NOTICE INVITING ATM PROPOSALS 2020 - 02 · Proposal by so indicating in the Cover Letter/General Response. Failure to do so shall be cause to reject the proposal as being unresponsive

MVY RFP 2020-02 Automatic Teller Machine (ATM) For The MVY Terminal.Doc 1

NOTICE INVITING ATM PROPOSALS 2020 - 02

The Martha's Vineyard Airport Commission, hereinafter the Airport, is seeking sealed proposals for one (1) ATM at the Martha's Vineyard Airport Terminal Building. Interested parties may obtain a proposal package from the Airport Property Manager’s Office, Martha's Vineyard Airport, during normal business hours on or after August 17, 2020. Proposals will be received during normal business hours until Noon (12:00 pm) on October 22, 2020. All proposals shall be submitted on the forms provided as part of the proposal package and only information submitted with the proposal will be considered. The proposal package contains applicable instructions as well as actual agreements which successful bidders will be required to enter into. Envelopes containing proposals must be plainly marked: MVY RFP 2020-02 - MVY Terminal Automated Teller Machine (ATM) The proposals will be opened by the Martha's Vineyard Airport Manager at Noon (12:00 p.m.) on October 22, 2020, at the ARFF Training Room, Martha’s Vineyard Airport. The Airport reserves the right to accept or reject any or all proposals. Kevin Brennan Airport Properties Manager


TABLE OF CONTENTS Page Section I – General Information to Bidders 3-4 1-1. General 3 1-2. Key Dates for this Proposal 3 1-3. Description of ATM Lease and Agreements 3 1-4. Airport Activity Information 4

Section II-Proposal Information and Instructions 5-10 2-1. General Information 5 2-2. Pre-Proposal Conference and Site Visit 5 2-3. Proposal Exhibits and Attachments 5 2-4. Questions and Clarifications 6 2-5. Proposal Submissions 6 2-6. Proposal Submission Location and Deadline 8 2-7. Proposal Minimum Submission Requirements 8 2-8. Proposal Changes or Withdrawals 10 2-9. Proposal comparative Evaluation Criteria 10 Section III-Proposal Exhibits and Attachments 11-57 Attachment 1: Annual ATM Proposal 11 Attachment 2: Identification Data 13 Attachment 3: Personal Description & Release (as required) 14 Attachment 4: Partnership Statement (if applicable) 15 Attachment 5: Corporation Statement (include Articles of Organization with Proposal) 16 Attachment 6: Certificate of Non Collusion 18 Attachment 7: Disclosure of Beneficial Interest in Real Property 19 Attachment 8: Statement of Experience 21 Attachment 9: Description of Operation 22 Attachment 10: Financial Data 23 Attachment 11: Business References 24 Attachment 12: Certificate of Insurance 26 Attachment 13: State Taxes Certification Clause 27 Attachment 14: Statement of DBE (if applicable) 28 Attachment 15: Sample Evaluation Form 29 Attachment 16: Sample Lease with Exhibits: 31-57 Exhibit A: Premises & Site Plan 52 Exhibit B: Maintenance and Repair Responsibilities 53 Exhibit C: Disclosure Statement 57


SECTION 1: GENERAL INFORMATION TO BIDDERS 1-1. GENERAL The Martha's Vineyard Airport Commission, hereinafter “the Airport”, is seeking sealed proposals for the operation of an Automated Teller Machine, hereinafter “ATM,” at the Martha's Vineyard Airport Terminal, Corridor 104. The Airport intends to award permission for one ATM but reserves the right to reject any or all of the proposals.

1-2. KEY DATES FOR THIS PROPOSAL ARE: • August 19-28, 2020 Advertisement in Paper(s) • October 9, 2020 Questions & Clarifications due • October 22, 2020 Receive Proposals no later than Noon (local time) • November 2, 2020 Complete Evaluation (no later than) • November 12, 2020 Expected Approval by MV Airport Commission • November 13, 2020 Notification of successful proposal • November 30, 2020 All required leases, documents, or other information completed and on file for

commencement of operations no later than January 1, 2021 unless otherwise approved

1-3. DESCRIPTION OF ATM LEASE AND AGREEMENTS: Included within this RFP is the ATM agreements setting forth the terms and conditions governing the conduct of the ATM in the Passenger Terminal Building. This is the Actual Agreement which successful bidders will be required to enter into, without addition, deletion, change or other modification, subject only to insertion of the successful bidder’s name, address, rent, etc. The Lease for the ATM operation will be for one term of five years (5) years, beginning January 1, 2021 and ending on December 30,2025 with one option to renew for an additional 5 year term (January 1, 2026 to December 30, 2030). Tenant shall also provide an annual report of ATM usage for the Calendar year on or before the last day of January of the following year (i.e. for the Calendar year of 2021 the Annual Report shall be due no later than January 31, 2022).

The minimum annual rent which will be considered is $1,350.00

The ATM Operations Agreements attached to the lease and incorporated therein by reference include Premises & Site Plan (Exhibit A), Maintenance and Repair Responsibilities (Exhibit B) and Disclosure Statement (Exhibit C). These Agreements are part of this proposal package and the bidder, if the proposal is accepted, will be required to enter into and to perform in strict conformity with all of the terms and conditions as set forth by this lease and said agreements.


1-4. AIRPORT ACTIVITY INFORMATION: The following summarizes the approximate number of passengers enplaning aircraft at MVY.

ESTIMATED ENPLANED PASSENGERS Year Commercial 2017 46,823 2018 41,085 2019 50,351


SECTION II. PROPOSAL INFORMATION AND INSTRUCTIONS: 2-1. GENERAL INFORMATION: Attention of all proposers is directed to Chapter 30B section 16 of the General Laws of the Commonwealth of Massachusetts governing transactions involving real property and to all other applicable sections of the General Laws as most recently amended which govern the award of this contract. The Airport may cancel this RFP, in whole or part, or may reject all proposals submitted in response. All costs involved in preparing the Proposal shall be borne by the proposer; the Martha's Vineyard Airport, Martha's Vineyard Airport Manager, or Martha's Vineyard Airport Commission will not be liable for any costs associated with the creation of the Proposal. Proposals, which are incomplete, conditional, or obscure may be rejected. No award will be made to any proposer who cannot satisfy the awarding authority that he/she has sufficient ability and sufficient capital to enable him/her to meet the requirements of these specifications. The awarding authority’s decision or judgment on these matters shall be final, conclusive, and binding. Each proposer shall be presumed to have read and thoroughly understand these documents. Unfamiliarity with these documents shall in no way relieve any proposer from any obligation in respect to his/her proposal. The proposer’s attention is directed to the fact that all applicable state laws, municipal ordinances, and the rules and regulations of all authorities having jurisdiction over real property transactions shall apply to the contract throughout, and they shall be deemed to be included in the contract the same as thought herein written out in full. It is understood that the proposer has submitted the Proposal in good faith and has not colluded with any other individuals, firms, or corporations in creating the proposal to subvert the market process (Certificate of Non-Collusion, Attachment 6). 2-2 PRE-PROPOSAL CONFERENCE AND SITE VISIT: There will NOT be a pre-proposal conference for this RFP. Site visits may be scheduled and questions regarding the site, the structure, or this competitive process can be answered by contacting the Airport Properties Manager, Kevin Brennan at 508-693-7022 X220.

2-3 PROPOSAL EXHIBITS AND ATTACHMENTS: Attachments included with this RFP package include: Attachment 1 ATM Proposal Attachment 2 Identification Data Attachment 3 Personal Description and Release Attachment 4 Partnership Statement Attachment 5 Corporation Statement (include Articles of Organization) Attachment 6 Certificate of Non Collusion


Attachment 7 Disclosure of Beneficial Interest in Real Property Attachment 8 Statement of Experience Attachment 9 Description of Operation Attachment 10 Financial Data Attachment 11 Business References Attachment 12 Certificate of Insurance Attachment 13 State Taxes Certification Clause Attachment 14 Statement of DBE Attachment 15 Sample Evaluation Form Attachment 16 Sample Lease Exhibit A ATM Premises & Site Plan Exhibit B Maintenance and Repair Responsibilities Exhibit C Disclosure Statement 2-4. QUESTIONS AND CLARIFICATIONS: Questions requiring clarification shall be submitted in writing to the Airport Manager’s office prior to October 9, 2020 in order to afford adequate time to respond with a correction or additional information prior to the deadline for submission of proposals. Questions may be mailed, dropped off, or faxed as noted below. Should it be found necessary, a written addendum will be incorporated into the RFP and will become part of the contract. Those who have received a copy of the RFP will be notified of such changes.

By FedEx/UPS/Other Delivery By USPS Mail: Martha's Vineyard Airport Martha's Vineyard Airport Director Airport Properties Manager Airport Properties Manager 71 Airport Road 71 Airport Road West Tisbury, MA 02575 Vineyard Haven, MA 02568 508-693-7022 X220 Office 508-693-7022 X220 Office Re: MVY RFP 2020-02 Terminal ATM Re: MVY RFP 2020-02 Terminal ATM Questions/Clarifications Questions/Clarifications Each proposer shall acknowledge receipt of any and all addendum issued to the Request for Proposal by so indicating in the Cover Letter/General Response. Failure to do so shall be cause to reject the proposal as being unresponsive. 2-5. PROPOSAL SUBMISSIONS: All proposals are to be made on the ATM Proposal forms provided as a part of this proposal package. All proposals shall be in ink or typewritten and must be presented in an organized and clear manner by the proposer. An individual duly authorized to represent and lawfully acting on behalf of the bidder must date and sign in ink, the spaces provided for date and signature, at the end of the ATM


