $2,500.00 Low Capacity Note Dispenser. $6,200.00 Three Cassette High Capacity Note Dispenser. $7,200.00 Four Cassette High Capacity Note Dispenser: $8,400.00 7. FUELS ADJUSTMENTS • A fuel adjustment will be determined on a quarterly basis according to the chart and formula below. The formula to determine the fuel surcharge is: Price of service per Pick Up Location per month x fuel surcharge%x 3 months x total number of Pick Up Locations serviced during previous quarter=Total fuel surcharge to be paid per quarter Minimum Maximum Surcharge $0.01 $2.50 5.25% $2.51 I $2.55 5.38% $2.56 I $2.60 5.50% $2.61 $2.65 5.63% $2.66 I $2.70 5.75% $2.71 $2.75 5.88% $2.76 $2.80 6.00% $2.81 $2.85 6.13% $2.86 $2.90 6.25% $2.91 $2.95 6.38% $2.96 $3.00 6.50% $3.01 $3.05 6.63% $3.06 $3.10 6.75% $3.11 $3.15 6.88% $3.16 $3.20 7.00% $3.21 $3.25 7.13% $3.26 $3.30 7.25% $3.31 $3.35 7.38% $3.36 $3.40 7.50% $3.41 $3.45 7.63% $3.46 $3.50 7.75% $3.51 $3.55 7.88% $3.56 $3.60 8.00% • $3.61 $3.65 8.13% CompuSafe Schedule A(Rev 2011-1201)-Page 3 of 4 $3.66 $3.70 8.25% $3.71 $3.75 8.38% $3.76 I $3.80 8.50% $3.81 $3.85 8.63% $3.86 $3.90 8.75% • $3.96 $4.00 9.00% Note: Every additional $0.05 increase in fuel price will result in an additional 0.125% in surcharge. Specific terms and conditions apply. National US Average Highway Diesel Fuel Prices will be those reported as US National Average on the US Energy Information Administration website: eia.doe.gov. "Customer" BRINK'S U.S.,A DIVISION OF BRINK'S, INCORPORATED CITY OF ELGIN By: By: (Customer Signature) Authorized Representative Print name: Print name:_ Title: Title: S • CompuSafe Schedule A(Rev 2011-1201)—Page 4 of 4 ComuiiSate IIER • SERVICE SCHEDULE A-3 COMPENSATION This is Schedule A-3 to the Agreement between Brink's and CITY OF ELGIN ("Customer") dated 6-15-2012. Agreement No. JBCITOFELG6-15-2012 Capitalized terms not otherwise defined herein shall have the meaning stated in the Agreement. 1. COMPUSAFE SERVICES (a) Service Charges The charges for CompuSafe Service will vary based upon four factors: 1.)CompuSafe model installed;2.)geographic market of the Pick Up Location; 3.)frequency of armored pickups per week;and 4.)options selected. CompuSafe Model(choose one): Vanguard Pickup-Standa�dCitiesNewY.orlMetro� Frequency k`osrAngelesMetro1 1-day $359.90 $ 2-day $ $ 3-day $ $ 4-day $ $ 5-day $ $ 6-day $ $ 7-day $ $ • Every Other Week (b) CompuSafe Hardware Accessories Additional hardware accessories may be bundled with certain base level CompuSafe hardware. Select all that apply: ❑ Tube Vend(CompuSafe Sentinel Only)-$65.00 per unit per month ❑ Low Capacity Note Dispenser(CompuSafe Sentinel Only)-$200.00 per unit per month ❑ High Capacity Three Cassette Note Dispenser (CompuSafe Sentinel Only)-$230.00 per unit per month 0 High Capacity Four Cassette Note Dispenser (CompuSafe Sentinel Only)-$270.00 per unit per month By checking any above box Brink's and Customer hereby agree to add the indicated hardware accessory to the Customer locations identified on the attached Schedule B for the Equipment Term. The accessory equipment may only be utilized in conjunction with a CompuSafe and as set forth in the instructions. (c) Site Service Designation For those sites contained in Schedule B that are designated as either Rural or Extended service points the following monthly fees shall be added to those fees identified in Section 1 (a)above. Pickup Frequency - �_. _ ocafiona 1-day $50.00 $95.00 2-day $100.00 $190.00 3-day $150.00 $285.00 4-day $200.00 $380.00 • 5-day $250.00 $475.00 CompuSafe Schedule A(Rev 2011-1201)—Page 1 of 4 6-day $300.00 $570.00 7-day $350.00 $665.00 Every Other Week $25.00 _ $47.50 (d) Equipment Installation and Shipoina Charges • The following rates cover the charges for non-expedited shipping and installation of CompuSafe. Installation and activation based on manufacturer/model: ❑ Installation and shipping paid up-front Installation Only: All CSS Models(Vanguard and Galileo) $290.00/unit plus shipping as indicated below Activation Only: All CSS Models(Vanguard and Galileo) $150.00/unit plus shipping as indicated below Installation and Activation: Tidel Sentinel $395.00/unit plus shipping as indicated below Tidel Sentinel(with optional Module) $495.00/unit plus shipping as indicated below De-installation: $350.00/unit plus shipping as indicated below Shipping based on manufacturer/model: All CSS Models(Vanguard and Galileo) $180.00/unit All Tidel Units $395.00/unit ❑ Installation and shipping paid monthly $ /month 2. SERVICE OPTIONS The following rates are applied on a per unit basis.Check selected options: ® Ethernet Safe Connectivity (utilizing Customer Network) $2.95/month ❑ Analog Modern (phone line) $14.95/month ❑ Wireless(Cellular)Safe Connectivity $44.95/month ❑ Device Dashboard $14.95/month • ® Web Based Reporting(ilnfo) $7.95/month • Daily Credit(terms in Schedule C) $19.95/month ❑ Check Imaging (terms in Schedule D) $X.X/month ❑ Manual Drop Package(up to 10 drops/month;terms in Schedule E) $14.95/month ❑ Enhanced Content Guarantee(terms in Schedule F) $14.95/month ❑ Premium Repair Plan - $54.95/month One year period in Section 7 of the Agreement extended to life of Agreement. 