AUTOMATED TELLER MACHINE CONCESSION AGREEMENT by djx10809

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									           AUTOMATED TELLER MACHINE CONCESSION AGREEMENT

                                REQUEST FOR PROPOSALS
                       DES MOINES INTERNATIONAL AIRPORT
                                    DES MOINES, IOWA

SEALED PROPOSALS are being requested for the Automated Teller Machine Concession
Agreement at the Des Moines International Airport. One original and six (6) copies of the
proposal shall be submitted no later than 10:30am CDT, October 23, 2007 to:

                      City of Des Moines Procurement Office
                      400 Robert D. Ray Drive
                      Des Moines, IA 50309
                      Attn. Michael L. Valen
                      515-283-4205

On Friday, October 12, 2007, at 10:30am CDT, a mandatory Pre-Bid Meeting will be held in the
Cloud Room of the Airport Terminal Building, 5800 Fleur Drive, to receive inquiries concerning
this Concession. Those unable to attend in person must participate in the Pre Bid Meeting via
conference call. If interested in the conference call option, please contact Tim Stiles, Deputy
Aviation Director – Finance & Administration, at (515) 256-5389 or trstiles@dsmairport.com.
Participants are encouraged to submit requests for clarification in advance via e-mail to the
Procurement Administrator at mlvalen@dmgov.org no later than 3:00pm CDT, October 11,
2007.

Written responses to requests for clarification will be submitted electronically as an addendum
no later than 3:00pm, CDT, October 15, 2007.

Copies of the Request for Proposal and AUTOMATED TELLER MACHINE CONCESSION
AGREEMENT are on file in the office of the City Procurement Administrator and also posted on
the Airport’s website at www.dsmairport.com/Whats_New/Project_Reports.htm.

This concession is located both before and past the TSA Security Passenger Screening Area and
employees will be required to comply with all applicable security provisions.

Proposals shall be firm for 120 days from the RFP due date

The current ATM Provider is Bankers Trust Company and the current ATM Fee is $2.00.




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                  REQUEST FOR PROPOSALS (RFP)
       AUTOMATED TELLER MACHINE (ATM) SERVICES CONCESSION
               DES MOINES INTERNATIONAL AIRPORT
                       DES MOINES, IOWA

1. REQUEST FOR PROPOSALS

  The City of Des Moines, Iowa, as owner and operator of the Des Moines International
  Airport, intends to award an agreement for the operation of the Automated Teller Machine
  (ATM) Services Concession the Airport Terminal Building based on proposals received from
  interested and qualified concessionaires. The concession services to be provided shall be
  consistent with the specific provisions of a Concession Agreement, a sample of which is
  attached hereto and made a part hereof. The following information is presented to assist
  those wishing to submit proposals.

2. PROPOSER QUALIFICATIONS

  The City is seeking a concessionaire with the experience and qualifications necessary to
  ensure a high quality operation. Accordingly, Proposers' experience in the operation of
  similar enterprises will be given heavy consideration. Proposer must have at least two (2)
  years of continuous successful experience within the last five (5) years in the ownership,
  installation, maintenance and operation of an ATM service or similar business with annual
  gross revenues from those businesses of not less than One Hundred Thousand Dollars
  ($100,000). Proposer must have the ability to provide a One-Hundred-Thousand-Dollar
  ($100,000) line of credit or equivalent documented evidence to demonstrate Proposer’s
  ability to initially stock and replenish ATM’s on a continuous basis as needed. A complete
  description of Proposer's experience and other operations must be included in the proposal.
  Proposer must have the capability to install and maintain ATM equipment necessary to
  provide the services set forth in this RFP.

3. BACKGROUND

   A. Des Moines International Airport is a commercial service airport serving Central
   Iowa with airport facilities to accommodate all phases of air transportation including
   scheduled air service, general aviation, air cargo operators, and military activities. During
   calendar year 2006, the Airport accommodated approximately 1.95 million airline
   passengers.

   B. The Airport is situated on approximately 3,000 acres of land on the Southwest side of
   the City of Des Moines, Iowa, and is operated by the City of Des Moines Aviation
   Department. Major tenants of the Airport include: eight (8) passenger airlines, five (5)
   cargo airlines, six (6) on-Airport car rental agencies, a business center, a restaurant
   concession (two (2) terminal locations), a gift shop concession (two (2) terminal locations),
   three (3) general aviation operators, U. S. Postal Service, U.S. Customs Office, U. S.
   Agriculture APHIS Office, U. S. Immigration and Naturalization Service, FAA Air Traffic
   Control Tower, FAA Airways Facilities Office, and the Iowa Air National Guard
   Headquarters and Operations Base.

4. SUBMISSION OF PROPOSALS

  Each proposal submitted in response to this request shall be submitted as one original and six
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  (6) copies and on the forms provided herewith. Each proposal must be enclosed in a sealed
  envelope showing on the face thereof the name of the Proposer, addressed to the City of Des
  Moines Procurement Office, City Hall, 400 Robert D. Ray, Des Moines, Iowa, 50309, and
  showing the following clearly marked on the outside of the sealed proposal:

     Proposal for the Operation of the
     Automated Teller Machine (ATM) Services Concession
     At the Des Moines International Airport

  Requests for clarification may be submitted by e-mail to mlvalen@dmgov.org on or before
  3:00 P.M., October 11, 2007. Responses to requests for clarification shall be submitted to
  bidders no later that October 15, 2007.

