HomeMy WebLinkAbout101512_ca02Department of Public Works
Consent Agenda
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Jefferson County
Board of Commissioners
Agenda Request
To: Board of Commissioners
Philip Morley, County Administrator
From: Frank Gifford, Public Works Director ~~
Agenda Date: October 15, 2012
Subject: Courier Security Services/ Contract Loomis Armored US, LLC
Statement of Issue:
Jefferson County Solid Waste requires transportation of currency from the Solid Waste
Disposal Facility to the Bank of America.
Analysis/Strategic Goals/Pro's & Con's:
This contract addresses the county goals to provide effective and efficient government and
responsible stewardship of county funds. This service provides a safe working environment for
County employees and protects county funds.
Fiscal Impact/Cost Benefit Analysis:
Estimated Budget impact is Four Thousand and Four Hundred Dollars ($4,400) per year. The
term of the contract is two years. This item was approved in the 2012 Solid Waste Fund
budget.
Recommendation:
Approve and sign all three attached originals of the Agreement and return two originals to
Public works.
Department Contact:
Dennis Bates, Solid Waste Operations Coordinator
(360)385.0404
Reviewed By:
-->
~~ / / ~~
'PtSilip Morl~y;;Eounty Admini rator Date
SERVICE AGREEMENT
The following paragraphs of this Service Agreement (the "Agreement") outline the agreements and understandings by and
between
LOOMIS ARMORED US, LLC JEFFERSON COUNTY SOLID WASTE
("LOOMIS") and ("CUSTOMER")
a Texas Limited Liability Company P O BOX 2070
with offices at: Port Townsend, WA 98368
2500 City West Blvd. Ste. 900,
Houston, TX 77042
This Agreement expresses and outlines the services, roles, and responsibilities of the parties. If additional locations are
added to the scope of this Agreement, consistent terms and services will be maintained. These promises for such
services and their related payments form the basis of this Agreement, made this 1St day of October 2012.
Term: Service will begin on the 1St day of October and shall continue for a period of two (2) year(s). At the expiration of
this .Agreement, this Agreement shall automatically be extended for successive like term periods unless terminated by
either-.party on sixty (60) days written notice. prior to the next anniversary .date. CUSTOMER agrees that LOOMIS is the
exclusive provider for these services for the facilities contained herein. Except as otherwise provided in this Agreement, it
is expressly understood and agreed that this Agreement contains no provision for early termination in whole or part. Either
party may terminate this Agreement within 5 days written notice in the event of bankruptcy, or insolvency of the other
party. Loomis may terminate this Agreement with 30 days written notice in the event of a material reduction or cancellation
of insurance.
CUSTOMER and LOOMIS agree to the following:
Schedule for Services: Conjunctive, sequential, on route pickup and delivery of items at the following location(s) to/from
CUSTOMER's designated, mutually agreed-upon location(s):
LOOMIS MAXIMUM LIABILITY BANKING SERVICE FEE for
BRANCH UNIT # /LOCATION COVERAGE INSTITUTION FREQUENCY SERVICE
1680 Jefferson County Solid Waste $100,000 per shipment Bank of America 3 per week 351.05 per month
325 County Landfill RD Port Townsend Branch (Mon, Wed and Fri )
Port Townsend, WA 98368
Waiting Time: In the event the CUSTOMER requires additional time and LOOMIS agrees to stay, a charge of $3.99 per
one (1) minute will be assessed after the first fifteen (15) minutes. Over fifteen (15) minutes, LOOMIS may elect to depart
from the CUSTOMER'S location. Should LOOMIS be requested to return, the pick-up will be rescheduled as a Special
Pick-up and will be charged. at an agreed to fee prior to rendering service.
Research, Special Request and Supply Fee: A fee of $75.00 per hour will be charged for research of LOOMIS'
documents or receipts that have aged over sixty (60) days, unless it is determined to be solely an error of LOOMIS or the
development at CUSTOMER's request custom reports or CUSTOMER special requests outside the scope of normal
services referenced in Section 1. Supplies provided by LOOMIS to CUSTOMER will be charged back to CUSTOMER at
LOOMIS current cost plus 1 %.
