AUTOMATED TELLER MACHINES AGREEMENT
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ATM LOCATION AGREEMENT
This Agreement, made as of July 15, 1997, by and between The City of Clearwater ("Clearwater")
and SunTrust Bank, Tampa Bay (ISunTrust") for the installation, operation, and maintenance of one
or more automated teller machines ("ATM") on Clearwater's premises located in Pinellas County,
Florida.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the
parties agree as follows:
1. ATM Placement. SunTrust will provide the ATM and will install the ATM on premises owned
or leased by Clearwater at the Municipal Services Building, located at 100 S. Myrtle Avenue
and the City Marina located at 25 Causeway Boulevard, Clearwater, Florida.
SunTrust will pay the initial installation costs for the ATM, including all expenses relating to
air conditioning of the A TM site (if required by type of A TM selected), electrical power
(including the procurement of a dedicated circuit), telephone lines for voice and data
communication, lighting which comports with both applicable laws for ATM and SunTrust
policy, regulatory permits, and associated building costs. During the term of this agreement
SunTrust will provide and pay all expenses for replacement or repair of the ATM equipment,
for ATM maintenance, and for alann systems. SunTrust will pay the periodic rental charges for
data and voice communication lines.
Clearwater agrees to provide and pay for routine janitorial service, electrical service, air
conditioning of the A TM site, and maintenance of the lighting required by applicable laws for
ATM and SunTrust policy.
Clearwater agrees that SunTrust shall have the sole and exclusive right to install, operate and
maintain ATM on Clearwater's premises identified above during the term of this agreement.
Upon cancellation of this agreement, SunTrust agrees to remove the ATM, and repair and
return the ATM site to its previous condition.
2. ATM Functions. Initially, the ATM will permit cash withdrawals from checking, savings, and
credit accounts with all SunTrust's affiliated banks, plus those financial institutions in Florida
which are members of the "Honor" network and those national institutions that are members
of Cirrus. As developments occur in law, technology, and business, SunTrust may add and
delete functions and institutions. SunTrust will use its best efforts to cause the ATM to effect
transactions by cardholders of all such other networks as SunTrust may, in its discretion,
participate in from time to time in the future.
3. Signage. SunTrust will supply mutually approved signs to post on or near the ATM listing the
networks, functions, and other features of the A TM as they exist at the commencement of this
Agreement, and as they may change from time to time. Clearwater will not unreasonably
withhold its approval of such signs.
4. Term. The initial term of this Agreement shall begin on the date hereof and shall continue until three
(3) years after the date of installation of the ATM. Thereafter, this Agreement shall be deemed
automatically renewed and shall continue for an indefinite term unless terminated by either party
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upon ninety (90) days' prior written notice, or until earlier termination pursuant to the next two
sentences of this paragraph. SunTrust reserves the right to terminate this agreement in the event of
regulatory limitation or revocation of authority to surcharge non-customer usage of the ATM.
SunTrust also reserves the right to terminate this agreement in the event the average transaction
volume for each machine for any six month period is less than 1,200 transactions per month.
If either party fails to comply with this Agreement, or in the event of bankruptcy or insolvency
of either party, or in the even any proceeding, voluntary or involuntary, is brought by or against
either party under any provision of the Bankruptcy Act or any insolvency law or in accordance
with legal or regulatory requirements, either party may, upon thirty (30) days' prior written
notice, terminate this Agreement. Neither type of termination of this Agreement shall affect
any rights or obligations of either party to the extent such rights or obligations arise from
events occurring prior to the effective date of termination.
5. :J3&nt Clearwater shall not charge SunTrust any rental or other fee for the space occupied by
the ATM, for the electricity they use, or for any other reason.
6. Hours of Operation. SunTrust shall cause the ATM to operate twenty-four (24) hours a day,
seven (7) days a week, except as required for servicing or as reasonable and appropriate based
upon customer usage and needs. Clearwater may impose such restrictions as it deems
reasonable upon the hours during which people shall have access to the location at which the
ATM are kept.
7. Servicing Clearwater shall grant SunTrust, its authorized armored car service, and other
properly identified authorized personnel such access as is reasonably appropriate for servicing
the ATM. Clearwater shall keep the exterior surface of the ATM reasonably cleaned in
accordance with its normal janitorial standards, but shall not attempt any other servicing of the
ATM, and shall not paint, change the signs upon, or otherwise modify the ATM without the
advance written consent of Sun Trust.
8. Regulatory Compliance. SunTrust shall be solely responsible for compliance with all banking
regulatory requirements including, but not limited to, applications to install the ATM, and
disclosures to ATM users under Federal Reserve Regulation E. Zoning and other non-banking
regulatory compliance shall be the sole responsibility of Clearwater.
9. Property Rights. The ATM shall remain the property of Sun Trust (or SunTrust's affiliated bank
which supplies it, ifapplicable) and shall remain personal property at all times. At no time shall
the ATM be, or be deemed to be, affixed to real estate for any purpose. Clearwater shall not
do any act or omit any act which would cause the ATM to become subject to any security
interest, lien, claim, or charge.
10. Indemnity of Clearwater. SunTrust shall protect, save and keep Clearwater, its subsidiary and
affiliated companies and their respective officers, directors and employees harmless and
indemnify each of them against and from any and all liability including, but not limited to,
claims, demands, losses, costs, damages, liens, suits, judgements, penalties, and expenses
(including reasonable attorney's fees) of any kind or nature whatsoever, arising directly or
indirectly out of, or in connection with, the operation, use or general existence ofthe ATM
except any of the foregoing caused by the negligent conduct or willful and wanton misconduct
of Clearwater, its agents, officers, or employees, or any breach by Clearwater of its duties
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under this agreement. In the event of a claim or an action filed against Clearwater with respect
to the installation or operation of the ATM, SunTrust agrees to appear and defend the claim
or action on behalf of Clearwater.
11. Amendments. This Agreement constitutes the entire agreement between the parties with
respect to its subject matter. No amendments to this Agreement shall be effective unless in
writing and signed by duly authorized representatives of both parties.
12. Assignability. SunTrust may assign the performance of any of its duties under the Agreement
to any of its affiliated banks. Either party may delegate the performance of technical functions
(such as the installation or servicing of telephone or electrical lines to the ATM) to a third party
having expertise in such functions. No other rights or duties of either party hereunder may be
delegated or assigned without the advance written consent of the other party, and no permitted
delegation or assignment shall relieve either party from liability for failure of a delegatee or
assignee to perform such function properly.
13. Notices. Any notice by one party to the other hereunder shall be in writing, and shall be
deemed given when delivered by certified mail, return receipt requested, to the appropriate
party at the address below (or to such address as one party may notify the other of in writing
from time to time hereafter):
SunTrust Bank, Tampa Bay
Senior Operations Officer
401 East Jackson Street
Tampa, Florida 33602
If to Clearwater:
City of Clearwater
City Manager
P.O. Box 4748
Clearwater, Florida 34618
14. Headings, Counterparts. Law. The headings in this Agreement are intended for convenience
of reference and shall not affect the interpretation of the Agreement. This Agreement may be
executed in one or more counterparts, each of which and all of which together shall constitute
a single agreement. This Agreement shall be governed by the laws of the State of Florida.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives as of the day and year first above written.
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_Mic~ef-.J. Roberto
SunTrust Bank, Tampa Bay
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Peter Kugelmann
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Title:--C~ Man~er .' , ",
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Cynt a E.Gouaeau; City Clerk
Title: Senior Vice President/Cashier