09/15/2010 Agreement
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
September 23, 2010
TO:
Peter Horton, Director
of Airports
VIA:
April Pearson
, /
) ( j.;fl
FROM:
Isabel C. DeSantis, D. C.
At the September 15, 2010 Board of County Commissioners meeting, the Board granted
approval and authorized execution of an Automated Teller Machine Agreement with First State
Bank of the Florida Keys to operate an automated teller machine (ATM) at the Key West
International Airport
Enclosed is a duplicate original of the above-mentioned for your handling. Should you
have any questions, please feel free to contact our office.
cc: County Attorney
Finance
File
AUTOMATED TELLER MACHINE AGREEMENT
KEY WEST INTERNATIONAL AIRPORT
FIRST STATE BANK
THIS AGREEMENT is made and entered into on the J ~day of S~~,
20M, by and between MONROE COUNTY, a political subdivision of the State of Florida,
hereinafter referred to as "Lessor" or "County", and FIRST STATE BANK OF THE FLORIDA
KEYS, a Florida banking corporation, hereinafter referred to as "Lessee";
WHEREAS, Lessor desires to grant to Lessee a non-exclusive right to operate an
automated teller machine at the Key West International Airport at Key West, Florida,
hereinafter referred to as "Airport"; and
WHEREAS, Lessor and Lessee desire, in connection with said operations, to provide for
the leasing by Lessor to Lessee of certain space in the Terminal at the Airport; now, therefore
IN CONSIDERATION of the premises and of mutual covenants and promises hereinafter
contained, the parties hereto do hereby agree as follows:
1. Premises - Lessor hereby leases to Lessee a mutually agreed upon site in the
arrivals concourse for Lessee's use to install, maintain and operate an automated teller machine
space. For purposes of this lease, the terms "Automated Teller Machine" or "ATM" means a
device (and its related container, equipment and connections) used by Lessee or an affiliate to
facilitate customer access to Lessee's banking and other services and products offered now or in
the future. The A TM site shall be a mutually agreed upon site having adequate floor space,
affording good visibility and allow the A TM to be installed, operated and maintained in
accordance with its specifications and the Lessee's usual manner for the type of ATM involved.
2. Term - This agreement is for a term of one (1) year, commencing on October 1,
2010 and expiring on September 30, 2011. Upon written request by Lessee no later than 90 days
prior to the expiration of the lease term, Lessor may, at Lessor's discretion, agree to renew the
lease for one five-year term under the same terms and conditions (other than rent). If the five year
option is exercised, the parties agree that the monthly rent shall adjusted pursuant to negotiation
based on an evaluation of the financial results of the A TM during the initial one year period.
3. Rental and Fees - Lessee, during the term hereof, shall pay to Lessor for
occupancy of said premises a monthly sum of $100.00, plus applicable sales tax to be paid on or
before the first day of each month.
4. Lessee's Obligations - Lessee covenants and agrees:
(a) to install, maintain, and service the ATM using reasonable efforts to ensure the
A TM will remain fully operational during the lease term, subject to downtime from maintenance,
equipment or network malfunction and other causes beyond Lessee's reasonable control.
(b) to arrange, and pay, for the installation of phone service and related equipment
associated with the operation of the A TM and to pay all charges for monthly phone service to the
ATM.
(c) to provide cash replenishment services for the A TM, in accordance with Lessee's
usual and customary practices and to bear all risk of loss of such cash.
(d) to pay the rent and other charges herein reserved at such times and places as the
same are payable;
(e) to make no alterations, additions or improvements to the leased premises without
the prior written consent of Lessor, which consent shall be not be unreasonably withheld;
(f) to keep and maintain the A TM and associated equipment neat, clean and in good
condition, order and repair during the term of this agreement.
(g) to observe and comply with any and all requirements of the constituted public
authorities and with all federal, state or local statutes, ordinances, regulations, and standards
applicable to Lessee or its use of the demised premises, including, but not limited to, rules and
regulations promulgated from time to time by or at the direction of Lessor for administration of
the Airport;
(h) to carry fire and extended coverage insurance, if obtainable, on Lessee's
equipment on the leased premises to the full insurable value thereof.
(i) to control the conduct, manner and appearance of its officers, agents, and
employees maintaining and/or servicing the A TM, and any objection from the Director of
Airports concerning the conduct, manner or appearance of such persons, Lessee shall forthwith
take steps necessary to remove the cause of the objection.
