HomeMy WebLinkAboutWachovia Bank Placement of ATM Machines
Augusta Richmond GA
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YEAR: I ~ OJ Co
BOX NUMBER: \
FILE NUMBER: I 2 1 \ \
NUMBER OF PAGES:
15
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LARRY E. SCONYERS
Chairman
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FREDDIE L. HANDY
Vice-Chairman
BOi\RJD Of C01o/~MITSSITONERS
HENRY H, BRIGHAM
JERRY BRIGHAM
Wm, 'WILLlE' H. MAYS, III
LEE NEEL. III
J, B. POWELL
MOSES TODD
ROOM 605' CITY.COUNTY MUNICIPAL BLOG, (11)
AUGUSTA, GEORGIA 30911
LINDA W, BEAZLEY
County Administra10r
Bus, (706) 821.2488
Fax No, (706) 722.5984
WALTER S. HORNSBY, III
Ass!. County Administrator
May 22, 1996
JAMES B. WALL
County Anomey
Reply To:
P. O. BOX 2125
Augu~a. GA 30903
Ms. Lena Bonner
Clerk, Augusta-Richmond County
Commission-Council
8th .r;oor, City-County Bldg.
Al.:lgtr'st9.-, GA 30911
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I am enclosing the original of a License Agreement
between. Richmond County and Wachovia Bank of Georgia, NA, for the
placement of ATM Machines. This was previously approved by the
Commission-Council. Please place this in the permanent records.
Thanking you and with best personal regards, I am
Yours very truly,
~uM
James B. Wall
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<" Enclosure
cc: Mr. A. B, McKie' {w/enclosure)
Mr. Lewis Johnson (w/enclosure)
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LICENSE AGREEMENT
THIS LICENSE AGREEMENT made and entered into on this 25th day of ~
April, 1996, by and between RICHMOND COUNTY MUNIPICAL BUILDING (hereinafter f-
referred to as "Licensor"), and W ACHOVIA BANK OF GEORGIA N.A., a national banking
association with its principal office at 191 Peachtree Street, NE, Atlanta, Georgia 30303
(hereafter referred to as "Licensee").
WITNESSETH:
WHEREAS; Licensor, and Licensee have agreed the Licensee will install an
au!omated banking machine at Licensor's premises located at 530 Green Street. Courthouse
Lobby. Augusta. Richmond County. Georgia 30911 ; and
WHEREAS, in order to effectuate this agreement Licensor will grant to Licensee a
right to use a portion of certain premises owned by Licensor and located at 530 Green Street.
Courthouse Lobby. Augusta. Richmond County. Georgia 30911 (hereinafter the "Premises"), for
purposes of allowing Licensee to install, maintain and service an automated banking machine (the
"Facility"); and
WHEREAS, the parties hereto have mutually agreed upon the terms and
conditions upon which Licensee will so license a right to use a portion of the Premises and desire
to set forth said terms and conditions;
NOW, THEREFORE, in consideration of these presents and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
1. LICENSED AREA. Licensor hereby licenses to Licensee and Licensee
hereby accepts and licenses from Licensor a right to use a portion of that part of the real property
owned by Licensor more specifically described and marked by the single cross hatching on Exhibit
A attached hereto and made a part hereof, which is known as "Licensed Area".
2. USE OF LICENSED AREA. The Licensed Area shall be used by Licensee
for the installation, operation and maintenance by Licensee of the Facility and for such other uses
as m'ay be approved in writing by Licensor and which are reasonably and necessarily appurtenant
to the installation, operation and maintenance of the Facility by Licensee, are not inconsistent with
Licensor's property rights, and are not in violation of law. Licensee shall be entitled to the
exclusive possession and control of the Licensed Area.
3. RIGHT OF RELOCATION. Subsequent to installation of the Facility,
Licensor may request that Licensee relocate the Facility to another part of Premises owned by
Licensor upon sixty (60) days prior written notice and Licensee agrees to relocate the Facility
within a reasonable time thereafter, provided that such relocation is feasible from a mechanical
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and operational standpoint. In such event, Licensee will pay reasonable costs incurred with such
relocation. Upon any such relocation, "Licensed Area" shall thereafter mean that portion of the
Licensor's Premises to which the Facility has been relocated.
4. OPERATION OF THE FACILITY. Subject to Licensor's fulfillment of its
obligations under Paragraph 9, upon the completion of installation the Facility shall be generally
available for use by Licensor's employees, subject to ordinary interruption of service for
maintenance and repairs and/or suspension of services due to causes beyond Licensee's control.