Proposal form. The legal name of the bidder must be typed above the signature of the representative. If the bidder is an individual, the proposal must be signed by and in the full name of the bidder, using the term “Doing Business As _______________” or “sole owner.” The signature must be notarized. (Attachment 3) If the bidder is a partnership, the proposal must be signed by an authorized general partner or partners, using the term “Members of Firm” or “Partner”. The signature(s) must be notarized. (Attachment 4) If the bidder is a corporation, the proposal must be signed by an authorized officer or officers; the title of the officer or officers signing the proposal must be stated, and the corporate seal must be affixed. A certificate of Corporate Existence from the Secretary of the Commonwealth shall be attached. The signature must be notarized. (Attachment 5) Each bidder assumes all responsibility for carefully examining each and all of the terms set forth in the instructions to bidders, ATM Proposal, ATM Agreements and ATM Lease and Agreement and for making inspections of all ATM lease areas including the locations, size, and circumstances and condition affecting his/her proposal. Submission of a proposal shall be conclusive evidence that the bidder has made such examinations and investigations. Failure on the part of any bidder to make such examinations and to investigate thoroughly shall not be grounds for any declaration the bidder did not understand the conditions of the proposal. The Airport makes no warranties or guarantees of any type whatsoever concerning the condition of the premises to be leased or any condition which may affect the premises including with limitation the availability of any existing fixtures or equipment. No proposal received after the time and date fixed for receiving them will be considered and only the information submitted with the proposal will be considered. Any proposal submitted with unauthorized conditions, limitations, or provisos shall be cause for rejection. Any proposal which is incomplete, obscure, or which contains irregularities of any kind may also be cause for rejection. Any rejection for such cause(s) shall be at the sole determination of the Airport. The Airport reserves the right to reject any and all proposals, to waive such irregularities, informalities, or technicalities as do not affect or alter the substantive provisions thereof, and to cancel this RFP for any reason or no reason as it deems to be in the best interests of the Airport. Acceptance of proposals and award of agreements for ATM operations will not be made until after such investigations as are deemed necessary are made by the Airport. In analyzing the proposals, the Airport may take into consideration various factors and criteria, including but not limited to the following: reputation, financial condition, credit history, and the proposed


rent. With regard to the business experience, the Airport will give primary weight to experience consisting of direct engagement in an organization with ATM operation history. From the bidders who are qualified on the basis of experience, management ability, business reputation, financial condition, credit history, and other such pertinent factors, the Airport will base its selection of proposals on the highest proposed rent. The Airport reserves the right to investigate thoroughly the financial condition, credit history, management ability, experience, business reputation and references of each bidder and to base it’s acceptance of proposals on any such factors which are deemed pertinent to the operation of the Airport. All bidders shall cooperate in any such investigation. Upon the Airport’s selection of proposals, successful bidders will be notified by Mail of the award of Agreements. All successful bidders shall be required to execute and return the Lease with any applicable and furnish any required Security Deposits or Certificates of Insurance as soon as practicable by no later than November 30, 2020. Should a successful bidder fail, or refuse to so perform, the Airport reserves the right and shall be free to revoke such selection and to select the proposal of another party, and in such event, the Proposal Performance Deposit shall be retained by the Airport as liquidated damages.

2-6. PROPOSAL SUBMISSION LOCATION AND DEADLINE: Proposers will submit one SEALED envelope containing an original and three (3) copies of the proposal marked “MVY RFP 2020-02 TERMINAL ATM PROPOSAL” on the outside of the envelope along with the name and address of the proposer no later than Noon (12:00 p.m.) on October 22, 2020, either in person at the Airport Manager’s Office, Martha's Vineyard Airport or delivered to the following addresses: By FedEx/UPS/Other Delivery By USPS Mail: Martha's Vineyard Airport Martha's Vineyard Airport Airport Properties Manager Airport Properties Manager 71 Airport Road 71 Airport Road West Tisbury, MA 02575 Vineyard Haven, MA 02568 Re: MVY RFP 2020-02 Re: MVY RFP 2020-02 Terminal ATM Site Proposal Terminal ATM Site Proposal It is the sole responsibility of the offerer to ensure that the proposal arrives on time and at the designed place. A proposal may be changed or withdrawn prior to the date and time set for receiving proposals as detailed in Section 2-7, Proposal Changes or Withdrawals. After said time and date, the bidder will be bound by his/her proposal. Faxed or emailed submissions will be deemed as non-responsive and will be immediately rejected regardless of the date and/or time of receipt. Proposals received after the deadline will also be deemed as non-responsive and immediately rejected.


2-7. PROPOSAL MINIMUM SUBMISSION CRITERIA Each proposal will be reviewed by the Airport. Proposals meeting all of the minimum requirements as outlined in this RFP will be further reviewed using the comparative criteria outlined in the next section. Within your proposal, summarize what you believe your proposal offers that is unique and beneficial including as much detail as you deem pertinent to your proposed operation. Please clearly label and structure your Proposal and include each of the following items: 1). Cover Letter including name of agency or organization, address and telephone number signed in ink by an agent of the organization, or an individual who has authority to offer the proposal as stated. 2). The proposer must be signed by an agent of the organization, or an individual who has authority to offer the proposal as identified in Section 2-5 along with the following appendices, as appropriate, at a minimum: Attachment 1:ATM Proposal Attachment 2: Identification Data Attachment 3: Personal Description and Release Attachment 4: Partnership Statement Attachment 5: Corporation Statement (include Articles of Organization) Attachment 6: Certificate of Non Collusion Attachment 7: Disclosure of Beneficial Interest in Real Property The proposer should include the following appendices as additional narrative information to enhance their proposals as appropriate: Attachment 8: Statement of Experience Attachment 9 : Description of Operation Attachment 10: Financial Data Attachment 11: Business References Attachment 12: Certificate of Insurance Attachment 13: State Taxes Certification Clause Attachment 14: Statement of DBE 3). Accompanying this proposal is a Proposal Performance Deposit in the amount of $500.00 The deposit must be made in the form of a cashier’s check or Certified Check made payable to the Martha's Vineyard Airport. No proposal will be accepted unless accompanied by said deposit. The deposit shall be retained by the Airport as a guarantee that the bidder, if his/her proposal is accepted, will:

a. enter into the Lease and Agreement (Attachment 16) b. will furnish the required Security Deposits and Insurance Certificates, and c. will obtain all applicable licenses and permits


d. will otherwise take all steps necessary so as to be able to initiate a ATM business at the Martha's Vineyard Airport Passenger Terminal as of January 1, 2021.

Upon the performance of all of these conditions by a successful bidder, said bidders Proposal Performance Deposit shall be retained by the Airport and credited towards the Proposer’s first two months of rent. If a successful bidder fails to perform any one or all of these conditions, the Proposal Deposit shall be forfeited to the Airport as liquidated damages. The Proposal Deposit of unsuccessful proposers shall be returned. 2-8. PROPOSAL CHANGES OR WITHDRAWALS Proposers may correct, modify, or withdraw the original proposal on or before the submission deadline date and time as stated in the published “Legal Advertisement” (and in Section 2-6, page 7). Corrections or modifications shall be in sealed envelopes, clearly marked to indicate the contents, with the name and address of the proposer. Any late correction or modification to the proposal will not be accepted. A proposer who wishes to withdraw a proposal must make a request in writing.

2-9. PROPOSAL COMPARATIVE EVALUATION CRITERIA The evaluation process will include each proposal being reviewed by the Airport. Those proposals meeting all of the minimum requirements as outlined in this RFP, and are determined to be both responsive (those that offer all of the basic requirements requested in the RFP and contain all of the required information and forms properly completed) as well as those that are responsible (those with the capability, integrity, and reliability to enter into a lease of property relationship with the Martha's Vineyard Airport) will be further reviewed using the comparative criteria outlined in this section. The Airport is the sole judge in determining whether a proposer’s proposal satisfies the requirements of this RFP and whether or not the Proposal will prove to be advantageous to the Airport. The Airport will use the comparative criterion for each separate rating area, and based upon these criteria, will assign an overall rating to each proposal. Each of the criterions may contain ratings of: Not Advantageous, Acceptable, Advantageous or Highly Advantageous Minimum Evaluation Criteria—Failure to meet the following minimum evaluation criteria will result in immediate rejection of the proposal.

1. Minimum Requirements: Proposals must meet the minimum requirements as specified in the RFP (Cover Letter, ATM Proposal, Identification Data, Attachment 3-5 as appropriate, Certificate of Non-Collusion, Disclosure of Beneficial Interest and deposit check.)

Comparative Evaluation Criteria: 1. Statement of Experience in ATM operation and Description of Operation. (Attachments 8 &

9. Documentation is required.) 2. Responses detailing Financial Data and Business References (Attachments 10 & 11)


3. Response to Additional Narrative Information (other attachments) 4. General impression of proposal 5. Proposed Rent amount


ATTACHMENT 1

ATM PROPOSAL The undersigned hereby submits a proposal as an offer to operate an ATM at the Martha's Vineyard Airport Passenger Terminal for an initial term of five (5) years commencing on January 1, 2021 and ending on December 30, 2025, on the terms and conditions set forth in MVY RFP 2020-02 that includes one option to renew for an additional five (5) year term through December 30, 2030. The undersigned stipulates that he/she has carefully read and clearly understands all requirements of the leases; that he/she has full knowledge of the premises and the rights, privileges, and limitations covered by such agreements; that the premises are in “as is” condition as of the effective date of the Agreements; that any fixtures, machines or equipment located on the premises are NOT included and may be removed by other parties. A. MINIMUM ANNUAL GUARANTEE The undersigned’s proposal for the annual rent is $____________________ (amount in number). The minimum annual rent that will be considered is $1,350.00 B. BIDDERS DATA AND QUALIFICATIONS: The undersigned has completed and submits any required attachments to this proposal. The undersigned warrants that all information contained in or otherwise represented in said attachments is true and correct to the best of the undersigned knowledge and belief. C. PROPOSAL PERFORMANCE DEPOSIT Accompanying this proposal is a Proposal Performance Deposit in the amount of $500.00. The deposit must be made in the form of a cashier’s check or Certified Check made payable to the Martha's Vineyard Airport. No proposal will be accepted unless accompanied by said deposit. The deposit shall be retained by the Airport as a guarantee that the bidder, if his/her proposal is accepted, will:

a. enter into the Lease and Agreement (Attachment 16) b. will furnish the required Security Deposits and Insurance Certificates, and c. will obtain all applicable licenses and permits d. will otherwise take all steps necessary so as to be able to initiate a ATM business at the

Martha's Vineyard Airport Passenger Terminal as of January 1, 2021.


Upon the performance of all these conditions by the bidder, said Proposal Performance Deposit shall be retained by the Airport and credited towards the Proposer’s first two monthly rent payments. If the undersigned proposal is accepted and he/she:

a. fails to furnish the Security Deposit and Insurance required by such Agreements b. fails to apply for and obtain all applicable licenses and permits c. otherwise fails to be able to establish a operational ATM in the Martha's Vineyard

Airport Passenger Terminal as of January 1, 2021.

The undersigned understands and agrees that such failures will result in damage to the Airport and that in such an event the undersigned’s Proposal Performance Deposit shall be forfeited to and retained by the Airport as liquidated damages. It is understood that the undersigned is bound by this offer until February 28, 2021. NB: Two signatures are only required for partnerships or for entities whose corporate rules require multiple signers; otherwise, a single signature by the sole proprietor or an individual who has the authority to sign and enter into this Agreement on behalf of their respective parties and, by so signing, shall make this Agreement binding on their respective parties. Corporations must also submit a Clerks Certificate verifying the authority of the individual(s) authority to sign. By ___________________________________ Title: _________________________________ By: __________________________________ Title: _________________________________ Dated ____________________________,


ATTACHMENT 2

IDENTIFICATION DATA Legal name of bidder as it would appear on any final lease or other legal document:

Address of bidder for purposes of notice or other communication with respect to a Lease:

Telephone:

Address of bidder for billing purposes:

Telephone:

Bidder intends to operate the business with which this proposal is concerned as a (check one):

Sole Proprietorship

Partnership

Corporation

Other (please explain below):


ATTACHMENT 3

PERSONAL DESCRIPTION AND RELEASE

(Note: Sole proprietors; ALL general and limited partners; and if NOT a publicly held corporation, ALL Officers, Directors, and ALL stockholders owning more than Five Percent (5%) of any class of stock of corporation---ALL such persons must EACH complete this page. Include additional sheet(s) as required.) The Martha's Vineyard Airport Commission is hereby authorized to request a credit report covering my financial and business history. THIS SIGNATURE MUST BE NOTORIZED Date:

Signed:

The following personal information must be completed as part of the credit investigation. The business and personal reputation of principals will be considered in qualifying bidders. First, Middle, and

Last Name:

Date of Birth:

Social Security No.

