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Item C34BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY MEETING DATE: 3/17/04 DIVISION: COUNTY ADMINISTRATOR BULK ITEM: YES DEPARTMENT: AIRPORTS AGENDA ITEM WORDING: Approval of an agreement with Orion Bank for an Automated Teller Machine, at the Key West International Airport. ITEM BACKGROUND: Orion Bank, formerly First National Bank of the Florida Keys, exercised the option to renew the original agreement for one five year term. PREVIOUS RELEVANT BOCC ACTION. Approval of agreement for ATM, 1/13/99. CONTRACT/AGREEMENT CHANGES: New Agreement STAFF RECOMMENDATION: Approval TOTAL COST: None COST TO AIRPORT: None COST TO PFC: None COST TO COUNTY: None BUDGETED: N/A SOURCE OF FUNDS: N/A REVENUE PRODUCING: Yes AMOUNT PER YEAR: $7,500.00 APPROVED BY: County Attorney X OMB/Purchasing X Risk Management X DIRECTOR OF AIRPORTS APPROVAL aE Peter J. Horton DOCUMENTATION: Included X DISPOSITION: /bev APB To Follow Not Required AGENDA ITEM # Cl�q MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Orion Bank Effective Date: 1/13/04 Expiration Date: 1/12/09 + 5 Contract Purpose/Description: Agreement for Automated Teller Machine Contract Manager: Bevette Moore # 5195 Airports - Stop # 5 (name) (Ext.) (Department/Courier Stop) for BOCC meeting on: 3/17/04 Deadline: 3/2/04 CONTRACT COSTS Total Dollar Value of Contract: Revenue Producing Current Year Portion: N/A Budgeted? N/A Account Codes: N/A Grant: N/A County Match: N/A ADDITIONAL COSTS Estimated Ongoing Costs: N/A For: . (not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, CONTRACT REVIEW Changes Date In Needed Reviewer Date Out Yes No Airports Director / 2-/Q 4 / 2. / Risk Management o2 / Y/ 0 y ( ) (✓f t o n 02 /�7`(/ d'( O.M.B./Purchasing lvr ( ) ( ) and hau �/P- Sheila Barker County Attorney / / ( ) ( ) U24 AlWP dyT T d �✓ a / 1 g/ O U Comments: &&4 ,ee 9 - CA ty.w� Suzanne Hutton 7XLd-L._ AUTOMATED TELLER MACHINE AGREEMENT Key West International Airport THIS AGREEMENT is made and entered into on the day of , 2004, by and between MONROE COUNTY, a political subdivision of the State of Florida, hereinafter referred to as "Lessor," and ORION BANK, a national chartered, locally owned, independent bank, hereinafter referred to as "Lessee"; WHEREAS, Lessor desires to grant to automated teller machine at the Key West hereinafter referred to as "Airport": and Lessee a right to maintain and operate an International Airport at Key West, Florida, 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 for its exclusive use to install, maintain and operate an automated teller machine space designated "ATM" in Exhibit A, attached hereto and incorporated herein, located in the airline terminal at Key West, Monroe County, Florida, said space as designated in Exhibit A. 2. Term - This agree m nt is for a term of five (5) years, commencing on i / /3 2004, and expiring on / / :L c' with an option to renew for one five-year term. If the five year option is exercised, then in each year of that option (including the initial year) the annual rent will be adjusted in accordance with 3. Rental and Fees - Lessee. for and during the term hereof, shall pay to Lessor occupancy of said premises a monthly sum of $625.00, plus applicable tax to be paid on or before the first day of each month, subject to CPI adjustment for the second through fifth years as follows: The annual adjustment shall be made in accordance with percentage change in the Consumer Price Index (CPI) for all urban consumers (CPI-U) for most recent 12 months available and shall be based upon the annual average - CPI computation from January 1 through December 31 of the previous year. 4. 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. 5. Equipment - Lessee shall install, maintain and operate on the premises the Diebold model 1071ix through the wall walkup unit ATM or an ATM of equivalent characteristics including but not limited to a rear load lobby cash dispenser ATM configuration, 8 Braille operation keys and 11 key Braille keypad, 2 denomination multi -media dispenser with presenter, basic alarm sensors, enhanced brightness CRT, and side module with fire resistant waste receptacle and brochure pockets. This equipment shall be and remains the property of Lessee and shall be removed at the end of lease term. Lessee shall furnish, install and maintain the data communications line, bearing all costs associated with data communication installation, terminal setup, ongoing terminal administration fees and ongoing modem charges. Lessee may place signage on the ATM equipment or surrounding areas, such as overhead or directional signage with the approval of the Airport Director. Lessee has the right during the term hereof, at its own expense, at any time to install, maintain, operate, repair and replace said equipment in connection with its operation at the Airport, all of which shall be and remain the property of Lessee and shall be removed by Lessee prior to or within a reasonable time after expiration of the term of this agreement: provided, however, that Lessee shall repair any damage to the premises caused by such removal. The failure to remove equipment or other personal property shall not constitute Lessee a hold -over, but Lessee shall pay Lessor for any costs of removal and storage if the property is not removed by Lessee within ten (10) days after Lessee receives a written demand for such removal. The removal and storage costs shall be paid to Lessor before Lessee can obtain the equipment. 