Licensee shall be solely responsible for any cost and expense required for the
installation, operation and maintenance of the Facility.
5. TERM. The license granted hereby to Licensee to use the Licensed Area as
set forth in this License Agreement shall be for an initial term of three (3) years (the "Initial
Term") from the "Commencement Date," as defined in paragraph 7, unless sooner terminated by
Licensee or Licensor as permitted by this Agreement.
6. TERMINATION. During the Initial Term, Licensor may terminate this
License Agreement at any time without cause upon ninety (90) days prior written notice to
Licensee. Should Licensor terminate this License Agreement, other than due to Licensee's breach
of its obligations hereunder prior to the end of the Initial Term, Licensor shall reimburse the
Licensee for any reasonable costs associated with removing the Facility, provided that in no event
shall such cost exceed in the aggregate the applicable amounts specified in Exhibit C. During the
stated term, Licensee may terminate this Agreement without cause upon ninety (90) days prior
written notice to Licensor. After the Initial Term, this License Agreement shall continue
indefinitely provided that either party may then terminate this License Agreement without cause
by giving the other party ninety (90) days written notice thereof, and, Licensee at its sole cost and
expense shall be responsible for the removal of the Facility.
7. COMMENCEMENT OF TERM. The Term shall commence on the first day
subsequent to the date that the Facility is in full operating condition as described in Exhibit Band
available for use by Licensor's employees, invitees and customers (the "Commencement Date").
Licensee shall advise Licensor of the Commencement Date at least one week prior thereto.
In addition, Licensor shall permit Licensee, its employees and independent
contractors to have reasonable access to the Licensed Area at mutually agreed times prior to the
Commencement Date in order for Licensee to deliver, install, test, and make operational the
Facility.
Licensee shall exercise its best efforts to cause the Commencement Date to occur
no later than one hundred sixty (160) days after the date first set forth in the preamble of this
License Agreement. In the event Licensee fails to cause the Commencement Date to occur by
that date, Licensor may at any time thereafter, as its sole and exclusive remedy, terminate this
License Agreement in which case Licensee shall at its sole cost and expense remove the Facility
promptly from the Premises and shall reimburse Licensor for the reasonable cost and expense
properly incurred by Licensor in furnishing, installing and removing the "Improvements" as
defined hereinafter.
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8. COMPENSATION OF LICENSEE. To compensate the Licensee for the
expenses incurred in connection with the installation and maintenance of the Facility, Licensor
shall pay Licensee a monthly fee in the amount of $0.00 payable on the 1 st business day of the
month.
9. PREPARATION OF THE LICENSED AREA. Licensor and Licensee
acknowledge that, as a condition precedent to the installation of the Facility by the Licensee,
certain improvements described on Exhibit D attached hereto (the "Improvements") shall be made
to the Licensed Area by Licensor. Except as set forth in Exhibit D, Licensor shall not be
responsible for making any improvements to the Premises or furnishing any equipment, materials
or services in connection with the installation of the Facility in compliance with Exhibit B hereto.
Licensor shall complete the Improvements in accordance with a mutually agreed upon schedule.
Upon completion of any portion of the Improvements for which Licensor may be responsible,
Licensee shall have the right to inspect any portion of the Improvements and advise Licensor of
any possible deficiencies and the one hundred sixty (160) day period specified in Paragraph 7 shall
be extended by an amount of time equal to the time elapsing between the date of notice to
Licensor of such deficiencies and the correction and acceptance of the Improvements by Licensee.
10. ACCESS TO THE LICENSED AREA. Licensor hereby grants to Licensee,
its employees, agents and independent contractors, and to Licensee's customers or invitees who
are also Licensor's employees or invitees, a nonexclusive right for the Initial Term and any
renewals thereof of ingress and egress over all property owned by Licensor where the Facility is
located to and from the Licensed Area to the extent necessary for the use, operation and
maintenance of all required mechanical and electrical connections, transmission lines and other
equipment appurtenant thereto. Licensor shall be responsible for the maintenance and repair of
the areas covered by this right of ingress and egress, except for damages therein or elsewhere on
the Premises caused by the negligence or willful misconduct of Licensee, its employees and/or
independent contractors; Licensee shall upon demand reimburse Licensor for the costs and
expense~ of repairing of such damages in such excepted cases.
11. SERVICES FURNISHED BY LICENSOR. In addition to the
Improvements, Licensor, at its sole cost and expense, shall furnish and maintain within the
Licensed Area the following services:
(a) electrical services as described Exhibit D. Telephone and computer line
service necessary for the operation of the Facility shall be provided by Licensee.