Drivers License

Number/State

Home Address:

Home Telephone:

Business Address:

Business Telephone:


ATTACHMENT 4

PARTNERSHIP STATEMENT If the bidder is a partnership, complete the following: 1. Date of Organization:

2. General Partnership or

Limited Partnership (check one)

3. Statement of Partnership recorded (check one)? Yes No

4. Has the Partnership done business in the County of Dukes County? Yes No

If yes: When? Where? 5. Name, address and Partnership share of each general and limited partner (use additional sheet if needed)

(If a partner is a corporation, the corporation statement must also be completed.) Gen/Ltd Name Address Share % 6. Attach a complete copy of the partnership Agreement The Martha's Vineyard Airport Commission is hereby authorized to request a credit report covering the partnership’s financial and business history. THIS SIGNATURE MUST BE NOTORIZED Date: Signed:


ATTACHMENT 5

CORPORATION STATEMENT

NOTE: ARTICLES OF ORGANIZATION MUST BE INCLUDED If the bidder is a corporation, complete the following and attach a Clerk’s Certificate identifying authority to sign: 1. When incorporated? 2. Where incorporated? 3. Is the corporation authorized to do business in the County of Dukes County (check one)? Yes No If so, as of what date? 4. The Corporation is held (check one): Privately Publicly 5. If publicly held, how and where is the stock traded? 6. If not publicly held, list the following: Authorized Issued Outstanding (a) Number of Voting Shares (b) Number of Non- Voting Shares (c) Number of Shareholders (d) Value per share of common stock: Par $ Book $ Market $ 7. If NOT publicly held, furnish the name, title, address and the number of voting and non-voting shares of stock held by each officer, director, and each shareholder owning more than Five Percent (5%) of any class of stock. Name Title Address No. of Shares


continue listing on a separate sheet(s) as required The Martha's Vineyard Airport Commission is hereby authorized to request a credit or other reports covering the corporations’ financial and business history. THIS SIGNATURE MUST BE NOTORIZED. Date: Signed:


ATTACHMENT 6

CERTIFICATE OF NON-COLLUSION/FRAUD CERTIFICATION

The undersigned certifies under penalties of perjury that this bid is in all respects bona fide, fair and has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word “person” shall mean any natural person, joint venture, partnership, corporation, union, committee, club or other organization, entity, or group of individuals. Applicant: Address:

Telephone:

Signature:

Printed Name:

Title

Date


ATTACHMENT 7

DISCLOSURE OF BENEFICIAL INTERESTS IN REAL PROPERTY TRANACTION

This form contains a disclosure of the names and addresses of all persons with a direct or indirect beneficial interest in the real estate transaction described below. This form must be filed with Massachusetts Division of Capital Planning and Operations, as required by M.G.L. c. 7 §40J prior to the conveyance or of execution of a lease for the real property described below. Attach additional sheets if necessary. 1. Public agency involved in this transaction: Martha’s Vineyard Airport 2. Description of real property: Approximately six (6) square feet of space located in the Martha's Vineyard Airport Terminal, designated hereinafter as ATM Site, to be used only for the location of an Automated Teller Machine (ATM) with such use being in strict compliance will all federal, state and local laws and such rules and regulations as may be promulgated by the Commission from time to time. 3. Type of Transaction: XXX Lease for one 5(five) year term with one 5(five) year option to renew 4. Lessor(s): Martha’s Vineyard Airport Commission Lessee(s): __________________________________________________ 5. Names and addresses of all persons who have or will have a direct or indirect beneficial interest in the real property as described above. Note: If a corporation has, or will have a direct or indirect beneficial interest n the real property, the names of all stockholders must also be listed except that, if the stock of the corporation is listed for sale to the general public, the name of any person holding less than ten percent of the outstanding voting shares need not be disclosed. Name Address


5. None of the persons listed in this section is an official elected to public office in the commonwealth of Massachusetts except as noted below: Name Address

6. This section must be signed by the individual(s) or organization(s) entering into this real property transaction with the public agency named in item 1. If this form is signed on behalf of a corporation, it must be signed by a duly authorized officer of that corporation. The undersigned acknowledges that any changes or additions to item 4 of this form during the term of any lease or rental will require filing a new disclosure with the Department of Capital Planning and Operations within 30 days following the change or addition. The undersigned swears under the pains and penalties of perjury that this form is complete and accurate in all respects.

Signature:

Printed Name:

Title

Date


ATTACHMENT 8

STATEMENT OF EXPERIENCE

Describe the duration and scope of your experience in providing ATM related services including information such as: Number of years experience with ATM operations, Number of ATM locations, size of business, volume of business, and other information which would indicate your ability to operate an ATM in the Martha's Vineyard Airport Terminal. (May be combined with Attachment 9: Description of Operation) Include a list of all of your existing ATM locations. Use additional pages as needed.


ATTACHMENT 9

DESCRIPTION OF OPERATION

Describe the ATM operation you would conduct at the Martha's Vineyard Airport Terminal. Describe services to be offered, your ability to meet demand at the Airport, and any other information you determine is relevant. If your operation is a franchise, so state. Use additional pages as needed. (May be combined with Attachment 8: Statement of Experience)


ATTACHMENT 10

FINANCIAL DATA FINANCIAL STATEMENT: Bidder shall attach credit or financial documents sufficient to establish the financial ability of the bidder to perform under the lease. Documents such as the last three years of financial statements, tax returns, financial letters, credit reports, annual business reports, etc. that speak to the financial stability of the proposer. SURETY INFORMATION: Has any surety of bonding company ever been required to perform upon your default or, if NOT a publicly held corporation, the default of any of the principals in your organization holding more than five percent (5%) interest (check one): Yes

No

If yes, attach a statement naming the surety of bonding company, date, amount of bond, and the circumstances surrounding said default and performance. BANKRUPTCY INFORMATION: Have you or, if NOT a publicly held corporation, any of the principals in your organization holding more than a Five Percent (5%) interest ever been declared bankrupt? Yes

No

If yes, state date, court jurisdiction, amount of liabilities, and amount of assets. PENDING LITIGATION: If NOT a publicly held corporation, are you or any of the principals in your organization holding more than Five Percent (5%) interest presently party to ANY pending litigation, liens, or claims relating to the business/operation as defined in this RFP? Yes

No

If yes, provide detailed information for each action. Note: The pending litigation question is NOT applicable to publicly held corporations. The parts of the surety and bankruptcy questions which refer to principals holding more that Five Percent (5%) interest are NOT applicable to publicly held corporations.


ATTACHMENT 11 BUSINESS REFERENCES

List four (4) persons or firms with whom you have conducted business transactions during the past three (3) years. Two (2) of the references named are to have knowledge of your debt payment history of which at least one (1) must be a financial institution if proposer is not a banking institution themself. Two (2) of the references must have knowledge of your business experience.

REFERENCE NO. 1.

Name:

Firm:

Title:

Address:

Telephone:

Nature and magnitude of purchase, sale, loan, business association, etc:

REFERENCE NO. 2.

Name:

Firm:

Title:

Address:

Telephone:



REFERENCE NO. 3.

Name:

Firm:

Title:

Address:

Telephone:


REFERENCE NO. 4.

Name:

Firm:

Title:

Address:

Telephone:


(continue listings on separate sheet(s) if needed)


ATTACHMENT 12

CERTIFICATE OF INSURANCE

Provide Certificates of Insurance as required in the sample lease attached as evidence of having the required types and amounts of required insurance.


ATTACHMENT 13

STATE TAXES CERTIFICATION CLAUSE

The undersigned certifies under penalties of perjury that I, or subject business, to the best of my knowledge and belief, have filed all state tax returns and paid all state taxes under law, have addressed any tax liability, and if needed, am in the process of setting up a plan to satisfy any relevant liability. Applicant: Address:

Telephone:

Signature:

Printed Name:

Title

SSN OR TIN*

Date:

*Your SSN/TIN will be furnished to the Massachusetts Department of Revenue to determine whether you have met tax filing or tax payment obligations. Providers who fail to correct their

non-filing or delinquency will not have a contract or other agreement issued, renewed, or extended. This request is made under the authority of Mass GL 62C §49A.


ATTACHMENT 14

STATEMENT OF DBE

Statement of Disadvantaged Business Enterprise eligibility in accordance with 49 CFR Part 23, if applicable.


ATTACHMENT 15

SAMPLE EVALUATION FORM The evaluation process will include each proposal being reviewed by an evaluation committee. Those proposal that meet all of the minimum requirements as outlined in this RFP, and are determined to be both responsive (those that offer all of the basic requirements requested in the RFP and contain all of the required information and forms properly completed) and those that are responsible (those with the capability, integrity, and reliability to enter into a lease or sale of property relationship with the Martha's Vineyard Airport) will be further reviewed using the comparative criteria outlined in this Form. The Airport will use the comparative criterion for each separate rating area, and based upon these criteria, assign an overall rating to each proposal. Each of the criterions may contain ratings of: Not Advantageous, Acceptable, Advantageous, or Highly Advantageous. Minimum Evaluation Criteria—Failure to meet the following minimum evaluation criteria will result in immediate rejection of the proposal. 1. Proposals must meet the minimum requirements as specified in the RFP

• Cover Letter, • Attachment 1-ATM Proposal, • Attachment 2-Identification Data, • Attachment 3, 4, or 5 as appropriate, • Attachment 6-Certificate of Non-Collusion, • Attachment 7-Disclosure of Beneficial Interest, • Processing fee and • Performance Deposit Check.

Yes No Comparative Evaluation Criteria: 2. Statement of Experience with ATM operations or similar business enterprise and Description of Operation. (Attachments 8 & 9. Documentation is required.) Not Advantageous- Has provided specified services for less than three years Acceptable - Has provided specified services for three (3) to five (5) years Advantageous- Has provided specified services for five (5) to seven (7) years Highly Advantageous- Has provided specified services for more than seven (7) years 3. Responses detailing Financial Data and Business References (Attachments 10 & 11) Not Advantageous- The proposal did not include any information regarding financial stability and gave no reason for failure to comply

Acceptable- The response included an explanation for the failure to provide financial documentation but was vague. The reviewers were unable to determine if it is consistent with expressed needs.


Advantageous- The response information presented was adequate, appeared consistent with intent, and responded to needs expressed.

Highly Advantageous- The response information presented was very through, appeared consistent with what was requested and responded to needs expressed.

