ATM Services Addendum - Cardtronics LP and NCR Corp.
NCR CORPORATION
AUTOMATED TELLER MACHINE ("ATM") SERVICES ADDENDUM
This ATM Services Addendum between Cardtronics, LP, a Delaware limited
partnership, whose principal offices are at 3000 Hayes Road, Suite 101, Houston,
Texas 77082 ("You") and NCR Corporation ("NCR") is agreed to on July 26, 2001
(the "Effective Date").
1.0 THIS ADDENDUM
1.1 Our Contract with respect to ATM Services you acquire from NCR consists
of the ("Master Agreement #66073, this Addendum, and any Appendices
attached to this Addendum. Unless otherwise agreed in writing, all ATM
Services will be governed by this Addendum.
1.2 If a conflict exists between the terms and conditions of any of the
documents referenced above, the order of precedence will be (a)
Appendices to this Addendum; (b) this Addendum; and (c) the Master
Agreement. Any pre-printed language on your or NCR's Order Forms will
not apply.
2.0 TERM
2.1 The initial term of this Addendum ("Initial Term") will begin on the
Effective Date indicated above and will continue for a period of three
years. Thereafter, this Addendum will automatically renew for one year
periods, until terminated by either party by written notice to the
other no less than 90 days prior to the end of the Initial Term or
renewal period, unless terminated according to Section 10.
2.2 NCR will commence providing the services described herein upon the
execution hereof to all of the equipment listed on Appendix C.
Upon 30 days written notice to NCR, Cardtronics may remove from service
or relocate the equipment covered by this Addendum without any penalty
or liquidated damages being assessed against it. Further, upon 30 days
written notice and subject only to Section 4.2.7, Cardtronics may add
equipment to be covered hereunder. NCR shall adjust its quarterly
invoicing to Cardtronics to reflect the addition or deletion of
equipment as the case may be. This information will include the
information described in Appendix A, as well as the new location (with
complete street address, city, state and zip/postal code, and new
location number) and the effective date of the change. If you do not
provide the required notice, NCR will invoice you at T&M rates for
extra work caused as a result.
2.3 If NCR has installed Mas-Hamilton CenCon 2000 or equivalent ("Cencon")
locks on ATMs as part of the Services, and you terminate Services with
respect to any ATM, you will reimburse NCR $ * minus $ * for each
full year the lock was in service on that ATM, and you will pay NCR at
T&M rates, not to exceed $ * per ATM, to deactivate the lock.
2.4 Immediately upon termination of this Addendum, NCR will delete all
Cencon locks assigned to your ATMs from its systems. This action will
permanently prevent issuance of
* Denotes Confidential Portion Omitted and Filed Separately with the Commission.
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keys or combinations by NCR to access the locks; NCR will not be able
to provide administrative support after that time, and will not be
responsible for any cost resulting from your failure to Super-Shelve
the locks or take other actions necessary to effect the transition of
service.
3.0 DEFINITIONS
3.1 As used in this Addendum, the following terms will have the following
meanings. Capitalized terms not defined in this Addendum will have the
meanings assigned in the Master Agreement.
(a) "ATM Loss" means a single occurrence of the loss of Valuables
from a single ATM. ATM Losses only include stolen or destroyed
negotiable instruments to the extent you take all commercially
reasonable efforts to reconstruct lost or destroyed items and
take other action as may reasonably be necessary to assure the
maximum amount of reconstruction of such items, including
without limitation, requesting depositors of any negotiable
instrument, including checks, to issue duplicates thereof.
(b) "ATM Loss Liability Limit" means the maximum amount of NCR's
liability for an ATM Loss. The ATM Loss Liability Limit will
be $ * .
(c) "Customer Preventable Call" is a Service call which could have
been avoided had you properly undertaken your obligations
hereunder. Customer Preventable Calls include, but are not
limited to, calls for First Line Maintenance to replenish
supplies because you (or your cash replenisher) neglected to
do so during normal business hours.
(d) "Days" means calendar days unless specified otherwise.
(e) "Good Operating Condition" means conformance to the
manufacturer's then-current customer-level documentation.
(f) "Principal Period of Maintenance" ("PPM") is the time period
(in hours per day and days per week) during which NCR will
provide Services.
(g) "Response Time" is the interval between your call to NCR and
NCR's arrival at the ATM. Response Time intervals are measured
during the PPM only. For example, if the PPM is 8:00 a.m.
through 5:00 p.m. and NCR receives a request of service at
4:00 p.m. and responds at 9:00 a.m. the following day, the
Response Time is 2 hours.
