EXHIBIT 10.5
[GRAPHIC OMITTED]
TRM AND THE XXXXXXX.XXX ATM AGREEMENT
TRM ATM CORPORATION
0000 X.X. 000xx Xxxxxx
Xxxxxxxx, Xxxxxx 00000-0000
0-000-000-0000
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TABLE OF CONTENTS
Clause Page
1. Definitions and Interpretation ............................ 1
2. TRM Services .............................................. 1
3. Retailer Services ......................................... 2
4. ATM Deployment and Location Selection ..................... 3
5. Functions of ATM .......................................... 3
6. Branding of ATMs and Merchandising ........................ 3
7. Convenience Fees .......................................... 4
8. Liability ................................................. 4
9. Insurance ................................................. 4
10. Term ...................................................... 4
11. Termination ............................................... 5
12. Consequences of Termination ............................... 5
13. Force Majeure ............................................. 6
14. Applicable Laws ........................................... 6
15. General ................................................... 6
16. Assignment and Subcontracting ............................. 6
17. Notices ................................................... 6
18. Governing Law and Jurisdiction ............................ 7
19. Counterparts .............................................. 7
Schedule 1 ATM DEPLOYMENT ..................................... 8
Schedule 2 COMMISSIONS ........................................ 9
Schedule 3 ACH AUTHORIZATION RELEASE .......................... 10
Schedule 4 ATM MERCHANDISING .................................. 11
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TRM and The Xxxxxxx.Xxx ATM Agreement 9/7/00
This ATM Agreement (the "Agreement") is made this 11th day of September 2000
(the "Effective Date"),
BETWEEN:
(1) TRM ATM CORPORATION, an Oregon corporation, being referred to herein as
"TRM," whose corporate office is located at 0000 X.X. 000xx Xxxxxx,
Xxxxxxxx, XX 00000-0000.
(2) The Xxxxxxx.xxx, Inc., a Delaware corporation, being referred to herein
as the "Retailer", whose corporate office is located 000 Xxxxxxxxxx
Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000
WHEREAS:
(A) TRM is interested in installing and operating ATMs at locations
occupied by the Retailer
(B) Each of TRM and Retailer has agreed to provide certain services to the
other.
THE PARTIES AGREE:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement:
"ATM" means an automated teller machine subject to this Agreement,
which has been installed at a Location;
"ATM TRANSACTIONS" means a cash withdrawal from an ATM generating a
Convenience Fee;
"CONVENIENCE FEE" means a fee charged by TRM to a cardholder in respect
of a cash withdrawal from an ATM, which is due to TRM and in which the
Retailer may share pursuant to Schedule 2;
"LOCATION" means premises in the USA where an ATM is, or is to be,
installed and operated pursuant to this Agreement;
"LOCATION OWNER" means the owner or lessee of a Location who is
entitled to grant the right to TRM to install and maintain an ATM at
that Location;
"MERCHANDISING" means all material displaying the TRM Trade Xxxx as
defined in this Section and includes, but is not limited to all signs,
mobiles, banners, displays, decals and toppers.
"OPENING HOURS" means the hours during which the Location is open for
business;
"QUARTER" means a three month period ending March 31, June 30,
September 30 and December 31;
"RETAILER SERVICES" means the services specified in clause 3;
"TRADE MARKS" means any trade marks or trade names, service marks,
logos or other identifiers owned, controlled or licensed by a person;
"TRM SERVICES" means the services specified in clause 2;
"YEAR" means the period of twelve months beginning on the date hereof
and each subsequent consecutive period of twelve months.
1.2 In this Agreement, reference to:
1.2.1 a document in the "agreed form" is a reference to a
document in the form approved and for the purposes of
identification signed by or on behalf of each party.
1.2.2 a person includes a reference to a body corporate,
association or partnership.
1.2.3 a person includes a reference to that person's legal
personal representatives, successors and lawful assigns;
and
1.2.4 a clause or schedule, unless the context otherwise
requires, is a reference to a clause or schedule to this
Agreement.