  All proposals must be received by the City at the above address on or before 10:30 A.M.,
  October 23, 2007.

5. COMPLETING AND SIGNING PROPOSALS

  A. Each Proposer must complete, sign, and have notarized the Proposal Form. The
     Proposer's full business address shall be given. Proposals by partnerships shall be signed
     with the partnership name by one of the General Partners: Proposals by corporations shall
     bear the proper corporate name and be followed by the signature and designation of the
     President, or other officer authorized to bind it in the matter and shall have (1) the
     corporate seal affixed thereto; OR (2) a properly executed Corporate Authorization form;
     OR (3) a proper notarization of the Corporation executive's signature who is authorized
     to execute the submission and bind the Corporation to the submission

  B. The Proposer will include with the completed Proposal Form all supporting data
     requested on the Proposal Form including but not limited to: the Proposer's
     qualifications, service schedules and complaint response time. It is essential that the
     information and requirements of this submittal be studied carefully and that the Proposal
     submission be prepared accurately and with as much detail as reasonably possible.
     Depending on whether the Proposer is an individual, a limited liability company, a
     partnership, or a corporation, the applicable portion of the Proposal Form with respect to
     Operator identification and organization should be prepared. Proposers must complete
     all sections of the Proposal Form dealing with their respective company.

  C. By submission of the Proposal Form, the Proposer agrees to the terms set forth in the
     Sample Agreement as may be modified to become the final Agreement between the
     parties as set forth in this Summary.

6. GENERAL PROVISIONS

   A. Changes in the Sample Agreement that are unsubstantial in nature or relate to the
      revenue enhancement plan may be made between the selected Proposer and the City.

   B. If there is any conflict between the wording in this Summary and the Sample
      Agreement, the Sample Agreement shall prevail.

   C. If there is any conflict between the wording in this Summary and the STANDARD
      PROVISIONS AND REQUIREMENTS FOR REQUESTS FOR PROPOSALS (RFPs)
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       the STANDARD PROVISIONS AND REQUIREMENTS FOR REQUESTS FOR
       PROPOSALS (RFPs), shall prevail.

   D. The selected Proposer will be required to participate in the Airport telephone system.
      The Airport will provide, at no charge, all necessary equipment needed for electric and
      telephone connections, as well as local telephone service (including 1-800 service).
      The Airport will bill all other long-distance charges incurred by Proposer at rates
      established in the Airport Regulations. Dial-up connectivity will not be allowed; each
      ATM must be directly connected.

   E. As the current Airport ATM Agreement expires on Friday, November 30, 2007, the
      successful Proposer shall make all proper arrangements to have its ATM’s installed and
      made operational on Saturday, December 1, 2007.

   F. With the exception of advertising for services of selected Proposer itself, all advertising
      on the outside of the ATM, on the terminal screen, or on customer receipts shall be
      prohibited.

7. SCOPE OF OPERATIONS

  The Selected Proposer shall: (a) provide Airport customers with first rate equipment and
  service as set forth in Section 5.02 of the Sample Agreement; and (b) produce a reasonable
  amount of income from the Automated Teller Machine (ATM) Services Concession.

8. FINANCIAL CAPABILITY AND ACCOUNTING RESPONSIBILITIES

   A. Selected Proposer shall agree to the financial and accounting procedures set forth in
      Article 4 of the Sample Agreement. The City is seeking a concessionaire who clearly
      possesses the financial resources necessary to undertake the requirements of the
      proposed operations. To demonstrate those resources, Proposer shall provide
      satisfactory financial records, including, but not limited to: financial institution
      references, credit rating reports, letters of credit, financial statements and most recent
      balance sheets prepared by an independent Certified Public Accountant. During the
      term of the Agreement, the successful Proposer shall submit monthly reports showing
      the number of transactions and revenue paid to City in a form acceptable to City.

   B. The Selected Proposer shall be approved to charge customers a service fee, collected
      from all customers in exchange for facilitating withdrawals from a customer's account
      through either of the Selected Proposer's Airport ATM terminals. The amount of the
      per customer service fee will remain level throughout the term of the Agreement. The
      service fee rate shall be competitive with rates at comparable off-Airport locations
      within Iowa and other airports of similar size and operation. The Airport has compiled
      the information in Exhibit C in an effort to assist Proposer in determining the most
      appropriate customer service fees. The Concessionaire will furnish all services
      authorized under this Agreement to its customers on a fair, nondiscriminatory basis and
      at nondiscriminatory prices

9. EQUIPMENT SPECIFICATIONS

   A. Must have a card swipe or dip card interface as opposed to a card insert
   B. Must have a color VGA monitor
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    C. Must be equipped with a functional electronic journal capable of storing various types
        of operational information.
    D. Must be capable of displaying “Shazam” logo on machine
    E. Must not have the capability to process customer deposits
    F. Must have a printed receipt option for each transaction
    G. Must allow front access to the machine
    H. Must have posted in a clearly visible area a 24-hour service telephone number with
        procedures for reporting problems
    I. Floor dimensions shall not exceed 36” X 36”
    J. Must have ability to dispense cash in minimum increments of $20.00
    K. Must comply with all current ADA regulations, including but not limited to those
      measures specific to ATM’s.
    L. Must comply with State and Federal Laws
    M. Must have capability to retain date sufficient to produce monthly summary report