(k) to remove, at Lessee's sole expense and with reasonable diligence, the ATM from
the ATM site upon termination of the lease for any reason and to restore the premises to it's
original condition prior to the commencement of this lease. The time for cessation of operation
and removal of the A TM will include the time reasonably necessary for Lessee to comply with
any regulatory requirement that prior notice be given of the removal of the A TM
5. Signage and Promotional Activities - The ATM will, at Lessee's option, bear
Lessee's customary corporate signage and graphics. Lessee shall also be permitted to place and
maintain at Lessee's expense, a sign using Lessee's customary corporate signage and graphics on
the exterior of the arrivals concourse in a mutually agreed upon location which will afford good
visibility. The sign shall comply with all applicable permitting and zoning requirements. If the
Lessee changes it's name or corporate signage or graphics at any time, Lessee shall have the right
to make such changes as are necessary to reflect the changes and may modify or change existing
signs to do so. Lessee shall, at its sole cost and expense, remove and cover its exterior sign(s) at
the termination of this lease and shall repair any damage caused by the removal. Either party may
refer in its advertising to the fact that the Lessee's A TM is located at the A TM site provided in
this lease if the other party has previously approved the text and medium of the particular
advertisement. All signage will be submitted to and approved by the Lessor which approval shall
not be unreasonably withheld.
6. Lessor's Obligations - Lessor covenants and agrees:
(a) to maintain, at Lessor's expense, the arrivals concourse including the ATM site
and its surrounding area and lighting in good order and condition, including the provision of
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daily janitorial and trash removal service. Maintenance and repair of the A TM shall be the
Lesee's responsibility as provide in section 4 above.
(b) to provide an adequate electrical power source at the A TM site for the A TM and
to pay for the associated use of the electric service.
(c) subject to airport and/or TSA security requirements, to provide unrestricted access
to the A TM to all users of the A TM, including Lessee, Lessee's employees, agents and
contractors, at all times during Lessor's hours of operations.
(d) A TM will not be shut off without first contacting Lessee and obtaining approval
form a valid bank representative.
( e) not to use any phone line installed by or on behalf of Lessee or any equipment
installed by or on behalf of Lessee for any purpose other than the operation of the ATM.
(f) not to move the A TM from its installed site without the consent and assistance of
bank personnel. Following notice from the Lessor of its intention to do so, Lessor may remove
the ATM from its installed site if Lessee fails to do so upon termination of this lease.
7. Accounting Procedures - Lessee agrees that it will make available to Monroe
County, a full and complete book of accounts and other records pertaining to the leased space,
improvements thereon and the rental payments. The records shall not include any records of any
financial transactions actually conducted at the ATM. The County, acting through its Finance
Director or other authorized representative, shall, upon reasonable notice, have the right to
inspect and audit said records.
8. Investment by the Lessee - All leasehold improvements and their titles shall vest
immediately in Monroe County upon their acceptance by the County. Furniture, furnishings,
fixtures and equipment will remain the personal property of Lessee and may be removed upon
the termination of the lease, provided all of its accounts payable to the County are paid at that
time, or in the event the County does not purchase same.
9. Damage and Iniury - Lessee covenants that it and all of its agents, servants,
employees, and independent contractors will use due care and diligence in all of its activities and
operations at the Airport and the Lessee hereby agrees to repay or be responsible to Monroe
County for all damages to the property of the County which may be caused by an act or omission
on the part of the Lessee, its agents, servants, or employees.
10. Other Development of Airport - Monroe County reserves the right to further
develop or improve the landing area of the Airport as its sees fit, regardless of the desires or
views of the Lessee, and without interference or hindrance; provided, however, that in no event
can the County deprive the Lessee of reasonable and direct routes of ingress and egress to the
A TM site.
11. Terminal Area Planning - Lessee acknowledges that Monroe County has Master
Plans including terminal area revisions. Lessee hereby agrees to cooperate to the fullest with the
County, especially in those areas of terminal improvements which may at some time cause
relocation of A TM site.
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12. Lessor's Inspection and Maintenance - Lessor and its authorized officers,
employees, agents, contractors, subcontractors and other representatives shall have the right to
enter upon the leased premises for the following purposes:
(a) to inspect the leased premises at reasonable intervals during regular business
hours (or at any time in case of emergency) to determine whether Lessee has complied and is
complying with the terms and conditions of this agreement with respect thereto; or
(b) to perform essential maintenance, repair, relocation, or removal of existing
underground and overhead wires, pipes, drains, cables and conduits now located on or across the
leased premises, and to construct, maintain, repair, relocate and remove such facilities in the
future if necessary to carry out the Master Plan of development of the Airport; provided,
however, that said work shall in no event disrupt or unduly interfere with the operations of
Lessee, and provided further, that the entire cost of such work, including but not limited to the
cost of rebuilding, removing, relocating, protecting or otherwise modifying any fixed
improvements at any time erected or installed in or upon the leased premises by Lessor, Lessee or
third parties, as a result of the exercise by Lessor of its rights hereunder, and the repair of all
damage to such fixed improvements caused thereby, shall be borne solely by Lessor.