Revised: 2012 Version 1 CONFIDENTIAL Page 1
Excess Item Handling: A fee of $1.30 per item is added when the number of items or containers exceed 7 items per
shipment.
Holiday Service Fee: A fee of $98.51 will be charged for the service provided on those Holidays as listed in Section 11. If
service day falls on a holiday Loomis will service the next day at no additional charge.
Excess Liability: A fee of $.41 per $1,000 or fraction thereof for any amounts which exceed the Liability Coverage per
Shipment Amount.
Insurance Fee: A fee of 7% will be assessed to all services provided within this Agreement. (Waived)
New Account Setua Fee: $50 (Waived)
CUSTOMER does not desire this Excess Liability Coverage, CUSTOMER must decline Excess Liability Coverage
by initialing the box below:
Decline
Reconstruction .Obligations:
As explained in Section 7(c), of the Terms and Conditions, CUSTOMER has certain obligations regarding reconstruction
of lost, damaged, destroyed checks or other events or items that provide an audit trail. If CUSTOMER prefers to opt-out
of these reconstruction obligations, CUSTOMER must decline by initialing the box below.
Decline
If CUSTOMER does NOT agree to reconstruction obligations or cannot meet its reconstruction obligations contained
within Section 7(c), LOOMIS' liability for all checks contained within the shipment is limited to Ten Thousand Dollars
($10,000.) regardless of the face value of the checks in shipment.
Revised: 2012 Version 1 CONFIDENTIAL Page 2
TERMS AND CONDITIONS
1. Service: LOOMIS agrees to pick up, receive from,
and/or deliver to CUSTOMER, or any designated agent,
securely sealed or locked shipments which may contain
any or all of the following: currency, coin, checks,
securities, or other valuables. If the shipment
container(s) does not appear to be securely locked or
sealed, LOOMIS reserves the right to refuse to accept
such container(s) and will not receive said container(s)
from the CUSTOMER or its designated agent. If
LOOMIS accepts sealed container(s), LOOMIS will give
CUSTOMER a receipt for said sealed container(s),
transport and deliver such sealed container(s) to the
consignee designated by the CUSTOMER. CUSTOMER
agrees that it will not conceal or misrepresent any
material fact or circumstances concerning the property
delivered to LOOMIS pursuant to this Agreement. The
fee payable by CUSTOMER to LOOMIS is based upon
the agreed upon liability limit(s) and level(s) of service
provided by LOOMIS as stated in this Agreement. If
additional or special services are required, CUSTOMER
and LOOMIS agree to negotiate fees for these other
services. Before these other services commence, a
written amendment -will be attached to this Agreement
confirming these additional services. If other services are
provided prior to the execution of a written amendment,
the fees to be charged will be the standard fees quoted
for such service by LOOMIS.
2. Billing and Payment: CUSTOMER agrees to pay
LOOMIS within thirty (30) days. of receipt of invoices
which shall include any applicable federal, state or local
taxes. In addition, LOOMIS may, at its discretion, impose
a service charge of one and one-half percent (1.5%) per
month or eighteen percent (18%) per annum or such
lesser rate as may be required by law, of the amount
unpaid by CUSTOMER, as is due and payable to
LOOMIS on all invoices not paid in full by invoice due
date. CUSTOMER further agrees that undisputed
portions of any invoice shall be remitted to LOOMIS in
accordance with normal payment terms. However,
should CUSTOMER fail to pay any undisputed amounts
within thirty (30) days of the invoice date, LOOMIS may,
at its sole option, terminate this Agreement upon ten (10)
days written notice to CUSTOMER. CUSTOMER agrees
to notify LOOMIS of dispute(s) arising from any invoice
within thirty (30) days after such invoice has been
presented to CUSTOMER, or else such claim shall be
deemed waived. All amounts due hereunder shall be
paid by cash, check or ACH unless otherwise agreed on
the signature page of this Agreement.
3. Rate Adjustment: LOOMIS shall annually increase
the service fee(s) based upon the year to year changes
in the. Consumer Price Index (CPI) or other applicable
economic factor(s).