10. DESCRIPTION OF FACILITIES

  Concessionaire shall be allocated and provided with two locations within the Terminal
  Building at the Airport, as approved and authorized from time to time during the term of this
  Agreement by the Aviation Director or other authorized representative of the City which
  space shall be used solely for the installation and maintenance by the successful Proposer of
  its ATM services and equipment. Attached as Exhibit A are the current locations of the
  ATM equipment in the Airport Terminal Building. The City reserves the right to approve
  any and all locations proposed by the Proposer prior to installation. Due to proposed
  construction of additional holdrooms on the Concourse, the ATM location may be changed.
  The City will give as much notification as possible to the successful Proposer when and if the
  movement of that ATM is needed.

11. ACTIVITY SUMMARY

  A summary of activity related to the ATM services at Des Moines International Airport since
  January 1, 2005 is provided as Exhibit B.

12. INSPECTION OF PREMISES

  Proposers are invited to meet with City staff and to inspect the premises by appointment.
  The submission of a proposal shall be considered evidence that the Proposer has satisfied
  himself relative to all conditions of this proposal, and has ascertained either by inspection,
  investigation, measurement, or otherwise, all circumstances, procedures, conditions, and
  requirements affecting the conduct of an ATM Services Concession at Des Moines
  International Airport. No claim for adjustment based on the grounds that the Proposers were
  not fully informed as to the existing conditions will be allowed.

13. CITY OF DES MOINES CORPORATE ENTITY

  In order to provide an RFP equivalent of the City's purchasing preference for local goods and
  services, the Evaluation and Selection Committee will award bonus points to each Proposer
  whose proposal meets the requirements for this preference. A City of Des Moines Corporate
  entity – a business that has paid property taxes to the City of Des Moines for a period of no
  less than twelve months looking back from the due date for responses to this RFP or that
  pays rent to a landlord that has paid property taxes to the City of Des Moines for the same
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  twelve month period indicated above will automatically receive a one percent (1%) bonus of
  1 points added to its overall proposal score. To qualify for this bonus, the Proposer must
  submit with its proposal proof of meeting the definition of being a City of Des Moines
  Corporate Entity and clearly identify it as such in the proposal. The Proposer's business use
  of a property located within the city limits of the City and for which a Proposer requests local
  preference consideration must be a use consistent with the services being requested in this
  RFP.

14. DISADVANTAGED BUSINESS ENTERPRISE PARTICIPATION

  A. Policy: It is the policy of the Des Moines International Airport to promote the objectives
     of the Department of Transportation with respect to the participation of Disadvantaged
     Business Enterprises (DBEs) in DOT-assisted contracts. This policy has been formulated
     to comply with 49 CFR Parts 23 and 26.

  B. DBE Goal - Although the Airport has not established a DBE goal for the ATM
     Concession, participation by firms owned and controlled by socially and economically
     disadvantaged persons is invited and encouraged.

  C. Assurance - This agreement is subject to the requirements of the U.S. Department of
     Transportation's regulations, 49 CFR part 23. The concessionaire agrees that it will not
     discriminate against any business owner because of the owner's race, color, national
     origin, or sex in connection with the award or performance of any concession agreement
     covered by 49 CFR part 23.

  D. The concessionaire agrees to include the above statements in any subsequent concession
     agreements that it enters and cause those businesses to similarly include the statements in
     further agreements.

15. SELECTION CRITERIA

  A. Revenue                                                                      0-50 Points
     Points will be assigned based on expected revenue to the Airport. Consideration will be
     given to the proposed percentage of gross revenue committed to the Airport and the
     proposed customer service fee. If the proposed customer service fee is not equal to
     current customer service fee, Proposer shall include analysis in sufficient detail to justify
     its reasonableness, particularly as the proposed fee relates to comparable ATM locations.
     Further consideration will be given to the level of the proposed per customer service fee
     and the effect on the resulting number of ATM transactions and in turn, on expected
     monthly revenue. The proposal that appears to generate the most revenue for the Airport
     will be assigned 50 points. All other proposals will each be assigned points
     corresponding to its position between the highest and lowest proposals.

  B. Experience                                                                 0-20 Points
     Points will be assigned based on Proposer's or (Proposer's predecessor’s) successful
     experience in ATM Services over the past ten (10) years.

  C. References                                                                  0-10 Points
     Points will be assigned based on substantiated favorable references that indicate a
     Proposer is competent, trustworthy and possessive of noteworthy ATM capabilities.

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  D. Formal Proposal                                                           0-10 Points
     Points will be assigned based on the completeness and quality of the formal proposal
     submitted by the Proposer and/or the Formal Interview if one is held.

  E. Additional Factors                                                       0-10 Points
       Points will be assigned based on any of these items:
        1. Involvement by local companies in the Concession Operation.
        2. Other significant items presented in Formal Proposal and Formal Interview.