1.3 The headings in this Agreement do not affect its
interpretation.
2. TRM SERVICES
TRM shall:
2.1 provide to Retailer the TRM Services, at TRM's own expense,
unless otherwise indicated, with all reasonable care and skill,
in accordance with the terms of this Agreement.
2.2 ensure that, on installation, an ATM shall be of satisfactory
quality, be fit for its purpose and that the ATM (TRM has no
responsibility for the security of the location) shall meet any
reasonable minimum security.
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TRM and The Xxxxxxx.Xxx ATM Agreement 1 of 11 9/7/00
2.3 install ATMs with Retailer in accordance with the provisions
set out in Schedule 1 and as otherwise specified in this
Agreement.
2.4 At Retailer's expense procure the installation of a dedicated
telephone line for the exclusive use of each ATM, (which line
shall be owned by TRM) the co-ordination of which will be the
responsibility of and in the control of TRM.
2.5 At Retailer's expense provide the fully-operational, dedicated
electrical circuits (110 volts) necessary for the operation of
each ATM at a Location (the specific location of such circuits
within each store to be determined by TRM and Retailer).
2.6 at its sole cost, choose, deliver, install (including bolting
to the floor), operate and maintain in good operating
condition, the ATMs.
2.7 pay for continuing monthly phone service related to the phone
line dedicated to the ATMs.
2.8 provide for all necessary servicing, with the exception of 3.3,
and maintenance of the ATMs, provide all necessary supplies.
2.9 Provide cash management services.
2.10 provide Retailer with detailed monthly transaction volume
reports for each ATM installed at a Location, such reports to
be mailed to Retailer no later than the 25th date of the month
following that month covered by such report.
2.11 make payments required by this agreement to Retailer on or
before the 25th day of the month following that month to which
payment is attributable, such payment to be forwarded to the
bank account of the Retailer.
2.12 display on each ATM a toll free telephone number for ATM
customer assistance and provide customer assistance, including
resolving customer complaints respecting ATM service.
2.13 as the retailer's expense, apply for all permits required by
governmental or regulatory authorities for the installation and
operation of the ATMs within Stores.
2.14 indemnify, hold harmless and defend Retailer for any damage to
a Location caused by the installation of an ATM and claims
relating to the malfunctioning of any ATM.
3. RETAILER SERVICES
Retailer shall:
3.1 provide to TRM the Retailer Services with all reasonable care
and skill and in accordance with the terms of this Agreement.
3.2 pay for the on-going power necessary to promote and operate the
ATM.
3.3 provide first line maintenance (replacement of printer paper,
undoing paper and cash jams, etc.) on an as needed basis such
that ATM uptime is maximized.
3.4 provide an appropriate and sufficient location within a highly
visible location (which locations shall be normally agreed upon
by the parties) for the installation and operation of each ATM.
3.5 provide public access to each ATM during Opening Hours.
3.6 provide adequate amounts of "ATM Fit" money and secure cash
while ATM is being serviced.
3.7 at its sole cost, choose and procure cash delivery services
(cash in-transit company) which will be managed by TRM.
3.8 provide TRM, its employees and its authorized agents free and
unobstructed access to each ATM during Opening Hours for the
purpose of site inspection, maintenance, repair, and
installation or removal of ATMs; but, except as required under
Clause 3.3 or 3.11, at no time shall Retailer authorise or
permit its personnel or any other person not authorized by TRM
to make repairs, alteration, modifications or attachments to
the ATMs. In the event that TRM is not able to secure such
access in respect of any Location on more than 3 occasions in
any 3 month period, TRM shall be entitled to discontinue
providing the TRM Services in respect of any AMTs situated on
that Location in accordance with Clauses 11 and 12. Repair of
the ATM by TRM or its agents could require Retailer to pay for
a "meet and greet" by Retailer's cash in-transit company.