(b) all cleaning, maintenance and repair of the Licensed Area excepting the
Facility, provided that in the event the Licensed Area is damaged due to the negligence or willful
misconduct of Licensee, its employees, agents, or independent contractors, Licensee shall
promptly reimburse Licensor for the costs and expenses of the repairs required to correct such
damage.
( c) heating, ventilation and air conditioning sufficient to keep the Licensed
Area at a constant temperature range of between 550 and 850 Fahrenheit twenty-four (24) hours a
day for 365 days a year (interruption of service for maintenance and repairs or other causes
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beyond Licensor's reasonable control excepted). To the extent that such services may be
interrupted, Licensor shall use due diligence to have such services restored as promptly as
possible; provided, however, that Licensor shall not be liable for any interruption of such services.
12. INSURANCE. Licensor shall maintain such insurance coverages (including
but not limited to fire and other casualty) on the building of which the Licensed Area forms a part
and the fixtures and equipment contained therein (other than those belonging to Licensee) as
Licensor in its sole discretion shall deem appropriate.
Licensee shall at all times commencing on the first date that any employees, agents
or contractors of Licensee come onto the Premises pursuant to this License Agreement and
continually thereafter until this License Agreement is terminated, keep in full force and effect a
comprehensive general liability policy providing at least broad form property damage, contractual
liability, contractor's protective, and products/completed operations coverage in an amount of not
less than One Million Dollars ($1,000,000.00) for personal injury and One Million Dollars
($1,000,000.00) for property damage. Such policy shall be deemed primary and noncontributory
with any insurance of Licensor. Licensor shall be named as an additional insured on such policy
as its interest may appear. Such policies shall provide that they may not be canceled or modified
except upon at least thirty (30) days prior written notice to Licensor. Licensee shall be deemed to
have satisfied its obligations pursuant to this paragraph with respect to insurance to the extent that
Licensee shall have the location of the Facility included under any comprehensive general liability
policy, providing the coverages with the limits set forth above, Licensee maintains with respect to
its operations at other locations. Promptly upon execution hereof, Licensee shall deliver to
Licensor a certificate of insurance or other appropriate certification indicating that the coverage
herein required is in full force and effect.
13. INDEMNIFICATION. Licensee shall indemnify, defend and save harmless
Licensor from all claims, losses, suits or demands for bodily injury and property damage suffered
by Licensee, its employees, agents, contractors, customers, invitees or other third parties arising
out of the negligence, willful misconduct of Licensee or Licensee's failure to perform its
obligations under the agreement, except to the extent that such personal or bodily injury and
property damage is caused by the failure by Licensor to properly furnish the Improvements as set
out in Exhibit D, or is caused by the negligence or willful misconduct of the Licensor (its officers
agents or employees or invitees) or the failure of Licensor to otheIWise perform its obligations
under this agreement. Licensor shall give Licensee timely notice on any claim coming under the
scope of this paragraph. Licensee shall be entitled to control the defense in such actions and make
all decisions with respect to settlement or compromise and appeal.
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14. DAMAGE OR THEFT. Licensor agrees that the Facility shall be subject to
those security measures generally applicable to the Premises which Licensor institutes from time'
to time to prevent theft or malicious damage. However, in no circumstances will Licensor be
liable to Licensee for any such damage or theft, including legal tender, whether caused by the acts
or omissions of Licensor, its employees, agents, invitees or independent contractors, including,
without limitation, any terminated employee.
15. RETENTION OF PERSONAL PROPERTY. All machinery, equipment,
fixtures or other property placed on the Licensed Area by Licensee in connection with the
operation of its Facility shall be deemed personal property and title thereto shall remain with
Licensee. Upon any termination of this License Agreement or the Term, all such machinery,
equipment, fixtures and other property installed by Licensee ("Licensee Property"), including, but
not limited to, night deposit vaults, cash dispensing machines, alarm systems and all other items
whatsoever may be removed by Licensee. Licensee shall have thirty (30) days after any such
termination in which to remove all Licensee Property without any license fee obligation; provided,
however, that Licensee shall repair any damage caused to the Premises by such removal, or, at
Licensor's option, shall promptly reimburse Licensor for the costs of such repairs.