(h) "Valuables" includes but is not limited to (i) bills, coins,
and stamps (collectively, "Currency"); and (ii) checks and
other negotiable instruments.
3.2 Reference to the conduct of a party includes the conduct of employees,
subcontractors or agents of that party. NCR may provide Services either
directly or through subcontractors.
* Denotes Confidential Portion Omitted and Filed Separately with the Commission.
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4.0 SCOPE
4.1 In return for payment of services in accordance with the rates set
forth in Appendix "A", NCR will provide First Line Maintenance Services
(defined in Appendix B) and Second Line Maintenance Services (defined
in Section 4.2) to the equipment specified in Appendix C, which may be
updated from time to time in accordance with Section 2.2.4.2 Second
Line Maintenance consists of Remedial Hardware Maintenance, Replacement
Parts, Preventive Maintenance, and Engineering Changes to NCR
manufactured ATMs, as described below, necessary to keep the ATM in
Good Operating Condition. Generally, NCR will attempt problem diagnosis
and resolution on a remote basis first.
4.2.1 Remedial Hardware Maintenance - Remedial Hardware Maintenance
consists of those functions required to repair a
malfunctioning ATM and return it to Good Operating Condition.
Remedial Maintenance includes software support as required to
repair failed or malfunctioning hardware including software
reloads and log and tally audits. (For non-NCR ATMs, NCR will
restore the operating system software to the internal drive
provided the backup operating system software is available on
site). NCR's response to a service request will be consistent
with the nature of the problem, and may include remote support
in the form of on-line diagnosis and telephone assistance, and
if necessary, on-site presence.
4.2.2 Replacement Parts - NCR will install parts on an exchange
basis. Installed parts may be new or reconditioned used parts.
Replacement parts become your property (if you own the
equipment). Replaced parts become the property of NCR. As used
in this Addendum, the term "parts" does not include consumable
items such as batteries, paper, printheads, and storage media.
4.2.3 Preventive Maintenance - Preventive Maintenance consists of
any functions performed on a proactive basis designed to keep
the ATM in Good Operating Condition. Any applicable Preventive
Maintenance will be performed one time during the year as part
of a regular service call. Preventive Maintenance may include
system monitoring as applicable.
4.2.4 Engineering Changes - Engineering Changes include any safety
changes to NCR ATMs required of NCR by a governmental or
regulatory entity. Such safety changes will be made at no
additional charge. Other engineering changes, e.g., changes
intended to enhance reliability or serviceability of NCR
equipment, that are generally adopted by NCR and provided to
NCR's maintenance customers at no charge, if any, will also be
made by NCR at no additional charge and will be installed at
NCR's convenience. When NCR provides Second Line Maintenance
for non-NCR ATMs, NCR will not accept responsibility for the
tracking, procurement or installation of Engineering Changes
to such equipment. If you agree to furnish NCR with such
Engineering Changes NCR may agree to install the Engineering
Change at NCR's standard labor rate.
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4.2.5 NCR's target Response Time to your requests for Remedial
Maintenance during the PPM for ATMs within Zone 1, is 4 hours,
with one hour added for each zone beyond Zone 1. (Service
"Zones" are defined in Section 7.0) NCR will respond to
requests for Remedial Maintenance outside the PPM on a
commercially reasonable "best efforts" basis at the T&M Rate
of $ * for Second Line services.
4.2.6 Unless otherwise agreed in writing, new NCR ATMs will receive
the level of support specified by their warranty. If you
upgrade the warranty to receive a higher level of support, the
warranty upgrade charge will commence on installation. At the
expiration of the warranty period, NCR ATMs will automatically
be placed under this Addendum for the remainder of the term at
the rates specified in Appendix A, or if not specified, at
rates agreed by the parties. NCR does not assume the
manufacturer's warranty obligations on non-NCR equipment.
4.2.7 Save and except for the ATMs identified in Appendix C, prior
to accepting any ATM's for inclusion in the service program
defined herein, NCR may inspect and if necessary repair, ATMs
which have not been subject to NCR warranty or maintenance for
90 days or longer. Although the ATMs identified in Appendix C
shall be included in the service program upon the execution
hereof, upon its first call or visit to each ATM site NCR will
advise Cardtronics if any of these ATMs need repair. If so,
that ATM will be excluded from the program on a retroactive
basis until such repairs are made. Inspection and any
necessary repairs will be at Cardtronics expense.