3. SERVICE BUNDLES Check selected options. ® (a) Remote Management Bundle $9.95/month Includes: Ethernet(standard)and Remote Management • (b) Daily Credit Bundle $21.95/month Includes: Ethernet(standard),Web Based Reporting, Remote Management Bundle and Daily Credit ® (c) Enhanced Service Bundle $63.95/month Includes: Manual Drop Package, Enhanced Content Guarantee and Premium Repair Plan 4. ANCILLARY CHARGES (a) Excess Premises Time(in excess of 6 min) $3.00/minute (b) Service Call $180.00/call (c) Excess Manual Drop(must purchase Envelope Drop Package) $2.00/drop (d) Currency(Bill Validator)Update-On Site $120.00/safe (e) Currency(Bill Validator)Update-Remote $20.00/safe (f) Holiday Service $75.00/holiday • CornpuSafe Schedule A(Rev 2011-1201)-Page 2 of 4 Holidays: New Year's Day; MLK Day;Presidents Day; Memorial Day; Independence Day; Labor Day;Columbus Day Veterans Day. No service is provided on Thanksgiving Day and Christmas Day. • (g) Additional Customer Requested (unscheduled)Stop $100.00/stop (h) Additional(In-Person)Training(one day minimum) $995.001 day (i) Rural Stop Premium(monthly fee; per service day) $50.001 location (j) Over the Road Stop Premium(monthly fee;per service day) $95.00/location (k) Daily Credit Bank Change Fee $1501 change (I) Parts(customer caused damage) List/part 5. BRINK'S MAXIMUM LIABILITY Brink's maximum liability(Maximum Liability Amount)for Loss of Customer's Property is S75.000 per Shipment. 6. STIPULATED LOSS VALUE The Stipulated Loss Value is the specific Equipment rate listed below, declining by 1/60th each month until $2,000.00 is reached,at which point the value remains constant. CompuSafe Vanguard Unit: $4,500.00 CompuSafe 5000 Unit: $7,800.00 CompuSafe Galileo two-door. $8,400.00 CompuSafe Galileo three-door. $8,800.00 CompuSafe Sentinel: $8,400.00 CompuSafe 4000 Unit: $18,500.00 Tube Vend: $2,500.00 Low Capacity Note Dispenser. $6,200.00 Three Cassette High Capacity Note Dispenser. $7,200.00 Four Cassette High Capacity Note Dispenser. $8,400.00 7. FUELS ADJUSTMENTS • A fuel adjustment will be determined on a quarterly basis according to the chart and formula below. The formula to determine the fuel surcharge is: Price of service per Pick Up Location per month x fuel surcharge%x 3 months x total number of Pick Up Locations serviced during previous quarter=Total fuel surcharge to be paid per quarter Minimum Maximum Surcharge $0.01 $2.50 5.25% $2.51 $2.55 5.38% $2.56 $2.60 5.50% $2.61 $2.65 5.63% $2.66 $2.70 5.75% $2.71 $2.75 5.88% $2.76 $2.80 6.00% $2.81 $2.85 6.13% $2.86 $2.90 6.25% $2.91 $2.95 6.38% $2.96 $3.00 6.50% $3.01 $3.05 6.63% $3.06 $3.10 6.75% $3.11 $3.15 6.88% $3.16 S3.20 7.00% $3.21 $3.25 7.13% $3.26 $3.30 7.25% $3.31 $3.35 7.38% $3.36 $3.40 7.50% $3.41 $3.45 7.63% $3.46 $3.50 7.75% $3.51 $3.55 7.88% $3.56 $3.60 8.00% • $3.61 $3.65 8.13% CompuSafe Schedule A(Rev 2011-1201)-Page 3 of 4 $3.66 $3.70 8.25% $3.71 $3.75 8.38% $3.76 $3.80 8.50% $3.81 $3.85 8.63% $3.86 $3.90 8.75% • $3.96 $4.00 9.00% Note: Every additional $0.05 increase in fuel price will result in an additional 0.125% in surcharge. Specific terms and conditions apply. National US Average Highway Diesel Fuel Prices will be those reported as US National Average on the US Energy Information Administration website:eia.doe.gov. "Customer" BRINK'S U.S.,A DIVISION OF BRINK'S,INCORPORATED CITY OF ELGIN By! By: (Customer Signature) Authorized Representative Print name: Print name: Title: Title: • • • CompuSafe Schedule A(Rev 2011-1201)—Page 4 of 4 IIIIBRINKS COM i i , i ' " • SERVICE SCHEDULE B-1 LOCATIONS This Schedule B-1 is effective as of: 6-15-2012 This is Schedule B-1 to the Agreement between Brink's and CITY OF ELGIN ("Customer") dated 6-15-2012. Agreement No_JBCITOFELG6-15-2012. Capitalized terms not otherwise defined herein shall have the meaning stated in the Agreement. Subject to the terms and conditions set forth in the Agreement, Brink's agrees to provide, and Customer agrees to accept and pay for, services at