    Bonus – Local Preference                                                   0-1 Point
        Businesses whose corporate headquarters are located within the corporate city limits
        of Des Moines will receive one additional bonus point

16. REQUIRED PROVISIONS.

  The final executed agreement shall contain provisions required by the FAA, including, but
  not limited to: non-discrimination, civil rights, just services, exclusive rights, disadvantaged
  business enterprise (DBE) discrimination, and subordination to agreements between the City
  of Des Moines, the United States of America, and the State of Iowa.

17. INSURANCE AND INDEMNITY REQUIREMENTS (See Attachment 2)

  The selected Proposer will, in its Agreement with the City, be required to agree to defend,
  pay on behalf of, indemnify, and hold harmless the City of Des Moines, Iowa, its elected and
  appointed officials, employees and volunteers and others working on behalf of the City, as
  more particularly provided in Sample Agreement hereto. The selected Proposer will also be
  required to obtain and maintain in continuous effect during the term of its Agreement with the
  City, and while any of its obligations under said Agreement remain unsatisfied, the insurance
  coverages set forth in the Sample Agreement hereto, with amounts, coverages, limits,
  exclusions, and endorsements as therein provided.

18. CITY OF DES MOINES STANDARD PROVISIONS AND REQUIREMENTS FOR
    REQUESTS FOR PROPOSALS (RFPs)

  In addition to the requirements set forth in Paragraphs 16 and 17 above, Proposers shall agree
  to abide by the attached Exhibit D: I. STANDARD PROVISIONS AND REQUIREMENTS
  FOR REQUESTS FOR PROPOSALS (RFPs) and II. GENERAL TERMS AND
  CONDITIONS


THIS SUMMARY IS INTENDED TO BE A BRIEF OVERVIEW OF THE PROPOSAL
PROCEDURES AND AGREEMENT PROVISIONS FOR THE AUTOMATED TELLER
MACHINE (ATM) SERVICES CONCESSION AGREEMENT AT THE DES MOINES
INTERNATIONAL AIRPORT, DES MOINES, IOWA. THE PROSPECTIVE BIDDERS
SHOULD REVIEW THE SAMPLE AGREEMENT FOR THE ACTUAL PROVISIONS THAT
WILL BE APPLICABLE.




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                                      PROPOSAL FORM

           AUTOMATED TELLER MACHINE (ATM) SERVICES CONCESSION
                   DES MOINES INTERNATIONAL AIRPORT
                           DES MOINES, IOWA

Pursuant to the Request for Proposals, Proposer identified herein submits this Proposal to operate
the automated teller machine (ATM) services concession at the Des Moines International
Airport.

A.    Identification

      1.    State the official name and business mailing address of Proposer.

            ________________________________

            ________________________________

            ________________________________

            ________________________________

     2. State the name, position, and telephone number of the person duly authorized to represent
     Proposer regarding this Proposal, including negotiation of an agreement if Proposer is
     selected.

            ________________________________

            ________________________________

            ________________________________

     3. State the name, position, and telephone number of the person duly authorized to execute
     agreements on behalf of Proposer:

            ________________________________

            ________________________________

            ________________________________

     4. State the name, position, and telephone number of the person who will be in charge of
     ATM equipment located at the Des Moines International Airport:

            ________________________________

            ________________________________

            ________________________________

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5.   Proposer is (check one):

     An Individual _____

     A Partnership _____

     A Limited Liability Company _____

     A Corporation _____


6.   If Proposer is an individual, complete and provide the following:

a.   Proposer is an individual doing business under the name of:

          ______________________________________________________

          at ___________________________________________________ ,
                                    (address)
          in the City of __________________________________________ ,

          County of ____________________________________________ ,

          State of ______________________________________________ .

     b.   The following is a complete and accurate list of the names and addresses of all
          persons interested in this Proposal or who may represent Proposer regarding this
          proposal:

                     Name                                   Address

          _______________________________           ____________________

          _______________________________           ____________________

          _______________________________           ____________________

          _______________________________           ____________________




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7.   If Proposer is a partnership, complete and provide the following:

     a.    Proposer is a (general) (limited) partnership, doing business under the name of

     ______________________________________________________

     at ____________________________________________________
                             (address)

     in the City of __________________________________________ ,

     County of _____________________________________________ ,

     State of ______________________________________________ ,

     b.   The partnership was formed on _________________, and the
                                                (date)
     Partnership Agreement is recorded in the County of ____________

     State of _______________________________________________.

c.   The following is a complete and accurate list of the names and addresses of the
partners:

                Name                                    Address

     _______________________________           ____________________

     _______________________________           ____________________

     _______________________________           ____________________

     _______________________________           ____________________




                                         13
8.   If Proposer is a Limited Liability Company, complete and provide the following:

     a.    Proposer is a limited liability company organized on _____________, and
                                                        (date)
     existing under the laws of the State of ______________________ ,

     with principal offices located at ___________________________ ,
                                                 (address)
     in the City of __________________________________________ ,

     County of _____________________________________________ ,

     State of _______________________________________________.

     b.    The following is a complete and accurate list of the officers and directors of this
     limited liability company:

     President: _____________________________________________

     Vice President: _________________________________________

     Secretary: _____________________________________________

     Treasurer: _____________________________________________

     Directors:
                  Name                                   Address

     _______________________________ ______________________

     _______________________________ ______________________

     _______________________________ ______________________

     _______________________________ ______________________

     _______________________________ ______________________

     Attach additional pages if required.