13. Indemnification/Hold Harmless Notwithstanding any minimum insurance
requirements prescribed elsewhere in this agreement, Lessee shall defend, indemnify and hold
the Lessor and the Lessor's elected and appointed officers and employees harmless from and
against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings,
appellate proceedings, or other proceedings relating to any type of injury (including death), loss,
damage, fine, penalty or business interruption, and (iii) any costs or expenses (including, without
limitation, costs of remediation and costs of additional security measures that the Federal
Aviation Administration, the Transportation Security Administration or any other governmental
agency requires by reason of, or in connection with a violation of any federal law or regulation,
attorneys' fees and costs, court costs, fines and penalties) that may be asserted against, initiated
with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A)
any activity of Lessee or any of its employees, agents, contractors or other invitees on the Airport
during the term of this Lease, (B) the negligence or willful misconduct of Lessee or any of its
employees, agents, contractors or other invitees, or (C) Lessee's default in respect of any of the
obligations that it undertakes under the terms of this lease, except to the extent the claims,
actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or
sole negligent acts or omissions of the Lessor or any of its employees, agents, contractors or
invitees (other than Lessee). Insofar as the claims, actions, causes of action, litigation,
proceedings, costs or expenses relate to events or circumstances that occur during the term of this
lease, this section will survive the expiration of the term of this lease or any earlier termination of
this lease
Q Liability Insurance - The Lessee shall procure and maintain insurance of the
types ~o the limits in paragraph (1) and (2) inclusive below.
Except as otherwise stated, the amounts and types of insurance shall conform to the
following minimum requirements:
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(1) Workmen's compensation - Coverage to apply for all employees
for Statutory Limits in compliance with the applicable state and federal laws. In
addition, the policy must include Employers' Liability with a limit of $100,000
each accident.
(2) Commercial General Liability - Coverage must include:
a. Combined single limit for bodily injury and
property damage - $1,000,000.
b. Additional Insured - Monroe County is to
specifically be included as an additional
insured.
(3) Certificate of Insurance - Certificates of all insurance
required from the Lessee shall be filed with the County.
Certificates from the insurance carrier, stating the types of
coverage provided, limits of liability, and expiration dates, shall be
filed with the County before operations are commenced. The
required certificates of insurance shall not only named the types of
policies provided, but shall also refer specifically to this agreement
and section and the above paragraphs in accordance with which
such insurance is being furnished, and shall state that such
insurance is as required by such paragraphs of this agreement.
( 4) All insurance companies shall be authorized to do business in the State of
Florida.
MONROE COUNTY SHALL BE NAMED AS ADDITIONAL
INSURED ON ALL POLICIES EXCEPT WORKMAN'S
COMP.
15. N on- Discrimination - Lessee shall furnish all services authorized under this
agreement on a fair, equal and non-discriminatory basis to all persons or users thereof, charging
fair, reasonable, and non-discriminatory prices for all items and services which it is permitted to
sell or render under this agreement.
Lessee agrees that there will be no discrimination against any person, and it is expressly
understood that upon a determination by a court of competent jurisdiction that discrimination has
occurred, this Agreement automatically terminates without any further action on the part of any
party, effective the date of the court order. Lessee agrees to comply with all Federal and Florida
statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but
are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits
discrimination on the basis of race, color or national origin; 2) Title IX of the Education
Amendment of 1972, as amended (20 USC ss.1681-1683, and 1685-1686), which prohibits
discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended
(20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age
Discrimination Act of 1975, as amended (42 use SSe 6101-6107) which prohibits discrimination
on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as
amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive
Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-
616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)
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The Public Health Service Act of 1912, SSe 523 and 527 (42 USC SSe 690dd-3 and 290ee-3), as
amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the
Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the
sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s.
1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of
disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may
apply to the parties to, or the subject matter of, this Agreement.
16. Rules and Regulations - Lessee agrees to observe and obey, during the term of this
lease, all laws, ordinances, rules and regulations promulgated and enforced by the County and by
any other proper authority having jurisdiction over the conduct of the Lessee's operations at the
Airport. Within thirty (30) days from the date of this agreement, the County shall provide Lessee
a written list of all rules and regulations which it has promulgated up until that time and which
will effect the Lessee's operations hereunder. In the event new rules and regulations are
contemplated, written notice of same shall be furnished to Lessee, and Lessee will be given thirty
(30) days to comply. In the event that Lessee should determine that any contemplated rule or
regulation unreasonably hinders him in his operation under this agreement, the Lessee shall so
notify the County, and the parties hereto agree that any problem arising incidental thereto will, as
much as possible, be worked out between the parties without the necessity to resort to further
legal remedies.