4.2.8 NCR will determine in its discretion if it will provide
maintenance for ATMs which have been subject to Alterations or
Attachments. NCR will not maintain ATMs if an Alteration or
Attachment creates a safety hazard or renders maintenance or
repair impractical. An "Alteration" is a change made to the
physical, mechanical, or electrical arrangement of hardware,
whether or not additional devices or parts are required, and
an "Attachment" is a mechanical, electrical, or electronic
interconnection to NCR hardware of non-NCR hardware marketed
by others. If an Alteration, Attachment, use of supplies not
meeting the ATM manufacturer's specifications, use of
unsupported software, use of software not furnished by NCR, or
modifications to NCR-supported software not performed by NCR
result in an increase in maintenance costs, NCR may increase
maintenance charges to reflect that increased cost.
4.2.9 Second Line Maintenance does not include clearing of paper,
card, envelope and currency jams, the replenishment of media
and supplies (paper, ribbons, ink cartridges, and print
heads), software version level upgrades (maintenance releases
or software code corrections for NCR ATMs are included for the
current shipping software version and the last release of the
prior software version), or Administrative Maintenance
including retrieval of mutilated cash from the divert
cassette, retrieval of captured cards, or the general cleaning
of ATM and the immediate surrounding area. (Note: ATM software
support is available for NCR
* Denotes Confidential Portion Omitted and Filed Separately with the Commission.
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ATMs under a separate ATM Enhanced Software Support Addendum.
NCR will not accept responsibility for application software
support for non-NCR equipment).
4.2.10 Excess currency (commonly called "side cash") stored in the
ATM is not authorized, and NCR will not be responsible for any
loss of side cash. If side cash is found by NCR while at the
ATM site, NCR reserves the right to re-schedule service at a
later time and will not be obligated to continue service until
the side cash has been removed.
4.3 Services will be performed only during the PPM. If a service request
received by NCR within the PPM cannot be completed by the end of that
day's PPM, it will be continued during the next occurring hours of the
PPM. Except as otherwise agreed in writing, the PPM does not include
New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving
Day, Christmas Day and any other day recognized locally as a legal
holiday (collectively, "Holidays").
4.4 The following services are not covered by this Addendum and are
billable to you on a "Per Call" basis at the T&M Rate. Per Call
services are billed upon performance and are subject to personnel and
material availability.
(a) Any service which, at your request, is provided outside the
PPM, or which is beyond the scope of the service as described
in this Addendum.
(b) Any service for ATM equipment or locations not specified in
Appendix C or not currently on maintenance with NCR.
(c) Services relating to installation, deinstallation, upgrades,
and movement of ATMs, communications line work external to an
ATM or electrical work external to an ATM.
(d) At NCR's discretion, services requested for equipment which
upon the second repeat arrival no fault is found and the
equipment is determined by NCR to be in Good Operating
Condition.
(e) Service resulting from the following causes: your or any third
party's negligence, misuse, or abuse, including the failure to
operate the ATM in accordance with NCR's power, environmental,
and other specifications; movement of the ATM by anyone other
than NCR; failure of equipment not maintained by NCR; improper
use of or failure to use supplies; use of supplies not meeting
the manufacturer's specifications; acts of third parties; fire
originating outside of NCR-furnished equipment; water; acts of
God; damage ordinarily covered by insurance.
(f) The second repeat Customer Preventable call to a site within
two days, such as, but not limited to, communications line
failures, electrical failures, failure of third parties.
(g) Emergency Cash Replenishment and Unscheduled Cash Services
Replenishment.
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4.5 In the event service is required on ATMs under circumstances which
could jeopardize the safety of NCR employees (including any call to an
ATM housed in a manner requiring work in the open), NCR reserves the
right, but is not obligated to, reschedule service to other times,
require a security escort at your expense, or refuse to perform the
service. Security escorts will be subject to NCR's approval, will be
bonded, and where feasible and lawful, will be armed. NCR may recommend
changes you can make to the ATM site, such as additional lighting,
designed to improve safety and enable NCR to service the ATM without
limitation. NCR agrees to use its best efforts to immediately notify
Cardtronics' Help Desk of its decision and will provide the Help Desk
sufficient information so that Cardtronics may, if applicable, remedy
the situation or provide the necessary escort.
5.0 SHORTAGES AND NOTICE THEREOF
5.1 You and NCR agree to assist and cooperate fully with each other
relative to any claim, dispute or issue arising hereunder. You agree at
all times to exercise due care in order to discover and investigate any
losses of your property. Immediately upon discovering a loss, you agree
to furnish to NCR reasonably satisfactory proof of such loss. The
accepting of such information will not be an admission of liability on
behalf of NCR. Upon NCR's request, you will make available during
regular business hours your books, records, and accounts which relate
to the alleged loss, and will cooperate with and assist in the
investigation of such loss including sharing with NCR all information
that any person may have concerning the loss and the circumstances
surrounding the same.