6. Damage and Injury - 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 shall 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. Except to the extent that such damage to the property is covered by insurance required to be provided by the Lessee under any provision hereof, or is provided by Monroe County (except subrogation rights of the County's carrier), Lessee shall pay, on behalf of the County, all sums which the County shall become obligated to pay by reason of the liability, if any, imposed by law upon the County for damages because of bodily injury, including damages for care and loss of service, including death at any time resulting from bodily injury and because of injury to/or destruction of property, including the loss or use thereof which may be caused by or result from any of the activities, omission, or operations of the Lessee, its agents, servants, or employees at the Airport. 7. 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 premises. 8. 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 ATM. Relocation shall be made to a new location only by mutual agreement. If parties cannot agree upon a new location, this Lease may be terminated by mutual accord. 9. Lessee's Obligations - Lessee covenants and agrees: (a) to pay the rent and other charges herein reserved at such times as the same are payable, with rental payments to be made by check payable to "Airport Operation and Maintenance Fund" and mailed to Airport Business Office, 3491 S Roosevelt Blvd., Key West, FL 33040; 2 (b) to make no alterations, additions or improvements to the demised premises without the prior written consent of Lessor, which consent shall be not be unreasonably withheld; (c) to keep and maintain the demised premises in good condition, order and repair during the term of this agreement, and to surrender the same upon the expiration of the term in the condition in which they are required to be kept, reasonable wear and tear and damage by casualty, not caused by Lessee's negligence, riot and civil commotion, excepted; (d) 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; (e) to carry fire and extended coverage insurance, if obtainable, on all fixed improvements erected by Lessee on the demised premises to the full insurable value hereof, it being understood and agreed that for purposes hereof the term "full insurable value" shall be deemed to be that amount for which a prudent owner in like circumstances would insure similar property, but in no event an amount in excess of Lessee's original cost of constructing said fixed improvements; (f) to control the conduct, manner and appearance of its officers, agents, and employees, 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: and (g) to erect signage only on the ATM unit or surrounding areas, such as overhead or directional signs, with the approval of the Airport Director, and to maintain any such signage in good condition. 10. 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 demised premises for the following purposes: (a) to inspect the demised 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 demised 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, that five days prior notice shall be given to Lessee of said work except in an emergency, 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 demised premises by Lessor, Lessee or third parties, as a result of the exercise by Lessor of its 3 rights nereunder, and the repair of all damage to such fixed improvements caused thereby, shall be borne solely by Lessor. (c) to include Lessee's ATM unit in any directory installed at the Airport; (d) to abate rent for any periods during which Lessee cannot be open for business due to any failure of Lessor to perform its obligations under this agreement. 11. Indemnification - Lessee shall indemnify and hold Lessor forever harmless from and against all liability imposed upon Lessor by reason of legal liability for injuries to persons, or wrongful death, and damages to property caused by Lessee's operations or activities on such premises or elsewhere at the Airport, provided that Lessor shall give Lessee prompt and timely notice of any claim made against Lessor- which may result in a judgment against Lessor because of such injury or damage and promptly deliver to Lessee any papers, notices, documents, summonses, or other legal process whatsoever served upon Lessor or its agents, and provided further that Lessee and its insurer, or either of them. shall have the right to investigate, compromise, or defend all claims, actions, suits and proceedings to the extent of Lessee's interest therein; and in connection therewith, the parties hereto agree to faithfully cooperate with each other and with Lessee's insurer or agents in any said action. 12. Liability Insurance -The Lessee agrees to indemnify and hold the Monroe County free and harmless from any and all claims, suits, loss or damage, or injury to persons or property of whatsoever kind and nature in its operation, installation and maintenance of this equipment. The Lessee shall procure and maintain insurance of the types set forth in Exhibit B, a copy of which is attached and made a part of this agreement. If the initial insurance expires prior to the completion of this agreement, renewal certificates shall be furnished thirty (30) days prior to the date of expiration. 13. Non -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 shall not discriminate in its employment practices against any person on the basis of race, sex, creed, color, national origin, age or any other characteristic or aspect which is not job related. 