In consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement (Plan), the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
- Services Provided (If Applicable)
For the considerations and covenants specified and subject to the terms in this Agreement, COMPANY A agrees to provide services consisting of repairing, servicing, and maintaining in good operative condition the equipment listed within this proposal. In exchange for services, you agree to pay the minimum monthly amount listed in this proposal. In Premium AMPs, Labor, Travel and Parts are included in monthly fees for repair of damage due to normal wear and tear.
Repairs for damage outside the scope of normal wear and tear, including vandalism, abuse, or acts of God shall not be considered Services under this Agreement. Repairs for damage so caused is not included in the fees listed within and will be billed as incurred at a rate of $135.00 per hour for security equipment and/or $260.00 per hour for ATMs/TCRs, for time and expenses. Any services to be performed under this paragraph shall be agreed upon by you prior to COMPANY A commencing any work.
COMPANY A will perform the services during normal working hours, which shall mean 7:30 am to 6:00 pm Monday through Sunday. In addition, COMPANY A will be available 24 hours a day, 7 days a week to perform services at times other than normal working hours upon request (“Emergency Services”). Emergency Services will be billed at a rate of $202.50 per hour for security equipment and/or $390.00 per hour for ATMs/TCRs. Emergency Service requests will be performed as soon as reasonably possible based on your circumstances. Emergency cash replenishments will be subject to a $250.00 fee per trip, per ATM. Emergency Branch Service will be subject to a $275.00 fee per trip.
- Terms of Agreement/Termination.
This agreement will begin on the effective date and remain in full force and effect for an initial term of one (1) year. Thereafter, the agreement shall automatically renew for successive one (1) year terms unless either party sends written notice of non-renewal at least thirty (30) days before the expiration of the then current term.
In the event you reasonably and in good faith determine the services rendered by COMPANY A to be unsatisfactory, you may terminate the agreement, without obligation for any early termination or other similar charges which might otherwise be payable to COMPANY A pursuant to the agreement. If this Agreement is terminated prior to the expiration date of the initial term or any renewal terms, Customer
In the event of any material breach by COMPANY A, you have the right to terminate this Agreement immediately, without any further obligation.
- Performance.
COMPANY A shall have sufficient labor, tools, material, equipment, and supplies as required for carrying out the Services in a timely, effective manner. COMPANY A agrees to commence and complete the Services hereunder diligently, IAW all applicable regulatory guidelines, requirements, & laws, and shall ensure timely performance of all duties. COMPANY A shall be solely responsible for the actions, inaction, or negligence of any and all of its employees, subcontractors, or agents.
- Compensation.
You agree to pay to COMPANY A the fee stated in Section 2 of this Agreement. COMPANY A will submit a monthly invoice to you for the following month, due and payable within thirty (30) days from the invoice date.
For services rendered outside of the scheduled Services, COMPANY A will invoice you upon completion for services performed. Payment shall be due and payable within thirty (30) days from the invoice date.
All invoices shall contain, at a minimum, the Services Provider’s name, address, telephone number, a description of the services rendered, the amount due, and date the invoice is submitted.
You may, without penalty, withhold payments if you, in good faith, dispute an amount in an invoice submitted for payment. You will notify COMPANY A of any disputed invoice no later than 15 days after receipt of the invoice.
- Assignment/Subcontracting.
COMPANY A will not assign or otherwise transfer its obligations or monies due, or to be due, under this Agreement without your prior, express written consent. COMPANY A may, but only with your prior express written consent, subcontract portions of the Services under the Agreement.
- Insurance
Before commencing any Services, COMPANY A shall obtain insurance and/or bond coverage in the amounts stated herein. Each insurance policy shall include appropriate fidelity coverage, protecting both you and COMPANY A from dishonest or otherwise improper acts by COMPANY A or its employees. COMPANY A shall furnish a certificate to you from each insurance company providing coverage showing the required insurance is in full force and effect and will not be canceled, non-renewed, or materially changed without first providing thirty (30) days written notice to you. COMPANY A shall cause you to be named an additional insured on all policies other than worker’s compensation. Types and amounts of insurance coverage are to be as follows:
- Comprehensive General Commercial Liability Insurance
- Bodily Injury:
Each Occurrence $1,000,000.00
Aggregate $1,000,000.00
- Property Damage:
Each Occurrence $1,000,000.00
Aggregate $1,000,000.00
- Personal Injury:
Each person $1,000,000.00
Aggregate $1,000,000.00
General Aggregate $1,000,000.00
- Comprehensive Automobile Liability Insurance-Owned, Non-Owned & Hired
- Bodily Injury:
Each Person $500,000.00
Each Occurrence $500,000.00
- Property Damage Each Occurrence $1,000,000.00..
- Worker’s Compensation Including Occupational Disease and Employer’ Liability Insurance (if applicable)
(1) Statutory: amount and coverage as required by Worker’s Compensation Law
(2) Employer’s Liability Insurance: at least $250,000.00 each accident
- COMPANY A will require any subcontractor not protected under COMPANY A’ insurance to take out and maintain insurance of the same kind and amount as stated above. Prior to starting any Services, COMPANY A will furnish you evidence of such coverage.