                                            14
9.   If Proposer is a corporation, complete and provide the following:

     a.    Proposer is a corporation organized on _____________, and
                                                       (date)
     existing under the laws of the State of ______________________ ,

     with principal offices located at ___________________________ ,
                                                 (address)
     in the City of __________________________________________ ,

     County of _____________________________________________ ,

     State of _______________________________________________.

     b.   The following is a complete and accurate list of the officers and directors of this
     corporation:

     President: _____________________________________________

     Vice President: _________________________________________

     Secretary: _____________________________________________

     Treasurer: _____________________________________________

     Directors:
                  Name                                  Address

     _______________________________ ______________________

     _______________________________ ______________________

     _______________________________ ______________________

     _______________________________ ______________________

     _______________________________ ______________________

     Attach additional pages if required.




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B.    Fee Proposal

      We the undersigned, agree to serve for the City of Des Moines, Iowa, the Airport
      Automated Teller Machine Services as defined in the Request for Proposals and for said
      service agreement to pay a percentage of the gross revenues generated by Proposer, paid
      monthly, to the City. It is further understood that the minimum acceptable Percentage of
      Gross Revenue proposal shall be Fifty Percent (50%). The proposed percentage of gross
      payment is as shown:

                Agreement Year 2007-2008              _______%

                Agreement Year 2008-2009              _______%

                Agreement Year 2009-2010              _______%

     In addition, we propose that the customer service fee shall be ___________ for the term of

     the Agreement.

C.    Experience

      Provide a summary of Proposer's experience in ATM services over the last ten (10) years
      (either under the Proposer's present name or as a business predecessor) as Attachment C
      to the Proposal.

      NOTE: To be fully considered, meet minimum qualifications, and receive maximum
      credit for experience, Proposer must carefully review the requirements discussed in the
      Request for Proposals.

D.    References

      1.    Provide the name, position, address, and telephone number of officials from at least

            three (3) separate airports that would be able to comment substantively regarding

            Proposer's competence and trustworthiness.

      2.    If, during the past ten (10) years, Proposer has had any agreement or contract
            canceled by a public agency for cause, including either failure to perform or illegal
            activity, provide full details regarding such cancellation. Failure to disclose any such
            cancellation that may subsequently be discovered by the City shall be grounds for
            immediate disqualification

      3.    If, during the past ten (10) years, Proposer has been party to a dispute with a public
            agency which was resolved either through litigation or negotiation and which
            involved apparent scandal or inadequate revenue control procedures, provide full
            details regarding such dispute. Failure to disclose any such dispute which may
            subsequently be discovered by the City may be grounds for disqualification.

      4.    Proposer shall provide references as Attachment D to the submitted Proposal.
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E.   Financial Responsibility

     Proposer shall provide, as Attachment E to the submitted Proposal, satisfactory financial
     records, including, but not limited to: financial institution references, credit rating reports,
     letters of credit, financial statements and most recent balance sheets prepared by an
     independent Certified Public Accountant.

F.   Disadvantaged Business Enterprise (DBE) Participation

     Proposer shall provide, as Attachment F to the submitted Proposal, name(s) and
     address(es) of DBEs that will be participating in this operation with Proposer. Proposer
     will certify that any company participating as a DBE will meet requirements set forth in
     federal guidelines for such concession companies. If Proposer itself is a qualified DBE as
     set forth above, include documentation to that effect.

G.   Certification

     The undersigned, a person duly authorized to represent Proposer regarding this Proposal,
     hereby certifies the information contained within this Proposal is true and complete to the
     best of my knowledge and belief.


          By_____________________________

          _______________________________
                   (Name & Title)

          _______________________________
                   (Proposer)

          _______________________________

          _______________________________

          _______________________________
                   (Address)




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CORPORATE ACKNOWLEDGMENT

State of _________________________ )
________________________________ ) SS
__________________________County )

On this ______ day of ______________________, ____, before me the undersigned, Notary Public in and for the State of
_________, personally appeared _____________________________ and ______________________________, to me known,
who, being by me duly sworn, did say that they are the __________________________, and __________________________ ,
respectively, of the corporation executing the foregoing instrument; that (no seal has been procured by) (the seal affixed thereto
is the seal of) the corporation; that said instrument was signed (and sealed) on behalf of the corporation by authority of this
Board of Directors; that _____________________________ and _____________________________ acknowledged the
execution of the instrument to be the voluntary act and deed of the corporation, by it and by them voluntarily executed.
                                            _________________________________________
                                            Notary Public in and for the State of ____________
                                            My commission expires ______________________

LIMITED LIABILITY COMPANY ACKNOWLEDGMENT

State of _________________________ )
________________________________ ) SS
__________________________County )

On this ______ day of ______________, _____, before me, a ______________________ in and for said county, personally
appeared _________________________, to me personally known, who being by me duly sworn did say that that person is
_________________________ of the limited liability company and that said instrument was signed on behalf of the limited
liability company by authority of its managers and that ________________________ acknowledged the execution of said
instrument to be the voluntary act and deed of the limited liability company by it and by them voluntarily executed.
                                         _________________________________________
                                         Notary Public in and for the State of ____________
                                         My commission expires ______________________