the Pick Up Location(s) listed in this Schedule B. Customer Pick Up Locations identified as "Trial Install' shall be under a 60-day trial use period from the date of installation. During the 60-day trial use period, Customer may, at Customer's sole discretion, terminate the Agreement upon a five (5) business day written notice. Customer will pay the applicable de-installation fee and ground shipping charges. After the expiration of the 60-day trial use period Customer agrees to fulfill the term and other obligations set forth in the Agreement. TRIAL SCHEDULE STORE INSTALL STREET ADDRESS CITY 8 STATE ZIP SITE SERVICE INSTALL ID" YIN DESIGNATION FREQUENCY YEAR A-1 City Hall N 150 Dexter Court --------- --Elgin--------•. IL Chicago 2x/week 2012 Centre ___--^ _ ---_--- - A-2 N 100 Symphorry,Way"" Elgin .,`IL Chicago 2x/week 2012 Location A-3 Highlands N 875Sportsway•' r--- -Elgin-. IL Chicago 1x/week 2012 A-3 BCofeeeks N 1250 Bowes Creek Blvd i {. Elgin '' IC 7 Chicago 1x/week 2012 A- III A r _ i A \ A- A- I I A- \. . A- _-- A- I I A- I A- i I A- I I "Customer" BRINK'S U.S., A DIVISION OF BRINK'S, RICKY'S GAS INCORPORATED By: By: (Customer Signature) Authorized Repres entative Print name: Print name: Title: Title: • CompuSafe Schedule B (Rev 2011-1201)-Page 1 of 1 IIIIBRINKS comnimia. Nagai • SCHEDULE C COMPUSAFE DAILY CREDIT SERVICE THIS ADDENDUM TO COMPUSAFE SERVICE AGREEMENT ("Addendum") is attached to and made a part of that certain CompuSafe Service Agreement (No. JBCITOFELG6- 15-2012) (the "Agreement") between Brink's U.S., a Division of Brink's, Incorporated ("Brink's") and CITY OF ELGIN ("Customer"). Capitalized terms not otherwise defined herein shall have the meaning stated in the Agreement. PURPOSE: This Addendum sets forth the terms of Daily Credit. Service by which Customer will receive provisional credit to its account(s)with the bank(s) Customer has selected ("Bank") for currency properly deposited by Customer into the Equipment via the currency acceptor ("CompuSafe Currency"). Customer has entered into a separate agreement (the "Banking Agreement") with Bank pursuant to which Bank has agreed to grant Customer provisional credit based on the Content Reports generated by the Equipment and transmitted to Bank by Brink's. Daily Credit Service cannot start until Customer has entered into a Banking Agreement. Brink's and Bank have entered into a separate agreement establishing each party's obligations in relation to the granting of such credit by Bank to Customer based on the Content Reports generated by the Equipment. A. Modification of Terms and Conditions of the Agreement. The terms and conditions of the Agreement shall be modified and amended as follows: 1. . Bank shall be a third party beneficiary of this Addendum. • 2. Brink's responsibility with respect to Daily Credit Service is to provide Bank with an electronic summary of the Content Report within one business day of the Equipment's transmission of the Content Report to Brink's. Brink's is not otherwise responsible for the Bank's issuance of provisional credit to Customer's account with Bank. 3. Customer agrees that, notwithstanding anything to the contrary in the Agreement, Bank shall be the exclusive owner of all CompuSafe Currency without the necessity of notice or further action on the part of any party and Customer shall have no interest (including legal, equitable, or security interest) in CompuSafe Currency. Customer agrees that in the event of Customer's bankruptcy, CompuSafe Currency shall not be a part of the bankruptcy estate. 4. Customer agrees that, notwithstanding anything to the contrary in the Agreement, Bank shall have the right to instruct and direct Brink's as to the treatment and handling of all CompuSafe Currency. Any such instructions of Bank shall have priority over any instructions of Customer. Customer further waives any rights or claims against Brink's resulting from or relating to Brink's treatment and handling of the CompuSafe Currency in accordance with any instructions of Bank. 5. Brink's liability shall be limited as stated in the Agreement. In no event will Brink's make a Loss payment to both Customer and Bank. CompuSafe Schedule C(Rev 2011-0920)—Page 1 of 2 • Customer agrees that in the event Customer desires to terminate Daily Credit service, Customer • shall provide Brink's with signed written notice from Customer and Bank stating a definitive termination date for such termination. This notice must be provided to Brink's at least fifteen (15) days prior to the designated termination date. Customer agrees that Bank shall remain