17. United States' Requirements - This lease shall be subject and subordinate to the
provisions of any existing or future agreement between the Lessor and the United States relative
to the operation or maintenance of the Airport, and execution of which has been or may be
required by the provision of the Federal Airport Act of 1946, as amended, or any future act
affecting the operation or maintenance of the Airport, provided, however, that Lessor shall, to the
extent permitted by law, use its best efforts to cause any such agreement to include provisions
protecting and preserving the rights of Lessee in and to the demised premises and improvements
thereon, and to compensation for the taking thereof, and payment for interference therewith and
for damage thereto, caused by such agreement or by actions of the Lessor or the United States
pursuant thereto.
18 . Cancellation by Lessor - If any of the following events occur, the Lessee shall be
deemed to be in default of its obligations under the agreement, in which case Monroe County
shall give the Lessee notice in writing to cure such default within thirty (30) days, or the Lease
will be automatically canceled at the end of that time and such cancellation will be without
forfeiture, waiver, or release of the County's right to any such of money due pursuant to this
agreement for the full term hereof:
(a) if Lessee shall make a general assignment for the benefit of creditors, or file a
voluntary petition in bankruptcy or a petition or answer seeking its reorganization or the
readjustment of its indebtedness under the Federal Bankruptcy Laws of any other similar law or
statute of the United States or any state, or government, or consent to the appointment of a
receiver, trustee or liquidator of all or substantially all of the property of Lessee;
(b) if any order or decree of a court of competent jurisdiction Lessee shall be
adjudged bankrupt or an order shall be made approving a petition seeking its reorganization, or
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the readjustment of its indebtedness under the Federal Bankruptcy Laws of any law or statute of
the United States or any state, territory, or possession thereof or under the law of any other state,
nation, or government, provided, that if such judgment or order be stayed or vacated within
ninety (90) days after the entry thereof, any notice of cancellation given shall be and become void
and of no effect;
( c) if by or pursuant to any order or decree of any court or governmental authority,
board, agency or officer having jurisdiction, a receiver, trustee or liquidator shall take possession
or control of all or substantially all of the property of Lessee for the benefit of creditors,
provided, that if such order or decree be stayed or vacated within sixty (60) days after the entry
thereof or during such longer period in which Lessee diligently and in good faith contests the
same, any notice of cancellation shall be and will become null, void and of no effect;
(d) if Lessee fails to pay the rental charges or other money payments required by this
instrument and such failure shall not be remedied within thirty (30) days following receipt by
Lessee of written demand from Lessor to do so;
( e) if Lessee defaults in fulfilling any of the terms, covenants, or conditions required
of it hereunder and fails to remedy said default within thirty (30) days following receipt by
Lessee of written demand from Lessor to do so, or if, by reason of the nature of such default, the
same cannot be remedied within thirty (30) days following receipt by Lessee of written demand
from Lessor to do so, then, if Lessee shall have failed to commence the remedying of such
default within thirty (30) days following such written notice, or having so commenced, shall fail
thereafter to continue with diligence the curing thereof;
(f) if the Lessee shall desert or abandon the premises for seven (7) consecutive
calendar days;
(g) if the concession or the estate of the Lessee hereunder shall be transferred,
subleased, or assigned in any manner except in the manner as herein permitted;
(h) if the Lessee shall fail to pay any validly imposed tax; assessments; utility rent,
rate or charge; or other governmental imposition; or any other charge or lien against the premises
leased hereunder within any grace period allowed by law, or by the governmental authority
imposing the same, during which payment is permitted without penalty or interest; in complying
with this subparagraph the Lessee does not waive his right to protest such tax, assessment, rent,
rate or charge; or
(i) if the Lessee fails to provide service as required by specifications for five days
during any thirty day period, unless such failure is caused by an act of God, national emergency
or a labor strike of which the Lessee has given the County immediate notice, the concession may
be canceled within thirty (30) days of the giving of notice by the County and the Lessee shall not
be permitted to cure such default.
