HomeMy WebLinkAbout21-153 Resolution No. 21-153
RESOLUTION
AUTHORIZING EXECUTION OF BRINK'S COMPLETE SERVICE AGREEMENT WITH
BRINK'S CAPITAL LLC TO PROVIDE CERTAIN CASH MANAGEMENT SOLUTIONS
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
pursuant to Elgin Municipal Code Section 5.02.020B9 the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interests of
the city; and
BE IT FURTHER RESOLVED, that Richard G. Kozal, City Manager, be and is hereby
authorized and directed to execute a Brink's Complete Service Agreement on behalf of the City of
Elgin with Brink's Capital LLC, to provide certain cash management solutions, a copy of which is
attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: October 13, 2021
Adopted: October 13, 2021
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
DocuSign Envelope ID:F6647202-2426-457A-B4FC-BF3DFCE86738
I, (name of person opening account), hereby certify, to the
knowledge, that the information provided is complete and correct.
Signature Date:
Company Name
CITY OF ELGIN
Company Information
Physical Address
Address Line 1 Address Line 2 City State Postal Country County
150 Dexter Ct Finance Department Elgin IL 60120 USA
Primary Point of Contact
First Name Last Name Business Phone Email Address
MARY MASKEL-SZYMONIK 847-931-5626 Maskel-Szymonik_M@cityofelgin.org
Customer Entity
Legal Entity Name DBA/Alternative Industry Sector Entity Type
City f Elgin
C y o g Retail Government Entity
Publicly Traded Tax ID Type Tax ID Number Tax Tax Exempt ID
no EIN 366005862 yes 999601771
State of Organization Date Organized Description of Business Line/Activity
IL 1895-01-01 Government
Verification of Business Entity
Primary ID Document Issue Doc ID# Issued By
Other 2020-12-12 366005862 Elgin
Secondary ID Document Issue Doc ID# Issued By
IRS Letter 2020-02-10 E99960771 IL Dept. of Revenue
Projected Account Activity
Monthly Number(Deposits) Monthly Dollar
20.0 $200000.00
Primary Financial Information
Bank Name Account Type Routing Number Account Number
Fifth checking 00000 00000
DocuSign Envelope ID:F6647202-2426-457A-B4FC-BF3DFCE86738
Enhanced Due Diligence
Money Service Businesses and Non-Bank Answer Amount Registered MSB
Check Cashing (Individual,third party, corporate) no
Currency Exchanger or Dealer in Foreign Currency no
Issuer/Seller/Redeemer of Travelers Checks or Money no
Provider or Seller of Prepaid Access no
Money Transmitter in ANY dollar amount, includes no
Provides Insurance Services or Investment Advice no
Consumer Lending Services or Investment Advice no
Controlling Person
First Name Last Name Job Title Date of Birth US Citizen SSN/ITIN
Debra Nawrocki Chief Financial Officer 1990-01-26 true 366-00-5862
Address 1 Address 2 City State Postal Code
150 Dexter Ct Finance Department Elgin IL 60120
Country County Primary ID Doc Date Doc ID# Issued By
USA State Issued ID 2020-12-12 011990 City of Elgin
DocuSign Envelope ID: F6647202-2426-457A-B4FC-BF3DFCE86738
BRINK'S COMPLETE SERVICE AGREEMENT
THIS BRINK'S COMPLETE SERVICES AGREEMENT(together with Attachment(s)and Appendices,including without limitation the
Brink's Complete Service Terms and Conditions attached as Appendix A,this"Agreement")is made by and between Brink's Capital LLC
("Brink's"),a Delaware limited liability company with offices located at 1801 Bayberry Ct., Richmond VA 23226,and CITY OF ELGIN
("Customer"),a IL Government Entity with offices located at 150 Dexter Ct,Elgin, IL-60120.
Customer wishes to engage Brink's to provide certain cash management solutions,and Brink's is willing to provide such cash management
and logistics services for Customer in accordance with terms and conditions set forth in this Agreement. For and in consideration of the
mutual agreements herein contained,the Parties hereby agree as follows:
Unless otherwise indicated,all capitalized terms used herein shall have the meaning stated in the Service Terms and
1.Services
(a) Equipment.Brink's shall install the Equipment in each Service Location;provided that Customer has prepared each installation
site according to the Brink's Site Prep Guidelines by the Scheduled Installation Date.All other Services and obligations of Brink's
under this Agreement are contingent upon proper installation of the Equipment.
(b) Brink's 24SEVEN.Brink's shall provide Customer with access to Brink's 24SEVEN.Customer shall enroll in and utilize Brink's
24SEVEN to create a deposit declaration for each Deposit Bag that is placed in the Equipment.Such deposit declaration will be
made prior to depositing any Deposit Bag into the Equipment,must include,without limitation,Customer's Declared Value and
serial number of the applicable Deposit Bag,and will constitute a request for Direct Credit for the Declared Value. For Equipment
with a Bill Validator,Customer acknowledges and agrees that Customer's deposit declaration and request for Direct Credit is made
when Customer or its designated employee inserts Property into the Bill Validator.