14. Rules and Regulations - Lessee agrees to observe and obey, during the term of this agreement, 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 operations at the Airport. Within thirty (30) days from the date of this contract, the County shall provide Lessee a written list of all rules and regulations which it has promulgated up until that time and which will affect 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. 15. Furnishing of Service - The Lessee further covenants and agrees that he will, at all times during the continuance of the term hereby demised and any renewal or extension 4 thereof, conduct, operate, and maintain for the use of the public, the Automated Teller Machine provided for and described herein, and all aspects and parts and services thereof as hereinabove defined and set forth, and will make all such facilities and services available to the public and that he will devote his best efforts for the accomplishment of such purposes. 16. 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. 17. Lessor's Covenants - The Lessor covenants and agrees that: (a) Lessor is the lawful owner of the property demised hereby, that it has lawful possession thereof, and has good and lawful authority to execute this Lease; and (b) throughout the term hereof Lessee shall have, hold and enjoy quiet, peaceful and uninterrupted possession of the premises and fights herein leased and granted, subject to performance by Lessee of its obligations herein. 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 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 5 Gf 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 ATM 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 the Lessor's failure to fulfill its lease obligations war, an act of God, national emergency or a labor strike of which the Lessee has given the County immediate notice, the lease 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, the County 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 Monroe County from Lessee after the cancellation or termination hereof shall reinstate, continue or extend the term, or affect any notice 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 the County 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 rA p-oceeding, 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. The prevailing party shall be entitled to any reasonable attorney's fees incurred 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 demised 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 (I 20) 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 demised premises are totally destroyed or so extensively damaged that it would be impracticable or uneconomical to restore the some 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 shall not be canceled but shall continue in full force and effect, and in such case any excess thereof shall belong to Lessee; 7 (e) ;n 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, or a limitation of the supply of automobiles or of automobile fuel, supplies, or parts for general public use, and any of said events results in material interference with Lessee's normal business operations continuing for a period in excess of fifteen (15) days; (f) in the event that at any time prior to or during the term of this agreement, Lessee's presently existing right to operate an ATM at the Airport is withdrawn, canceled, terminated, or not renewed by Lessor: (g) the taking of the whole or any part of the demised premises by the exercise of any right of condemnation or eminent domain; (h) if at any time during the basic term or option term of this lease a majority of the scheduled air transportation serving the local area no longer operates from the Airport: or (i) if at any time during the basic term hereof or the option periods, the Airport or terminal building is removed to a place more than three (3) road miles in distance from its present location. 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 demised 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 demised 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 or sublet 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 demised 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 demised 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 construction of any E fflxed improvements or to 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 proper postage and registration fees prepaid, addressed to the party for whom intended, at the following addresses 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. For Lessor Airport Director Key West International Airport 3491 S. Roosevelt Blvd. Key West, FL 33040 For Lessee Orion Bank 12640 Overseas Highway Marathon, FL 33050 28. Final Understanding - The parties agree that this lease agreement supersedes and replaces the agreement dated January 13, 1999 between Lessor and Lessee's predecessor bank, First National Bank of the Florida Keys. A copy of the January 13, 1999 agreement is attached to this lease as Exhibit C and made a part of it. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: DANNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA By Deputy Clerk By (SEAL) ORION BANK ATTEST: By By - Title Title jairatm MON ROE vOUN;Y AT RNE`/ AS r_• - , Mayor/Chairperson NON -COLLUSION AFFIDAVIT I, of the city of according to law on my oath, and under penalty of perjury, depose and say that; 1) I am the bidder making the Proposal for the project described as follows: 2) The prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; 3) Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and 4) No attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; 5) The statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. STATE OF (Signature of Bidder) COUNTY OF DATE PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of 2003. My commission expires: NOTARY PUBLIC OMB - MCP FORM #1 LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO.010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift. or consideration paid to the former County officer or employee. Date: STATE OF COUNTY OF (signature) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of 20 NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. Bidder's Signature Date OMB - MCP#5 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." EXHIBIT `A' USA ti 0 0�1I I a�l � I I rrn r C Z Q O D mz 0 -0 D n r c, mm D � z Z N m m D 0 (n ::I c� m 0 U) D o m z C Z 0 m z w C z r . O o D > � m M D N EXHIBIT `B' INSURANCE 1996 Edition WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida`s Department of Labor, as an authorized self - insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Program If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. WC1 Administration Instruction #4709.5 87 1996 Edition VEHICLE LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: • Owned, Non -Owned, and Hired Vehicles The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. L Administration Instruction #4709.5 82 1996 Edition GENERAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $ 1,000,000 per Occurrence $ 100,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. GL3 Administration Insttvction #4709.5 55 EXHIBIT `C' LEASE FIRST NATIONAL BANK OF THE FLORIDA KEYS '.UTOMAT`D TELLER MACHINE A:'-?EEMENf KEY WEST INTERNATIONAL AIP.PORT THIS AGREEMENT is made and entered into on the jsday of J41J 199q, by and between MONROE COUNTY, a political subdivision of the State of Florida, hereinafter referred to as "Lessor," and FIRST NATIONAL BANK OF THE FLORIDA KEYS, a national chartered, locally owned, independent bank, hereinafter referred to as "Lessee"; WHEREAS, Lessor desires to grant to Lessee a right to maintain and 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: I • , Premises - Lessor hereby leases to Lessee for its exclusive use to install, maintain and operate an automated teller machine space designated "ATM" in Exhibit A, attached hereto and incorporated herein, located in the airline terminal at Key West, Monroe County, Florida, said space as designated per Architect Plans attached in Exhibit A. 2• Term - This agreement is for a term of five (5) years, commencing 199f and expiring on i /L 200,,with an option to renew for one five-year term. If the five year option is exercised, then in each year of that option (including the initial year) the annual rent will be adjusted in accordance with the percentage change in the Consumer Price Index (CPI) for Wage Earners and Clerical Workers in the Miami, Florida, area index, and must be based upon the annual average CPI computation from January 1 through December 31 of the previous year. 3. Rental and Fees - Lessee, for and during the term hereof, shall pay to Lessor for the use and occupancy of said premises a monthly sum of $1,250, to be paid on or before the first day of acch ccntrac'u.-;l month. The annual fee shall compensate Lessor for coth the premises ana r n; - aiC, elecfriC 4. 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. 5. Egui_ - Lessee shall install, maintain and operate on the premises the Diebold model 1071 ix through the wall walkup unit ATM or an ATM of equivalent characteristics including but not limited to a rear load lobby cash dispenser ATM configuration, 8 Braille operation keys and 1 1 key Braille keypad, 2 denomination multi -media dispenser with presenter, basic alarm sensors, enhanced brightness CRT, and side module with fire resistant waste receptacle and brochure pockets. This equipment shall be and remains the property of Lessee and shall be removed at the end of lease term. Lessee shall furnish, install and maintain the data communications line, bearing all costs associated with data communication installation, terminal setup, ongoing terminal administration fees and ongoing modem charges. Lessee may place signage on the ATM equipment or surrounding areas, such as overhead or directional signage with the approval of the Airport Director. Lessee has the right during the term hereof, at its own expense, at any time to install, maintain, operate, repair and replace said equipment in connection with its operation at the Airport, all of which shall be and remain the property of Lessee and shall be removed by Lessee prior to or within a reasonable time after expiration of the term of this agreement; provided, however, that Lessee shall repair any damage to the premises caused by such removal. The failure to remove equipment or other personal property shall not constitute Lessee a hold -over, but Lessee shall pay Lessor for any costs of removal and storage if the property is not removed by Lessee within ten (10) days after Lessee receives a written demand for such removal. The removal and storage costs shall be paid to Lessor before Lessee can obtain the equipment. 