- Capacity/Independent Contractor.
It is expressly agreed that the COMPANY A is acting as an independent contractor and not as an employee in providing the Services under this Agreement. You and COMPANY A acknowledge that this Agreement does not create a partnership or joint venture, and is exclusively a contract for service. In conjunction with this Agreement, the customer may, upon request, examine COMPANY A financial records on at least an annual basis.
- Modification of Agreement.
Any amendment or modification of this Agreement, other that indicated below, will only be binding if evidenced in writing and duly signed by both parties.
Both Parties expressly agree that you may add or remove equipment listed within this agreement. Any changes to equipment will be done by a written change order or addendum, signed by both parties. Upon any such addition or removal by you, the monthly and annual pricing will be adjusted accordingly. Furthermore, COMPANY A retains the right to adjust the Enrollment Fee on an annual basis, without prior written notice.
- Costs and Legal Expenses.
In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.
- Ownership of Materials.
All designs and final products developed, produced, or in the process of being so under this Agreement will be considered your property. Your use of the mentioned materials will not be restricted in any manner.
COMPANY A represents and warrants that any designs and final products it develops or produces for you under this Agreement do not infringe upon, misappropriate, or violate any patent, copyright, trade secret, or other intellectual property rights of any person, firm or entity who is not a Party to this Agreement.
- Non-solicitation
During the period commencing on the Effective Date and ending on Termination Date, the Bank shall not, without COMPANY A’s prior written consent, directly or indirectly: (i) solicit or encourage any person to leave employment or other services of COMPANY A, (ii) hire, on behalf of the bank or any other person or entity, any person who has left the employment within one year period following the termination of the person’s employment with COMPANY A. During the period of the Agreement, the bank will not, whether for its own account or for the account of any other Person, intentionally interfere with the relationship of COMPANY A and its employee, or endeavor to entice away from COMPANY A, any person who during the term of this Agreement is, or during the term preceding one-year period, was a joint venture, employee or customer of COMPANY A.
- Security Breach
COMPANY A agrees that its employees, agents and/or any persons associated with the Company will adhere to all security laws and regulations put in place by you. In case of any security breach, COMPANY A agrees to reasonably cooperate with you to control and contain the security. You agree to indemnify and release COMPANY A from liability for any kind of security breach propagated by a third party. In case of any material security breach, you agree to conduct thorough investigations as to the cause of the incident and you shall develop commercially reasonable measures to address the security incident.
- Indemnification.
COMPANY A shall indemnify and hold you harmless from all liability, claims, actions, demands, damages, losses and expenses, including but not limited to attorney’s fees, based upon or arising out of damage or injury (including death) to persons or property caused by or sustained in connection with the performance of this Agreement or by condition created thereby, or based upon any violation of any statute, ordinance, building code or regulation, or base upon the infringement, misappropriation, or violation of any intellectual property rights, and the defense of any such claims or actions.
- Force Majeure
COMPANY A shall not be liable for acts beyond its control including without limitation, building (bank)fires, acts of God, acts of war or terrorism, riots, civil commotion, quarantines, flood, storm or natural disaster . Any suspension of performance shall be no greater scope and of no longer duration than it is reasonably required and COMPANY A shall use best endeavors without being obligated to incur any material expenditure to remedy its inability to perform.
- Title/Headings.
Headings are inserted for the convenience for the parties only are not to be considered when interpreting this Agreement.
- Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the State of Alabama, without regard to any conflicts of laws or principles. The exclusive venue and jurisdiction for any controversies, claims, disputes, or actions arising out of this Agreement shall be held in Madison County, Alabama.
- Severability.
In the event that any provision of this Agreement is held to be invalid or unenforceable in whole or in part, all other provision will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
- Waiver.
The waiver by either party of a breach, default, delay or omission of any of the provisions of this Agreement by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions.
- Confidentiality.
COMPANY A agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any confidential information with the respect to your business which COMPANY A has obtained. This obligation will survive indefinitely upon termination of this Agreement. Upon the expiration or termination of this Agreement, COMPANY A shall return to you any property, documentation, records, or confidential information which is your property.
- Notice.
All notices, requests, demands or other communication required or permitted by the terms of the Agreement, by either party, must be sent by first class mail, postage prepaid, to the other at their address stated in this Agreement. At any time after this Agreement is signed, you or we may change an address by giving notice to the other of the change.
- Entire Agreement.
This Agreement, together with any and all exhibits hereto, constitute the entire Agreement and understanding between the Parties concerning the subject matter hereof, and cancels, terminates, and supersedes all prior written and oral understandings, agreements, proposals, promises, and representations between the parties or any other person with respect to the subject matter contained herein.
- Interpretation.
As a convenience to you and to further expedite this transaction for you, you agree that a photocopy, electronic image or facsimile of the Agreement which includes a photocopy, electronic image or facsimile of the signatures of both parties shall be as valid and authentic and legally binding as the original version for all purposes and shall be admissible in court as final and conclusive evidence of this transaction and of the execution of this agreement.
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