Supporting documentation is necessary for NCR to process and
investigate loss claims. Reasonably satisfactory proof of a claim for
loss is required, and includes but is not limited to:
- ATM settlement documentation and ATM settlement receipts
(network and ATM counters) for the time period the loss was
discovered and the settlement report(s) for the previous and
post settlement periods.
- Copies of your ATM Network reports indicating the ATM's
beginning, ending and dispensed totals for the time period the
loss was discovered.
- Copies of the ATM event history, indicating any ATM status
messages and suspect transactions.
- Copies of the ATM journal record.
- Detailed documentation to support your calculation of the
claimed loss.
5.2 Given the necessity for the prompt investigation of any claim relating
to an alleged loss of Valuables, you agree that you must present any
Loss claim to NCR in writing as soon as reasonably possible, and in no
event later than 5 business days after receipt of documentation leading
to the discovery of the Loss. Such claim (including copies) must be
delivered by express mail, same-day or overnight courier, to the
following addresses. Such notices will be deemed given on the day
received, and must be addressed to:
NCR Corporation
Operations Support Center EMD-2
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1529 Brown Street
Dayton, OH 45479
Attn: ATM Operations Support Center
With copies to:
NCR Corporation
Attn: General Counsel/Notices WHQ-5
1700 S. Patterson Blvd.
Dayton, OH 45479
Fax: (937) 445-7214
Email: law.notices@daytonOH.ncr.com
6.0 YOUR RESPONSIBILITIES
6.1 You will not permit anyone other than NCR to perform Second Line
Maintenance on any ATM covered by this Addendum.
6.2 You are responsible for initially determining that the ATM requires
service and will follow the service request procedures provided by NCR.
6.3 You are responsible for preparing the ATM site prior to delivery, and
maintaining it thereafter in accordance with the ATM manufacturer's
specifications and NCR's site safety specifications (which will be
provided upon request), and for providing safe and adequate working
conditions for NCR's service personnel, including appropriate utility
service and, if required, local telephone extensions. Subject only to
reasonable and necessary security regulations, you agree to permit NCR
access to all ATMs to be maintained by NCR.
6.4 You are responsible for:
(a) Installation, testing, and operation of all software Updates.
(b) Provide all necessary consumables for service of the ATM
(cash, paper, ribbons, etc.).
6.5 You represent that you have the owner's authority to permit NCR to
service any ATM which you do not own.
6.6 You are responsible for all products and services provided by parties
other than NCR, whether or not NCR recommended them or assisted in
their evaluation, selection, or supervision. The failure of those
products, services or suppliers to meet your requirements will not
affect your obligations to NCR under this Addendum.
6.7 If equipment is removed from its location, or moved to another
location, you are responsible to notify NCR, in writing, of the changes
and for securing all Valuables prior to the move. If NCR has undertaken
responsibility for Valuables under an Appendix to
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this Addendum, NCR will not be liable for any loss if your actions
prevent NCR from securing the Valuables prior to the move.
6.8 You will use all commercially reasonable efforts to recover Valuables,
including correcting the transaction (debiting the account) of any
customer, for an ATM Loss due to improperly dispensed Valuables as a
result of misloaded denominations, misconfigured cassettes or misloaded
cassettes.
7.0 RATES
7.1 The rates for First and Second Line Maintenance are based, in part, on
the ATM's distance from the nearest NCR service location. The base
rates cover service within 25 miles of the nearest NCR service location
("Zone 1"). Rates for ATMs outside of Zone 1 are calculated by
increasing the Zone 1 rate by the percentage rate for the corresponding
Service Zone as follows:
DISTANCE FROM
NEAREST NCR
SERVICE SERVICE INCREASED % OF
ZONE LOCATION THE BASE RATE
------- ------------- --------------
1 0-25 miles *
2 26-50 miles *
3 51-75 miles *
4 76-100 miles *
5 101+ miles *
7.2 The rates specified in this Addendum are fixed for a one-year period
following the Effective Date. Thereafter, NCR may increase the rates
for any succeeding one-year period commencing on the anniversary of the
Effective Date in an amount not to exceed the greater of 5%, or the
increase in the Consumer Price Index (All Groups) for the corresponding
period (the "Annual Limit"). In addition, if NCR is providing Cash
Replenishment Services and incurs an increase of ten percent or more in
the cost of its subcontracted Cash Replenishment Services, including
but not limited to fuel cost increases, the parties will meet promptly
to determine an equitable adjustment to the rates, and if they are not
able to do so, either party may cancel Cash Replenishment Service to
the affected ATM's without penalty upon 90 days written notice.