(c) Direct Credit.Customer agrees that Brink's will own the Property upon deposit into the Equipment.Brink's shall initiate
issuance of credit via ACH to Customer's specified account at Customer's Bank based on the Declared Value. This advance credit
("Direct Credit")shall constitute a draw against the monthly line of credit extended from Brink's to Customer.The Customer's
applicable monthly Direct Credit limit is stated in the Rate Sheet.Customer will use its best efforts to deposit cash into the
Equipment equaling the Declared Value. Brink's will remove the Property from the Equipment no less than once every nine(9)
Business Days.After removing the Property from the Equipment, Brink's will count the Property in a Deposit Bag to determine the
Actual Value. Customer's Direct Credit balance will be adjusted based upon the Actual Value. Brink's will post any Variance to
Brink's 24SEVEN on the processing day. Brink's shall debit any such Variance resulting from shortages and counterfeit Property
from Customer's bank account via ACH. If Brink's determines that the amount of Property counted exceeds the applicable Declared
Value,Brink's shall initiate a credit in the amount of the Variance to Customer's bank account through ACH.Customer shall be
charged reconciliation fees for any Variances and overage fees,for deposits which exceed the monthly limit,as set forth in the
Rate Sheet. Brink's will not charge Customer interest on Direct Credit unless balances are not paid within thirty(30)days of the
transaction date. Unpaid Direct Credit balances are subject to interest at.66%per month,but in no case above the maximum rate
allowed by law.ACH debits or credits for Variances shall be made within eight(8)Business Days from the date of processing and
Customer shall receive a notice of such auto-debit or credit via Brink's 24SEVEN. For Equipment with a Bill Validator,Brink's
guarantees that the Property deposited into the Equipment using the Bill Validator,or the Declared Value,shall match the Actual
Value except to the extent any Variance is caused in whole or in part by the criminal acts,misrepresentation,or fraud of Customer,
its employees,representatives or agents.
(d) Change Orders.Change Order service,if any,will be provided in accordance with this Agreement.All Change Order requests
shall be subject to a twenty(20)pound per Change Order weight limit.
2. TERM.The term of this Agreement shall commence on the Effective Date and terminate when the last Equipment Term is
terminated pursuant to this Agreement("Agreement Term").The term of Services and Customer's obligations for each Equipment
unit shall begin on the earlier of(i)the Scheduled Installation Date as set forth under Appendix C and(ii)the date the Equipment is
actually installed,and shall continue for a period of five(5)years("Equipment Term").Thereafter,the Equipment Term shall
automatically renew for successive one(1)year periods unless either party gives written Notice of cancellation no later than ninety
(90)days prior to the expiration of the then-current Equipment Term.
3, FEES.Customer agrees to pay Brink's Fees for the Services at the rates set out in the Rate Sheet.
This Agreement may be executed in multiple counterparts,each of which will be deemed an original but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF,the parties have caused this Agreement to be duly executed and delivered as of the date first written
above.
CITY OF ELGI Brink's Capital
By: G By:
(Customer
Name Richard G.Kozal Name: M. Ryan Harrell
Title: City Manager Title: SVP-Strategy and Business Development
Date October 13,2021
CONFIDENTIAL AND PROPRIETARY Page 1 of 8 Brink's Complete Service Agreement(Rev.2020-07)
DocuSign Envelope ID:F6647202-2426-457A-B4FC-BF3DFCE86738
(b) Brink's will post a monthly statement of Subscription Fees
Appendix A and Additional Fees(together,"Fees")on Brink's 24SEVEN.
BRINK'S COMPLETE SERVICE TERMS
AND CONDITIONS (c) Brink's will not increase Fees in the first year of this
Agreement,but thereafter,may increase Fees annually upon
1. DEFINITIONS thirty(30)days'notice.
(a) "Actual Value"means the value of the deposited Property as (d) If Customer disputes the accuracy of any Fees,other than
verified by Brink's. any rate change per Section 2(c),Customer will provide
(b) "Bill Validator"means a component of certain models of the Brink's written Notice within fifteen(15)days of the date of
Equipment that counts currency. invoice or billing statement,or such claim will be deemed
waived by Customer.Any amounts that remain unpaid when
(c) "Brink's 24SEVEN"means the customer portal application and due are subject to interest of.66%per month,but in no case
associated services by which Customer creates deposit above the maximum rate allowed by law.Customer shall
declarations and change order requests. also be responsible for all Brink's collection expenses,
(d) "Business Days'means weekdays other than holidays observed including,without limitation,reasonable attorney's fees.
by Brink's.