2 �- Dcnzge end ;njur, - Lessee covenants that it end all of its e ent-, 9 employees, and independent contrcctors will use due care and diligence in all of its activities and operations at the Airport and shall 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. Except to the extent that such damage to the property is covered by insurance required to be provided by the Lessee under any provision hereof, or is provided by Monroe County (except subrogation rights of the County's carrier), Lessee shall pay, on behalf of the County, ail sums which the County shall become obligated to pay by reason of the liability, if any, imposed by law upon the County for damages because of bodily injury, including damages for care and loss of service, including death at any time resulting from bodily injury and because of injury to/or destruction of property, including the loss or use thereof which may be caused by or result from any of the activities, omission, or operations of the Lessee, its agents, servants, or employees at the Airport. 7• , 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 premises. 8. 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 ATM. Relocation shall be made to a new location only by mutual agreement. If parties cannot agree upon a new location, this Lease may be terminated by mutual accord. 9• Leee's Obligat ssions - Lessee covenants and agrees: la) to pay the rent and other charges herein reserved at such times as the same are payable, with rental payments to be made by check payable to "Airport Operation and Maintenance Fund" and mailed to Public Service Building, Airport Business Office, 5100 College Road, Key West, FL 33040; (b) to make no alterations, additions or improvements to the demised premises without the prior written consent of Lessor, which consent shall be not be unreasonably withheld: 3 (c) to keep and maintain the demised premises in good condition, order and repair during the term of this agreement, and to surrender the some upon the expiration of the term in the condition in which they are required to be kept, reasonable wear and tear and damage by casualty, not caused by Lessee's negligence, riot and civil commotion, excepted: (d) 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; (e) to carry fire and extended coverage insurance, if obtainable, on all fixed improvements erected by Lessee on the demised premises to the full insurable value hereof, it being understood and agreed that for purposes hereof the term "full insurable value" shall be deemed to be that amount for which a prudent owner in like circumstances would insure similar property, but in no event an amount in excess of Lessee's original cost of constructing said fixed improvements; (f) to control the conduct, manner and appearance of its officers, agents, and employees, 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; and (g) to erect signage on the ATM unit or surrounding areas, such as overhead or directional signs, with the approval of the Airport Director, and to maintain any such signage in good condition. 10. 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 demised premises for the following purposes: (a) to inspect the demised 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 demised 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, that five days prior notice shall be given to Lessee of said work except in on. emergency, 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 demised 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. (c) to include Lessee's ATIA unit in any directory installed of the Airport. ii (d) to abate rent for any periods during which Lessee cannot be open for business due to any failure of Lessor to perform its obligations under this agreement. 11. Indemnification - Lessee shall indemnify and hold Lessor forever harmless from and against all liability imposed upon Lessor by reason of legal liability for injuries to persons, or wrongful death, and damages to property caused by Lessee's operations or activities on such premises or elsewhere at the Airport, provided that Lessor shall give Lessee prompt and timely notice of any claim made against Lessor which may result in a judgment against Lessor because of such injury or damage and promptly deliver to Lessee any papers, notices, documents, summonses, or other legal process whatsoever served upon Lessor or its agents, and provided further that Lessee and its insurer, or either of them, shall have the right to investigate, compromise, or defend all claims, actions, suits and proceedings to the extent of Lessee's interest therein; and in connection therewith, the parties hereto agree to faithfully cooperate with each other and with Lessee's insurer or agents in any said action. 12. . Liability Insurance - The Lessee agrees to indemnify and hold the County of Monroe free and harmless from any and all claims, suits, loss or damage, or injury to persons or property of whatsoever kind and nature in its operation, installation and maintenance of this equipment. The Lessee shall procure and maintain insurance of the types and to the limits in paragraph (1) through (4) inclusive below. (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 limits of $100,000 per person, $500,000 per occurrence and $100,000 property damage. (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) Business Auto Policy - Coverage must include: a. Combined single limit for bodily injury and property damage - $1,000,000. b. Owned Vehicles. C. Hired and Non -owned Vehicles. d. Employer Non -ownership. E (_1) Certificate of Insurance - Certificates of all insurance required from :,e Lessee shall be approved by Risk Management and attached to the original Lase agreement maintained by the County Clerk. 