7.3 You acknowledge and agree that NCR's ATM service rates are based upon
quantity of ATMs under service and the length of the term, and that a
decrease in either will result in increased costs to NCR which are
difficult to accurately ascertain. If, during the Initial Term of this
Addendum, you terminate support with respect to this contract other
than those reasons specified in 10.l or the removal of an ATM due to
low transaction volume, you agree to pay to NCR an amount equal to 10%
of the prorated service rates for that ATM from the effective date of
termination through the last day of the Initial Term. You agree that
this fee is a reasonable estimate of NCR's damages resulting from such
early termination.
* Denotes Confidential Portion Omitted and Filed Separately with the Commission.
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7.4 All Services which are not specifically priced in Appendix A or
otherwise agreed in writing will be charged at NCR's then-current time
and materials rate of $ * for First Line Maintenance Services and
$ * for Second Line Maintenance Services, including a * for
services performed outside of normal business hours (the "T&M Rate").
7.5 Rates do not include any Federal, state, county, or local sales, use,
or other taxes however designated, whether levied on seller or buyer
and whether based on price, charge, product, service, use, or this
Addendum. Any such taxes and interest (if not due to NCR's delay)
required to be paid by NCR will be added to the invoices. You will
reimburse NCR for any taxes to be paid by you but in fact paid by NCR
(whether that fact is discovered through audit or otherwise) upon
receipt of NCR's invoice.
8.0 INVOICING AND PAYMENT
You will pay NCR for First and Second Line Maintenance services
* beginning on the Effective Date of this Addendum, or for ATMs not
installed on the Effective Date, on the date the ATM is installed and
certified ready for use. NCR will invoice you for Per Call services as
those services are rendered. Invoices for Per Call services are due and
payable upon receipt. You will pay NCR for scheduled Cash Replenishment
Services monthly in advance, and for unscheduled and emergency Cash
Replenishment services monthly upon completion of the service. NCR will
provide appropriate invoices 30 days prior to each payment due date.
Your failure to pay any invoice when due will entitle NCR to late
payment fees or interest, or both, and to applicable collection costs
(if any).
9.0 WARRANTY AND LIMITATION OF LIABILITY
9.1 NCR warrants that it will perform its obligations under this Addendum,
in a professional and workmanlike manner. NCR, at its expense, will
promptly re-execute any Services that fail to conform to the
requirements of this Addendum. If NCR is unable reasonably to do so,
the fees you paid for that portion of the Service will be refunded.
9.2 In the event NCR is required to perform maintenance services on an ATM
as a result of damage or inoperability caused by your negligence or
that of a third party, failure to comply with the terms of this
Addendum, or failure to comply with agreed operational procedures, NCR
reserves the right to bill you for such services at its then-current
time and materials rate.
9.3 In the event an employee or agent of NCR is determined, by criminal
conviction or clear and convincing evidence, to have taken any
Valuables, then NCR will be responsible for the amount of the Valuables
proven to have been taken by such employee, not to exceed the ATM Loss
Liability Limit per incident with respect to each ATM that is (a)
involved in the incident and (b) covered by Appendix C, as such
appendix is updated from time to time. Upon payment of any loss
hereunder, NCR will be subrogated to all of your rights and remedies
therefor.
* Denotes Confidential Portion Omitted and Filed Separately with the Commission.
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9.4 NCR will not be liable for claims, actions, damages, liabilities,
losses and expenses, including reasonable attorneys' fees, arising out
of or in connection with any ATM Loss, to the extent such claim is the
result of (a) Currency dispensed due to ATM malfunction; (b) Currency
dispensed due to mistake or fraudulent instruction manually or
electronically transmitted to the ATM; (c) ATM equipment hardware
malfunction; (d) excess currency (commonly called "side cash") stored
at the ATM location; (e) discrepancies between network reports and ATM
bill counter totals; (f) your mistakes in verification; (g) access by
third persons, whether authorized or unauthorized, unless such access
was made possible by the act or omission of NCR; or (h) the use of
magnetic debit and credit cards. OTHER THAN AS SPECIFIED IN SECTIONS
9.3 AND 9.4. IN NO EVENT WILL NCR BE LIABLE FOR ANY LOSS OF VALUABLES
FROM BURGLARY, ROBBERY, FIRE, FLOOD, OR OTHER EXTERNAL CAUSE.