16. PLACEl\1ENT OF SIGN. Licensee shall have the right to place signs and
other normal business logos solely within the Licensed Area in a prominent place; provided,
however, that all such signage and logos shall be subject to the prior written approval of Licensor
which may be withheld in the sole and absolute discretion of Licensor. All such signs and other
logos placed on the Licensed Area shall be deemed personal property and title thereto shall remain
with Licensee and Licensee shall be "entitled to remove same upon the termination of this License
Agreement or the Term.
Licensee represents that all such signage and logos at the Facility shall not infringe
on or violate any patents, copyrights, trademarks or other proprietary rights of any third parties.
Licensee shall indemnify and hold Licensor harmless from any claims, costs, damages, expenses or
liabilitie.s arising out of any such violation or infringement.
17. PARKING. Special parking arrangements for Licensee's installation,
maintenance and service personnel at the Premises will be made by mutual agreement of Licensor
and Licensee prior to installation of the Facility.
18. SECURITY. All security requirements of Licensee in connection with the
servicing of its Facility shall be provided by Licensee and at the sole cost and expense of Licensee,
provided, however, that Licensee must obtain Licensor's prior written consent for the installation
of such security devices required in connection with the Facility. Both Licensor and Licensee
, shall use their best efforts to insure that the security devices and precautions implemented by each
are harmonious to the extent possible. Licensee acknowledges that Licensor is not and shall not
be responsible for providing any 'security in connection with this Agreement and/or the
performance of any of Licensor's obligations hereunder, except those security measures
referenced in paragraph 14.
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Should Licensee advise Licensor that a security alarm has been activated, Licensor
will cause its security personnel to make a visual inspection of the Licensed Area and will instruct'
those persons to take such action as may be reasonably required by the circumstances to minimize
or prevent any bodily injury or property damage.
19. EXCLUSIVITY. For the duration of the term of this Agreement unless
sooner terminated, and provided Licensee is not in breach of any of its obligations hereunder, no
other financial institution will be allowed to install an automated banking facility or similar
machine within the same building at the Premises.
20. T AXES. Licensor shall be responsible for the payment of all real property ad
valorem taxes and assessments becoming due with respect to the Licensed Area and shall provide
Licensee with evidence of payment thereof upon written request. Licensee, however, shall be
responsible for payment of any taxes related to or caused by the installation or operation of the
Facility and Licensee's personal property on the Licensed Area, including the Facility. '
21. MODIFICATION OF THE FACllJTY. Licensee may at any time during
the Initial Term of this License Agreement reasonably modify, change, substitute or alter the
Facility; provided,' however, that if such change, modification, or alteration affects the physical
appearance of the Facility or adds to or deletes any of the Services, Licensee shall effect such
change only with the prior written approval of Licensor. Such modifications, changes,
substitutions or alterations as may be allowed hereunder shall be done at Licensee's sole expense.
Licensor shall not be obligated to modify, change, substitute or alter any improvements or
services which it is providing hereunder as a result of any change to the Facility by Licensee.
22. WAIVER OF SUBROGATION. Licensor and Licensee hereby waive any
claim, regardless of fault or negligence, arising in favor of one against the other, or anyone
claiming through or under either, by way of subrogation or otherwise, for any loss of or damage
to any property of either for which loss of damage is covered or could be covered by the standard
fire and casualty policy or under policies of insurance maintained by either. Each party shall
procure from its insurance carrier the appropriate Waiver of Subrogation.
23. LIMITATION OF DAMAGES AND LIABILITY. Except for gross
negligence or willful misconduct resulting in personal injury or property damage to third parties
and except for the indemnification obligations of Paragraph 13, in no event shall Licensee's
liability under this License Agreement include any liability for incidental, indirect, special, or
consequential damage.
24. NOTICES. Whenever, in this License Agreement, it shall be required or
permitted that notice or demand be given or served by either party on the other, unless otherwise
specifically provided, such notice or demand shall be given or served in writing by certified mail,
return receipt requested for each party at the address specified below or at such other address as
the parties may designate:
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Licensor:
Richmond County MYRi~if3al .ayiIQiR~
530 Green Street
Augusta" Georgia 3 0911
Attention: Larry E. Sconyers
Mayor
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Licensee: Wachovia Bank of Georgia, N.A.
191 Peachtree Street, NE
Atlanta, Georgia 30303
Attention: Victor B. Grantham, Jr.
Vice President - CFSS Network Management
25. ENTIRE AGREEMENT. This License Agreement constitutes the entire
agreement between the parties hereto and no other representations, warranties or agreements,
whether written or oral, shall be binding on either of the parties. This License Agreement may not
be modified except by an instrument in writing signed by both parties.