4. Response to Additional Narrative Information (any combination of Attachments 12-15) Not Advantageous- The proposal was not responsive to the Airport’s questions in an acceptable manner and does not compel reviewers to believe the proposal reflects that the provider is able to perform in a manner acceptable to the airport

Acceptable- The response meets the minimum requirements, however, the reviewers were not overly impressed by the proposals expression of ability

Advantageous- The response is more informative and the reviewers feel that the proposal reflects that provider is able to perform in a manner acceptable to the Airport.

Highly Advantageous- The response is concise, informative, and highly detailed. The proposal reflects that the provider is able to perform in a manner acceptable to the Airport. The evaluation committee is convinced about the provider’s ability to provide and administer the plan as required by the Airport.

5. General impression of proposal Not Advantageous- The proposal response does not compel the reviewers to believe the proposal reflects that provider is able to perform in a manner acceptable to the Airport

Acceptable- The response included an explanation for any omissions but was vague and not very compelling. The reviewers were unable to determine if it is consistent with expressed needs.

Advantageous- The response is more informative, detailed and impressive leading the reviewers to feel that the proposal reflects that provider is able to perform in a manner acceptable to the Airport.

Highly Advantageous- The response is concise, informative, and highly detailed. The proposal reflects that the provider is able to perform in a manner acceptable to the Airport. The evaluation committee is convinced about the provider’s ability to provide and administer the plan as required by the Airport.

6. Proposed Minimum Annual Rent amount Not Advantageous- The financial offering does not meet the Minimum Annual Guarantee amount requirement.

Acceptable- The financial offering meets the Minimum Annual Guarantee amount Advantageous- The financial offering exceeds the Minimum Annual Guarantee Highly Advantageous- The financial offering is one of the three highest Minimum Annual Guarantee amounts proposed.


ATTACHMENT 16

LEASE AND AGREEMENT LEASE and AGREEMENT (“Lease”) made as of the _________, by and between the Martha’s Vineyard Airport Commission (“Commission”), and (Name of New Tenant), with its principal place of business at (New Tenant Address). WITNESSETH: WHEREAS, Chapter 90, Sections 39G and 51E of the General Laws authorize the Commission to exercise the custody, care and management of the Martha’s Vineyard Airport (“Airport”), in Edgartown and West Tisbury, Massachusetts; and, WHEREAS, Chapter 90, Sections 39G, 51F and 51H of the General Laws authorize the Commission to enter into leases and to determine the charges or rentals for the use of any properties, facilities, installations, landing fees, concessions, uses and services and to determine the terms and conditions under which contracts may be executed by the Commission on behalf of the County of Dukes County; WHEREAS, the Commission desires to lease and Tenant desires to take certain Premises for the operation by Tenant of an Automated Teller Machine (ATM); NOW, THEREFORE, in consideration of the above and of the covenants and conditions herein set forth, the Commission and Tenant agree as follows: ARTICLE 1 – TERM 1.1 Term. The term (“Term”) of this Lease shall commence on 1st of January, 2021 (“Commencement Date”) and shall expire at midnight on December 30, 2025 (Expiration Date) unless extended or earlier terminated as provided herein. 1.2 Option to Renew. On condition that Tenant and Tenant's successors in interest have at all times faithfully and punctually performed all of the covenants and conditions of this lease agreement on the part of Tenant to be performed, the Commission grants to Tenant and Tenant's successors in interest the option to renew this lease agreement for an additional term of five (5) years on the same terms and conditions contained in this lease agreement, except as modified by this provision. The option shall be exercised by a writing delivered to the Commission by Tenant or Tenant's successor in interest no sooner than one year and no fewer than one hundred eighty days prior to the expiration of the term of this lease agreement. The parties shall agree in writing on the rent to be paid during such renewal term as determined by appraisal or Consumer Price Index All Urban Consumers at the discretion of the Lessor.


ARTICLE 2 – PREMISES 2.1 Grant of Premises. The Commission leases to Tenant and the Tenant leases from the Commission, the premises described in Exhibit “A” attached hereto and incorporated herein by reference. 2.2 Grant of Appurtenant Rights. The Commission grants to Tenant and the Tenant takes from the Commission, the following appurtenant rights:

A. Tenant, its employees, agents, guests, invitees, suppliers and furnishers of service, may use, in common with others, the Airport public roadway system walkways and sidewalks open to the public for moving to and from the Premises.

B. In the exercise of the appurtenant rights set forth above, Tenant, its employees, agents,

passengers, invitees, suppliers and furnishers of service shall conform to reasonable conditions imposed from time to time by the Commission to secure public safety and convenience or to assure efficient operation of the Airport, and shall be subject to the requirements imposed by the Commission, including fees, charges and penalties, as the Commission may from time-to-time establish, rules and regulations of the Commission and other governmental entities of proper jurisdiction.

ARTICLE 3 – RENT 3.1 Rent. Tenant shall pay to the Commission, without notice or demand and without deduction or set –off _________ (“Rent”) per month on the first day of each month during the Term to the Commission at the office of the Commission’s Airport Manager or such other address as specified in writing from time to time by the Commission in advance as gross rent for the premises. 3.2 Base Rent Rate. The initial Base Rent Rate for the Premises is $XX,XXX.00 annually. 3.3 Commission Rates. In addition to the Rent described above, Tenant and all subtenants shall pay to the Commission on the fifteenth (15th) day of each month such rate, fees, commissions and charges as may be adopted by the Airport from time to time. 3.4 Rent Rate Adjustment. Not applicable 3.5 Consumer Price Index Adjustment.

A. As used in this Lease, the term “CPI” shall be the Consumer Price Index for all Urban Consumers, Boston Average, all items ( 1982-84 = 100), as published by the U.S. Department of Labor, Bureau of Labor Statistics (the “Index”).

B. The index number indicated in the column for the Boston Average for the month in which the Commencement Date occurs, or of the next preceding month if no figure is given for such month, shall be the “Base Index Number”.


C. The corresponding index number indicated in the column for the Boston Average for the

month in which the Current Month occurs, or of the next preceding month if no figure is given for such month, shall be the “Current Index Number”.

D. The Base Index Number shall be subtracted from the Current Index Number and the

resulting number shall be divided by the Base Index Number to obtain the percentage increase (“the CPI Adjustment”).

E. The CPI Adjustment shall be multiplied by the initial Base Rent in order to calculate the increase which will then be added to the Base Rent Rate in order to determine the new Base Rent effective for the year in question.

F. The Commission shall, within a reasonable time after obtaining the appropriate data

necessary for computing the increase, give the Tenant notice of any increase. The Commission’s computation shall be conclusive and binding but shall not preclude any adjustment that may be required in the event of an arithmetic error or of a published amendment of the index figure upon which the computation was based.

G. If at the time required for the adjustment of rentals hereunder the CIP is no longer based upon the 1982-84 =100 average, then the parties hereto shall reasonably agree to the conversion factor, if any, as designated by the Bureau of Labor Statistics. If the CIP is no longer published or issued or if the method of calculating the increase for “all items” is significantly amended to the extent that such index no longer accurately reflects the change in purchasing power of the dollar between the Commencement Date and the date established for any adjustment of rentals, the Commission and Tenant shall then agree upon such other index or statistics on the cost of living for the Boston Average as shall be computed or published by an agency of the United States Government or by a reasonable financial periodical of recognized Commission which accurately reflects any change in purchasing power of the dollar between the Commencement Date and date established for adjustment of the Base Rate Rent. This substitute index or statistical source shall then be used by the Commission to compute the increase, if any, in the rentals in a manner consistent with that set forth in Section 3.5. In the event that the parties are unable to agree on a substitute index within thirty (30) days, then the matter shall be submitted to arbitration consistent with the rules of the American Arbitration Association then applicable, with one arbitrator being chosen by the Commission, one by Tenant, and a third by the first two arbitrators. All arbitrators shall be possessed of recognized skill and experience in real estate valuation and related matters. The Commission shall pay the cost of the arbitrator it selects, the Tenant shall share equal the cost of the third arbitrator selected by their respective arbitrators.

3.6 Late Payments. Without prejudice to any other rights and remedies of the Commission as to default by Tenant, interest at the rate of eighteen percent (18 %) per year (1.5% per month) shall become due from Tenant on any arrearage of more than thirty (30) days in payment for Rent or Commissions provided for in this Agreement which continue unpaid after the expiration of any


grace periods set forth in Article 13 herein. Said interest rate shall be effective as of date when Rent was due. 3.7 No Abatement. Tenant, shall pay rent and Additional Rent without set-off, deduction, demand or abatement, except as otherwise specifically provided herein. 3.8 Additional Rent. The Commission shall invoice Tenant and Tenant shall pay as Additional Rent within thirty (30) days of receipt of an appropriate invoice, for any additional services provided by the Commission at the request of the Tenant or under the terms of the default section of this Lease, including but not limited to, charges for maintenance and repairs not included under the Commission’s responsibilities, construction and repair supervision fees, improvements requested by the Tenant and performed by the Commission, additional locks and keys, sewer and water charges, and service charges connected therewith. ARTICLE 4 - USE OF PREMISES 4.1 Permitted Uses. Tenant’s use of the Premises is restricted to the specific uses authorized under this Lease, except when prevented or restricted by law or by Airport rules, regulations, and directives. Any use of the Premises shall be in strict compliance with all fire and safety codes, rules, regulations and directives as they may apply to the Premises. 4.2 Prohibited Uses. Tenant is prohibited from any use of the Premises not specifically granted herein. Any use of any part of the premises as a residence, either temporary or permanent is specifically prohibited. The Commission reserves the right to approve additional uses of the Premises provided that such use shall not commence prior to the Commission granting said approval in writing to the Tenant and the Tenant’s execution of an Amendment to this Lease detailing the increase in the Base Rent Rate and Commissions, if any, and any additional provisions of this Lease. 4.3 Conduct of Services. Tenant shall observe, obey and require all of its officers, employees, agents, suppliers and invitees to obey and observe the rules, regulations and directives of the Commission and the laws, rules and regulations of other local, state or federal entities of competent jurisdiction that may apply to its operations or permitted uses. Tenant agrees to indemnify and hold the Commission harmless for any loss, claim or suit against the Commission from Tenant’s failure of compliance. 4.4 Required Certificates. Tenant warrants that it holds all certificates, permits, licenses or other entitlements required by federal, state or local laws, rules, or regulations in order to enable Tenant to conduct its operations and to engage in its permitted uses and that said certificates, permits, licenses or other entitlements are and will be kept current, valid and complete. Tenant shall provide the Commission with a copy of each such certificate, permit, license or entitlement. Tenant warrants that, at all times, it shall abide by and conform with all the terms of said laws, rules and regulations and certificates, permits, licenses and other


entitlements and that it shall give immediate notice to the Commission of any additional, renewals, amendments, renovations or suspensions. 4.5 Laws, Rules and Regulations. Tenant covenants and agrees to cause its employees, agents, guests, licensees, subcontractors to observe and obey all applicable laws, rules, regulations, requirements, orders and directives now in existence or hereafter promulgated by the Commission or any local, state or federal agency of competent jurisdiction which may pertain or apply to the operations of Tenant, its employees, agents, guests, licensees, subcontractors at the Premises. In addition, Tenant, its employees, agents, guests, licensees, subcontractors shall submit to the enforcement of the Commission’s rules and regulations by administrative procedures conducted by the Commission’s management to the extent that the same are in customary usage at the Airport, or by enforcement on complaint of the Commission or appropriate prosecuting officers in the courts of the Commonwealth of Massachusetts. 4.6 Vendors, Suppliers and Contractors. Tenant shall have the right to obtain supplies or services from suppliers, vendors or contractors of its own choice at the Premises, provided that the Commission reserves the right to prohibit persons from engaging in aeronautical activities or any other activities at the Airport except in accordance with concession contracts, permits or operating agreements, if any, entered into between the Commission and said persons. 4.7 Covenant Against Waste and Nuisance. Tenant shall not use the Premises in any manner that will constitute waste, and Tenant shall not cause or permit any unlawful conduct, unreasonable annoyance or nuisance to exist or arise in the course of or as a result of its use of the Premises, nor permit any activity or omission which constitutes or results in unlawful conduct, unreasonable annoyance or nuisance. Tenant, its employees, guests, invitees, licensees, suppliers and furnishers of service shall conduct themselves in an orderly and proper manner so as not to unreasonably disturb others use of the Airport. ARTICLE 5 - IMPROVEMENTS, ALTERATIONS AND MODIFICATIONS 5.1 Improvements or Alterations.