(e) "Customer's Bank"means the financial institution that,
pursuant to an agreement with Customer,provides banking (e) Brink's may reduce the amount of any credit to Customer by
services to Customer. any amount due and payable to Brink's.
(f) "Declared Value"means the amount of Property reported by (f) Customer shall provide its banking information to Brink's and
Customer through a deposit declaration on Brink's 24SEVEN hereby authorizes Brink's to share such information with the
for each deposit made using a Deposit Bag or the amount of Third Party Lender in order to enable the provision of
Property as transmitted to Brink's by the Equipment,for each Services.Customer will provide Brink's thirty(30)days
deposit made using a Bill Validator. advance Notice of any changes to its banking information.
(g) "Deposit Bag"means a container provided to Customer by 3, EQUIPMENT
Brink's and specifically designed for the purpose of depositing 3.1 DELIVERY,INSTALLATION.USE&LOCATION
Property into Equipment. (a) Brink's shall arrange for the Equipment to be delivered to and
(h) "Documentation'means written materials describing the installed in each Service Location on a date mutually agreed
function and use of Equipment. upon by the parties("Scheduled Installation Date').
(i) "Equipment„means the Brink's technology-enabled device or
smart safe(with or without a Bill Validator)provided by Brink's (b)Customer shall be solely responsible for all fees and expenses
and any other items of equipment described in the Rate Sheet,
together with all related software and accessories and associated with the site preparation for installation of the
Documentation. Equipment,repeat trips and storage costs associated with the
site not being ready for installation on the Scheduled
Q) "Loss"means a loss of Property or a dispute with respect to Installation Date.
the amount of Property deposited or collected.
(c) Customer shall allow Brink's access to each Service Location
during Customer's normal business hours to remove Property
(k) "Prow_"means U.S.currency or coin placed in the from the Equipment,perform repairs or make adjustments,or
Equipment. to exercise any right or remedy under this Agreement.
(1) "Service Location"means the location where the Equipment(s)
is installed and as set out in Appendix B. (d)The Equipment shall be used and operated by Customer only
in the ordinary course of its business in compliance with all
(m "Services"means the services to be provided by Brink's under Documentation and in accordance with all applicable Brink's
this Agreement. instructions,governmental laws,rules and regulations.
(n) "Third Party Lender"means the financial institution that
provides certain services to Brink's to support Brink's (e)Customer shall not remove the Equipment for any reason.
Complete Services.
(o) "Variance'means a discrepancy between the Declared Value 3 2 EQUIPMENT REPAIR
and the Actual Value of Property deposited in the Equipment.
During the Equipment Term,Brink's shall repair the Equipment at
no additional cost to Customer,except that Customer shall pay
2. FEES for repairs arising out of: (i)abuse and/or vandalism of the
(a) Billing Statements shall be issued for each calendar month of Equipment;(ii)incorrect or insufficient training by Customer of its
Service,or portion thereof,as per the rates set out in employees or agents;(iii)utilization of the Equipment contrary to
Appendix B("Rate Sheet')plus all applicable federal,state the Documentation;and/or(iv)damages caused by rodents or
and local taxes(together"Subscription Fees").Subscription other pests.Repairs will be performed on Business Days.THE
Fees shall be debited from the Customer's account via ACH FOREGOING REPAIR OBLIGATION IS GIVEN IN LIEU OF
transfer or automatically charged to Customer's credit card ANY OTHER EXPRESS OR IMPLIED WARRANTY AND SUCH
before the 1st of each month.All additional charges OTHER WARRANTIES ARE HEREBY EXPRESSLY
("Additional Fees")related to the Services as set out in the DISCLAIMED. BRINK'S MAKES NO WARRANTY THAT THE
Rate Sheet shall be charged to Customer's chosen payment EQUIPMENT IS NEW,MERCHANTABLE OR FIT FOR A
method in arrears. If the Equipment installation date is not on PARTICULAR PURPOSE.
the first of a month,Subscription Fees for the first month may
be billed by Brink's in arrears in the next month's invoice or
billing statement.
CONFIDENTIAL AND PROPRIETARY Page 2 of 8 Brink's Complete Service Agreement(Rev.2020-07)
DocuSign Envelope ID: F6647202-2426-457A-B4FC-BF3DFCE86738
3.3 UNAUTHORIZED EQUIPMENT ACCESS AND Brink's reserves the right,without obligation,to reject any
ALTERATIONS Deposit Bag that is not sealed.