9.5 THE PROVISIONS OF THIS SECTION 9 GOVERN NCR'S LIABILITY FOR ANY CLAIM
OF LOST, MISSING, OR STOLEN VALUABLES AND, WITH RESPECT TO SUCH LOSSES,
SUPERSEDE ANY INCONSISTENT PROVISION IN THE MASTER AGREEMENT.
APPENDICES ATTACHED TO THIS ADDENDUM MAY CONTAIN DIFFERENT LIABILITY
LIMITATIONS WHICH SUPERSEDE SECTIONS 9.3 AND 9.4 WITH RESPECT TO THE
SERVICES OFFERED UNDER THOSE APPENDICES.
10.0 TERMINATION
10.1 This Addendum may be terminated as set forth below:
(a) By either party upon a material default by the other party in
the performance of any of its obligations under this Addendum
if it is not cured within 60 days after written notice by the
non-defaulting party.
(b) NCR may terminate in the event you fail to pay after 10 days
prior written notice by NCR of a payment being past due and if
in that notice NCR indicates that this Addendum is terminated
if not paid. This right to terminate is in addition to NCR's
rights under Section 8.0.
(c) At the option and upon at least ninety (90) days written
notice to NCR, Cardtronics may terminate this Addendum as to
that equipment that is affected or covered by any of the
following: (i) cancellation or termination, regardless of the
reason, of any of the ATM provider agreements between
Cardtronics and any third-party (an "ATM Program") wherein
Cardtronics either owns, operates or manages one or more ATMs
for the benefit of that third-party; (ii) the sale of all or
any ATM program (or any portion threreof) to any third party;
(iii) change in the ownership of Cardtronics; or (iv) the sale
of substantially all of the assets of Cardtronics to any third
party. Such termination will be without the payment of any
penalty or liquidated damages.
10.2 If NCR is not reasonably able to secure parts, documentation, training,
or support necessary to fully perform its obligations under this
Addendum for a particular class of
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non-NCR ATM, NCR may cancel this Addendum for that non-NCR ATM on 90
days written notice.
11.0 LIABILITY INSURANCE
NCR will maintain at its expense such insurance as will fully protect
it from any claims for damage for bodily injury, including death, or
for property damage that may arise from operations under this Addendum,
whether such operations are performed by NCR or by any subcontractors
or anyone directly or indirectly employed by either of them. Upon
request, NCR will provide certificates of insurance or self-insurance
for your inspection.
12.0 APPENDICES
Appendix A - Annual 1st and 2nd Line Maintenance Pricing
Appendix B - First Line Maintenance Description
Appendix C - ATM Site Locations
Appendix D - Fixed Fee Pricing
Appendix E - DES Key Document
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13.0 NOTIFICATION
Any notice required by this Addendum or given in connection with it,
shall be in writing and shall be given to the appropriate party by
personal delivery or by certified mail, postage prepaid, or recognized
overnight delivery services.
If to NCR:
NCR Corporation
Operations Support Center EMD-2
1529 Brown Street
Dayton, OH 45479
Attn: ATM Operations Support Center
If to Cardtronics:
Cardtronics, LP
3000 Hayes, Suite 101
Houston, TX 77082
Attn: Michael H. Clinard, Chief Operating Officer
Agreed and Accepted
Cardtronics, LP NCR Corporation
By: /s/ Ralph H. Clinard By: /s/ James R. Kent, Jr.
----------------------------- ----------------------
Ralph H. Clinard James R. Kent, Jr.
President & CEO VP/Area General Mgr.
Date: 11/14/01 Date: 11/19/01
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APPENDIX A
ATM SERVICES ADDENDUM
ANNUAL MAINTENANCE PRICING
MODEL 1ST LINE 2ND LINE
5670 $ * $ *
5870L L $ * $ *
5305/5303 $ * $ *
Service Level:
Monday Through Sunday: 8am to 8pm
Response Time:
1st Line 2 hour
2nd Line 4 hour
* Denotes Confidential Portion Omitted and Filed Separately with the Commission.
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APPENDIX B
ATM SERVICES ADDENDUM
FIRST LINE MAINTENANCE
This Appendix describes the First Line Maintenance Services ("FLM") that NCR
will provide you. Where indicated by the context, the term "you" as used in this
Appendix includes both you and any third party providing other services for the
ATM on your behalf.
1.0 SCOPE OF SERVICES
1.1 Clearing of receipt, journal, DPM and statement paper jams.
1.2 Check media transports to determine if they are functioning
properly and clear them of any foreign objects.
1.3 Check supply of receipt, journal and statement printers. Load
paper if necessary. Verify legibility of print. Replenish, but
not furnish all necessary media and supplies (paper, ribbons,
ink cartridges and printheads). In the event of electronic
journal full conditions, copy the journal to a floppy disk.