19. Additional Remedies - In the event of a breach or a threatened breach by Lessee of
any of the agreements, terms, covenants and conditions hereof, Lessor shall have the right of
injunction to restrain said breach and to invoke any remedy allowed by law or equity, as if
specific remedies, indemnity or reimbursement were not herein provided. The rights and
remedies given to Monroe County are distinct, separate and cumulative, and no one of them,
whether or not exercised by the County, shall be deemed to be in exclusion of any of the others
herein or by law or in equity provided. No receipt of monies by Lessor from Lessee after the
cancellation or termination hereof shall reinstate, continue or extend the term, or affect any notice
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previously given to Lessee, or operate as a waiver of the right of the County to enforce the
payment of rentals and other charges then due or thereafter falling due, or operate as a waiver of
the right of Lessor to recover possession of the premises by suit or otherwise. It is agreed that,
after the service of notice to cancel or terminate as herein provided, or after the commencement
of any proceeding, or after a final order for possession of the premises, the County may demand
and collect any monies due, or thereafter falling due, without in any manner affecting such
notice, proceeding, or order; and any and all such monies and occupation of the premises, or at
the election of the County on account of Lessee's liability hereunder. The parties agree that any
litigation arising out of the agreement shall be brought in Monroe County, Florida, and
determined under the laws of the State of Florida. Lessee will pay any reasonable attorney's fees
incurred if the County prevails in the enforcement of the agreement, regardless of whether or not
a lawsuit is filed, including but not limited to all costs and attorney's fees incurred in collecting,
trial, bankruptcy or reorganization proceedings or appeal of any matter hereunder and all costs,
charges and expenses incurred herein.
20. Cancellation by Lessee - Lessee shall have the right upon written notice to Lessor,
to cancel this agreement in its entirety upon or after the happening of one or more of the
following events, if said event or events is then continuing:
(a) the issuance by any court of apparent competent jurisdiction of an injunction,
order, or decree preventing or restraining the use by Lessee of all or any substantial part of the
leased premises or preventing or restraining the use of the Airport for usual airport purposes in its
entirety, or the use of any part thereof which may be used by Lessee and which is necessary for
Lessee's operations on the Airport, which remains in force unvacated or unstayed for a period of
at least one hundred twenty (120) days;
(b) the default of Lessor in the performance of any of the terms, covenants or
conditions required of it under this instrument and the failure of Lessor to cure such default
within a period of thirty (30) days following receipt of written demand from Lessee to do so,
except that if by reason of the nature of such default, the same cannot be cured within said thirty
(30) days, then Lessee shall have the right to cancel if Lessor shall have failed to commence to
remedy such default within said thirty (30) days following receipt of such written demand, or
having so commenced, shall fail thereafter to continue with diligence the curing thereof;
( c) the inability of Lessee to conduct its business at the Airport in substantially the
same manner and to the same extent as theretofore conducted, for a period of at least ninety (90)
days, because of (i) any law, (ii) any rule, order, judgment, decree, regulation, or other action or
non-action of any Governmental authority, board, agency or officer having jurisdiction thereof;
(d) if the fixed improvements placed upon the leased premises are totally destroyed or
so extensively damaged that it would be impracticable or uneconomical to restore the same to
their previous condition as to which Lessee is the sole judge. In any such case, the proceeds of
insurance, if any, payable by reason of such loss shall be apportioned between Lessor and Lessee,
Lessor receiving the same proportion of such proceeds as the then expired portion of the lease
term bears to the full term hereby granted, and Lessee receiving the balance thereof. If the
damage results from an insurable cause and is only partial and such that the said fixed
improvements can be restored to their prior condition within a reasonable time, then Lessee shall
restore the same with reasonable promptness, and shall be entitled to receive and apply the
proceeds of any insurance covering such loss to said restoration, in which event this agreement
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shall not be canceled but shall continue in full force and effect, and in such case any excess
thereof shall belong to Lessee;
( e) in the event of destruction of all or a material portion of the Airport or the Airport
facilities, or in the event that any agency or instrumentality of the United States Government, or
any state or local government occupies the Airport or a substantial part thereof, or in the event of
military mobilization or public emergency wherein there is a curtailment, either by executive
decree or legislative action, of normal civilian traffic at the Airport or the use of motor vehicles
or airplanes by the general public, continuing for a period in excess of fifteen (15) days;
(f) the taking of the whole or any part of the leased premises by the exercise of any
right of condemnation or eminent domain.
21. Lessee's Reserved Rights - Nothing contained in this Agreement shall limit or
restrict in any way such lawful rights as Lessee may have now or in the future to maintain claims
against the federal, state, or municipal government, or any department or agency thereof, or
against any interstate body, commission or authority, or other public or private body exercising
governmental powers, for damages or compensation by reason of the taking or occupation, by
condemnation or otherwise, of all or a substantial part of the leased premises, including fixed
improvements thereon, or of all or a material part of the Airport with adverse effects upon
Lessee's use and enjoyment of the leased premises for the purposes hereinabove set forth; and
Lessor hereby agrees to cooperate with Lessee in maintenance of any just claim of said nature,
and to refrain from hindering, opposing, or obstructing the maintenance thereby by Lessee.