the exclusive owner of all CompuSafe Currency prior to the Daily Credit service termination date. B. Effect of Addendum. Except as expressly amended by this Addendum, the terms of the Agreement remain in full force and effect. In the event of any conflict or inconsistency between the provisions of the Agreement and the provisions of this Addendum, the provisions of this Addendum shall control. "CUSTOMER": "BRINK'S": CITY OF ELGIN BRINK'S U.S., A DIVISION OF BRINK'S, INCORPORATED By: By: (Customer Signature) Authorized Repres entative Print name: Print name: Title: Title: Date: Date: • • CompuSafe Schedule C(Rev 2011-0920)-Page 2 of 2 ADDENDUM THIS ADDENDUM TO COMPUSAFE SERVICE AGREEMENT ("Addendum") dated June • 15, 2012 ("Effective Date") amends that certain Service Agreement (No. JBCITOFELG6-15-2012 ) dated 6-15-2012, (the "Agreement") between Brink's U.S., a Division of Brink's, Incorporated ("Brink's")and City of Elgin ("Customer"). As of the Effective Date, for those Customer locations for which Customer uses Fifth Third Bank as its depository institution for CompuSafe Daily Credit Services ("Locations"), the pricing in Section 1 of Schedule A of the Agreement shall be amended as follows: Commencing on the Effective Date, Brinks will reduce the monthly charge by$41.00 per month for each safe located at a Location currently being serviced under the Agreement. In the event Customer ceases to use Fifth Third Bank as its depository institution for CompuSafe Daily Credit Services for a safe at a Location, Brink's and Customer agree that Brink's reserves the right to increase Customer's rates by $41.00 per month for each such safe. IN WITNESS WHEREOF, the parties have executed this Addendum as of the date set forth below. Brink's U.S., Customer: a Division of Brink's, Incorporated By: By: 411/ Name: Derrick Moreau Name: Title:Vice President Operations Title: Date: June 15,2012 Date: • 1 • FIFTH THIRD BANK Terms and Conditions Remote Currency Manager Service These Terms and Conditions are part of the "Terms and Conditions" referred to in the Master Treasury Management Agreement (the "Master Agreement") currently in effect between the "Customer" identified in the signature block below ("you") and Fifth Third Bank ("we" or "us"). 1. Services. Description. These are the "Terms and Conditions" under which we will provide to you our Remote Currency Manager Service (the "Service"). This Service enables you to receive provisional credit in your account with us on a daily basis for cash receipts secured in and reported to us by secure safe equipment (a "Secure Safe") provided by one of the armored courier and currency management vendors with whom we have a contractual relationship ("Safe Service Providers"). Once you have obtained and installed a Secure Safe at one of your locations: • Your personnel can place currency into the secure cassette or receptacle • ("cassettes") feature of the Secure Safe at that location, • The currency can be read and counted by the Secure Safe that can then transmit to us through your Safe Service Provider on a daily basis an electronic file reporting the amount of currency in the cassettes and related information (the "Report"), • Based on the information we receive in that Report, we will on each Business Day post provisional credit to your demand deposit account with us for the amount of cash reported to us in the Report as received in the cassette since the last Report, provided we receive the Report prior to our standard cutoff time for processing the Report that Business Day, and • Your Safe Service Provider will pickup and transport the contents of the Secure Safe to a cash virtual vault location operated by the Safe Service Provider("Virtual Vault"). You are responsible for contracting with the Safe Service Provider you select for the purchase or lease of the Secure Safe and related services, and for the pickup and transportation of the contents of the Secure Safe. Further details about the Service are provided below. A "Business Day" is a weekday on which we are open to the public for the transaction of business. • March 2010 RCM Term Set Up and Implementation. Before we can make the Service available to you, you must: • • Enter into an equipment and service agreement with your Safe Service Provider for the Secure Safe equipment, software and service, and courier services (the "Provider Agreement"), and complete the installation and training required by your Safe Service Provider; and • Complete the set up and implementation process for our Service including establishing or designating an account