PARTNERSHIP ACKNOWLEDGMENT

State of _________________________ )
________________________________ ) SS
__________________________County )

On this ______ day of ______________________, ____, before me the undersigned, Notary Public in and for the State of
____________________, personally appeared ____________________________, to me personally known, who being by me
duly sworn did say that the person is one of the partners ________________________________, a partnership, and that the
instrument was signed on behalf of the partnership by authority of the partners and the partner acknowledged the execution of
the instrument to be the voluntary act and deed of the partnership by it and by the partner voluntarily executed.
                                         _________________________________________
                                         Notary Public in and for the State of____________
                                         My commission expires _____________________

INDIVIDUAL ACKNOWLEDGMENT

State of _________________________ )*
______________________ __________ ) SS
__________________________County )

On this _________day of _____________________, _____, before me the undersigned, Notary Public in and for the State of
_________________________, personally appeared ________________________ and
________________________________, to me known to be that person(s) named in and who executed the foregoing
instrument, and acknowledged that (he) (she) (they) executed the instrument and (his) (her) (their) voluntary act and deed.
                                       ________________________________________
                                       Notary Public in and for the State of____________
                                       My commission expires _____________________

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                             SUCCESSFUL CONCESSIONAIRE

      AUTOMATED TELLER MACHINE CONCESSION SAMPLE AGREEMENT

                        DES MOINES INTERNATIONAL AIRPORT

                                     DES MOINES, IOWA

THIS AGREEMENT, made and entered into this ____________ day of _____________, 2007,
by and between the City of Des Moines, Iowa, a municipal corporation organized and existing
pursuant to the laws of the State of Iowa (hereinafter referred to as the “City”) and
SUCCESSFUL CONCESSIONAIRE, a company incorporated under the laws of the State of
______ and authorized to operate in the State of Iowa (hereinafter referred to as "Bank").

                                         WITNESSETH:

WHEREAS, City currently owns and operates an airport known as the Des Moines International
Airport (hereinafter called "Airport"), located in Des Moines, Polk County, Iowa; and

WHEREAS, on September 20, 1993, by Roll Call 93-3490, the Des Moines City Council
approved ordinance 12,040 assigning certain rights and responsibilities pertaining to the Airport
to the Des Moines International Airport Board (hereinafter called "Airport Board"), including the
right to enter into leases up to three years in duration and other certain agreements; and

WHEREAS, Bank has the facilities for a system of electronic fund transfers utilizing the central
routing unit through the use of satellite terminals known as Automated Teller Machines
(hereinafter called “ATM Terminals”) operated by ITS, Inc. (a non-profit agency responsible for
administration of the “Shazam” ATM Terminal network in Iowa).

WHEREAS, the Airport Board has determined that ATM Terminals at Airport are essential for
accommodation of passengers arriving and departing from the Airport; and

WHEREAS, the Airport Board has determined that the Airport should use a minimum of two
ATM terminals inside the Terminal Building to aid in providing such services; and

WHEREAS, the Airport Board deems it advantageous to the operation of the Airport to lease
unto Bank certain premises and to grant unto Bank certain rights, privileges, and uses therein, as
necessary to install, maintain and service ATM terminals; and

WHEREAS, the Airport Board has determined that it is essential for the Aviation Director to
monitor the activity of the terminals; and

NOW, THEREFORE, for and in consideration of the premises and the mutual promises and
covenants of the parties hereto, it is agreed as follows:




                                               19
                                         ARTICLE 1
                                        DEFINITIONS

Section 1.01. Definitions

A.   The following words and phrases, wherever used in this Agreement, shall, for the purpose
     of this Agreement, have the following meanings:



     1.    "Agreement" means the Airport Automated Teller Machine Concession Agreement.

     2.    "Airport" means Des Moines International Airport, as it now exists or as it may
           change from time to time.

     3.    "Aviation Director" means the director of the Airport or his or her duly authorized
           representative who is designated by City to exercise functions with respect to the
           rights and obligations of City under this Agreement.

     4.    "City" means the City of Des Moines.

     5.    "FAA" means the Federal Aviation Administration of the United States Government
           or any federal agencies succeeding its jurisdiction.

     6.    "FAR" means Federal Aviation Regulations adopter by the Federal Aviation
           Administration of the U.S. Government or federal agencies succeeding to its
           jurisdiction.

     7.    "Gross Interchange Income" means all revenue received by Bank for foreign
           network transactions, typically received from the network administrator (Shazam).

     8.    "Leased Premises" means both of the spaces in the Terminal Building leased to Bank
           under this Agreement as shown on Exhibit A.

     9.    "Rules and Regulations" means those rules and regulations promulgated by City, the
           Airport Board or the Aviation Director for the orderly use of the Airport by Air
           Transportation Companies and other tenants and users of the Airport, as the same
           may be amended, modified, or supplemented from time to time, to the extent that
           such rules and regulations are not inconsistent with the provisions and purposes of
           this Agreement or mandated by the FAA.

     10.   "Service Fee" and "Service Fee Income" means a fee collected by the Bank from a
           customer in exchange for facilitating a withdrawal from the customer's account
           through either of Bank's Airport ATM terminals.