22. Assignment and Subletting - Lessee shall not assign this agreement without prior
written consent of Lessor, nor permit any transfer by operation of law of Lessee's interest created
hereby, other than by merger or consolidation.
23. Other Use - Lessee shall not use or permit the use of the leased premises or any
part thereof for any purpose or use other than an authorized by this agreement.
24. Liens - Lessee shall cause to be removed any and all liens of any nature arising out
of or because of any construction performed by Lessee or any of its contractors or subcontractors
upon the leased premises or arising out of or because of the performance of any work or labor
upon or the furnishing of any materials for use at said premises, by or at the direction of Lessee.
25. Time - In computing Lessee's term within which to commence or cure any default
as required by this Lease, there shall be excluded all delays due to strikes, lockouts, acts of God
and the public enemy, or by order or direction or other interference by any municipal, State,
Federal or other governmental department, board, or commission having jurisdiction, or other
causes beyond Lessee's control.
26. Paragraph Headings - Paragraph headings herein are intended only to assist in
reading identification and are not in limitation or enlargement of the content of any paragraph.
27. Notices - Any notice of other communication from either party to the other
pursuant to this agreement is sufficiently given or communicated if sent by registered mail, with
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proper postage and registration fees prepaid, addressed to the party for whom intended, at the
following addresses:
For Lessor: Monroe County Board of County Commissioners
P. O. Box 1680
Key West, Florida 33040
For Lessee: First State Bank of the Florida Keys, Attention Controller
1201 Simonton Street
Key West, Florida 33040
or to such other address as the party being given such notice shall from time to time designate to
the other by notice given in accordance herewith.
28. Books" Records and Documents Lessee shall maintain all books, records, and
documents directly pertinent to performance under this Agreement in accordance with generally
accepted accounting principles consistently applied. Each party to this Agreement or their
authorized representatives shall have reasonable and timely access to such records of each other
party to this Agreement for public records purposes during the term of the Agreement and for
four years following the termination of this Agreement.
29. Severability If any term, covenant, condition or provision of this lease (or the
application thereof to any circumstance or person) shall be declared invalid or unenforceable to
any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and
provisions of this lease, shall not be affected thereby; and each remaining term, covenant,
condition and provision of this lease shall be valid and shall be enforceable to the fullest extent
permitted by law unless the enforcement of the remaining terms, covenants, conditions and
provisions of this lease would prevent the accomplishment of the original intent of this lease. The
County and Lessee agree to reform the lease to replace any stricken provision with a valid
provision that comes as close as possible to the intent of the stricken provision.
30. Attorney's Fees and Costs The County and Lessee agree that in the event any
cause of action or administrative proceeding is initiated or defended by any party relative to the
enforcement or interpretation of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award
against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and
out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted
pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and
usual and customary procedures required by the circuit court of Monroe County.
31. Binding Effect The terms, covenants, conditions, and provisions of this
Agreement shall bind and inure to the benefit of the County and Lessee and their respective legal
representatives, successors, and assigns.
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32. Authority Each party represents and warrants to the other that the execution,
delivery and performance of this Agreement have been duly authorized by all necessary County
and corporate action, as required by law.
33. Adiudication of Disputes or Disagreements County and Lessee agree that all
disputes and disagreements shall be attempted to be resolved by meet and confer sessions
between representatives of each of the parties. If no resolution can be agreed upon within 30
days after the first meet and confer session, the issue or issues shall be discussed at a public
meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the
satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may
be provided by this Agreement or by Florida law.
34. Cooperation In the event any administrative or legal proceeding is instituted
against either party relating to the formation, execution, performance, or breach of this Lease,
County and Lessee agree to participate, to the extent required by the other party, in all
proceedings, hearings, processes, meetings, and other activities related to the substance of this
Lease or provision of the services under this lease. County and Lessee specifically agree that no
party to this Lease shall be required to enter into any arbitration proceedings related to this
Agreement.
35. Covenant of No Interest County and Lessee covenant that neither presently has
any interest, and shall not acquire any interest, which would conflict in any manner or degree
with its performance under this Lease, and that the only interest of each is to perform and receive
benefits as recited in this Agreement.
36. Code of Ethics County agrees that officers and employees of the County
recognize and will be required to comply with the standards of conduct for public officers and
employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to,
solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation;
misuse of public position, conflicting employment or contractual relationship; and disclosure or
use of certain information.