with us to be provisionally credited for deposits received under this Service (a "Designated Account"), designating delivery points for the contents of the Secure Safe, and establishing and testing connections with your Safe Service Provider for the transmission of Reports. You understand that you are solely responsible for the selection of your Safe Service Provider, and its products and services, as well as the terms and conditions of the Provider Agreement. Additional Services. If you wish to use any of our other services in connection with this Service, you must complete the Application Forms for that service, and your use of that service will be subject to the Terms and Conditions for that service. Rules. The Designated Account and your transactions in the Designated Account are also subject to the Rules and Regulations Applicable to All Fifth Third Accounts (however named, the "Rules") as in effect from time to time. In the case of any conflict between the Rules and • these Terms and Conditions, these Terms and Conditions control to the extent necessary to resolve the conflict. 2. Deposits. Secured Funds. The placement and counting of currency in, and the compilation and transmission of Reports and other data from the Secure Safe equipment are subject exclusively to the terms of the Provider Agreement. Our Service commences once we have received the Report from your Safe Service Provider reporting the amount of funds counted and secured in a cassette ("Secured Funds") and depends on the receipt of accurate and timely Reports in correct and readable format from your Safe Service Provider. You agree that all Secured Funds will be delivered to your Safe Service Provider for transportation to us or an approved Virtual Vault location for verification and processing, and will not be removed from the Secure Safe or used by you for any purpose. Our Remote Currency Service is offered only for Secured Funds. If you place cash, checks or other instruments in the Secure Safe outside the cassettes which are picked up by your Safe Service Provider, such cash, checks or other instruments are not Secured Funds under these Terms and Conditions. Transmission of Report. You authorize your Safe Service Provider to transmit to us, and us to receive the Report which, among other things will specify the amount of Secured Funds added to and contained in the cassettes each Business Day. We will rely exclusively on the accuracy of the information transmitted to us by your Safe Service Provider in the Report in determining the amount of provisional credit we give you. We are not responsible for any failure • March 2010 RCM Term • of the Report to be timely communicated to us or for any errors in the Report. In addition, you expressly grant us authority to review and access the Report and other data generated by your Safe Service Provider relating to Secured Funds in the Secure Safe. Provisional Credit: Ownership of Secured Funds. We will post provisional credit in the Designated Account for Secured Funds on the Business Day we receive the Report subject to our normal deposit cutoff hours and to any reserves we establish. For example, if you cause your Safe Service Provider to transmit to us a Report of Monday's receipts in the cassettes after the close of business on a Monday and prior to our processing cutoff time on Tuesday,the amount of Secured Funds reported in that Report will be reflected in the Designated Account for Tuesday assuming Tuesday is a Business Day. All credit we give you for deposits is provisional and subject to verification and correction for the amount of Secured Funds actually received by us including for errors, counterfeit currency and miscounts. If the contents of the Secure Safe for which we gave you provisional credit are not delivered to the Virtual Vault location approved by us in the set up process at the next scheduled pickup, or if the amount of legal currency delivered to us or the Virtual Vault is less than the amount reported in the Report, then regardless of the reason or circumstances, we will reverse any credit we gave you and in any case, you are obligated to us for any adjustment and related effects. Once we post provisional credit in your account based on a Report, the Secured Funds shall be deemed, as between you and us to be our property, and you shall be responsible to us for the contents of the cassettes. To the extent you retain any interest in the Secured Funds by operation of law or otherwise, you hereby grant us a security interest in all such Secured Funds. You further agree that once cash you