     11.   "Storm Water Pollution Prevention Plan (SWPPP)" means a document prepared


                                              20
           in accordance with the Airports National Pollutant Discharge Elimination System
           (NPDES) Permit. The SWPPP identifies potential pollutants and establishes
           procedures to minimize potential pollutants in storm water runoff from industrial
           activities. A co-permittee to the permit can utilize the Airports general SWPPP if
           they submit co-permittee specific best management practices to the Airport, or a co-
           permittee can prepare their own SWPPP and submit it to the Airport for review and
           inclusion with the Airport’s SWPPP.

     12.   "Transaction" means a cash withdrawal, cash advance, funds transfer, or balance
           inquiry, but does not include any declined transaction.

     13.   "Transportation Security Administration (TSA)" means the Transportation
           Security Administration of the U.S. Government or any federal agencies succeeding
           to its jurisdiction.

     14.   "TSR" means Transportation Security Regulations adopted by the Transportation
           Security Administration of the U.S. Government or federal agencies succeeding to its
           jurisdiction.

     15.   "Terminal Building" means the building commonly referred to as the passenger
           terminal building used primarily for enplaning and deplaning passengers and their
           associated services.

B.   The above terms shall not be construed to have any other meaning in this Agreement.

Section 1.02. Cross-References and Paragraph Headings

References in the text of this Agreement to articles, sections, or exhibits of this Agreement,
unless otherwise specified, are for convenience in reference and are not intended to define or
limit the scope of any provision of this Agreement.

                                         ARTICLE 2
                                      LEASED PREMISES

City hereby leases to Bank two separate areas consisting of approximately 16 square feet each
within the Airport Terminal Building, as shown on Exhibit A herein and referred hereinafter as
the Leased Premises.

                                       ARTICLE 3
                                   TERM OF AGREEMENT

The term of this Agreement shall commence on December 1, 2007, and shall terminate on
November 30, 2010.




                                               21
                                 ARTICLE 4
                PAYMENT OF FEES AND REPORTING REQUIREMENTS

A.   Bank shall remit to City on a monthly basis, ###### Percent (##%) of all revenue
     (including, but not limited to, Gross Interchange Service Fee and Service Fee Income)
     collected through Bank's Airport ATM terminals. Bank has proposed in its RFP response
     and City hereby accepts that the Service Fee charged shall be #### Dollars ($#.##) per
     withdrawl. The amount of the Service Fee will remain the same throughout the term of the
     Agreement. In addition to remitting the appropriate share of all revenue actually collected,
     the Bank shall, with the same remittance, also include the City’s corresponding share of
     revenue from any and all excluded transactions (calculated by multiplying the number of
     excluded transactions times the per-transaction Service Fee as set forth above times the
     City's percentage share of ##%). There shall be no allowance given for Bank’s expenses
     associated with operating the ATM terminals
B.   Bank is to remit to the Aviation Director a monthly report stating the number of
     transactions handled for each ATM Terminal. The report shall categorize the transactions
     by type in a format approved by City and also show, at a minimum, the total revenue
     collected by the Bank for each ATM Terminal location and a calculation of the City’s share
     of such revenue. Report shall include monthly as well as calendar year-to-date totals.
     Report shall also include ATM availability as a percentage of time for the reporting period.
     Bank is charged with the responsibility of exercising proper care and accuracy in the
     preparation of required reports and records.

C.   Bank shall remit to City its share of ATM income as described in Paragraph A and monthly
     report as described in Paragraph B to City within fifteen (15) days after the end of the
     reported month.

                                      ARTICLE 5
                              OBLIGATIONS OF THE PARTIES

Section 5.01. City Obligations

During the term of this Agreement, City agrees and covenants to meet the following obligations
and provide the following services:

A.   City shall maintain the public areas of the Terminal Building in repair, and shall maintain
     approaches to the Terminal Building and the public ways adjacent thereto, subject to
     reasonable interruptions due to inclement weather.

B.   City agrees to furnish and maintain reasonable electrical, heating and air conditioning for
     the Leased Premises. City shall not be liable to Bank should electricity to the ATM
     location(s) fail, be discontinued or cancelled for any reason.

C.   City shall provide automobile parking space for employees of Bank in such manner similar
     to or equal to that provided for employees of other Airport agencies. The parking space is


                                               22
     only to be used for the purpose of performing repairs, inspections or maintenance on the
     Equipment or Leased Premises.

D.   City shall install and maintain communication/data lines necessary for the operation of the
     ATM terminal and incidental equipment at each location within the terminal. City shall not
     be liable to Bank should communications to an ATM terminal fail, be discontinued or
     cancelled for any reason. City shall not be liable for any long-distance charges associated
     with such communication/data lines.

Section 5.02. Bank Obligations and Prohibitions

For and in consideration of the granting of certain rights and privileges together with the
granting of certain Leased Premises as set forth in this Agreement, Bank and its officers,
employees, agents and subcontractors agree to comply with the following duties, obligations and
prohibitions:

A.   Bank shall conduct its operation hereunder in an orderly and proper manner, considering
     the nature of such operation so as not to unreasonably annoy, disturb, endanger or be
     offensive to others at or near the demised Leased Premises and to keep the sound level of
     its operation as low as possible.