37. No Solicitation/Payment The County and Lessee warrant that, in respect to itself,
it has neither employed nor retained any company or person, other than a bona fide employee
working solely for it, to solicit or secure this Lease and that it has not paid or agreed to pay any
person, company, corporation, individual, or firm, other than a bona fide employee working
solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or
resulting from the award or making of this Lease. For the breach or violation of the provision, the
Lessee agrees that the County shall have the right to terminate this Lease without liability and, at
its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee,
commission, percentage, gift, or consideration.
38. Public Access The County and Lessee shall allow and permit reasonable access
to, and inspection of, all documents, papers, letters or other materials in its possession or under
its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the
11
County and Lessee in conjunction with this Lease; and the County shall have the right to
unilaterally cancel this Lease upon violation of this provision by Lessee.
39. Non- Waiver of Immunity Notwithstanding the provisions of Sec. 768.28, Florida
Statutes, the participation of the County and the Lessee in this Lease and the acquisition of any
commercial liability insurance coverage, self-insurance coverage, or local government liability
insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability
coverage, nor shall any contract entered into by the County be required to contain any provision
for waiver.
40. Privileges and Immunities All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability, workers'
compensation, and other benefits which apply to the activity of officers, agents, or employees of
any public agents or employees of the County, when performing their respective functions under
this Lease within the territorial limits of the County shall apply to the same degree and extent to
the performance of such functions and duties of such officers, agents, volunteers, or employees
outside the territorial limits of the County.
41. Legal Obligations and Responsibilities: Non-Delegation of Constitutional or
Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any
participating entity from any obligation or responsibility imposed upon the entity by law except
to the extent of actual and timely performance thereof by any participating entity, in which case
the performance may be offered in satisfaction of the obligation or responsibility. Further, this
Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the
constitutional or statutory duties of the County, except to the extent permitted by the Florida
constitution, state statute, and case law.
42. Non-Reliance by Non-Parties No person or entity shall be entitled to rely upon
the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party
claim or entitlement to or benefit of any service or program contemplated hereunder, and the
County and the Lessee agree that neither the County nor the Lessee or any agent, officer, or
employee of either shall have the authority to inform, counsel, or otherwise indicate that any
particular individual or group of individuals, entity or entities, have entitlements or benefits
under this Agreement separate and apart, inferior to, or superior to the community in general or
for the purposes contemplated in this Agreement.
43. No Personal Liability No covenant or agreement contained herein shall be
deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe
County in his or her individual capacity, and no member, officer, agent or employee of Monroe
County shall be liable personally on this Agreement or be subject to any personal liability or
accountability by reason of the execution of this Agreement.
44. Execution in Counterparts This Agreement may be executed in any number of
counterparts, each of which shall be regarded as an original, all of which taken together shall
12
constitute one and the same instrument and any of the parties hereto may execute this Agreement
by signing any such counterpart.
45. Section Headings Section headings have been inserted in this Agreement as a
matter of convenience of reference only, and it is agreed that such section headings are not a part
of this Agreement and will not be used in the interpretation of any provision of this Agreement.
46. Mutual Review This agreement has been carefully reviewed by Lessee and the
County, therefore this agreement is not to be construed against either party on the basis of
authorship.
47. Rights Reserved Notwithstanding anything herein contained that may be, or
appear to be, to the contrary, it is expressly understood and agreed that the rights granted under
this agreement are nonexclusive and the Lessor herein reserves the right to grant similar
privileges to another Lessee or other Lessees on other parts of the Airport.
IN WITNESS WHEREOF, the parties have caused these presents to be executed by their
respective officer or representative thereunto duly authorized, the day and year first above
written.
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By ~a.LJ. L. ~~
Deputy Clerk
BY~
Mayor/Chairman
FIRST STATE BANK OF THE
FLORIDA KEYS
LJ~'-(l~
WItness
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13
~
;4CORDfI> CERTIFICATE OF LIABILITY INSURANCE I DATE (MMlDDIYYYY)
~.. 9/17/2010
THIS CERTiFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S}, AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s}.