Customer shall not permit any party other than Brink's to (d) Customer shall not conceal or misrepresent any Property
service,repair or alter the Equipment without Brink's prior value,material fact or circumstance concerning the
written direction. Property placed into the Equipment.Customer agrees,in
3.4 RETURN OF EQUIPMENT the event of a Loss,to be bound by the Declared Value.
Upon the expiration or earlier termination of an Equipment Term
or the Agreement Term,or upon demand by Brink's as allowed 5. REPRESENTATIONS&WARRANTIES
by this Agreement,Customer shall permit Brink's to obtain (a) Customer understands and hereby agrees that any
possession of the Equipment. Except as otherwise provided in deposits by Customer into the Equipment shall constitute
Section 11,Customer shall pay all costs incurred by Brink's in the Property of Brink's.Customer agrees that neither
obtaining possession of and in returning the Equipment to the Customer nor any other entity has any possessory nor
storage facility designated by Brink's. ownership rights to the Property under Section 541 of the
Bankruptcy Code, 11 U.S.C.§541.Other than Brink's
rights with respect to repayment of the Direct Credit,
3.5 EQUIPMENT TITLE.OWNERSHIP AND LIENS Customer agrees that all deposits are and shall be free
and clear of all liens,security interests,claims and any
Customer shall have no ownership interest in the Equipment. other type of encumbrances and Customer is not now a
Customer agrees that Brink's may lease the Equipment from party to and shall not enter into any agreement that would
one or more lessors.Customer agrees that its interest,if any,in (i)restrict Customer from making deposits and utilizing the
the Equipment is subject and subordinate to the interest of such Services provided by Brink's hereunder or(ii)cause any
lessor(s).CUSTOMER SHALL NOT ASSIGN,LEASE OR such deposits to be subject in any manner to any lien,
TRANSFER ALL OR ANY PART OF THE EQUIPMENT OR security interest,attachment or other process in favor of
CUSTOMER'S RIGHTS OR OBLIGATIONS HEREUNDER any creditors of Customer or any other person.
WITHOUT THE PRIOR WRITTEN CONSENT OF BRINK'S.
Customer shall,at its sole cost and expense,keep the
Equipment free and clear of all liens,security interests,claims
and any other type of encumbrances,and shall not attempt in (b) Customer acknowledges that Brink's may collaterally
any other manner to dispose of the Equipment during the assign its rights under this Agreement to Third Party
Agreement Term.Customer shall defend Brink's title to the Lender and that Third Party Lender shall have the right to,
Equipment against such claims. In the event that Customer's either directly or indirectly,confirm with Customer the
landlord claims title to or an interest in any of the Equipment, value of the Property and the outstanding amounts owed
Customer agrees to take all steps necessary,at its own cost to Brink's by Customer. In the event Brink's collaterally
and expense,(including taking appropriate legal action)to assigns its rights under this Agreement to Third Party
obtain the Equipment and return it to Brink's. In addition, Lender,Customer undertakes and agrees to act as a
Customer shall indemnify,defend,protect and hold Brink's bailee for Third Party Lender with respect to the Property
harmless from all claims resulting from its possession or use of or Equipment while the Property is in the Equipment at the
the Equipment. Service Location and Customer will comply with any
written instructions provided by Third Party Lender with
respect to such Property or Equipment,including without
limitation,to turn over such Property or Equipment to Third
Party Lender upon request.
3.6 LOSS OF EQUIPMENT
If the Equipment is lost,stolen,destroyed or irreparably
damaged due to any cause,Customer shall promptly notify (c) Customer shall not remove or attempt to remove Property
Brink's in writing of the occurrence. Brink's shall have the right, from the Equipment.
at its option,to retake possession of damaged or destroyed
Equipment.Brink's shall provide replacement Equipment for the (d) Customer understands and agrees that Brink's sole
duration of the Term of the Agreement.Customer shall pay for obligation with respect to Direct Credit is to initiate
the shipping and installation of replacement Equipment,which issuance of credit via ACH to Customer's account at
may include,without limitation,any expenses associated with Customer's Bank in the Amount of the Declared Value and
any additional site preparation for installation. Variances. In no event will Brink's be liable for the delay,
failure,or refusal by Customer's Bank to issue such credit
or any other act or omission of Customer's Bank.
4 CUSTOMER OBLIGATIONS
(a)Customer agrees that the Equipment shall be opened only (e) Customer acknowledges and agrees that Third Party
by Brink's. Lender is advancing funds to Brink's against the Property
(b) Customer shall follow all instructions provided by Brink's for and consents to any such assignment,and that Third Party
use of the Equipment. In the event of Equipment Lender is relying on the representations,warranties and
malfunction,Customer will follow trouble shooting covenants by Customer in order to induce Third Party
instructions in the Documentation. If problems persist Lender to advance against such Property.Customer
Customer will contact the Brink's customer support center agrees to indemnify,hold harmless and defend Brink's
and follow instructions. from and against any and all damages,loss,expenses
(including attorneys'fees),liability or claims,made at any
(c) Customer shall only place Property in a Deposit Bag and time,or presented in any manner by any person or entity
only place Deposit Bags and Property in the Equipment. with respect to the breach of any terms of the
Customer shall not place more than Five Dollars($5.00)of representations,warranties and undertakings in this
coin in a Deposit Bag at any time. Customer shall place a Agreement.Third Party Lender shall be a third party
Deposit Bag in the Equipment promptly after creating a beneficiary of this Agreement.
deposit declaration using Brink's 24SEVEN.