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TRM and The Xxxxxxx.Xxx ATM Agreement 2 of 11 9/7/00
3.9 use its best efforts to ensure that no liens, encumbrances or
security interests in favor of Retailer's creditors attach to
the ATMs, and, upon request by TRM, use its best efforts to
obtain a waiver, in recordable form, from all persons with an
interest in the Location where any ATM may be located, waiving
any potential claim or priority over TRM or its assignee with
respect thereto.
3.10 promptly notify TRM (by calling a toll free telephone number
provided by TRM), when, to Retailer's actual knowledge, any
condition exists which renders an ATM inoperative.
3.11 carry out timely performance of minor "housekeeping-type"
cleaning of the exterior of the ATMs.
3.12 assume responsibility for the cost of replacement and repairs
to the ATMs which are necessary due to misuse, vandalism or
damage caused by Retailer's employees.
3.13 provide security against theft, or other loss due to crime, of
each ATM, to the same extent such security is provided with
respect of the Location to other third-party/vendors of
Retailer who own property located within such Stores.
3.14 allow and facilitate the placement of merchandising, per
Schedule 4, as outlined in clause 6.
3.15 provide a list of Locations approved by the Retailer for ATM
installation by TRM. Additional approved Locations shall be
added to Schedule 1 as amendments to the Schedule.
3.16 not provide "cash back" at the register in any amount during
the term of the ATM placement.
3.17 Pay TRM, via ACH Authorization, a monthly rental fee of
$225.00, plus sales tax as appropriate, per ATM. TRM may offset
rental fees then payable against Retailer's share of the
Convenience Fee revenue. Rental fee for the first month is due
prior to ATM installation.
4. ATM DEPLOYMENT AND LOCATION SELECTION
4.1 Initial Locations identified for ATM placement are listed in
Schedule 1.
4.2 Retailer acknowledges and declares that in all events, each of
the ATMs and associated ATM merchandising shall remain the sole
and exclusive property of TRM and Retailer will not obtain any
right, title or interest to the ATMs, the contents of the ATMs
and/or any ATM merchandising under this Agreement.
4.3 For the avoidance of doubt, nothing in this Agreement shall
prevent TRM from financing the acquisition, leasing or
otherwise dealing with the ATMs in the ordinary course of
business.
4.4 In the event of the sale of a Location where an ATM is located
(whether one or more or all locations), to a third party,
Retailer will provide TRM with the name of the proposed
purchaser to the extent not prohibited by an obligation of
confidentiality. Retailer shall use its best efforts to cause
the purchaser to assume Retailer rights and obligations as to
the affected ATM in the store location.
5. FUNCTIONS OF ATM
Each ATM shall be capable of providing a range of electronic fund
transfer services, including, but not limited to, cash withdrawals, the
transfer of funds between accounts and account balance inquiries.
6. BRANDING OF ATMS AND MERCHANDISING
6.1 Retailer acknowledges that TRM shall advertise the ATMs, and
Retailer authorizes TRM to advertise the existence and Location
of the ATMs and the service offered in such media and in such
manner as TRM deems appropriate. Retailer grants TRM a
revocable, non-exclusive, non-transferable, world-wide,
royalty-free license to use Retailers Trade Marks in connection
with the ATMs. TRM acknowledges that except as set forth
herein, it has no right, title or interest in Retailer's Trade
Marks. Any other use of Retailer's name or logo without the
prior written approval of Retailer is prohibited. TRM may
disclose the existence of its relationship with Retailer to
third parties.
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TRM and The Xxxxxxx.Xxx ATM Agreement 3 of 11 9/7/00
6.2 The parties agree that TRM (at its own expense) shall, at its
option, upon installation of an ATM at a Store, install at the
Store appropriate signs and promotional banners to be located
at the Store premises with the consent of Retailer which
consent shall not be unreasonably withheld. Retailer will allow
TRM to place signage, with the prior consent of Retailer, both
in and outside the Store plus on exterior pylons if they exist
and placement is consistent with local regulations and lease
restrictions.