A. Tenant shall not place or construct any improvements, structures, alterations, modifications, signs or additions (“Improvements”) in, to, or upon the Premises without the prior written approval of the Commission.

B. Upon completion of any Improvements, Tenant, at its own cost, shall make or have made as-built plans of such Improvements and submit said plans to the Commission within ninety (90) days of completion of such Improvements.

C. If Tenant does not obtain the prior written approval of the Commission, or, if the

Tenant does not comply with the provisions and conditions of said approval, or does not submit as-built plans as required herein, the Commission may, upon reasonable prior notice, enter the Premises and restore the condition of the Premises, complete the Improvements proposed on the approved TAA and/or have as-built plans made, as


appropriate, and Tenant shall reimburse the Commission for any and all costs incurred in so doing plus 15 % thereof additionally as an administrative surcharge.

5.2 Construction. Tenant shall construct or install any Improvement in conformance with all applicable statutes, ordinances, building codes, rules, regulations and directives of any local, state or federal entity and shall perform such construction or installation in a good and workmanlike manner in accordance with the drawings and specifications approved by the Commission. Tenant shall bear any and all costs of compliance with the requirements of this Section. 5.3 Ownership of Improvements. Tenant shall own any Improvements until the termination of Tenant’s occupancy of the Premises or the expiration of the Term, whichever occurs later. Tenant shall not remove any of its Improvements from the Premises nor waste or destroy said Improvements. Upon termination of Tenant’s occupancy of the Premises or the expiration of the Term, the Tenant shall be responsible for the cost and implementation of repair of any damage to the premises caused by such removal. 5.4 Tenant’s Fixtures and Equipment. Tenant shall make all repairs or replacement at Tenant’s expense in connection with the removal of any fixtures or equipment installed as provided in this paragraph. All signs, counters, shelving, trade and light fixtures, contents, and other equipment, which may at any time be installed or placed in or upon the Premises, by or at the expense of Tenant, are and shall remain the property of Tenant, and Tenant shall remove the same and repair all damage to the Premises caused by such installation and removal prior to or at the expiration date of the term or the extension period of this Lease, unless the Commission consents to certain or all of such personal property remaining on the Premises. 5.5 Contracts for Improvements. All contracts for Improvements shall include provisions of insurance and suretyship reasonably satisfactory to the Commission for the protection of the Commission’s laborers, suppliers, contractors, subcontractors and the public, and shall also include all contractors and subcontractors to comply with all applicable provisions of this Lease. 5.6 Liens. Tenant agrees to pay, when due, all sums that may become due for any labor, services, materials, supplies, furnishings, machinery or equipment furnished to or for Tenant in, upon, or about the Premises which may be secured by any lien against Tenant’s interest therein, and will cause each such lien and any other liens to be fully discharged and released at the time the performance of any obligation secured by any such lien matures and becomes due. 5.7 Commission Improvements. The Commission shall not be obligated to make or cause to be made any repairs or improvements of any nature to the Premises. ARTICLE 6 - MAINTENANCE AND REPAIR 6.1 “As Is” Condition. Tenant has inspected the Premises and accepts them “as is”, in the condition in which they are at the commencement of the Term, and assumes all risks in connection therewith,


without any representation or warranty express or implied in fact or by law, on the part of the Commission. 6.2 Maintenance. Tenant shall, at its own expense, maintain the Premises, and shall maintain in good condition the interior and exterior structure, the utility systems, any Improvements made or constructed by Tenant, and all of Tenant’s facilities, fixtures, furniture and other equipment, in good and safe repair and in a neat, clean, safe and orderly condition. 6.3 Repair of Damage. Tenant shall repair any damage to the Premises caused by or resulting from acts of or negligence by Tenant, its employees, guests, invitees, suppliers, contractors, subcontractors or furnishers of service. Tenant shall make any repairs in accordance with plans and specifications approved by the Commission or, if applicable, in accordance with the Commission’s Tenant Alteration Application process, as it may be amended from time-to-time. The Commission shall not be liable for any damage to Tenant or Tenant’s property from any cause unless caused by the sole fault or negligence of the Commission, and Tenant waives all claims against the Commission for damage to persons or property arising for any reason unless caused by the sole fault or negligence of Commission 6.4 Snow Management. The Commission shall move snow and ice from the access roadways to the Premises consistent with the Airport Snow and Ice Control Plan, latest revision thereof. Tenant acknowledges that the timing of snow removal is dependent on overall public safety and operational concerns at the Airport. 6.5 Commission Approval. Tenant shall make all repairs and conduct all maintenance in compliance with all applicable provisions of the Commission’s Tenant Alteration Application process, as it may be amended from time to time. Tenant shall accompany any request for the Commission’s approval with information in accordance with the Commission’s Tenant Alteration Application process, as set forth in Section 5.1 and as it may be amended from time-to-time. 6.6 Performance of Maintenance and Repair. Tenant shall perform all maintenance and repair in conformance with all applicable statutes, ordinances, building codes, rules, regulations and directives of any local, state or federal entity and in a good and workmanlike manner in accordance with the drawings and specifications as may be approved by the Commission pursuant to the Tenant Alteration Application process. Tenant shall bear any and all costs of compliance with the requirements of this Section. 6.7 Liens. Tenant agrees to pay, when due, all sums that may become due for any labor, services, materials, supplies, furnishings machinery or equipment furnished to or for Tenant in, upon, or about the Premises which may be secured by any lien against Tenant’s interest therein, and will cause each such lien and any other liens to be fully discharged and released at the time the performance of any obligation secured by any such lien matures and becomes due.


ARTICLE 7 - UTILITIES 7.1 Existing Capacities. The Commission will provide utilities, specifically electric power and a telephone data line, in existing capacities to the Premises. 7.2 Costs and Charges. Tenant shall pay for all utilities used or consumed on the Premises. Tenant shall pay all such costs directly to the proper authorities, including the Commission, as the case may be, charged with the collection thereof. ARTICLE 8 - ENVIRONMENTAL 8.1 Environmental Requirements. Tenant shall observe, obey and comply with and shall cause its officers, employees, agents, invitees, suppliers, contractors, subcontractors, and licensees to observe, obey and comply with all applicable laws, statutes, ordinances, policies, rules and regulations and standards of any and all federal, state and local government agencies, authorities, department and boards, and the rules, regulations, bylaws, standards and plans of the Commission relating to environmental controls and pollution of the natural environment in its operations and the conduct of the Permitted Services at the Airport, including, without limitation, laws relating to ground water and surface water pollution, air pollution, transportation storage and disposal of oil and hazardous substances, wastes and materials, storm water drainage, employee health and safety, underground and above-ground storage tanks and the provisions of M.G.L., c. 21E, (collectively referred to as the “Environmental Laws”) and shall refrain from any and all acts, uses or processes on or at the Airport which are not in full conformity with said Environmental Laws. 8.2 Environmental Audit.

A. The Commission, reserves the right to conduct an environmental audit of Tenant’s activities at the Airport and of any of its premises, equipment, vehicles, storage tanks or facilities, training programs or reporting systems to confirm Tenant’s compliance with the Environmental Law (the “Environmental Audit”). The Commission may, at its discretion, retain an experienced environmental consulting firm to conduct the Environmental Audit and issue a report. If the Environmental Audit report indicates any non-compliance with the Environmental Laws, the Commission shall submit such report to Tenant.

B. It is understood that Tenant is not responsible for any acts of non-compliance which the Tenant demonstrates to the Commission’s satisfaction were not the result of Tenant’s activities or use of the Premises at the Airport, whether pursuant to this Lease or otherwise.

C. Tenant shall submit a report (the “Remediation Report”), with an explanation, remediation action plan and schedule for resolving any issues of non-compliance to the Commission for the Commission’s review within sixty (60) days of receipt of the Commission’s Environmental Audit report. The Commission shall approve or disapprove the Remediation Report within thirty (30) days of receipt thereof. The Commission may condition its approval upon terms and conditions which it deems


prudent and necessary to address fully any non-compliance with the Environmental Laws. In the event Tenant does not submit a Remediation Report satisfactory to the Commission, the Commission, at its sole option, may prepare such Remediation Report and the Tenant shall be bound by such report upon receipt thereof.

D. Tenant shall commence within thirty (30) days of receipt of the Commission’s approval of Tenant’s Remediation Report or of receipt of Commission’s Remediation Report and shall expeditiously proceed to completion, any remediation recommended thereunder, subject to the requirements of any appropriate governmental agency.

E. Tenant shall bear the responsibility, at its sole cost and expense, for any remedial action, whether resulting from the Tenant’s or the Commission’s Remediation Report or required by any governmental agency. In the event Tenant does not complete such remedial actions in the time period set forth above, the Commission may implement any remediation actions which it deems necessary or prudent to address the non-compliance with the Environmental Laws. In the event the Commission implements any such remediation action, the Tenant shall reimburse the Commission for any and all costs incurred in so doing plus fifteen (15) % thereof additionally as an administrative surcharge without limitation of other claims or damages that the Commission may have against Tenant arising under the terms of this Lease, the Environmental Laws or otherwise.

8.3 Hazardous Waste Disclosure. The Tenant, upon execution of this Lease, shall furnish the Commission with a copy of any Material Safety Data Sheets (“MSDS”) and any updates thereto or any list of substances listed on the so-called Massachusetts Substance List, established pursuant to M.G.L. c. 111F which the Tenant is required to prepare, file or maintain pursuant to said c.111F for any substances used or stored at the Airport. If such MSDSs or lists should be changed or updated during the Term, the Tenant shall promptly furnish a copy of such updated or changed MSDS or list to the Commission. 8.4 Environmental Indemnification.