CONFIDENTIAL AND PROPRIETARY Page 3 of 8 Brink's Complete Service Agreement(Rev.2020-07)
DocuSign Envelope ID:F6647202-2426-457A-B4FC-BF3DFCE86738
(f) Customer represents and warrants that the installation site will be communication network outages,pandemics,strikes, lockouts or
prepared for installation as set forth under the Brink's Site Prep other labor disturbances,riots,authority of law,acts of God,fire,
Guidelines by the Scheduled Installation Date. flood,tornado,hurricane,earthquake or other events beyond
Brink's control.
(g)Customer represents that:it is domiciled in,has its principal place(g) Brink's shall not be liable for any Loss caused by civil unrest,
of business in,and is organized under the laws of,a state of the riots,fire,explosion,water damage or hazards and risks
United States or the District of Columbia;it has not dissolved or ordinarily insured against by owners or users of such properties
ceased to do business and has not commenced a proceeding in similar businesses.
under debtor relief laws,and no proceeding under any debtor
relief law has been commenced against Customer;it is not (h) Brink's shall not be liable for any Loss or for non-performance or
affiliated with Brink's;and it is not an agency or branch of any delays of service(or for any cost,expense or liability related
government. thereto)caused by or resulting from:(i)war,hostile or warlike
action in time of peace or war,including action in hindering,
(h)Customer represents that it is entering this Agreement for solely combating or defending against an actual,impending or
business or commercial purposes and that the Services will not be expected attack(A)by any government or sovereign power(de
used for personal,family,or household purposes. jure or de facto),or by any authority maintaining or using military,
naval or air forces,(B)by military,naval or air forces or(C)by an
s• LIABILITY LIMITATIONS AND EXCLUSIONS agent of any such government,power,authority or forces;or(ii)
insurrection,rebellion,revolution,civil war,usurped power,or
(a)Brink's will not be liable for a deposit into the Equipment unless action taken by governmental authority in hindering,combating
made using a sealed Deposit Bag or the Bill Validator. or defending against such an occurrence or confiscation by order
of any government or public authority.
(b) Deposit Bag Property. Failure to submit a Declared Value for a
Deposit Bag shall forfeit any claim(for Direct Credit or otherwise)
by Customer. Brink's count of the Deposit Bags collected from the(i) In no case shall Brink's be liable for any Loss or for non-
Equipment at the time Property is removed by Brink's is binding performance or delays of service(or for any cost,expense or
and conclusive. Brink's shall not be liable for any unexplained shortage of the number of Deposit Bags. Brink's count of the liability related thereto)directly or indirectly caused by,or
Property in each Deposit Bag will be binding and conclusive upon contributed to,or arising from:(i)any chemical,biological,bio-
the parties. Brink's will not be liable for any unexplained shortage chemical or electromagnetic weapon;(ii)the use or operation,
within a Deposit Bag unless:(i)the Deposit Bag does not show as a means for inflicting harm,of any computer,computer
external evidence of tampering at the time of removal of the system,computer software program,malicious code,computer
Deposit Bag from the Equipment by Brink's for transportation;and virus or process or any other electronic system;(iii)ionizing
(ii)the Deposit Bag shows external evidence of tampering at the radiations from or contamination by radioactivity from any
time of processing of the Deposit Bag at the Brink's location(s) nuclear fuel or from any nuclear waste or from the combustion of
where Deposit Bags are processed after removal from the nuclear fuel;(iv)the radioactive,toxic,explosive or other
Equipment. 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
(c) Bill Validator. If Brink's identifies that a particular Service Location radioactive force or matter;or(vi)the radioactive,toxic,
experiences,at Brink's sole discretion,a significant or recurring explosive or other hazardous or contaminating properties of any
Variance in Property inserted via the Bill Validator, Brink's may radioactive matter.The exclusion in this sub-clause(vi)does not
require that an investigation be performed,and Customer agrees extend to radioactive isotopes,other than nuclear fuel,when
to promptly and diligently cooperate with Brink's in determining the such isotopes are being prepared,carried,stored or used for
cause of such Variances;provided, however,such inquiry shall be commercial,agricultural,medical,scientific or other similar
completed by Brink's within ten(10)business days of Brink's initial peaceful purposes.
notification that an investigation is required. If Brink's finds that
any Variance was caused in whole or in part by the criminal acts,
misrepresentation,or fraud of Customer or its Representatives,
the applicable Direct Credit balance will be adjusted based upon G) Brink's shall not be liable for any Loss,liability or expenses
the Actual Value,and Brink's shall be entitled to debit any such directly or indirectly caused,contributed to or occasioned by,
Variance from Customer's bank account. happening through, resulting or arising from or in consequence
of any criminal acts or fraud by Customer,Customer's agents,
employees or any other party.