6.3 Retailer shall not, without the prior written consent of TRM,
alter, deface or remove in any manner any TRM Trade Marks on
the ATMs or the screens of the ATMs.
6.4 Retailer shall not, at any time while TRM or other party
retains any right to any TRM Trade Marks, adopt, use or
register without the prior written consent of such relevant
owner or licensor (as appropriate) any word or symbol or
combination of words and symbols which is confusingly similar
to any TRM Trade Marks for goods or services for which any TRM
Trade Marks are used by TRM or the relevant owner or licensor.
6.5 Retailer and TRM acknowledge that this Agreement does not
operate to vest any right, title or interest in any other
party's Trade Marks and that all goodwill resulting from the
use of any Trade Marks pursuant to this Agreement shall accrue
to the relevant owner.
7. CONVENIENCE FEES
The parties acknowledge that the amount of the Convenience Fee at the
date of this Agreement for non Retailer customers is a minimum of
$1.00. All Convenience Fees shall be determined by the Retailer. The
Retailer's customers will have no transaction fee assessed when using
the ATM. TRM shall charge and collect the Convenience Fee on behalf of
both TRM and Retailer in order for the parties to share the Convenience
Fee as specified in Schedule 2.
8. LIABILITY
8.1 Each party ("the Indemnifying Party") shall be responsible for
and shall indemnify and keep indemnified the other party, its
employees and agents ("the Indemnified Party") from and against
any liability, loss and claim whatsoever and out of pocket
costs expenses (including, without limitation, legal costs and
expenses) reasonably incurred in relation thereto which arise
as a result of the Indemnifying Party's breach of its
obligations under this Agreement and/or any statutory duty
related to its performance under this agreement provided that,
save for death and personal injury, the total liability in
respect of such indemnity by Retailer shall in no event excised
$500,000 in respect of any one event, or $1 million in the
aggregate and the total liability in respect of such indemnity
by TRM shall in no event exceed $500,000 in respect of any one
event, or $1 million in the aggregate.
8.2 Notwithstanding the provisions of clause 8.1, neither party
shall in any circumstances be liable to the other for any
incidental, indirect, special or consequential damages or loss
of any kind, including, but not limited to loss of anticipated
profits, loss of use of equipment or services, cost of
substitution goods or damages to business, goodwill or
reputation arising from the performance or non performance of
any aspect of this Agreement, whether in contract or tort or
otherwise.
9. INSURANCE
9.1 Without prejudice to the obligations under Clause 8 of this
Agreement, the parties shall maintain public liability
insurance with a reputable insurer or insurers, in a sum not
less than $500,000. Such insurance shall be maintained in force
during the term of this Agreement.
9.2 TRM will maintain insurance on equipment and merchandising
only.
10. TERM
The term of this Agreement shall be sixty (60) months commencing from
the date of installation for each individual ATM. Installation being
defined as the date of the first transaction. The initial sixty (60)
month term shall automatically be renewed for an additional 12 month
period, unless, prior to ninety (90) days before the expiration of the
then-existing term, TRM or Retailer notifies the other in writing of
its intent to terminate this Agreement.
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TRM and The Xxxxxxx.Xxx ATM Agreement 4 of 11 9/7/00
11. TERMINATION
11.1 A party (the "Initiating Party") may terminate this Agreement
with immediate effect by notice to the other party (the
"Breaching Party") on or at any time after the occurrence of an
event specified in Clause 11.2.
11.2 The events are:
11.2.1 the Breaching Party being in material breach of a
material obligation under this Agreement and, if the
breach is capable of remedy, failing to remedy the
breach within thirty (30) days starting on the day after
receipt by the Breaching Party of written notice from
the Initiating Party giving full details of the breach
and requiring the Breaching Party to remedy the breach.
11.2.2 the Breaching Party passing a resolution for its winding
up or a court of competent jurisdiction making an order
for the Breaching Party winding up or dissolution of the
Breaching Party.