deposit in the Secure Safe has become Secured Funds, your Safe Service Provider shall be deemed to be • holding the Secured Funds in the Secure Safe for the benefit of us. Checks and Other Funds; Adjustments. You may cause your Safe Service Provider to deliver checks and funds other than Secured Funds to the Virtual Vault location along with Secured Funds. We are not responsible for checks and other funds until we have received them directly or at a Virtual Vault location. Any checks, drafts or items delivered will be forwarded for processing. For currency and coin other than Secured Funds, we will credit the Designated Account with the aggregate dollar amount of such currency and coin stated on the corresponding deposit slip accompanying delivery. Such credit is provisional and subject to adjustment upon physical receipt at the appropriate Federal Reserve Bank, or after we complete the physical count. You acknowledge that we will adjust your account for any errors or as a result of counterfeit funds delivered to us including Secured Funds. Similarly, provisional credit will be given for checks and other coin and currency received on the Business Day of deposit, subject to applicable cutoff times and the Rules. Counts. You agree that the Safe Service Provider's count of Secured Funds and our count of other currency and coin received by us or through your Safe Service Provider are final and conclusive. We are not liable for any shortage due to any counterfeit or contraband, whether discovered upon delivery to us or any time after delivery. In no event are you entitled to any amount in excess of the correct balance of your deposit, whether the error was caused by improper commingling of funds, inaccurate counts, clerical error or otherwise. Pickup. You are responsible for arranging for transportation of the Secured Funds and • other funds to one of our Virtual Vault locations designated in the set up process. You must 3 provide us in the set-up process with a copy of the written pickup schedule you arrange with • your Safe Service Provider. We must receive the Secured Funds from you in accordance with that schedule. Any change in the scheduled deliveries to us may result in a change to the charges for the Service. 3. Change Orders. Process. You may order currency and coin from us (a "Change Order") at any time through one of several methods we offer. When we receive your Change Order, we or our currency service agent (who may be your Safe Service Provider) will physically count and bundle the currency or coin ordered by you and make them available for your Safe Service Provider. If the Change Order is received after the cutoff time or is received on a day that is not a Business Day, the Change Order will be processed on the next Business Day. Change Orders will be available within two Business Days of acceptance of the Change Order. You must notify us of any discrepancy pertaining to a Change Order within two Business Days after you receive the coin or currency. You must also provide us with documentation to support any such discrepancy. Debit. We will debit the Designated Account for the dollar amount of the Change Order on the Business Day we receive your Change Order. 4. Our Relationship. You acknowledge that we and your Safe Service Provider are independent and separate entities and are not operating as a partnership, joint venture or other combined enterprise. The Secure Safe equipment, software and service, Report generation and • transmission, and pickup, courier and related services are provided to you by your Safe Service Provider under the Provider Agreement, and are not part of the Service or any other service we provide. You agree to look solely to your Safe Service Provider for any problems or disputes under the Provider Agreement or with respect to the services, equipment, software and Reports provided by your Safe Service Provider. We are not responsible for any obligation or liability of your Safe Service Provider under the Provider Agreement. This means, among other things that we are not responsible for the equipment, software or service provided by your Safe Service Provider,the content of any Report, the failure of your Safe Service Provider to timely transmit a Report to us or the transportation of the contents of any cassette or other funds. We rely on the continued effect of the Provider Agreement in providing the Service to you including the compliance by you and your Safe Service Provider with the terms of the Provider Agreement. You agree to promptly notify us of any material change in the Provider Agreement. 