CM-2019-0283 - 9/20/2019TERM RENEWAL AGREEMENT NO. 2
TO "CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE OF ARMORED CAR SERVICES" WITH
BRINKS SECURITY
F/K/A DUNBAR ARMORED
CITY OF ROUND ROCK )
STATE OF TEXAS )
COUNTY OF WILLIAMSON }
COUNTY OF TRAVIS }
KNOW ALL BY THESE PRESENTS:
This Term Renewal Agreement No. 2 to "City of Round Rock Agreement for Purchase of
Armored Car Services." hereinafter called the "Renewal Agreement," is made by and between
the City of Round Rock, Texas, a Texas home -rule municipality, whose offices are located at
221 East Main Street. Round Rock. Texas 78664-5299, hereinafter called "City." and Brinks
Security, whose offices are located at 50 Schilling Road, Hunt Valley. Maryland 21031.
hereinafter called "Vendor" or "Brinks Security."
WHEREAS, City and Dunbar Annored executed an "Agreement for Purchase of
Armored Car Services," hereinafter called the "Agreement" on September 10. 2015, by
Resolution No. R-2015-2789; and
WHEREAS, pursuant to Section 2.01 of the Agreement, the initial term of the
Agreement was for three (3) consecutive twelve (12) month periods with two (2) allowable
successive twelve (12) month renewal periods from the effective date of the Agreement: and
WHEREAS, the City and Dunbar Armored previously executed Tern Renewal No. 1 to
the Agreement for the first of two (2) allowable successive twelve (12) month renewal periods.
and
WHEREAS, after the execution of Term Renewal No. 1 to the Agreement. Brinks
Security purchased all stock of Dunbar Armored and is the successor in interest to said
Agreement as set forth in Exhibit "A," incorporated herein by reference for all purposes. and
WHEREAS, the parties desire to extend (lie term of' the Agreement for the second and
final of two (2) allowable consecutive twelve (12) month renewal terms.
NOW THEREFORE, premises considered, and in consideration of the mutual promises
and obligations in the Agreement and this Renewal Agreement, the City and Vendor agree as
follows:
00429884 s12
I.
Pursuant to Section 2.01(B) of the Agreement, the term of the Agreement is renewed for
the second and final allowable successive twelve (12) month renewal period. The second twelve
(12) month renewal term shall commence upon expiration of the first renewal term of the
Agreement.
H.
This Renewal Agreement embodies the second and final of two (2) allowable twelve (12)
month renewal periods and shall extend the original Agreement as to time only with no other
changes in terms or conditions of the original Agreement.
IN WITNESS WHEREOF, the City and Vendor have executed this Renewal
Agreement to be effective as of the Iast date of due execution by both parties.
CITY OF ROUND ROCK, TEXAS
By:
Printer
Title:
Date S
ATTEST:
BRINKS 4F*ITYVX
By: r ('6
Printed Name: M MIK
Title: f 1�
Date Signed: T
By:
!Y�City C erk
Mesl 'L- CskAJ L --
FOR CITY, APPROVED AS TO FORM:
By:
City Attorney
Exhibit "A"
1111ORINKS
Dear Valued Customer,
QBrink's, Incorporated
P.O. Box 619031
•�*° Dallas, Texas 75261-9031 U S A.
Tel* (469) 549-6000
Fax, (469) 649-6200
A Subsidiary of The Brink's Company
In the enclosed press release, The Brink's Company has purchase all of the stock of
Dunbar Armored Inc. Dunbar Armored, Inc. remains a separate legal entity at this point
but at some point in 2019 will be merged into Brink's, Incorporated. Brink's and Dunbar
have a cooperation agreement by which the two companies are performing services for
each other including invoicing services. If you would like to restate the contract in the
name of Brink's, Incorporated we are happy to assist you with that.
RICHMOND, Va., Aug. 13, 2018 (GLOBE NEWSWIRE) —The Brink's Company
(NYSE:BCO), the global leader in total cash management, secure route -based logistics
and payment solutions, today announced that it has completed its acquisition of Dunbar
Armored, Inc., the fourth largest U.S_ cash management company, for approximately
$520 million in cash.
Dunbar generates annual revenue of approximately $390 million and adjusted EBITDA
of approximately $43 million. The acquisition is expected to increase the company's
annual non -GAAP earnings by approximately 90 cents per share within two years.
Management plans to update its 2018 guidance to include expected results from the
acquisition when it releases third-quarter results in October.
Brink's expects to realize approximately $40 million to $45 million in annual cost
synergies related to route density, branch optimization and administrative efficiencies.
The company plans to invest approximately $50 million in incremental capital
expenditures over the next three years to support branch rationalization and
reinvestment in Dunbar's fleet. Full integration and synergies are expected to be
achieved over three years, with the majority achieved by the end of the second year.
Doug Pertz, Brink's president and chief executive officer, said: "We welcome the
Dunbar employees into the Brink's family, and look forward to a rapid integration of
these two great companies so that we can accelerate our efforts to drive substantial
revenue and profit growth in our combined U.S. operations. We've now fully deployed
the cash on our balance sheet to drive accretive returns. This acquisition also enables
us to significantly reduce our tax rate, resulting in future earnings growth that should be
more consistent with the strong growth we've already demonstrated in operating
income."
Exhibit "A"
The transaction is expected to facilitate utilization of the company's existing tax
attributes and reduce its non -GAAP effective tax rate by 100 to 200 basis points in
2019. Combined with other actions, Brink's expects to reduce its non -GAAP effective
tax rate by 400 to 600 basis points over the next several years. Brink's does not expect
to pay U.S. federal cash taxes for at least six years due to utilization of its existing tax
attributes and the benefit of an IRC 338(h)(10) election on this transaction.
Sincerely,
r
Seth R. McElroy
Senior Director Administration & Marketing
City of Round Rock
R° A5 eEC1 Agenda Item Summary
Agenda Number:
Title: Consider executing Term Renewal No. 2 to "City of Round Rock Agreement
for Purchase of Armored Car Services from Brinks Security (fka Dunbar
Armored)".
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 9/20/2019
Dept Director: Susan Morgan, CFO
Cost: $17,266.00
Indexes: General Fund
Attachments: Brinks Term Renewal No 2
Department: Finance Department
Text of Legislative File CM -2019-0283
The City solicited bids for armored car service in 2015 and awarded the contract to Dunbar
Armored. The initial term was a three-year period with the possibility of two twelve-month
extensions. The City initiated the first term renewal with Dunbar in October 2018. After
executing Term Renewal No. 1, Brinks Security purchased all stock of Dunbar Armored and is
the successor to this agreement. The City has been satisfied with the services they provide.
The City would like to continue this relationship for an additional twelve (12) month period; the
last of two renewal periods.
Armored car service is widely considered the safest way to transport the City's funds from one
location to another. Dunbar picks up deposits from various City locations and then delivers the
funds to the City's depository bank, JPMorgan Chase Bank.
Cost: $17,266.00
Source of Funds: General Fund
City o1 Round Rock Page 1 Pd Wed on 920/2019