A. Tenant shall indemnify and hold harmless the Commission, and the County of Dukes County, from and against any and all costs, damages and expenses incurred and/or loss sustained (including reasonable attorneys’ and experts’ fees and other expenses), or penalties imposed by agencies by law authorized to do so, arising out of the failure of Tenant, its agents, employees, invitees, or licensees to observe, obey and comply with the Environmental Laws.

B. Without limiting the generality of this Section, Tenant shall indemnify and hold harmless the Commission, and the County of Dukes County, from and against any and all costs, damages and expenses incurred and/or loss sustained (including reasonable attorneys’ and experts’ fees and other expenses), or penalties imposed by agencies by


law authorized to do so, arising out of the Commission’s performance of any activity pursuant to Article 8 of the Lease.

C. As used in this Section, “expense incurred” shall, without limitation, include all loss or expense directly associated with remedying the condition or conditions not in conformity with the Environmental Laws, including, but not limited to the costs of remediating any real property and any personal injury resulting from or arising out of the release of oil or hazardous materials into the natural environment, together with all loss sustained by reason of business interruptions occasioned by executive, administrative or judicial order consequent upon the Environmental Laws, or business interruption directly consequent upon the remedying of the condition not in conformity with the Environmental laws.

D. This indemnification shall survive the expiration or earlier termination of this Lease. ARTICLE 9 - INSURANCE AND INDEMNIFICATION 9.1 Insurance. Tenant at its expense shall insure the ATM and related equipment at the premises with maintain the following insurance coverage:

A. Comprehensive General Liability insurance, including products and completed operations for claims for property damage, bodily injury or death, arising out of or in connection with Tenant’s use, occupancy and activities under this Lease, in the minimum single limit or equivalent split limits of one million dollars ($1,000,000.00) per occurrence and naming the Commission, and the County of Dukes County, as an additional insured. The General Aggregate limit for the policy shall apply per location.

B. Standard fire and extended coverage insurance covering the ATM, related equipment,

and the Premises.

C. Each policy of insurance required herein shall be in a form and with a company satisfactory to the Commission. Each insurer shall be authorized to do business in Massachusetts. Within five days of occupancy of the Premises, Tenant shall submit a certificate of each policy of insurance. Each policy shall provide that it shall not be altered or canceled by the insurer during its term without first giving at least thirty (30) days prior written notice to the Commission. The comprehensive general liability policy shall be endorsed specifically to recognize and insure the indemnification provision appearing in Section 10.3 of this Lease. Tenant acknowledges that the minimum insurance limits and types established herein may become inadequate during the Term, and Tenant agrees that it shall provide such increased limits or types of insurance to commercially reasonable levels that the Commission may reasonably require during the Term. In addition to the foregoing specified minimum amounts of insurance, Tenant shall carry additional general liability insurance in such amounts as are generally regarded as prudent in connection with the operation of the business of Tenant and shall


furnish to the Commission a certificate of insurance evidencing such additional insurance.

9.2 Increase in Insurance Premiums. Tenant shall not do anything or keep anything in or about the Premises that may invalidate or conflict with or increase the premium for any policy of insurance carried by the Commission. In the event the Commission’s insurance premiums are increased as a result of Tenant’s activity, the amount of such increase shall, at the Commission’s sole election, be paid by Tenant to the Commission as Additional Rent, provided, that the Commission first shall have notified Tenant to enable Tenant to discontinue said activity. 9.3 Indemnification. Tenant at its expense shall defend and shall indemnify and hold harmless the Commission and its members, officers and employees, as well as the County of Dukes County, from and against all claims, causes of action, suits, losses, damages and expenses (including attorney’s fees and costs of investigation and litigation) based upon or arising out of the occupancy of the Premises and/or the operation of tenant under this Lease, provided that Tenant shall not be liable for any loss caused by the sole willful misconduct or gross negligence of the Commission or the County of Dukes County. The foregoing express obligation of indemnification shall not be construed to negate or abridge any other obligation of indemnification running to the Commission or the County of Dukes County which would exist at common law or under provisions of this Lease, and the extent of the obligation of indemnification shall not be limited by any provision of insurance undertaken in accordance with this Lease. The Commission and/or the County of Dukes County shall give Tenant prompt written notice of any claims threatened or made or suit instituted against it which could result in a claim of indemnification hereunder. This provision of indemnification shall survive the termination or expiration of this Lease. ARTICLE 10 - CASUALTY AND TAKING 10.1 Casualty.

A. If, at any time during the Term, the whole or any part of the Premises or access thereto is damaged by fire or other casualty, the Commission and/or the Tenant shall have the right to terminate this Lease, by giving written notice thereof to the other party hereto within thirty (30) days after the date of such fire or casualty. If either party gives such notice, the lease shall terminate, effective fifteen (15) days after the mailing of such notice.

B. Upon termination, Tenant shall have no further obligation to pay any base Rent or Additional Rent under this Lease which accrue after the date of such termination. In no event, however, shall such termination be deemed to modify or limit Tenant’s obligations and agreements pursuant to Article 9 hereof.

C. If the Premises or any part thereof or all reasonable access thereto are damaged by fire or other casualty, and such damage, in the Commission’s sole discretion, materially


interferes with Tenant’s use of the Premises as contemplated by this Lease, and this Lease is not terminated in accordance with Section 10.1 A., then: (1) The Tenant shall repair any and all casualty damage to its property and to any

and all of the Tenant’ s Improvements and fixtures located on the Premises, and shall return such property and fixtures to the condition existing immediately prior to said casualty. All such repairs shall comply with the TAA process. The Tenant shall use its best efforts to cause repairs and restoration to be made within a reasonable period of time after such casualty occurs, but in the event that any portion of the Premises remain untenantable after eight (8) months of the date of the casualty, the Commission shall have the option to terminate this Lease upon thirty (30) days prior written notice. In the event the Tenant completes all repairs and restoration within the thirty days notice period, this Lease will not terminate.

(2) The Commission shall use reasonable diligence to restore the Premises to substantially the same condition as existed immediately prior to such fire or other casualty within a reasonable time, subject to any delays beyond the Commission’s control; provided, however, that the Commission shall have no obligation to expend for such repairs and restoration any amount in excess of any net insurance proceeds received; that the Commission’s obligation to repair and restore shall not include those repairs required of the Tenant pursuant to Section 10.1 C. (1).

(3) A just proportion of the Base Rent and Additional Rent as determined by the Commission shall abate proportionately for the period in which, by reason of such damage, there is such interference with the Tenant’s use of the Premises.

D. In the event the Premises shall be damaged by fire or other casualty resulting from the

act of neglect of Tenant, its agents, contractors, employees or invitees, and this Lease shall not be terminated by the Commission as a result of such damage, Tenant shall not be released from any of its obligations hereunder including without limitation its duty to pay the Base Rent and the Additional Rent without abatement or reduction.

10.2 Taking.

A. If the Premises, all reasonable access thereto, or such portion of the Premises which renders the balance unsuitable for Tenant’s purposes in the Commission’s sole determination, shall be taken by condemnation or right of eminent domain or conveyed under threat thereof (“taking”), this Lease shall terminate as of the date title to the Premises vests in the taking Commission. Tenant shall have no claim against the Commission for the value of the unexpired Term.

B. If any portion of the Premises or access thereto shall be taken and this Lease is not terminated as set forth in Section 10.2 A. above, the Commission shall have the right to


terminate this Lease, by giving written notice thereof to Tenant no later than thirty (30) days after the date title vests in the taking Commission, specifying the date of such termination. From the date of the vesting to the date of the termination, the amount of Base Rent and Additional Rent owing hereunder shall be equitably abated, according to the nature and extent of the loss of use of the Premises suffered by Tenant, as reasonably determined by the Commission. Upon such termination, Tenant shall have no further obligation to pay any Base Rent or Additional Rent under this Lease which accrue after the date of such termination.

C. If any portion of the Premises shall be taken and this Lease is not terminated under this Section, the Base Rent and Additional Rent shall be equitably abated, according to the nature and extent of the loss of use of the Premises suffered by Tenant as reasonably determined by the Commission, for the term of such taking, if temporary, or for the remainder of the Term, if permanent.

10.3 Award. Tenant grants and assigns to the Commission a lien on and rights to recover from any award of damages to which the Tenant may be entitled by virtue of an eminent domain taking of any or all of its leasehold interests up to the amount of monies owing to the Commission. ARTICLE 11 - COMMISSION RIGHTS AND OBLIGATIONS 11.1 Maintenance of Structure and Utility Systems. The Commission shall have no maintenance and repair responsibilities for the Premises. 11.2 Improvement of Utility System. In the event existing sources of utility supply hereunder are subsequently deemed inadequate for Tenant’s needs as a result of Tenant’s additional utility demands, expansion or improvement, Tenant, at its own cost and expense, may improve such systems but only in conformance with the provisions of this Lease and upon written approval of the Commission. 11.3 Right to Inspect and Repair. The Commission, its authorized employees, agents, contractors, subcontractors and other representatives shall have the right at all reasonable times to inspect the Premises, without abatement of rent, for the following purposes:

A. To perform maintenance and make repairs and replacements in any event where Tenant is obligated to do so under the Lease and has failed to do so or to have initiated such repairs and maintenance within the time period set forth in the Lease, if applicable, or, otherwise, within thirty (30) days after written notice from the Commission, and thereafter to expeditiously complete such repairs or replacements, or at any time with or without written notice, in the event that the Commission in its sole discretion deems that it is necessary or prudent to do so to preserve all or any part of the Premises from damage or to correct any condition likely to lead to injury or damage. In the event the Commission performs maintenance, repairs or replacements, Tenant shall pay the Commission’s entire cost of performing such work including an amount for fully


allocable administrative charges and in addition shall pay a penalty equal to one hundred percent (100%) of said cost of work as Additional Rent upon written demand, without limitation of other claims or damages that the Commission may have against Tenant arising out of the terms of this Lease or otherwise. The Commission reserves the right to bill Tenant for the above costs as Additional Rent.

B. To perform any obligation of the Commission under this Lease and to make additions, alterations, maintenance and repairs to the Premises, including its utility system.