To account for future movements in the price of diesel
fuel, up and down, LOOMIS will henceforth adjust the
monthly fuel fee based on U.S. average diesel prices as
measured and published by the Department of Energy
(VW1IW.EIA.DOE.GOV). LOOMIS' established baseline
is $1.31. Any cost above the $1.31 baseline cost will be
adjusted on a monthly basis by 0:5°to on price
movements of 10 cents per gallon (i.e. if diesel prices
rise to $1.41, the corresponding fuel fee is increased by
0.5%). Each party will be able to monitor and keep track
of the adjustments easily. The fuel fee rate change
reflected on the invoice will be based on national
average diesel prices published on the Department of
Energy Website. The calculation is the average of the
national prices for the first four Mondays of the month
rounded to the next cent. The table is for reference only
and as such, does not reflect the maximum rate which
might be assessed.
Minimum Maximum Per Gallon Fee (%)
4.91 5.00 .10 18.00%
4.81 4.90 .10 17.50%
4.71 4.80 .10 17.00%
4.61 4.70 .10 16.50%
4.51 4.60 .10 16.00%
4.41 4.50 .10 15.50%
4.31 4.40 .10 15.00%
4.21 4.30 .10 14.50%
4.11 4.20 .10 14.00%
4.01- 4.10 .10 13.50°l0
3.91 4:00 .10 13.00%
-3.81 3.90 .10 1.2.50%
3.71 3.80 .10 12.00%
3.61 3.70 .10 11.50%
3.51 3.60 .10 1.1.00%
3.41 3.50 .10 10.50%
3.31 3.40 .10 10.00%
3.21 3.30 .10 9.50%
3.11 3.20 .10 .00%
3.01 3.10 .10 .50°l0
2.91 3.00 .10 .00%
2.81 2.90 .10 .50%
2.71 2.80 .10 .00%
2.61 2.70 .10 .50%
2.51 2.60 .10 .00%
2.41 2.50 .10 5.50%
2.31 2.40 .10 5.00%
2.21 2.30 .10 .50%
Revised: 2012 Version 1 CONFIDENTIAL Page 3
2.11 2.20 .10 .00%
2.01 2.10 .10 .50%
1.91 2.00 .10 .00%
1.81 1.90 .10 .50%
1.71 1.80 .10 .00%
1.61 1.70 .10 1.50%
1.51 1.60 .10 1.00%
1.41 1.50 .10 .50%
1.31 1.40 .10 .00%
3a. LOOMIS reserves the right in times of global
economic downturn or due to changes in regulatory
obligations to renegotiate rates and fees in good faith
with customer. In the event that CUSTOMER refuses to
consent to such adjustment(s) or fee(s), LOOMIS shall
have the right to terminate this Agreement upon thirty
(30) days written notice to CUSTOMER.
4. Liabili : LOOMIS agrees to assume the liability for
any loss, according to the terms of this Agreement of the
securely sealed containers} from the time LOOMIS
signs for and receives physical custody of the sealed
container(s). LOOMIS' responsibility terminates when
the CUSTOMER or its designated consignee takes
physical possession of the sealed container(s) and signs
LOOMIS' receipt. If it is impossible. to complete the
delivery, LOOMIS shall be responsible for any loss until
the sealed containers} is returned to the CUSTOMER or
its designated agent and a signed receipt obtained.
While the sealed container(s) is stored in the
CUSTOMER'S premises, LOOMIS does not assume the
liability for any loss. If CUSTOMER conceals or
misrepresents any material fact or circumstance
concerning the property or container, or the contents
thereof, LOOMIS will have no liability for any loss in any
way related to such fact or circumstance. LOOMIS
reserves the right to take any and all action as may be
reasonably necessary to prevent money laundering to
the extent permitted under law or as may be required by
any regulatory body that may exert a right of control over
LOOMIS.
UNDER NO CIRCUMSTANCES WILL LOOMIS BE
LIABLE TO THE OTHER PARTY FOR LOST PROFITS
OR FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, PUNITIVE OR
EXEMPLARY DAMAGES ARISING FROM THE
SUBJECT MATTER OR SERVICES OF THIS
AGREEMENT, REGARDLESS OF .THE TYPE OF
CLAIM AND .EVEN IF THAT PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
SUCH AS, BUT NOT LIMITED TO LOSS OF
REVENUE, LOSS OF INTEREST, LOST. DATA, DATA
TRANSPORATION OR TRANSMISSION ERROR OR
ANTICIPATED PROFITS OR LOST BUSINESS.