11.2.3 the appointment of a receiver of any part of its
premises, or any proceeding for the relief of debtors is
filed by or against the Breaching Party, or Breaching
Party should make a general assignment for the benefit
of creditors, suspend business, become insolvent, or an
attachment or execution is levied or taxed or other
lien is filed against Breaching Party's property.
11.2.4 the Breaching Party making an arrangement or composition
with its creditors generally or making an application to
a court of competent jurisdiction for protection from
its creditors under any Chapter of the U.S. Bankruptcy
Code act.
11.3 Notwithstanding any other term of this Agreement, TRM shall be
entitled to terminate this Agreement:
11.3.1 if retailer fails to make the rental payment to TRM per
Clause 3.17, TRM may terminate this agreement with
immediate effect by notice to the retailer and remove
the ATM at the earliest possible opportunity, 11.3.2 if
(i) the condition of Retailer's affairs shall change so
as to, in TRM's opinion in its sole discretion, increase
the business risk involved in connection with this
Agreement, (ii) TRM network agreements change, (iii) any
statute, regulation or law is passed which, in TRM's
opinion in its sole discretion, makes TRM's performance
hereunder unprofitable to TRM or impossible, or such
performance would violate any such statute, regulation
or law, or (iv) Retailer in any way materially breaches
this Agreement, per Clause 11.2.1,
11.3.2 if the number on Convenience Fee transactions fall below
200 per month any time after 90 days from first
transaction date
TRM may, it is option, with ninety (90) days written notice,
terminate this Agreement as to any or all the Stores. In the
event of termination, TRM has the right to remove all ATM's,
related equipment and signs, at TRM's expense. Any damages
resulting in required repairs to the Retailer's Locations as a
result of removal of the ATM or related merchandising will be
paid for by TRM.
11.4 Retailer shall be entitled to terminate this Agreement with
respect to any or all of the ATMs upon thirty (30) days notice
to TRM, in which event Retailer shall pay TRM an amount equal
to present value at 50% of remaining term for each such ATM.
12. CONSEQUENCES OF TERMINATION
12.1 Each party's further rights and obligations cease immediately
on termination of this Agreement, but termination does not
affect a party's accrued rights, obligations and remedies at
the date of termination.
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TRM and The Xxxxxxx.Xxx ATM Agreement 5 of 11 9/7/00
12.2 Notwithstanding the termination of this Agreement, Clauses 1,
8, 11, 12, 14 and 15 of this Agreement, together with such
clauses survival of which is necessary for the interpretation
or enforcement of this Agreement, shall remain in full force
and effect.
12.3 On termination of this Agreement, TRM shall remove all ATMs and
merchandising from the Locations.
12.4 On termination of this Agreement, Retailer shall:
12.4.1 permit TRM to remove ATMs and merchandising from the
Locations.
12.4.2 deliver up to TRM or, at the option of TRM, destroy, any
documents or other materials containing the Confidential
Information of TRM in the possession or control of
Retailer as at the date of termination of this
Agreement.
13. FORCE MAJEURE
13.1 If a party (the "AFFECTED PARTY") is prevented, hindered or
delayed from or in performing any of its obligations under this
Agreement by a Force Majeure Event (as defined in Clause 13.2),
the Affected Party's obligations under this Agreement are
suspended while the Force Majeure Event continues and to the
extent that it is prevented, hindered or delayed provided that
if the relevant event continues for more than 60 days, the non
Affected Party may terminate this Agreement by giving 5 days
written notice of termination.
13.2 In this Clause 13, "Force Majeure Event" means an event beyond
the reasonable control of the Affected Party and unknown to the
Affected Party at the date of this Agreement including, without
limitation, strike, lock-out, labour dispute, (but excluding
strikes, lockouts and labour disputes involving employees of
the Affected Party or its subcontractors) act of God, war,
riot, civil commotion, malicious damage (but excluding
malicious damage involving the employees of the Affected Party
or its subcontractors) accident, fire, flood and storm.