11.4 No Constructive Eviction. The Commission’s failure to maintain or repair as specified shall not constitute a constructive eviction, and Tenant’s sole and exclusive remedy for the Commission’s failure to perform its obligations shall be a suit against the Commission for specific performance. 11.5 Airport Alterations and Improvements. Tenant acknowledges that from time to time the Commission may undertake construction, repair or other activities related to the operation, maintenance and repair of the Premises or the Airport that will require temporary accommodation by Tenant. The Commission agrees to provide to Tenant reasonable notice of such activities and the potential impacts of such activities on Tenant’s operations. Tenant agrees to accommodate the Commission in such activities even though Tenant’s own operations may be inconvenienced or partially impaired. Tenant further agrees that no liability shall attach to the Commission, its members, employees, agents or contractors by reason of such inconvenience or impairment, provided that the Commission uses reasonable efforts in such alteration or improvement activities not to unreasonably interfere with Tenant’s operations at the Airport. 11.6 Inspection of Records. The Commission, or their designee, may inspect and Tenant shall provide to the Commission such information, books, records, documents, financial reports, and other records on Tenant’s operations at the Premises as the Commission may from time to time request, for any reason or no reason, pertaining to Tenant’s use of the Premises, its operations at the Premises, the Airport and its performance of the terms and conditions of this Lease. Tenant is also required to provide the Airport with an Annual Report of all ATM activity broken down by monthly activity for each calendar year no later than January 31 of the following year as identified by Section 14.20 Disclosure Statements . ARTICLE 12 - ASSIGNMENT, SUBLETTING AND ENCUMBERING 12.1 Definition of Transfer. If Tenant is a partnership, a transfer of any interest of a general partner, a withdrawal of any general partner from the partnership, or the dissolution of the partnership shall be deemed a transfer of this Lease. If Tenant is a corporation, unless Tenant is a public corporation whose stock is regularly traded on a national stock exchange, or is regularly traded in the over-the-counter market and quoted on NASDAQ, any dissolution, merger, consolidation, or other reorganization of the Tenant or sale or other transfer or a percentage of capital stock of the Tenant which results in a change of controlling persons, or the sale or other transfer of substantially all of the assets of the Tenant, shall be deemed a transfer of this Lease.


12.2 Transfer. Tenant shall not, directly or indirectly, assign, mortgage, pledge, or otherwise transfer this Lease, or Tenant’s legal or beneficial interest in this Lease, or sublet the whole or any part of the Premises (collectively referred to as a “transfer”) without Landlord’s prior written approval in each instance, which approval may be withheld, for any reason or for no reason, based on any factors which the Commission, in its sole determination, determines have or may have an impact upon the Commission, or the Airport’s efficient or productive operations. Without limiting the generality of the foregoing, the Commission is expressly entitled to condition its approval to any Sublease upon the inclusion of the following provisions into such Sublease:

A. Tenant shall pay the Commission as additional rent ten percent (10%) of the Tenant’s gross revenue from the services and facilities it provides to the Sublessee; and,

B. Tenant shall be required to enter into a sublease agreement with the proposed Sublessee with any such sublease agreement receiving the prior written approval of the Commission prior to the execution of said sublease.

C. Tenant shall pay the Commission an additional Assignment Fee of three percent (3%) of the Tenant’s gross revenue from the assignment of this lease to any other individual, business, partnership, or entity for any and all reasons and for each transaction.

ARTICLE 13 - DEFAULT AND TERMINATION 13.1 Event of Default. It shall be an Event of Default if Tenant fails to pay Rent or Additional Rent or any other charges due under this Lease within ten (10) days after receipt or written notice of delinquency, or fails to keep and perform any of the covenants, conditions and provisions herein set forth within thirty (30) days of written notice and such default in either event is not cured. 13.2 Termination. If an Event of Default occurs, the Commission may terminate Tenant’s rights under this Lease, and the Commission may take possession of the Premises and cancel all rights and privileges granted to Tenant in this Lease, without any restriction upon recovery by the Commission for past due rentals or other obligations of Tenant. 13.3 Personal Property. Not applicable. 13.4 Termination by the Commission. In addition to the causes for termination for an Event of Default, the Commission may terminate this Lease and may enter or re-enter the Premises (with or without process of law) as if an Event of Default had occurred hereunder upon the occurrence of any of the following events:

A. abandonment of the Premises for a period of thirty (30) days or more;

B. termination of suspension for thirty (30) days or longer by any governmental Commission, board, agency or officers of the United States of any certificate, license, permit, or Commission held by Tenant without which Tenant shall not be lawfully empowered to provide services at the Airport;


C. entry of a judgment or injunction by any court of competent jurisdiction and the remaining of such judgment or injunction in force for a period of at least forty-five (45) days, the effect of which is to prevent or prohibit Tenant from providing services at the Airport; or,

D. failure of Tenant generally to pay its debts under this Lease as such debts become due. 13.5 Remedies Cumulative. Except as provided elsewhere in this Lease, no remedy provided to the Commission or Tenant is intended to be exclusive of any other available remedy, but each such remedy shall be cumulative. No delay or omission to exercise any right upon default shall impair any such right or be construed to be a waiver thereof, but any such right may be exercised from time to time and as often as may be expedient, and the exercise or any one right or remedy shall not impair the right of the Commission or Tenant to any or all other remedies. ARTICLE 14 - GENERAL PROVISIONS 14.1 Vending Machines. Tenant shall not install or operate or cause to be installed or operated vending machines or other coin operated devices of any nature on the Premises without the prior written approval of the Commission. The Commission may condition its approval upon the payment of all net revenue derived by Tenant from the operation of vending machines or, in the absence of net revenue, a reasonable minimum payment as determined by the Commission. 14.2 Taxes. Tenant shall pay to the appropriate taxing Commission in the manner provided by law any personal property taxes or excises, assessed to and levied on the personal property of Tenant or its operations without right of reimbursement in whole or in part from the Commission. Any such tax or charge assessed against Tenant shall give rise to a right in the Commission to require Tenant to pay such tax or charge to the taxing Commission or in the event of Tenant’s failure to make such payment to require Tenant to reimburse the Commission for the payment thereof by the Commission as Additional Rent. Tenant may contest, in its own name or the name of the Commission, the validity or amount of any tax it shall hereunder be required to pay to a taxing entity; provided, however, that Tenant shall indemnify and hold the Commission harmless from all liability and expense arising from such contest and shall provide security satisfactory to the Commission with respect to its performance of such indemnification obligation. Tenant shall not permit a lien or encumbrance to attach to the Premises by reason of any failure of tax payment. 14.3 Quiet Enjoyment. The Commission covenants that is has lawful authority to execute this Lease and that upon payment of the Rent and charges provided herein and upon the performance of the covenants and agreements on the part of Tenant to be performed hereunder, Tenant shall peacefully have and enjoy the Premises and the rights and privileges granted by this Lease. 14.4 Surrender of Possession. Tenant shall, at the expiration or termination of this Lease, surrender and redeliver the Premises in good order and condition, reasonable wear and tear excepted and in full compliance with Tenant’s maintenance and repair responsibilities.


14.5 Holding Over. If Tenant shall, with the consent of the Commission, hold over after the expiration or termination of the Term of this Lease, the resulting tenancy, unless otherwise mutually agreed, shall be on a month-to-month basis until such time as Tenant shall surrender the Premises within six (6) months of its prior written notice to the Commission, or until such time as the Commission shall terminate the month-to-month Lease by giving Tenant thirty (30) days prior written notice or re-enter the Premises within thirty (30) days prior written notice provided to the Tenant. During such month-to-month tenancy, Tenant shall be bound by all the provisions of this Lease as they may be applicable. If Tenant, without the written consent of the Commission, holds over after the expiration or termination of this Lease, Tenant shall be deemed to be a Tenant at Sufferance and will be liable for the use and occupancy of the Premises as determined by the Commission and shall be bound by all applicable provisions of this Lease. 14.6 Agreements with the United States. This Lease is subject and subordinate to the provisions of any agreements heretofore or hereafter made between the Commission and the United States, the execution of which is required to enable or permit transfer of rights or property to the Commission for airport purposes or expenditure of federal grant funds for Airport improvement, maintenance or development. Tenant shall reasonably abide by requirements of agreements entered into between the Commission and the United States, and shall consent to amendments and modifications of this Lease if required by such agreement or if required as a condition of the Commission’s entry into such agreements. 14.7 Agreements with the Commonwealth of Massachusetts. This Lease is subject and subordinate to the provisions of any agreements heretofore or hereafter made between the Commission and the Commonwealth of Massachusetts, the execution of which is required to enable or permit transfer of rights or property to the Commission for airport purposes or expenditure of state grant funds for Airport improvement, maintenance or development. Tenant shall reasonably abide by requirements of agreements entered into between the Commission and the Commonwealth of Massachusetts, and shall consent to amendments and modifications of this Lease if required by such agreement or if required as a condition of the Commission’s entry into such agreements. 14.8 No Personal Liability. No member, director, or officer or employee of the Commission shall be charged personally or held contractually liable by Tenant under any term or provision of this Lease or because or any breach thereof or because of its execution or attempted execution. 14.9 Non-Waiver. No term or provision hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach. 14.10 Entire Agreement. This Lease, including exhibits attached hereto at the time of its execution and the original Request for Proposal, MVY RFP 2020-02 ATM Site, including any Addenda constitutes the entire agreement between the parties hereto, and all prior agreements covering the rights and privileges set out herein are superseded by and merged into this Lease.


14.11 Amendment. Only a written instrument executed by both the Commission and Tenant may amend this Lease provided that each such amendment shall not be effective until said amendment is fully executed by both parties. 14.12 Governing Law. This Lease shall be deemed to be made in and construed in accordance with the laws of the Commonwealth of Massachusetts. 14.13 No Advertisement. Tenant shall not, without the Commission’s prior written approval, refer to the Commission in any advertising, letterheads, bills, invoices, or in other printed matter. 14.14 Security. Tenant shall be required during the term of this Lease to take such security precautions, with respect to the Premises and Tenant’s operations and service personnel, related thereto, as the Commission in its discretion might from time to time require. Tenant further stipulates that it shall be solely responsible for providing security to and within the Premises with no right of reimbursement from the Commission. Tenant shall be responsible for insuring that no unauthorized access to the Aircraft Operations Area (“AOA”) occurs as a result of its use of the Premises. 14.15 Consequential Damages. The Commission and all of its commissioners, officers, agents and employees, shall not be liable to Tenant for any loss of business or any indirect, incidental, special or consequential damages or lost profits arising out of or relating to this Lease or from whatever other cause. 14.16 Force Majeure. No default in the performance of the terms, covenants or conditions of this Lease on the part of Tenant or the Commission (other than in rental payment to the Commission) shall be deemed to continue if and so long as the Commission or Tenant, as the case may be, shall be delayed in or prevented from remedying the same by (i) strikes or other labor disputes, (ii) acts of God or the public enemy, (iii) any other cause reasonably beyond the control of the Commission or Tenant, as the case may be, but, if and when the occurrence or condition which delayed or prevented the remedying of such default shall cease or be removed, it shall be the obligation of the Commission or Tenant as the case may be, without further delay, to commence the correction of such default or to continue the correction thereof. This Article shall not excuse Tenant from payment of all Rent, Additional Rentals, fees or charges established in this Lease. 14.17 Headings. The captions and headings throughout this Lease are for convenience and reference only, and the words contained therein shall in no way be held or deemed to define, limit, describe, explain, modify, amplify or add to the interpretation, construction or meaning of any of the provisions or the scope of intent of this Lease. 14.18 Invalid Provisions. If any provision of this Lease shall to any extent be held invalid or unenforceable, the remainder of this Lease shall not be deemed affected thereby, unless one or both parties would be substantially and materially prejudiced.