EXCEPT FOR THE CARGO LIABILITY SPECIFIED
WITHIN SECTION 4, IN NO EVENT SHALL LOOMIS'
LIABILITY TO CUSTOMER ARISING OUT OF THIS
AGREEM-ENT EXCEED THE AMOUNT
REPRESENTED BY THAT PORTION OF THE
SERVICE CHARGE CONTAINED HEREIN FOR THE
SERVICE(S) PAID BY CUSTOMER FOR SUCH
SERVICES.
5. Excess Liability: The following terms will apply if
CUSTOMER did not decline excess liability coverage on
the signature page. If LOOMIS shall accept tender of a
shipment in excess of the Liability Coverage per
Shipment Amount, CUSTOMER agrees to pay LOOMIS
the excess liability fee set forth on the signature page.
CUSTOMER, by paying this additional fee, will obtain
full dollar coverage of any or all losses, subject to
the other provisions of this Agreement. If
CUSTOMER declines Excess Liability Coverage,
liabilities covered under this Agreement are limited
to the Liability Coverage per Shipment Amount.
6. Indemnity: CUSTOMER agrees to indemnify,
defend and hold harmless. LOOMIS from all claims,
costs or expenses arising out of any third party's
threatened or actual claim, suit, demand, garnishment or
seizure of any funds or property provided by
CUSTOMER hereunder that is in LOOMIS' custody due
to a claim, demand or suit against CUSTOMER by such
third party or through governmental seizure. LOOMIS
agrees to give CUSTOMER prompt notice of any such
claim, suit, demand or seizure and to provide
CUSTOMER reasonable cooperation on the defense.
7. Claim Procedures: The following provisions shall
control. in the event of any loss or claim, notwithstanding
anything to the contrary contained in this Agreement:
a) In the event of a loss, CUSTOMER
agrees to notify LOOMIS in writing within four (4)
calendar days after the loss is discovered or should have.
been discovered in the exercise of due care.
CUSTOMER agrees that any loss shall be reported by
CUSTOMER to LOOMIS within forty-five (45) days after
the pick-up by LOOMIS of the securely sealed container
in connection with which the loss is asserted. Unless
such notice has been received by LOOMIS within this
forty-five (45) day period, such claim shall be deemed
waived and released by the CUSTOMER. It is agreed
that both parties will work together to determine the
extent of the loss, and if possible, the cause of loss.
b) The sole liability of LOOMIS (except as
stated in this Agreement) in the event of a loss, from
whatever cause, shall be subject to the Liability
Coverage per Shipment Amount set forth in this
Agreement or the Excess Liability Coverage, if not
declined by the CUSTOMER.
c) Unless CUSTOMER has opted-out of its
reconstruction obligations in writing above, CUSTOMER
shall retain sufficient information to allow reconstruction
Revised: 2012 Version 1 CONFIDENTIAL
Page 4
of item(s) in the event of a loss. In addition,
CUSTOMER agrees it will cooperate and assist in
reconstructing lost, damaged, or destroyed items
constituting a part of any loss. LOOMIS' liability, unless
otherwise stated in this Agreement, shall be the payment
to the CUSTOMER for the reasonable costs necessary
to reconstruct the item(s), any necessary cost because
of stop-payment procedures or reasonable costs
associated .with CUSTOMER providing information and
assistance with recovery of loss. The term
"Reconstruction" is defined to mean the identification of
the item(s) only to the extent of determining the face
amount of said item(s) and the identity of the maker or
endorser of each or providing audit trail, foreign or
internal network information, data, customer information
or other relevant information to allow Loomis to recover
any and/or all item(s) or cash associated with loss.
CUSTOMER agrees in the event of a loss, that any
liability of LOOMIS shall be reduced by the face value of
reconstructed or recovered item(s).
d) Upon the request of LOOMIS, CUSTOMER
will furnish a proof of loss. to LOOMIS or its insurance
carrier. Once reimbursement has been made to
CUSTOMER, LOOMIS and its insurer shall receive any
and all of the CUSTOMER'S rights and remedies of
recovery.