14. APPLICABLE LAWS AND DATA PROTECTION
Both parties shall comply with all applicable laws, rules, regulations,
by-laws and codes of practice in performing their respective
obligations under this Agreement.
15. GENERAL
15.1 This Agreement and any document referred to in this Agreement
constitute the entire agreement, and this Agreement supersedes
any previous agreement between the parties relating to the
subject matter of this Agreement.
15.2 An Amendment of this Agreement is valid only if it is in
writing and signed by or on behalf of each party.
15.3 The failure to exercise or delay in exercising a right or
remedy provided by this Agreement or by law does not constitute
a waiver of the right or remedy or a waiver of other rights or
remedies. No single or partial exercise of a right or remedy
provided by this Agreement or by law prevents further exercise
of the right or remedy or the exercise of another right or
remedy.
15.4 Except where this Agreement provides otherwise, the rights and
remedies contained in this Agreement are cumulative and not
exclusive of rights or remedies provided by law.
16. ASSIGNMENT AND SUBCONTRACTING
16.1 No assignment may be made without the express written consent
of the other party, which consent shall not be unreasonably
withheld.
16.2 For the avoidance of doubt, TRM shall be entitled to sub-
contract any part of its obligations under this Agreement
provided that TRM shall remain liable for all acts or omissions
of its sub-contractors.
17. NOTICES
17.1 A notice or other communication under or in connection with
this Agreement shall be in writing in the English language and
may be delivered personally or sent by first class mail pre-
paid recorded delivery (and pre-paid recorded delivery air
mail), overnight carrier or by fax as follows:
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TRM and The Xxxxxxx.Xxx ATM Agreement 6 of 11 9/7/00
17.1.1 if to TRM, to:
TRM ATM Corporation
Attn: Sr. VP Sales & Marketing
0000 X.X. 000xx Xxxxxx
Xxxxxxxx XX 00000-0000
(Fax: 0-000-000-0000)
17.1.2 if to Retailer, per Schedule 4.
or to another person, address of fax number as may be specified by a
party by written notice to the other.
17.2 In the absence of evidence of earlier receipt, a notice is deemed
given:
17.2.1 if delivered personally, when left at the address referred to
in Clause 17.1.1.
17.2.2 if sent by mail, air mail, the date of delivery as recorded;
and
17.2.3 if sent by fax, on such date is evidenced on a fax transmission
confirmation report.
provided that if such notice would, in accordance with the provisions
of this Clause 17.2 be deemed received outside working hours, it shall
be deemed received on the next business day.
18. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of the State of Oregon.
19. COUNTERPARTS
This Agreement may be executed in any number of counterparts.
As witness the duly authorized representatives of the parties the day and year
first before written:
TRM ATM CORPORATION
/s/ Xxxxxx Xxxxxx
By: ________________________
MAY, 29 2001
THE XXXXXXX.XXX.XXX.
/s/ Xxxxx X. Xxxxxxxxxxx
By: __________________________
Xxxxx X. Xxxxxxxxxxx
President, COO
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TRM and The Xxxxxxx.Xxx ATM Agreement 7 of 11 9/7/00
TRM & THE BANCORP
AMENDMENT TO ATM AGREEMENT DATED SEPTEMBER 11, 2000
Conditions & Penalties for Failure to Install by Scheduled
Installation Date or Failures Causing Downtime of the ATM after Install:
1) The Bancorp must provide TRM with 6 weeks lead time to install any
single or multiple (up to 5) new ATM placements. In the event that 6 or more
new sites are requested, TRM will provide The Bancorp with an install schedule
as close to the six week lead time as possible.
2) Once complete location information has been received by TRM Key
Accounts or Sales, scheduling will occur.