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. (5) All insurance companies shall be authorized to do business in the State of Florida. If the initial insurance expires prior to the completion of this agreement, renewal certificates shall be furnished thirty (30) days prior to the date of expiration. 13. Non -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 shall not discriminate in its employment practices against any person on the basis of race, sex, creed, color, national origin, age or any other characteristic or aspect which is not job related.., 14. Rules and Regulations - Lessee agrees to observe and obey, during the term of this agreement, 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 operations at the Airport. Within thirty (30) days from the date of this contract, the County shall provide Lessee a written list of all rules and regulations which it has promulgated up until that time and which will affect the Lessee's operations hereunder. In the event new rules and regulations are contemplated, written notice of some 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. 15. Furnishing of Service - The Lessee further covenants and agrees that he will, at all times durina the continuance of the term hereby demised and any renewal or extension thereof, conduct, CL op -rate, and m;;intain 'or 'he use of the public, the Automated Teller h,lachine providedi for and described herein, and all aspects and parts and services thereof as hereinabove defined and set forth, and will make all such facilities and services available to the public and that he will devote his best efforts for the accomplishment of such purposes. 16. 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. 1 l: , Lessor's Covenants - The Lessor covenants and agrees that: (a) Lessor is the lawful owner of the property demised hereby, that it has lawful Possession thereof, and has good and lawful authority to execute this Lease; and (b) throughout the term hereof Lessee shall have, hold and enjoy quiet, peaceful and uninterrupted possession of the premises and rights herein leased and granted, subject to performance by Lessee of its obligations herein. 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 far 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; 7 (b) it any er,�er or decree of a court of competent jurisdiction Lessee shall adjudged bankrupt or an order shall be made approving a petition seeking its reorganization, or 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 (71 consecutive calendar days; (g) if the ATM 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 the Lessor's failure to fulfill its lease obligations war, an act of God, national emergency or a labor strike of which the Lessee has given the County immediate notice, the lease 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, the County shall have the right of N. injunction to rc-s'rain sclJ 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 Monroe County from Lessee after the cancellation or termination hereof shall reinstate, continue or extend the term, or affect any notice 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 the County 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. The prevailing party shall be entitled to any reasonable attorney's fees incurred 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 demised 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 9 detuult 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 demised premises are totally destroyed or so extensively damaged that it would be impracticable or uneconomical to restore the some 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 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, or a limitation of the supply of automobiles or of automobile fuel, supplies, or parts for general public use, and any of said events results in material interference with Lessee's normal business operations continuing for a period in excess of fifteen (1 S) days; (f) in the event that at any time prior to or during the term of this agreement, Lessee's presently existing right to operate an ATM at the Airport is withdrawn, canceled, terminated, or not renewed by Lessor; (g) the taking of the whole or any part of the demised premises by the exercise of any right of condemnation or eminent domain; (h) if at any time during the basic term or option term of this lease a majority of the scheduled air transportation serving the local area no longer operates from the Airport; or (i) if at any time during the basic term hereof or the option periods, the Airport or terminal building is removed to a place more than three (3) road miles in distance from its present location. 10 21. Lessee's Pesen ed 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 demised 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 demised 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 or sublet 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 demised 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 demised 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 construction of any fixed improvements or to 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. 