(d)Customer shall not make deposits which bring the total Property (k) Brink's liability whether as a result of breach of contract,tort,
in the Equipment at any one time in excess of One Hundred indemnity,warranty or otherwise,shall not,under any
Thousand Dollars($100,000.00). Brink's will not issue Direct circumstances,include lost profits,special,incidental,
Credit in excess of this limit. consequential,indirect or punitive losses or damages,interest or
(e) Brink's liability for any of its obligations under this Agreement, attorneys'fees,whether or not caused by the fault or neglect of
including without limitation liability for a Loss,is limited to the Brink's and whether or not Brink's had knowledge that such
lesser of:(i)One Hundred Thousand Dollars($100,000.00);(ii) losses or damages might be incurred.
Customer's Declared Value of Property subject to the Loss;and
(iii)the Actual Value. Notwithstanding the foregoing,Brink's 7• FILING OF CLAIMS: PROOF OF LOSS
liability for Change Orders is limited to the lesser of:(i)Five (a) In the event of any claim by the Customer for a Loss or any
Thousand Dollars($5,000.00);(ii)the actual value of the Loss; other claim pursuant to this Agreement,Customer shall inform
and(iii)Customer's requested value of the Change Order in Brink's as soon as practicable upon discovery and provide
Brink's 24SEVEN. written Notice of claim to Brink's through Brink's 24SEVEN Case
Management,no more than fifteen(15)days after a deposit of
the Property at issue into the Equipment. In the event of any
(f) Brink's shall not be liable for non-performance or delays of service claim pertaining to Change Orders,
caused by internet or
CONFIDENTIAL AND PROPRIETARY Page 4 of 8 Brink's Complete Service Agreement(Rev.2020-07)
DocuSign Envelope ID:F6647202-2426-457A-B4FC-BF3DFCE86738
Customer shall notify Brink's via Brink's 24SEVEN Case (iii) Upon written Notice to Customer,terminate this
Management of any discrepancy in a Change Order Agreement or a particular Equipment Term associated with
within one(1)business day of delivery.Customer shall the breach or default.
promptly verify the Actual Value of all Deposit Bags and (c) If Customer Variances exceed any"Variance Thresholds,"as
Change Orders,as applicable,in Brink's 24SEVEN. defined in the Rate Sheet,Brink's shall have the right,at its sole
Unless such Notice is given by Customer through discretion,to suspend or terminate this Agreement or the Direct
Brink's 24SEVEN and within the time prescribed by Credit service with no further notice to the Customer.
this paragraph,Brink's shall not be liable to Customer
for any claim made pursuant to this Agreement and
Customer shall be deemed to have expressly waived (d) After two failed attempts,if Brink's is unable to access the
any such claim. Equipment,for any reason whatsoever, Brink's shall have the
right,at its sole discretion,to suspend or terminate the Services
immediately.
(b) Customer shall utilize Brink's 24SEVEN to record and (e) Notwithstanding the foregoing, Brink's may terminate this
track all Property placed in the Equipment and shall Agreement without any notice if it determines,in its sole
promptly and diligently assist Brink's in the investigation of discretion,that Customer is"structuring"its deposits in order to
any Loss or suspected Loss,including,but not limited to, avoid triggering regulatory reporting obligations of Brink's or any
providing any supplemental records maintained by other entity.
Customer to track Property placed in the Equipment.
Customer shall mitigate its damages in connection with 10 EARLY TERMINATION BY CUSTOMER
any Loss. (a) If Customer terminates an Equipment Term within the first thirty
(30)months of this Agreement,without cause,Customer
(c) No action,suit or other proceeding to recover for any such agrees to pay Brink's,as liquidated damages and not as a
Loss shall be brought against Brink's unless Notice has penalty,the remaining balance of the Fees to be paid by
been given to Brink's pursuant to Section 7(a),and such Customer during the remaining portion of the applicable
action,suit or proceeding is commenced within twelve Equipment Term. If Customer terminates an Equipment Term
(12)months after the Property was deposited into the after the first thirty(30)months of this Agreement,but before
Equipment. expiration of the applicable Equipment Term,without cause,
$ DEFAULT BY BRINK'S Customer agrees to pay Brink's,as liquidated damages and not
as a penalty,ten percent(10/o)of the remaining Fees to be
Customer shall be entitled to terminate a particular Equipment paid by Customer during the remaining portion of the applicable
Term in the event of a material breach by Brink's of this Equipment Term.Customer shall also pay all expenses
Agreement with respect to that Equipment, provided such associated with the removal and return of the Equipment to
breach continues for a period of thirty(30)days after Brink's Brink's. Said termination Fees provided in this section shall be
receipt of written Notice from Customer specifying the nature of in addition to all Fees due to Brink's for Services already
such breach. If such breach is corrected within the applicable provided.