8. Limitations & Force Maieure:
a) The CUSTOMER agrees that LOOMIS will not be
liable for any loss or damage caused by or resulting from
shortages claimed in the contents of the sealed or
locked shipment(s), for non-performance or delays, or
for the breakage of statuary, marble, glassware, bric-a-
brac, porcelains and similar fragile articles. Likewise,
LOOMIS shall not be liable to CUSTOMER for failure to
render service if in LOOMIS' judgment the same may
endanger the safety of CUSTOMER'S property or
personnel or LOOMIS' vehicles or employees.
b) It is further agreed that LOOMIS shall not be held
accountable or liable for any damages or losses, caused
by or resulting from illegal or fraudulent acts of
CUSTOMER's employees, agents, representatives, or
third-party contractors.
c) CUSTOMER agrees that LOOMIS shall not have
any liability for losses of any documentation carried by
LOOMIS at CUSTOMER's request without
compensation.
d) CUSTOMER expressly understands and accepts
that ownership (title) to cash transported or stored by
LOOMIS shall never transfer to LOOMIS.
e) It is further agreed LOOMIS shall not be held
accountable or liable for any damages or losses,
whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote, or be in
whole or in part caused by, contributed to, or aggravated
by the peril(s) for which liability is assumed by LOOMIS,
resulting from:
(i) Hostile or warlike action in time of peace or
war, including action hindering, combating
or defending against an actual, impending
or expected attack; (1) by any government
or sovereign power (de jure or de facto) or
by any authority maintaining or using
military, naval or air forces; or (2) by
military, naval or air forces; or (3) by any
agent of any such government, power
authority or forces.
(ii) Nuclear reaction, nuclear radiation,
radioactive contamination or any weapon of
war employing atomic fission or radioactive
force whether in time of peace or war.
(iii) Insurrection, rebellion, revolution, terrorist
act, civil war, usurped power, or action
taken by governmental authority in
hindering, combating or defending against
such an occurrence; seizure or destruction.
under quarantine or customs regulations;
confiscation by order of any governmental
or public authority; or risks of contraband or
illegal transportation or trade.
(iv) Acts of God, strikes, labor disturbances,
impostor pick-up or deliveries, or other
conditions or circumstances .beyond
LOOMIS' reasonable control.
9. Disautes: CUSTOMER and LOOMIS agree that
except for non payment of services, any. controversy or
claim, including any claim of misrepresentation, arising
out of or related to this Agreement, or the furnishing of
any service by LOOMIS to CUSTOMER, shall be settled
by arbitration under the then current rules of the
American Arbitration Association. The arbitrator shall be
chosen from a panel of persons knowledgeable in the
fields of financial institution security operations and
armored car services. CUSTOMER and LOOMIS agree
to equally share in the cost and fees of this resolution
process. The decision and award of the arbitrator shall
be final, unappealable and binding. Judgment upon the
award so rendered may be entered in any court having
jurisdiction thereof. Any arbitration hereunder shall be
held in Houston, Texas.
10. Container -Value Limitation: CUSTOMER
acknowledges and agrees that the maximum value
which LOOMIS will transport in any individual container
will not exceed two hundred fifty thousand dollars
($250,000). If the total value of a shipment which
CUSTOMER seeks to tender to LOOMIS exceeds. two
hundred fifty thousand dollars ($250,000), such
shipment must be broken down into separate shipment
containers of two hundred fifty thousand dollars
($250,000) or less.
Revised: 2012 Version 1 CONFIDENTIAL Page 5
11. Holiday Service: LOOMIS agrees to provide service
as stated in the Agreement with the following holiday
exceptions: New Year's Day, Martin Luther King Day,
President's Day, Memorial Day, Independence Day,
Labor Day, Veterans Day, Columbus Day, Thanksgiving
Day, Christmas Day, federal banking and any local
applicable observed holiday. Charges for service on
such days will be as stated upon page 1 of this
Agreement, excluding Christmas Day. LOOMIS will not
provide Christmas Day service.
12. Specials: Unscheduled pickups or deliveries are
available under the same conditions and provisions of
this Agreement. Prices are quoted upon request.
13. Excess Liability Coverage: LOOMIS reserves the
right to refuse tender of a shipment in excess of the
Liability Coverage per Shipment Amount as set forth in
this Agreement.
