HomeMy WebLinkAboutNTD (ATM) AGREEMENT
PARTIES: This agreement is between the City of Oshkosh, a Wisconsin Municipal
Corporation, 215 Church Avenue, Oshkosh, Wisconsin 54901 (CITY), and Northern Merchant
Services, LLC, a Wisconsin Limited Liability Company, 300 North Koeller Street, Oshkosh,
Wisconsin 54903 and Northern Telephone and Data Corp., A Wisconsin Corporation, 300 North
Koeller Street, Oshkosh, Wisconsin 54903 (collectively referred to as NTD ). The terms of this
agreement shall not be for the benefit of any other person or party other than those identified and,
specifically, there shall be no third party beneficiaries.
PURPOSE: The CITY owns property on which facilities have been developed which are
frequented by patrons possessing tickets for events at the facilities, or by the general public with
access to the facilities, which would benefit from convenient access to Automatic Teller
Machines (ATM's). NTD owns and/or supplies ATM's to be located at facilities that are similar
to those owned by the CITY. The parties believe it is mutually beneficial to locate ATM's
owned by NTD at certain CITY-owned facilities.
TERM: The Agreement shall begin on the date all parties have placed their signatures
below. This agreement shall remain in effect on a calendar year basis, so the initial year shall
consist of a prorated term for the year 2011. At the end of each calendar year, this agreement
shall automatically renew for another calendar year unless it is terminate by either party as
described in this agreement. Both NTD and the CITY will only guaranty the placement of
NTD's ATM's identified in this Agreement at the CITY facilities through December 31, 2011.
Either party may terminate this agreement for any reason by providing the other party with
written notice no less than ninety (90) days before the termination date.
LOCATIONS OF ATM'S: NTD will provide one ATM at each of the following locations:
a) Leach Amphitheater, 303 Ceape Avenue, Oshkosh
b) Lakeshore Municipal Golf Course, 2175 Punhoqua Street, Oshkosh
c) City Hall, 215 Church Avenue, Oshkosh
d) Oshkosh Convention Center, 2 North Main Street, Oshkosh
PLACEMENT OF ATM'S: The parties agree to work together to determine and agree upon the
reasonable placement of the ATM's within the facilities they will be located. The parties will
also work together to determine and agree upon a reasonable method of securing the ATM's
within each facility. The ATM located at the Leach Amphitheater shall be attached to a mobile
base and placed in storage when not in use for an event. In all instances, the CITY shall have the
sole discretion in making final determinations regarding specific placement and method of
securing each ATM.
OWNERSHIP: NTD retains full ownership and rights to operate all ATM's placed on
CITY property.
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REPAIR/MAINTENANCE: NTD is responsible for maintaining, repairing, and servicing the
ATM's and all equipment related to the ATM's. NTD is also responsible for maintaining,
repairing, and servicing all devices and equipment used to secure the ATM's within the CITY
facilities. NTD is responsible for ensuring the ATM's have sufficient cash for normal use. NTD
agrees to make an initial repair visit to an ATM within 24 hours after receiving notice from the
City that the ATM is experiencing operational problems. NTD agrees to return the ATM to
operational status as soon as reasonably possible after the initial repair visit. If the ATM cannot
be returned to operational status within three (3) business days after the initial repair visit, then
NTD agrees to provide a replacement ATM on the fourth(4t ) business day after the initial repair
visit. The replacement ATM may be a temporary, or"loaner," machine in place until the
original machine is fully operational, or the replacement ATM may be a permanent machine.
REPAIR/SERVICE NOTIFICATION: Except in the case of a verifiable emergency, all
maintenance, repairs, and servicing shall be completed by NTD during normal business hours of
the CITY facility. The CITY must receive reasonable notification before entering CITY
property for any ATM-related purposes. NTD shall contact the Director of the CITY's Parks
Department for issues related to the ATM's at the Leach Amphitheater and Lakeshore Municipal
Golf Course. NTD shall contact the Director of the CITY's General Services Division for issues
related to the ATM's at City Hall and the Convention Center.
CITY RESPONSIBILITIES: The CITY shall make available for each ATM, one 110v outlet and
one working telephone line. The CITY is responsible for costs for this electric and telephone
service. The CITY is responsible for moving the ATM at the Leach Amphitheater from its
storage space to its designated usable location during events.
SURCHARGE: NTD shall charge a$2.00 surcharge for each transaction at each ATM
placed on CITY property. This surcharge shall not be changed without the express written
approval by the CITY.
PAYMENTS: NTD shall share with the CITY the funds obtained through transactional
surcharges on a 50/50 basis. Payments to the CITY shall be on a monthly basis. The CITY must
receive monthly payments no later than the 15th of the following month. Payments must be
submitted to the CITY's Finance Department. NTD may elect to submit payments for all 4
ATM's on one monthly check. NTD shall submit, along with the monthly check(s), separate
monthly transaction reports for each ATM on CITY property.
GUARANTY/WARRANTY:The CITY makes no guaranties or warranties, either express or
implied, regarding the fitness or suitability of any CITY facility for the placement of an ATM.
Similarly, the CITY makes no guaranties or warranties regarding the security of the ATM's at
any CITY facility or property.
HOLD HARMLESS: NTD waives and releases all claims against the City and shall hold the
CITY harmless for all damages related to the ATM's. This includes damages to the ATM and/or
the theft of money or the ATM itself This waiver and release also includes any damage related
to the movement of the portable ATM at the Leach Amphitheater between a storage facility and
its location during events. NTD shall hold the CITY harmless for any property damage caused
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by an ATM and for any personal injury related to the use of the ATM. NTD shall indemnify the
CITY for all costs and damages it incurs for events in which NTD has agreed to hold the CITY
harmless. NTD agrees, both on its behalf and on behalf of its insurer(s), that it will waive any
subrogation rights against the City for any claim based upon an ATM or this Agreement.
INSURANCE: NTD shall provide a certificate of insurance, showing $1,000,000.00 of
coverage, covering physical damage, general liability, and loss of money. NTD's insurance shall
add as an additional insured, the "City of Oshkosh, its offices, council members, agents,
employees and authorized volunteers."
MUNICIPAL LIABILITY: Nothing in this Agreement is intended as a waiver of the
municipality's right or opportunity to rely upon the municipal limitations and immunities
contained within Wisconsin law. Municipal immunities and limitations include, but are not
limited to, Sections 345.05, 893.80, and 893.83, Wisconsin Statutes. Such damage limits, caps
and immunities are intended to be preserved and are incorporated into this agreement and shall
govern all disputes, contractual or otherwise, as they apply to the municipality and its agents,
officers, and employees.
GOVERNING LAW: This Agreement shall be construed and enforced in accordance with the
laws of the State of Wisconsin. Venue for any action regarding this Agreement shall be the
Winnebago County, Wisconsin, Circuit Court or, if a federal court action, then the appropriate
district and/or branch within which Winnebago County is located.
Northern Merchant Services, LLC Northern Telephone and Data Corp.
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Pamela Ubrig, City Clerk
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