3) In the event that the ICL (Initial Cash Load) is unable to be completed
due to equipment failure or installation issues as a direct result of TRM or
its sub-contractors within 1 business day (Monday - Friday) from the date of
install (date ATM is scheduled to "go live"), TRM will credit The Bancorp a
full month's rental fee of $195.00, plus 100% of the surcharge for the period
of time the ATM is unable to transact. (Surcharge penalty will be based on the
average daily transaction volume of all TRM/The Bancorp locations for the
month that the location is unable to transact)
4) In the event that the ATM is unable to transact after the ICL has been
completed and the cause of the failure is a direct result of TRM or its sub-
contractors, TRM will have 48 hours from the time notified to rectify the
problem or TRM will credit The Bancorp with a full month's rental fee of
$195.00, plus 100% of the surcharge for the period of time the ATM is unable
to transact (Surcharge penalty will be based on the prior 30-day average, or
whatever the actual days available since install if less then 30 days, daily
transaction volume of the site).
TRM CORPORATION
/s/ Xxxxxx Xxxxxx
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Signature
XXXXXX X. XXXXXX XX VP CUSTOMER DEVELOPMENT
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Name & Title
MAY 17, 2001
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Date
The XXXXXXX.XXX
/s/ Xxxx Xxxxx
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Signature
Xxxx X Xxxxx Senior Vice President
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Name & Title
5.22.01
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Date
TRM & THE BANCORP
AMENDMENT II TO ATM AGREEMENT DATED SEPTEMBER 11, 2000
Revision to Articles 2.9 & 3.17
Based on agreement by both parties, Article 2.9 will be deleted from said
agreement effective with the April, 2001 billing. TRM will no longer be
providing cash management services to the Bancorp on any of the ATM's covered
under this agreement, i.e., management of funds in vault, ordering of cash.
Based on this revision and change in services rendered, Article 3.17 shall
read:
3.17 Pay TRM, via ACH authorization, a monthly rental fee of $195.00 plus
sales tax, as appropriate, per ATM covered under this agreement. TRM may
offset rental fees then payable against Retailer's share of the Convenience
Fee revenue. Rental fee for the first month is due prior to ATM installation.
TRM CORPORATION
/s/ Xxxxxx Xxxxxx
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Signature
XXX XXXXXX XX. V.P. ORGANIZATIONAL DEVELOPMENT
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Name & Title
May 17, 2001
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Date
THE XXXXXXX.XXX
/s/ Xxxx Xxxxx
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Signature
Xxxx X. Xxxxx Senior Vice President
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Name & Title
5.22.01
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Date
TRM & THE XXXXXXX.XXX
AMENDMENT III TO ATM AGREEMENT DATED SEPTEMBER 11, 2000
Revision to Articles 2.8, 3.3 & 3.17 & Commissions
Based on agreement by both parties, the following changes will apply to the
following articles contained within the Agreement dated September 11, 2000
between TRM and The Xxxxxxx.xxx.
Article
2.8 shall be amended to read as follows:
"TRM will provide for all necessary servicing (1st and 2nd line) and
maintenance of the ATMs and provide all necessary supplies on an as
needed basis such that ATM uptime is maximized."
1st & 2nd line service commitment:
7 days a week 8AM - 5 PM 4 hours response time
3.3 will be deleted from said agreement effective with the March 2002 billing.
3.17 Pay TRM, via ACH authorization, a monthly rental fee of $190.00 plus sales
tax, as appropriate, per ATM covered under this agreement. TRM may offset
rental fees then payable against Retailer's share of the Convenience Fee
revenue. Rental fee for the first month is due prior to ATM installation.
COMMISSIONS
TRM will pay The Xxxxxxx.xxx 100% of the Convenience Fee revenue for all
Convenience fee based transactions at locations where a TRM ATM is installed.
TRM CORPORATION
/s/ Xxxxxx Xxxxxx
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Signature
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Name & Title Xxxxxx Xxxxxx Xx. V.P. Organizational Development
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Date
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THE XXXXXXX.XXX
/s/ Xxxx Xxxxx
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Signature
Xxxx Xxxxx SVP OPS
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Name & Title
2.27.02
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Date