11 27. ttor,ces - 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 proper postage and registration fees prepaid, addressed to the party for whom intended, at the following addresses: For Lessor. Airport Director Key West International Airport 3491 S. Roosevelt Blvd. Key West, FL 33040 For Lessee: First National Bank of the Florida Keys 12640 Overseas Highway Marathon, FL 33050 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. re eC. LN e officer c (SE _ f ATTES WHEREOF, the parties have caused these presents to be executed by their presentative thereunto duly authorized, the day and year first above written. i OLHAGE, CLERK Dep* Cle�k d �Witness N� Witness eidatm BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By t .: w Mayor/Chairman FIRST NATIONAL BANK OF THE FLORIDA KEYS APpROVAED AS 'TO yROBERTDATE 12 EXHIBIT `A' i i r aTR y 1 o ' I I { 1 1 I 1 m c 1 o ' 1 p m o 1 N 1 U 1 1 , 1 �} 1 1 I 1 I 1 1 i I 1 /I 1 1 1 1 1 1 � 1 1 1 1 r 1 II. t JI T 11 11 COORDiNATE PLACEMENT OF ATM MACHINE TO ALLOW ADEQUATE CLEARANCE FOR ATM DOOR SWING -- , -,!)—_.r= _—rL-17- ---- - ter- - - - - - -.--- Q ua J V co IN, � _ m rn F m T � s I 1 N I iz m I o PLAN 0F . c x a ATM ALCOVE- 0 VE . co I" = 1'-011 Am 09/21/98 0 � t s V EXHIBIT A- 1 1 ELIMINATE ONE CHAIR EXISTING WALL NEW 2'-611 X 71-C DOOR IN HM FRAME NEW 3 114"± WALL AS REQUIRED NEW HM FRAME CUT OPENING IN WALL TO RECEIVE NEW 21-1011 X 71_311 HM FRAME DIEBOLD 10711X ATM WALK UP UNIT BY OTHERS NEW WALL TO CLOSE UP OPENING OF ATM UNIT PROVIDE LATCH AND DEADBOLT FOR NEW DOOR COORDINATE KEYING WITH DI EBOLD (305) 395-3155 EXHIBIT 'B' INSURANCE REQUIREMENTS MONRO)E ('Oli.NTY, I-1 ORIDA IzIS1C t11:1N.A G F1 IKN''I' POLICY AND PROCIaURt?S c6NTIZACT ADMINIS'I'IZATION MANUAL General Insurance Requirements for Airport/Aircraft Activities Prior to the commencement of work governed by this contract (including the pre -staging of personnel and material), the Vendor shall obtain, at his/her own expense, insurance as specified in the attached schedules, which arc made part of this contract. The Vendor will ensure that the insurance obtained will extend protection to all Contractors engaged by the Vendor. The Vendor will not be permitted to commence work governed by this contract (including pre - staging of personnel and material) until satisfactory evidence of the required insurance has been furnislicd to the County as spccificd below. The Vendor shall maintain the rcquircd insurance throughout the entire term of this contract and any extensions specified in arty attached schedules. Failure to comply with this provision may result in the immediate suspension of all activities conductedby the Vendor and its Contractors until the required insurance has been reinstated or replaced. The Vendor sliall provide, to the County, as satisfactory evidence of the required insurance, either: • Certificate of Insurance C•r • A Certified copy of the actual insurance policy. The County, at its sole option, has [lie right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non -renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Vendor's insurance shall not.be construed as relieving the Vendor froni any liability or obligation assumed under this contract or imposed by law. The Monroe County Board cif Comity Coin missioners, its employees and�officials will be included as "Additional Insured" un all policies, except for Workers' Compensation. Any deviations frcin� thcsc c Wnrril Insurance Requirements must be requested in writing; on the County prepared firm eniilfcd "IZcgtics( for Waiver of Insurance Requirements" and 1)" Nlmlroc Uo(In I' .! ',1:�" �s�crncni V \PO F- COU,N-I-Y)IO P0"'] (:OUNTY, I- I.O1z11) � RISK N1A,NAGEMENT POLICY AND PROCEDURES COTITRACT ADMINISTRATION MANUAL Indemnification and Hold Harmless -for Airport/AircraffActivifics��'�= The Vendor covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property o«med by Monroe County) and any other losses, damages, and expenses (including attorneys fees) which arise out of, in connection ivith, or by reason of kivices provided by the Vendor or any of its Contractors, occasioned by the negligence, errors, or other wrongful act or omission of the Vendor or its Contractor(s), their employees, or agents. The ca-tent of liability is in no %vay limited to, reduced, or lessened by the insurance requirements contained elsc'MICre within this agreement. I`:.`;IJitANC.:1: }Zl�;(1iJ1I:I•:`.It�,\''I'� I� DIZ CONTRACI' BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include as a minimum: • Premises Operations • Products and Completed Operations • Blankct Contractual Liability • Personal Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be: $1,000'$000 Combined Single Lirni( (CSL). If split limits arc provided, the minimum limits acceptable shall be: 500,000 per Person $ 1,000,000 per Occurrence $ 100,000 Property Damage An Occurrence torn policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effectiye date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. (:1,3 VI-JIICI,F, 1,1AII11,ITY I,\'til;llANCE' REQUIRF,,11EN'FS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, Iiability coverage for: • Owned, Non -Owned, and Hired Vehicles The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits arc provided, the minimum limits acceptable shall be: V 500,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. NVORKERS' C IIT'NSATI0N INSURANCE 1tE(>UII1ZE,%IENTS FOR CONTRACT . BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain Work%ers' Compensation Insurance with limits sufficient to respond to Florida Statute 440. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: S 100,000 Bodily Injury by Accident S500,000 Bodily Injury by Disease, policy limits S 100,000 Bodily Injury by Disease, each employee Coverage shall be maintained tliroughout the entire term of the contract Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self - insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by tic Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Prob'ram. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County.