Notice period,then such Equipment Term shall continue in full
force and effect.Any termination by Customer in accordance
with this Section 8 shall have no effect on and shall not (b) Notwithstanding the foregoing,upon thirty(30)days prior
terminate any other Equipment Term hereunder nor any other written Notice:
existing agreement between Brink's and Customer.
(i) In the event a Service Location is closed,Customer shall,
with Brink's written consent,have the right to relocate
9. DEFAULT BY CUSTOMER Equipment to a different Customer location within the
Brink's service area,and Customer shall pay the cost of
(a)A material breach by Customer of this Agreement shall be removal,transportation and re-installation of the
considered an event of default("Event of Default")with Equipment. In the event of such an Equipment move,
respect to the affected Equipment,provided such breach Fees will be abated for no more than one month and the
continues for a period of thirty(30)days after Customer's Equipment Term for such Equipment will be extended for
receipt of written Notice from Brink's specifying the nature of one month.
such breach. Notwithstanding the.foregoing,if the breach at
issue is non-payment for Services,such an Event of Default
must be cured and payment made for all outstanding sums (ii) If Customer sells its business at any Service Location to
due within five(5)days of written Notice.The foregoing shall a third party,and said third party enters into a Brink's
not limit Brink's from pursuing any additional remedies under Complete Services Agreement with Brink's within such
Section 9(b). 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
(b) Upon the occurrence of any Event of Default,Brink's may than payment for Services already provided.
exercise any one or more of the following
(i) Require Customer,at Customer's sole cost and
expense,to return any and all of the Equipment in (c) Upon the occurrence of any event of termination relating to a
accordance with Section 3.4,or Brink's,at its option, specific Equipment pursuant to this section,this Agreement
may enter the Service Location,and repossess and shall remain in full force and effect to cover the remaining
remove the Equipment; Equipment.
(ii) Declare immediately due and payable all Fees for 11 EARLY TERMINATION BY CUSTOMER
Services provided under this Agreement,all costs Brink's may terminate this Agreement or an Equipment Term as
associated with the removal,storage,and shipment of described in Section 9.Additionally,if Brink's is required by any
the Equipment,and early termination Fees under court of law or governmental agency to cease operating,cease
Section 10; providing Services,or recall the Equipment or(ii)if any other
art is deemed to have rights in the
party 9
CONFIDENTIAL AND PROPRIETARY Page 5 of 8 Brink's Complete Service Agreement(Rev.2020-07)
DocuSign Envelope ID: F6647202-2426-457A-B4FC-BF3DFCE86738
Equipment other than Brink's and Customer,then Brink's shall Q) Notwithstanding any other provisions of this Agreement,if
also have the right to terminate this Agreement without any a breach by either party of the provisions of this
penalty,provided Brink's has given Customer thirty(30)days prior Agreement that may cause the other party irreparable
written notice of its decision to terminate and Brink's arranges,at damage for which recovery of money damages would be
its sole cost and expense,for the pick-up and return of the inadequate,either party shall be entitled to seek timely
Equipment.Customer shall permit Brink's to obtain possession of injunctive or other equitable relief from a court with
the Equipment.Such expenses are limited to the removal of the competent jurisdiction,to protect its rights under this
Equipment from Customer's premises and will in no case cover the Agreement.
cost of returning Customer's premises to its original state(except
for damages caused by Brink's negligence in performing such
removal).
12 MISCELLANEOUS.
(a) Brink's Service obligations under this Agreement may be
met by Brink's, its authorized contractors or authorized
agents(together,"Contractors").Contractors and Thirty
Party Lender shall be entitled to the benefit of every
limitation and defense to which Brink's is entitled hereunder.
(b) All"Notices"under this Agreement shall be in writing and
shall be deemed given to the other party immediately upon
the receipt date of a delivery service. 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 in writing.Notice to Brink's shall also be sent to
Brink's 24SEVEN Case Management.
(c) Customer hereby consents to the use and disclosure of
certain Customer information by Brink's for compliance
purposes.
(d) Each party agrees to comply with all applicable laws,rules
and regulations in the performance of its obligations
hereunder.
(e) The illegality or invalidity of any term,clause or provision of
this Agreement shall not affect or invalidate the remainder of
this Agreement.
(f) This Agreement,including the exhibits and appendices,
constitutes the entire agreement and understanding
between Customer and Brink's with respect to the Services.
This Agreement supersedes any prior agreement or
understanding between the parties pertaining to the
Services.Except with respect to Fees and the addition of
Service Locations,this Agreement may be altered,amended
or superseded only in writing signed by the parties.
(g) Customer will not assign this Agreement without the prior
written consent of Brink's.