5. Statements and Notices. Your deposit activity through the Service will be reflected on your regular periodic statement for the Designated Account as provided in and subject to the Rules. We offer a number of additional options for deposit reporting and viewing your account activity. You should carefully and promptly review the statements we provide or make available to you. You must notify us of any error or account problem within 30 days of the date we sent or otherwise made available to you your periodic statement or other account information indicating the error or account problem. 6. Fees. You agree to pay us our fees for the Service as separately agreed in writing. • 4 07. Term and Termination. You agree to maintain the Service with us for a term of five years (the "Term") beginning on the Effective Date set forth on the Signature Page below (or, if no date is specified, the date we sign these Terms and Conditions). You acknowledge that our fees for the Service have been structured on the assumption that we would provide the Service to you for the full length of the stated Term. If you terminate the Service after the Term begins, you agree to pay us a termination fee equal to the product of: (a) the average of our monthly fees for the Service during the most recent three months prior to termination multiplied by (b) six, unless: (i) you have terminated the Service due to our material breach of these Terms and Conditions; or (ii) the Provider Agreement is terminated by (A) the Safe Service Provider in breach of that agreement, or (B) you in accordance with the terms of that agreement. We agree that the closing (whether temporary or permanent) or moving of an individual store or retail location in the ordinary course of your business does not itself trigger the obligation to pay us the foregoing fee with respect to that store or location. We reserve the right to terminate the Service and close your accounts as provided in the Master Agreement. 8. Miscellaneous. Representations. We each represent to the other that these Terms and Conditions have been authorized by all necessary corporate or other entity action and are our valid, legal and binding obligation. You represent and confirm to us that the person signing below on your behalf is an Authorized Agent. Master Agreement. This document is part of the "Terms and Conditions" as defined in • the Master Agreement. Your use of the Service is subject to all of the terms and conditions contained in the Master Agreement as it may be amended. Capitalized terms used but not defined in these Terms and Conditions have the meaning provided in the Master Agreement. *****Signature Page Follows***** • 5 • Signature Page to Remote Currency Manager Service • These Terms and Conditions have been executed on behalf of the parties by their duly authorized representatives. CUSTOMER NAME: TAX ID NUMBER: Signed *Signed By: By: (PRINT) (PRINT) Its i ni\ suN Its (TILE) (TITLE) *second sig ature if required by Customer's solutions FIFTH THIRD BANK By: Its Dated , • Effective Date: Fifth Third and Fifth Third Bank are registered service marks of Fifth Third Bancorp. Member FDIC. • 6 • Resolution No. 12-135 RESOLUTION AUTHORIZING EXECUTION OF A COMPUSAFE SERVICE AGREEMENT WITH BRINK'S U.S., A DIVISION OF BRINK'S, INCORPORATED FOR COMPUSAFE SERVICES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Sean R. Stegall, City Manager be and is hereby authorized and directed to execute a CompuSafe Service Agreement on behalf of the City of Elgin with Brink's U.S., a Division of Brink's, Incorporated for CompuSafe services,a copy of which is attached hereto and made a part hereof by reference. David J. Kaptain, Mayor Presented: August 22, 2012 Adopted: Vote: Yeas Nays: Recorded: Attest: Kimberly A. Dewis, City Clerk PfiliONS1011 D Aff for: 0 M `A of •..1—...1r ❑ Telephoned ❑ Returned your call ❑ Came in ❑ Will call a ai ❑ Please retur the call ❑ See me- Message _- ---<��4f� _ --k_SI Phone: Date Time By 2)a-a-40Lt= ® E LG N THE CITY IN THE SUBURBS- Date: September 11, 2012 To: Colleen Lavery, Chief Financial Offier From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 12-135, Adopted at the August 22, 2012, Council Meeting Enclosed you will find the agreement listed below. Please have these agreements signed and executed by the Compusafe and return one fully executed copy to the City Clerk's office for the City's records. If you have any questions please feel free to contact our office 847-931- 5660 and we will do our best to assist you. Thank you. Compusafe Service Agreement with Brink's U.S.