14.19 Commission Employees. Tenant shall not during the term of this Lease, hire or employ, on either a full-time or part-time basis, person or persons so long as tenant knows or has reason to know that such person is employed by Commission. 14.20 Disclosure Statements. Tenant is required to provide the Airport with an Annual Report of all ATM transaction activity broken down by monthly activity for each calendar year no later than January 31 of the following year as described in Exhibit “C” attached hereto and incorporated herein by reference. 14.21 Signs. Tenant shall obtain the prior written consent of the Commission before erecting or placing any sign on the Premises. In no event shall the Tenant erect or install signs that penetrate airspace protected by state or federal laws and regulations or that otherwise pose a threat to air safety. 14.22 Estoppel Certificate. Upon not less than thirty (30) days prior written notice from the Tenant to the Commission, the Commission agrees to deliver a written statement as to: (i) whether this Lease is unmodified and in full force and effect, or, if there have been any modifications, that said Lease is in full force and effect as modified; (ii) the modifications that have been made; and, (iii) the dates to which the rent, additional rent, commissions and other charges due hereunder have been paid. The Commission shall not subordinate its obligations to the Federal Aviation Administration and the Massachusetts Aeronautics Commission to any financing secured by the Tenant. 14.23 Rules, Regulations and Standards of Operation.

A. The Commission reserves for itself the right to adopt from time to time Rules and Regulations governing the use, protection and welfare of the Airport including, but not limited to the aeronautical facilities, the Business Park and the Wastewater Treatment Plant located thereon and the Tenant agrees to comply with said Rules, Regulations and Standards of Operation.

B. Without limiting the generality of the foregoing, Tenant shall not use or occupy the Premises in any manner contrary to or inconsistent with the laws, rules, regulations, standards of operation, advisories or orders of the Federal Aviation Administration or the Massachusetts Aeronautics Commission pertaining to uses or activities at airports.

14.24 Survey. Not applicable 14.25 Time. Time is of the essence of this Lease and all of its provisions. 14.26 Notices. All notices required to be given shall be deemed duly given if mailed certified mail or hand delivered to the following addresses any change in which shall be given to the other party in writing: If intended for the Tenant, addressed to:


Tenant Address If intended for the Commission, addressed to: By FedEx/UPS/Other Delivery By USPS Mail: Martha's Vineyard Airport Director Martha's Vineyard Airport Director 71 Airport Road 71 Airport Road West Tisbury, MA 02575 Vineyard Haven, MA 02568 508-693-7022 Office 508-693-7022 Office ARTICLE 15 – Gas, Electricity, Telephone, Sewer Collection, Trash, and Other Utilities 15.1 Installation and Payment. All water, gas, electricity, telephone, sewer collection, trash, and other public utilities services used on or furnished to the Premises during the Term of this Lease shall be installed and paid for by Tenant. 15.2 Sewage and Wastewater.

A. Tenant shall not deposit or permit to be deposited in the sewage collection system any substance that would be injurious to the sewage collection, treatment or disposal system.

B. Tenant shall not grant any easements or rights of way to utility companies without the prior written approval of the Commission.

ARTICLE 16 – Affirmative Action 16.1 Goods and Services. In its provision of goods or services, if any, to the public, Tenant agrees that in the exercise of its rights and privileges granted herein the Tenant shall:

A. furnish said goods and services on a fair, equal, and not unjustly discriminatory basis to all users thereof, and;

B. charge fair, reasonable, and not unjustly discriminatory prices for each unit or service;

provided that the Tenant may be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar types of price reductions to volume purchasers.

16.2 49 CFR Part 21. Tenant for itself, its heirs, personal representatives, successors in interests, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land upon which the demised premises are sited, that in the event facilities are constructed, maintained, or otherwise operated on said Premises described in this Lease for a purpose for which a federal Department of Transportation (DOT) program or activity is extended or for another purpose involving the provision of similar services or benefits, the Tenant shall maintain and operate such facilities and services in compliance with all other requirements pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended. Tenant for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land, that:


A. No person on the grounds of race, color or national origin shall be excluded from

participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities.

B. That in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination.

C. That Tenant shall use the premises in compliance with all other requirements imposed

by or pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended. It is the policy of the Department of Transportation that minority business enterprises as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of leases as defined in 49 CFR 23.5. Consequently, these leases are subject to 49 CFR Part 23 as applicable.

16.3 49 CFR Part 23. Tenant hereby assures that no person shall be excluded from participation in, denied the benefits of or otherwise discriminated against in connection with the award and performance of any contract, including leases, covered by 49 CFR Part 23 on the grounds of race, color, national origin or sex. 16.4 14 CFR Part 152, Subpart E. Tenant agrees to undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, to insure that no person shall on the grounds of race, creed, color, national origin, or sex shall be excluded from participating in any employment activities covered in 14 CFR part 152, Subpart E and to assure that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this subpart. Tenant further assures that it will require that it's covered sub-organizations provide assurances to the Commission that they similarly will undertake affirmative action programs and that they will require assurances from their sub-organizations, as required by 14 CFR Part 152, Subpart E, to the same effect. Tenant hereby assures the Commission that they will include the above clauses in all sub-leases and cause sub to similarly include clauses in further sub-leases. IN WITNESS WHEREOF, the Commission and Tenant have duly executed this Lease on the dates set forth below. Tenant: Martha’s Vineyard Airport Commission By: By: Title: Title: Airport Director Date: Date:


EXHIBIT “ A “ PREMISES

Commission:

Martha’s Vineyard Airport Commission

Tenant:

Lease Date: Through December 30, 2025 Approximately 6 (six) square feet of space located in the Martha's Vineyard Airport Terminal, designated hereinafter as ATM Site, to be used only for the location of an Automated Teller Machine (ATM) with such use being in strict compliance will all federal, state and local laws and such rules and regulations as may be promulgated by the Commission from time to time.


EXHIBIT “B”

MAINTENANCE AND REPAIR RESPONSIBILITIES

Commission:


Tenant:

Lease Date: Through December 30, 2025 I. RESPONSIBLE PARTY

Interior Exterior Reference Air Conditioning and Controls Airport N/A 1 Building Airport 2 a1,b,d,e Tenant 2 d2, e Cleaning Airport Airport 3 a,b,c,d,e,f,h Drains Airport Airport 4 Electrical Airport 5 a,b,c,d,e Tenant 5 f Airport 5 a,b,c,d,e Environmental Tenant Tenant 6 Extermination Airport Airport 7 Fire Protection System Airport Airport 8 Heating and Controls Airport N/A 9 Plumbing and Fixtures Airport Airport 10 Security Access Points Airport Airport 11 Sewage Airport Airport 12 Snow Removal Airport Airport 13 Tenant Improvements Tenant Tenant 14 Tenant Finishes Tenant Tenant 15 Water Airport Airport 16

1 Areas to include common spaces within terminal 2 If so damaged by Tenant


II. REFERENCE ITEMS 1. Air Conditioning/Heating: Air conditioning is turned on and off at the sole discretion of Airport

Management. a. Supply, return and exhaust ductwork in ceiling space of tenant areas. b. Associated hardware with ductwork such as: volume dampers and diverting vanes. c. All ceiling diffusers for supply, return and exhaust air repair and cleaning. d. Balancing of system. e. Exhaust fans serviced from interior building. f. Temperature Controls which include: All thermostats pneumatic or electric maintenance and calibration All wiring and pneumatic control tubing from thermostats to operating device to ceiling Pneumatic control & electrical control valves, including diaphragms, value stem & seat. Thermostats and maintenance and repair of other unit heaters 2. Building Structure: Interior a. Walls, maintenance & repairs such as painting, plastering, wallpapering and cove base b. Doors, maintenance and repair of metal and wooded doors and associated hardware such as

hinges, door knob assemblies, locks and latch assemblies c. Replacement of any glass panels or door glass d. Ceilings, maintenance/repair to plaster, dropped or metal ceilings and associated framework e. Floors, maintenance and repairs to ceramic tile, wooden and carpeted floors f. Maintenance, repairs and cleaning of signs 3. Cleaning: Cleaning of demised premises which includes: a. Walls b. Ceilings c. Floors d. Windows e. Fixtures f. Furniture g. Ceiling Diffusers h. Trash Removal and trash enclosures i. Equipment storage areas, loading docks, Ready Parking and immediately adjacent areas 4. Drains: Cleanliness and serviceability 5. Electrical: Interior a. Cleaning of fixtures and shades b. Replacement of burnt bulbs c. Replacement of burnt ballasts and starters d. Repairs to original wall outlets and wall switches e. All associated original wiring within Lessee’s space f. All associated wiring relating to ATM


Electrical: Exterior a. Maintenance, repairs, and cleaning of perimeter flood, parking lot, apron, and obstruction lighting and associated wiring and conduit b. Maintenance and repairs to weatherproof outlets, electrical panels, transformers, local disconnects and associated wiring and conduit 6. Environmental Health and Safety: Compliance with all applicable Federal, State, and

Commission Regulations pertaining to all environmental health and safety issues 7. Extermination: Extermination services for interior/exterior spaces as needed 8. Fire Protection System a. Sprinklers b. Fire Hoses c. Fire Alarm d. Fire Extinguisher inside tenant premises 9. Heating and Controls: Heating system is turned on/off at the sole discretion of Airport Management a. Supply, return and exhaust ductwork in ceiling space of tenant areas. b. Associated hardware with ductwork such as: volume dampers and diverting vanes. c. All ceiling diffusers for supply, return and exhaust air repair and cleaning. d. Balancing of system. e. Exhaust fans serviced from interior building. f. Temperature Controls which include: All thermostats pneumatic or electric maintenance and calibration All wiring and pneumatic control tubing from thermostats to operating device to ceiling Pneumatic control & electrical control valves, including diaphragms, value stem & seat. Thermostats and maintenance and repair of other unit heaters 10. Plumbing a. All water closets, lavatories, urinal and associated piping and hardware such as flushometers,

faucets and soap dispensers b. Sanitary Napkin dispensers c. Towel dispensers and trash containers d. Partitions and hardware such as hinges, door latch assembly and coat hooks e. Water fountains piping and refrigeration compressors and controls f. Floor & storm drains to have proper catch basin with strainer to keep drain debris free 11. Security Access: Maintenance of all security access points and associated controls 12. Sewage: Maintenance and repairs of sewage systems


13. Snow and Ice Removal: Sidewalks and Parking lots 14. Tenant Improvements: Commission Approved Tenant Improvements 15. Tenant Finishes: Tenant installed finishes 16. Water: Connections and servicing of systems if needed.


EXHIBIT “ C “ Disclosure Statement

Commission:


Tenant:

Lease Date: January 1, 2021 to December 30, 2025 Lessee agrees to provide required service on a year-round basis, seven days a week. Tenant is also required to provide the Airport with an Annual Report of all ATM transaction activity broken down by monthly activity for each calendar year no later than January 31 of the following year.