(h) 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,shall be governed in all respects by,and
construed in accordance with,the laws of the State of
Delaware,without regard to the conflicts of laws and
principles thereof.
(i) 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.
CONFIDENTIAL AND PROPRIETARY Page 6 of 8 Brink's Complete Service Agreement(Rev.2020-07)
DocuSign Envelope ID: F6647202-2426-457A-B4FC-BF3DFCE86738
Appendix B
BRINK'S COMPLETE RATE SHEET
Connectivity Brink's 24SEVEN Direct Credit
Cellular Included Included
Pricing
1. Subscription Fees.The Subscription Tier,as set forth below,means the Customer's monthly Direct Credit limit for
deposits of Property into the applicable Equipment model and is calculated based on an estimated monthly average of
deposit amounts across Services Locations with the applicable Equipment model.The maximum amount of a Change
Order that Customer may request is$5,000.00. If Customer elects to receive Brink's Change Orders under this
Agreement,Customer acknowledges and agrees that it is requesting a monthly line of credit for Change Orders of
$25,000 per Service Location.
Subscription Tier Monthly Subscription Rate Brink's Change Or rs
per Equipment
One Change Order per Week $56.00/month
$200000.00 $463.00
Additional Change Order per $25.00
2. Additional Fees
a. Additional Service Fees Per Instance.
Repeat Install Trip $150.00
De-install Trip $150.00
Shipping Fee $150.00
Unscheduled Trip(Customer requested) $300.00
Repair Trip(pursuant to Appendix A,Sec.3.2) $150/hour excluding
b• Excess Deposit Fees.In the event Customer's total deposits across all Service Locations within one month exceed the Line of Credit Limit,
Customer shall be responsible for payment of an Excess Deposit Fee which shall be charged at a rate of$0.12 per$100 over the Line of Credit
Limit.Brink's reserves the right to adjust the Customer's Subscription Tier in the event Customer exceeds its Line of Credit Limit four(4)times or
more in any six(6)month period. "Line of Credit Limit"is defined as the sum of(i)the number of units of each Equipment model provided to
Customer under this Agreement multiplied by(ii)the applicable Subscription Tier of that Equipment model.
C. Variance Fees.Brink's will charge a$30.00 Fee for each Variance of$25.00 or more. Additionally,Brink's may suspend or terminate this
Agreement,a Service Location,or the Direct Credit service,immediately and without any further notice,upon the occurrence of any of the
following,which shall all be defined as a"Variance Threshold":
(a) A Service Location exceeds three(3)Variances of$25.00 or more in any twelve(12)month period;
(b) A Service Location exceeds twenty(20)Variances,regardless of size,in any twelve(12)month period;or
(c) A Service Location has Variances which total$250.00 or more in any twelve(12)month period.
Remedies under this subsection apply whether Declared Values of a Deposit Bag are understated or overstated.
d, Direct Credit Interest Rates.Brink's shall not charge the Customer interest on Direct Credit balances unless such balances remain unpaid thirty
(30)days following the date of the original draw against Customer's monthly line of credit. Unpaid Direct Credit balances are subject to interest at a
rate of.66%per month but in no case above the maximum rate allowed by law.
e. Storage Fees.In the event Customer fails to make a Service Location available for Equipment installation by the Scheduled Installation Date,then
Customer will pay a storage fee of$10 per day per Equipment unit.If Customer renovates a Service Location and requests that Brink's store the
Equipment off-site from that Location,Customer will pay a storage fee of$10 per day per Equipment unit,plus de-installation,shipping,re-
installation,and,if applicable,rush fees.
f. Rush Fee.Expedited installation requested by the Customer and not caused by a Brink's delay,with less than thirty(30)days'notice to Brink's,with
the exception of de-Installation which is ten(10)days prior notice to Brink's,is$799.00 per Equipment unit plus expedited shipping fees(if
applicable).
CONFIDENTIAL AND PROPRIETARY Page 7 of 8 Brink's Complete Service Agreement(Rev.2020-07)
DocuSign Envelope ID:F6647202-2426-457A-B4FC-BF3DFCE86738
Service Locations
Storell D' ORDERS?CHANGE
AAA123 Brink's Complete-B-Safe 100 SYMPHONY WAY ELGIN, SCHAUUMBURG Y
IL 60120-5589
AAA123 Brink's Complete-B-Safe 1250 BOWES CREEK RD SCHAUMBURG Y
ELGIN,IL 60124-3131
AAA123 Brink's Complete-B-Safe 875 SPORTS WAY ELGIN, IL SCHAUMBURG Y
60123-7106
CECM04 Brink's Complete-B-Safe 150 DEXTER CT ELGIN, IL SCHAUMBURG Y
60120-5527
CONFIDENTIAL AND PROPRIETARY Page 8 of 8 Brink's Complete Service Agreement(Rev.2020-07)