14. Confidentiality: Each party receiving information
(the "Receiving Party") undertakes to retain in
confidence the terms of this Agreement and all other
non-public information, technology, materials and know-
how of the other party disclosed or acquired by the
Receiving Party pursuant to or in connection with this
Agreement which is either designated as proprietary
and/or confidential or, by the nature of the circumstances
surrounding disclosure, ought in good faith to be treated
as proprietary and/or confidential ("Confidential
Information"). Neither party shall use any
Confidential Information with respect to which it is the
Receiving Party for any purpose other than to carry out
the activities contemplated by this Agreement. Each
party agrees to use commercially reasonable efforts to
protect Confidential Information of the other party, and in
any event, to take precautions at least as great as those
taken to protect its own confidential information of a
similar nature. Each party shall also notify the other
promptly in writing in the event such party learns of any
unauthorized use or disclosure of any Confidential
Information that it has received from the other party, and
will cooperate in good faith to remedy such occurrence
to the extent reasonably possible.
15. Entire Agreement: This Agreement: (a) shall be
governed by and construed in accordance with the laws
of the State of Texas without reference to conflict of laws
principles; (b) constitutes the entire Agreement and
understanding of the parties with respect to its subject
matter, except that the terms of any Agreement
regarding confidential information of the parties shall be
deemed to be a part of this Agreement; (c) and the terms
and conditions including fees set forth in it shall be
treated as confidential information; (d) is not for the
benefit of any third party; (e) may not be amended
except by a written instrument signed by both
CUSTOMER and LOOMIS; (f) may not be assigned by
CUSTOMER without LOOMIS' prior written consent; (g)
may be assigned by LOOMIS, provided that LOOMIS
shall furnish written notice of such assignment. to
CUSTOMER; (h) shall be binding upon any assignees,
and defined terms used in this Agreement to apply to
either party shall be construed to refer to such party's
assignee; (i) is the product of negotiation; (j) is subject to
a contractually agreed one (1) year statute of limitations
on all claims or the minimum allowable by applicable
law; (k)shall not be deemed to have been drafted by
either party; (I) may be executed in multiple
counterparts, all of the same Agreement which- when
taken together shall constitute one and the same
instrument; (m) contains article and section headings
which are for convenience of reference only and which
shall not be deemed to alter or affect the meaning or
interpretation of any provision of this Agreement; (n)
does not make either party the agent, fiduciary or partner
of the other; (o) does not grant either party any authority
to bind the other to any legal obligation; (p) does not
intend to nor grant any rights to any third party. and (q)
shall remain valid and enforceable despite the holding of
any specific provision to be invalid. or unenforceable,
except for such specific provision. The waiver by either
party of any rights arising out of this Agreement shall not
cause a waiver of any other rights under this Agreement,
at law or in equity. Any and all correspondence
regarding this Agreement shall be delivered via certified
mail (return receipt requested) or verifiable third-party
courier (return- receipt requested).
The undersigned individual, executing this Agreement on
behalf of the CUSTOMER acknowledges, accepts and
understands that the Services are provided by LOOMIS
under the terms of this Agreement, which CUSTOMER
hereby acknowledges receiving, and further represents
that he or she has the authority to sign this Agreement
on behalf of, and to bind, CUSTOMER.
Revised: 2012 Version 1 CONFIDENTIAL Page 6
LOOMIS ~
By
Printed Name ~ r-~ 1~~~~n~-~
Title ~ `~~' r i L~ ~~G~ V1C~9~If'^'
Executed by the Contractor ®~ ~` ~ , 2012
LOOMIS
By:~~.
~~ ~ t 1 ~----~
State of Washi on, Contractor Registration Number
SEAL: COUNTY OF JEFFERSON
BOARD OF COMMISSIONERS
John Austin, Chair
Phil Johnson, Member
David W. Sullivan, Member
ATTEST:
Erin Lundgren, Clerk of the Board
Approved as to orm only this
of ~, 2012_.
David Alvarez
Deputy Prosecuting Attorney
,.~,~ /' 9' ~ 7~
Frank Gifford Date
Public Works irector
Revised: 2012 Version 1 CONFIDENTIAL Page 7