PRODUCER CONTACT Valerie Booker
NAME:
Aon Private Risk Management WgN:o Ext\: (847) 953-6354 I FAX 953-2313
1000 Milwaukee Avenue (AlC No): (84 7)
E-MAIL valerie booker@aon.com
ADDRESS:
Glenview IL 60025 ~~~~~~~~ 10 #: 3 6 61
INSURER(S) AFFORDING COVERAGE NAIC #
INSURED INSURER A :Fideli ty and Deposi t Company 39306
First State Bank of the Florida Keys
INSURER B :
1201 Simonton Street INSURER C :
Key West FL 33040 INSURER 0 :
(305) 293-6806 INSURER E :
!NSURER F:
COVERAGES
CERTIFICATE NUMBER: Cert ID 19117
REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUBR (I POLICY EFF POLICY EXP LIMITS
LTR INSR WVD POLICY NUMBER MMlDDIYYYY) (MMlDDIYYYY)
GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
- DAMAGE TO RENTED
A X COMMERCIAL GENERAL LIABILITY CP0594399815 8/5/2010 8/5/2011 PREMISES lEa occurrence) $ 1,000,000
- ~ CLAIMS-MADE [!] OCCUR
MED EXP (Anyone person) $ 10,000
- PERSONAL & ADV INJURY $ 1,000,000
f---- GENERAL AGGREGATE $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000
Q POLICY n ~~2T nLOC $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000
f--- (Ea accident)
A X ANY AUTO CP0594399815 8/5/2010 8/5/2011
/'1, BODIL Y INJURY (Per person) $
- ALL OWNED AUTOS BODIL Y INJURY (Per accident) $
- SCHEDULED AUTOS ~ · ~JJJ\ PROPERTY DAMAGE
HIRED AUTOS ":i. (Per accident) $
-
NON-OWNED AUTOS $
-
$
UMBRELLA L1AB H OCCUR \J " i'd /(6 EACH OCCURRENCE $
-
EXCESS L1AB CLAIMS-MADE AGGREGATE $
f---- DEDUCTIBLE 'r $
RETENTION $ $
WORKERS COMPENSATION I WC STATU- I IOTH-
AND EMPLOYERS' LIABILITY Y/N TORY LIMITS ER
ANY PROPRIETOR/PARTNER/EXECUTIVE D E.L. EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? N/A
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
RE: ATM Located at Key West International Air Port, South Roosevelt Blvd. Key West, Fl. 33040.
Monroe County State of Florida ,is added as an Additional Insured as required by written contract
but limited to the operations of the Insured under said contract, and always subject to the policy
te~s, conditions and exclusions. Cancellation provision shown herein is subject to shorter or
longer time periods depending on the jurisdiction of, and reason for, the cancellation.
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Monroe County
State of Florida
500 Whitehead St
Key West FL 33040
I
AUTHORIZED REPRESENTATIVE
rifJ.H 'Awate ~id ~HtcHt
t')H4fJ/taHa A9~' 'J~.
ACORD 25 (2009/09)
@ 1988-2009 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
n""r.c. 1 "",f: 1
(Jf;)idge./ield Employers
Insurance COmpanYTN
Member of liberty Mutual Group
A Stock Insurer · RO. Box 988 · Lakeland. FL 33802-0988
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY INFORMATION PAGE
Canter code 31267
PoOcy number 830 - 30452
PrIor policy number 0830-30452
RISK 1.0. 097184992
Item 1. Insured
Name First State Bank of the Florida Keys
and 1201 Simonton Street
AddI8SS Key West, FL 33040
_ Individual
_ Paltnershfp
_ Other
x Corporation
X Subchapter-Slt
Other workplaces not shown above:
FEIN 65-0790416
SEE EXTENSION OF INFORMA nON PAGE
Item 2. Policy period
From
10/21/09
To
10/21/10
12:01 a.m. standard time at the address of the insured as stated herein.
Item 3. Coverage
A. Workers Compensation Insurance: Part One of the policy applies to the Workers Compensation Law of the states listed
here: Florida
B. Employers Liability Insurance: Part Two of the policy applies to work in each state listed in Item 3.A. The limits of our
liability under Part Two are: Bodily Injury by Accident $ 500,000 each accident
Bodily Injury by Disease $ 500,000 each employee
Bodily Injury by Disease $ 500,000 policy limit
C. Other States Insurance: Part Three of the policy applies to the states, if any, listed here:
D. This policy includes these endorsements and schedules: See Schedule
Item 4. Premium
The premium for this policy will be determined by our Manuals of Rules, Classifications. Rates and Rating Plans. All
information required below is subject to verification and change by audit.
Premium B....:
TOIII EetJmatecl Rate Per 1100 estimated
Claulftcatlona Code No. Annual Ae.-nendlon of R.mun....on Annual Premium
See Extension of Information Page
Total Estimated Annual Premium $ 33.600.57
Minimum Premium $
658.00
Expense Constant $
200.00
This policy, including ~nts issued therewith. is hereby
~ ~
Countersigned by
3347 Marsh USA, Inc.
NA9 Date Prepared: 8/17/09
Date
8/17/09
we 0.:> oc 0 1.~
! S/88)
DOCU 3TA:-:: qEV 11107 (07.E04)
Indudes copyright mater'" ot the National CouncU on Compensation Insurance. Used with '1 parmisstOn.
e 1987 NatiOnal Coundlon CompensatJon Insurance