26. CAPTIONS. The captions of this License Agreement are inserted for the
purpose of convenient reference and in no Way define, limit or describe the scope or intent of this
License Agreement or any, part hereof.
27. POSTPONEMENT OF ACTION. Whenever the time for the performance
or discharge of any obligation or the exercise of any right provided hereunder shall fall on any
Saturday, Sunday or other legal holiday, then the time for the performance or discharge of such
obligation or the exercise of such" right shall be extended to 5:00 p.m. on the next business day.
No waiver of any of the terms and/or conditions of this License Agreement in any instance shall
be deemed to be a waiver of such in any other instance.
_ 28. SUCCESSORS AND ASSIGNS. This License Agreement shall be binding
on the parties hereto, their successors and assigns, but Licensee agrees and understands that it
may not transfer or assign this License Agreement or any of its rights-or obligations hereunder
without written permission of the Licensor.
29. EFFECTIVE DATE. This License Agreement and its terms shall be in effect
as of the date first set forth above.
30. LICENSEE REPRESENTATIONS. Licensee represents and warrants to
Licensor that this License Agreement and Licensee's obligations hereunder do not violate any
applicable federal, state or local law, rule or regulation and that in the event any approvals of any
governmental entity are required for the performance of any Licensee's obligations hereunder, all
such approvals shall be obtained by Licensee at its sole cost and expense in a timely manner.
Licensee represents and warrants to Licensor that no such approvals of any governmental entity
involved in the regulation of banking' activities are required to be obtained by Licensor in
connection with the performance by Licensor. of any of its obligations hereunder or the exercise of
any of its rights hereunder, or as a result of the performance by Licensee of any of its obligations
hereunder.
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Licensee hereby agrees and acknowledges that no real property interest in all or
any portion of the Premises, including, without limitation, the Licensed Area and portion of the
Premises required for ingress to and/or egress from the Licensed Area shall be created or
otherwise arise out of this License Agreement, expressly or by implication. Licensee shall in no
event file any notice of interest in such Premises in any real, estate registry. Licensor waives and
releases any interest in the Facility which it may acquire by virtue of the laws of the State of
Georgia], based upon the installation of the Facility on real property owned by the Licensor and
Licensor agrees that the Facility and all appurtenant equipment shall remain personal property of
the Licensee.
31. MARKETING. At such time as Licensor reasonably deems appropriate,
Licensor shall communicate the availability of the Facility to all of Licensor's employees with
offices at the Premises through a payroll envelope stuffer or through other means chosen by
Licensor in its sole discretion.
Upon request by Licensor, Licensee shall provide trained demonstrators for a
period of up to two weeks following the commencement of the term in order to explain the use of
the Facility to Licensor's employees and invitees and to assist such employees and invitees in the
use of the Facility.
Upon request by Licensor, Licensee shall also provide a presentation to Licensor's
employees and invitees as Licensor may reasonably request with respect to the direct deposit of
payroll and the advantages of direct deposit.
32. APPLICABLE LAW. Notwithstanding the location of the entities executing
this agreement, this agreement shall be governed by and interpreted with the laws of the State of
Georgia.
33. NO SURCHARGE, During the term of this agreement, Licensee agrees that
no surcharge wiIl be charged for transactions from the ATM.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in their respective names in an appropriate and lawful manner on this the day and year
first above written.
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EXHIBIT A
Sketch: A TM Location
Premises
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EXHmIT B
Facility
Quantity Description:
1 NCR #5674 ATM
2 Transtector Surge Power Protectors
I Racal-Milgo Modem
1 AT & T Modem
1 Mosler COMSEC Alarm
1 Mosler Digital Dialer
1 Signage Panel
Item:
EXHffiIT C
Improvements
Electrical Service
Lockable Room or Enclosure for ATM and Equipment
Conduit to House Data and Voice Communication Lines
All Electrical and Telephone/Date Outlets
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EXHmIT D
Electrical Service Details As Provided
4 Ea. Duplex Outlets
4 Ea. Dedicated 110 Y.AC. 20 Amp Circuits with u.p.s. Back-up and Isolated Ground
One circuit outlet will be provided to support the following equipment:
AT.M.
A T.M. Modem
- Alarm Modem
Alarm Cabinet
Dialer
Telephone Interphase
RJCHMOND,DOr
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EXHffilT E
Payment Schedule
Except as may be otherwise specified in the Agreement, no other montWy operating fee
shall be payable by to Wachovia for such Facility.
RICHMOND. DOC
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