1.4 Retrieval of jammed cards with placement of jammed cards into
card tray - if applicable.
1.5 Clean ATM DIP, SWIPE, or motorized Card Readers (whichever
appropriate when a Card Reader malfunction is indicated on
terminal).
1.6 Check placement of captured card tray and reposition if
necessary.
1.7 Clearing of currency jams, whatever the reason.
1.8 Check supply of envelopes in the envelope dispenser and
replenish as required.
1.9 Clear jams in the Envelope Depository.
1.10 Check depository for proper operation.
1.11 Replace the Depository Print Head as needed.
1.12 Visually check the ATM (as a part of a normal first line
maintenance call) to verify the following:
- Existing lighting functioning properly.
- Proper operation of the card access device.
- Environment (air conditioning, heating, A/C,
Communications Connections)
- General cleanliness of ATM and surrounding area.
- Ensure customer notification of deposit pick-up is
posted, where applicable.
- ATM screen is clean.
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1.13 If observable within 2 minutes after service completion;
observe transaction on the ATM and verify that all aspects of
the ATM, including the display, keyboard, shutter door
operations and dispenser are operational. Verify that ATM
customer receipt prints proper date, time and ATM I.D. number.
1.14 Provide operational reviews and notify FSP of any issues
including other vendor services.
1.15 *
HOWEVER, ANY REPEAT SERVICE CALL TO THE SAME SITE, FOR THE SAME
PROBLEM, WITHIN A TWO DAYS PERIOD WILL BE CONSIDERED A CHARGEABLE CALL
AND CARDTRONICS WILL BE INVOICED ACCORDINGLY.
1.2 First Line Maintenance Service rates do not include the cost of, and
you will furnish and distribute to the ATMs or your designated agent, all media
and supplies or, upon request (and with sufficient notice), NCR will furnish
media and supplies at NCR's then-current prices. You will ensure that
Administrative Maintenance is performed in conjunction with every cash
replenishment service. CIT primary Administrative Maintenance duties includes:
(a) retrieval of mutilated cash from the divert cassette;
(b) retrieval of all captured cards; removal & replacement of
Electronic Journal diskette (if applicable);
(c) replenishment of receipt tapes and ribbons;
(d) cleaning the ATM interior and exterior fascias, with the
exception of the annual NCR PM activity.
(e) replacing internal receipt paper or cards, and performing
other minor corrective actions.
1.6 ATMs serviced pursuant to this Appendix must be equipped with the
Mas-Hamilton CenCon 2000 or an equivalent lock system. You agree to cooperate
with NCR in the implementation and management of the Mas-Hamilton system.
1.7 The hours of coverage for Second Line Maintenance must at least equal
the coverage hours for First Line Maintenance.
2.0 RESPONSE TIME
NCR's target Response Time to your requests for First Line Maintenance during
the PPM, for ATMs within Zone 1, is * with one hour added for each zone
beyond Zone 1. NCR will respond to service requests OUTSIDE THE PPM on a
commercially reasonable "best efforts" basis at the T&M rate of $ * for
First Line Services.
* Denotes Confidential Portion Omitted and Filed Separately with the Commission.
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3.0 ACCESS AND SECURITY
3.1 You wish NCR to perform service without one of your employees or agents
being present to provide security for such Valuables. NCR agrees to perform
service under such unaccompanied and unsecured conditions, but NCR IS NOT
PROVIDING A SECURITY SERVICE.
3.2 You have a duty to secure all Valuables that may be present in or about
the ATM being serviced by NCR. It is not NCR's duty to provide security for your
property, whether or not NCR has the keys, combinations or other means to access
the location. In the event that other persons you authorized are present at the
site of the ATM, they will at all times be deemed to have care, custody and
control of the ATM, its contents and the premises.
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APPENDIX C
SITE LISTING *
* Denotes Confidential Portion Omitted and Filed Separately with the Commission.
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APPENDIX D
CARDTRONICS
INSTALLATION AND FIXED FEE PRICING
TYPE A RESELLER: $ *
Cardtronics pre-stages equipment and completes installation.
NCR performs Pre-warranty/maintenance certification. If installation does not
meet standards notice will be given to Cardtronics.
Steps:
- Cardtronics submits Electronic Equipment certification to IC. This form
will describe service level agreement needed.
- IC schedules NCR Customer Engineer to certify ATM installation and
sends appropriate documentation to CE.
- Per the Electronic Certification, this unit will be placed on
maintenance based on service level agreement.
TYPE B RESELLER: PERSONA LITE $ *
NCR installs ATM on site. NCR loads software and certifies install. Customer
Engineer will train end user at time of install. Additional trips for training
will be billed at $ * an hour with a 2-hour minimum.
Steps:
- Cardtronics submits Electronic Equipment Certification to IC. This form
will describe service level agreement needed and installation and or
training requirements.
- IC schedules NCR Customer Engineer to perform installation and sends
appropriate documentation to CE describing installation requirements.
Per the Electronic Certification, this unit will be placed on
maintenance based on service level agreement.
* Denotes Confidential Portion Omitted and Filed Separately with the Commission.
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TYPE C RESELLER: MCD UNIT $ *
Cardtronics sells to distributor or owner an NCR pre-staged ATM.
NCR installs and certifies ATM.
Customer Engineer trains end user on operation of ATM at the time of install.
Additional trips for training will be billed at $ * an hour with a
2-hour minimum.
Steps:
- Cardtronics submits Electronic Equipment Certification to IC. This form
will describe service level agreement and installation and training
requirements.
- IC schedules NCR Customer Engineer to perform installation and training
and sends appropriate documentation to CE describing installation
requirements. Per the Electronic Certification, this unit will be
placed on maintenance based on service level agreements.
TYPE D RESELLER: COMMUNITY BANK UNIT $ *
Cardtronics sells ATM in the Community Bank environment.
NCR installs ATM on site. If needed NCR loads software and certifies install.
Customer Engineer trains end user at time of install. Additional trips for
training will be billed at $ * an hour with a two-hour minimum.
Steps:
- Cardtronics submits Electronic Equipment Certification to IC. This form
will describe service level agreement needed and installation
requirements.
- IC schedules NCR Customer Engineer to perform installation and sends
appropriate documentation to CE describing installation requirements.
Per the Electronic Certification, this unit will be placed on
maintenance based on the service level agreement.
TYPE E: STAGING UNITS IN DESIGNATED WAREHOUSE **$ *
Cardtronics requests NCR to prestage ATM's (regardless of model)
* Denotes Confidential Portion Omitted and Filed Separately with the Commission.
**Prestaging assumptions apply.
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TYPE A DIRECT: $ *
Cardtronics places ATM into a Cardtronics managed program. NCR installs unit on
site. If needed NCR loads software and certifies install.
Steps:
- Cardtronics submits Electronic Equipment Certification to IC. IC
schedules NCR Customer Engineer to perform installation and sends
appropriate documentation to CE describing installation requirements.
Per Electronic Certification, this unit will be placed on maintenance
based on the service level agreement.
OPTIONAL FIXED PRICING SERVICES (DIRECT):
TRAVEL CHARGE $ *
MINIMUM SITE T&M CHARGE - FIRST LINE $ *
SECOND LINE $ *
2-hour minimum has been waived in lieu of $75.00 travel charge plus one hour on
site.
INSTALLATION - SITE NOT READY CHARGE $ *
* Denotes Confidential Portion Omitted and Filed Separately with the Commission.
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APPENDIX E
DES KEY APPROVAL
You have requested NCR to load your customer encryption keys (DES Keys) in your
NCR ATMs. The purpose of this communication is to define the required conditions
under which NCR will load DES Keys.
For situations where an NCR technician is on-site as part of an installation or
a repair, and is asked to load generic DES keys (0-9 A-F), NCR will load
CARDTRONICS's generic encryption keys at no additional charge. For service calls
placed solely for the loading of encryption keys or for those situations where
additional travel time is required or specialized handling/management of keys is
involved, NCR's standard maintenance time and materials hourly pricing will
apply. Specialized handling/management includes time spent developing schedules
for trips to ATMs, distribution of specialized keys to the field, and project
management/coordination of calls with either you or your designated agent in the
case of split DES keys.
If you implement Split DES, NCR will not carry more than one key. You or your
designated third party agent is responsible for entering the second key.
NCR shall treat all data supplied by you with the highest level of
confidentiality that is reasonable under the circumstances. However, NCR will
not be liable for claims, actions, damages, liabilities, losses and expenses,
including reasonable attorneys' fees, arising out of or in connection with any
claimed ATM loss due to lost, stolen or compromised encryption keys. You
acknowledge that the security of your ATM network is your responsibility, and
that you will change generic DES keys installed by NCR as soon as practicable.
In addition to the terms of this letter, NCR's performance of these DES key
services is subject to all terms and conditions of any Universal, Master, or
Maintenance agreement that may be in place between us.
By signing this agreement, you acknowledge your understanding of these
conditions and limitations on NCR's service for the loading of encryption keys.
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