B.   Bank shall provide a minimum of two ATM terminals at all times other than when a
     terminal may require service.

C.   Bank shall ensure that each ATM is out of operation no more than 24 hours each month,
     unless the unavailability of ATM results from a cause beyond the Bank’s control. Bank
     will be charged a fifty dollar ($50) fee for each 24 hour cumulative period in which an
     ATM is unavailable in a calendar month. The parties hereto agree that the actual cost
     resulting to City because of the unavailability of any ATM cannot be accurately
     determined and hereby agree that fifty dollar ($50) per day per machine represents the
     measure of any damages resulting from such unavailability and such charge should not be
     considered penalty or interest. Such charge is in addition to, and not in lieu of, any other
     payment owed to the City under the Agreement.

D.   Bank shall be expected to restock the ATM with cash within four hours of receiving a
     report from Airport of any cash-out situation.

E.   Bank shall pay a percentage fee to City based on the Service Fee charged to ATM
     customers as set forth in Article 4 above. In addition to excluding any customers from the
     Service Fee as necessitated by law, Bank shall be allowed to exclude a certain class or
     category of its customers from the transaction Service Fee. However, when calculating and
     remitting revenue to City, appropriate revenues (using the established per-transaction
     Service Fee) from any and all excluded transactions shall be added to the total Service Fee
     Revenue actually collected and the City shall be paid its share of revenue accordingly

F.   Bank shall notify all customers, through appropriate signage or on-screen display, of any

                                               23
     Service Fee, if applicable to the transaction. Customer shall be given an opportunity to
     cancel the transaction upon being notified of the Service Fee. Customers who cancel the
     transaction shall not be charged any fee.

G.   Bank shall keep the Leased Premises in good order and shall repair any damage caused by
     negligence, carelessness, or waste of its employees or agents. Upon expiration or
     termination of Agreement, Bank shall remove all equipment from site, including wiring, at
     City's option, which was placed there by Bank and will restore any alteration of site to its
     original condition, less normal use and wear.

H.   Bank shall not keep or store flammable liquids on the Leased Premises.

I.   Bank shall not allow open flame devices in the Leased Premises.

J.   Bank shall provide frequency protection within the aviation air/ground VHF frequency
     band and the UHF frequency band in accordance with restrictions promulgated by the
     Federal Aviation Administration and Federal Communications Commission.

K.   Bank shall not do or permit to be done anything at or about the Airport, which may
     interfere with effectiveness or accessibility of the drainage and sewage system, fire
     protection system, sprinkler system, alarm system, fire hydrants and hoses, if any, installed
     or located on the Airport.

L.   Bank shall not do or permit to be done any act or thing upon the Leased Premises or
     assigned areas which will invalidate or conflict with any fire or other casualty insurance
     policies (copies of which shall be furnished to Bank upon request) covering the Airport or
     any part thereof.

M.   Bank shall store merchandise, material, or equipment only on the Leased Premises and/or
     areas designated for this use by City. Personal or company vehicles utilized by Bank shall
     not be parked at the front curb or at taxi stands.

N.   Bank shall not use or permit the Leased Premises to be used for any other purpose other
     than an ATM terminal.

O.   Bank shall at all times represent itself in a professional and courteous manner.

P.   Bank shall not solicit patronage in any manner that would annoy or obstruct the movement
     of any persons.

Q.   Bank shall at all times comply with all federal, state and local laws, regulations and
     ordinances.

R.   Bank shall display no signs or advertising unless approved by the Aviation Director.

S.   Bank shall comply with rules as issued by the Aviation Director or as established by the

                                               24
     Airport Board.

T.   Bank shall represent at all times that it is the owner of or is fully authorized to use any and
     all services, processes, machines, articles, makes, names, or slogans used by it in its
     operation or in any way connected with this Agreement.

Section 5.03. Conduct of Employees and Invitees

Bank shall, within reason, control the conduct, demeanor, and appearance of its employees,
invitees, and of those doing business with it and, upon objection from City concerning the
conduct, demeanor, and appearance of any such persons, shall immediately take all reasonable
steps necessary to remove the cause of the objection.

                                    ARTICLE 6
                    RIGHTS, PRIVILEGES, USES, AND RESTRICTIONS

Section 6.01. Common Usage

Bank shall have the right of use, in common with others authorized to do so, of the common
areas in the Terminal Building; PROVIDED, however, that such use shall be subject to and
consistent with the rules and regulations as are now in effect at the Airport or such rules and
regulations as may be promulgated by the Aviation Director or any other duly authorized person
or body in the future.

Section 6.02. Ingress and Egress

Bank shall have, and City shall provide for the full and free right of ingress to and egress from
the Leased Premises. City shall keep the routes of ingress and egress in repair. City has the
right to alter or change the routes of ingress and egress upon giving reasonable notice to Bank
and upon providing reasonably convenient other means of ingress and egress.

Section 6.03. Bank Operations

Bank has the right to operate two ATM’s on the Leased Premises. The purpose of the ATM is to
assist Airport patrons and employees in need of banking services.

Section 6.04. Interference

It is understood and agreed that the rights granted by this Agreement will not be exercised in
such a way as to interfere with or adversely affect the use, operation, maintenance, or
development of the Airport.

Section 6.05. Use of Network Marks

Bank and City acknowledge and agree that this Agreement does not operate to assign, transfer or
convey to City any license, privilege or right of any kind or nature whatsoever to use for any

                                                25
reason any network names or network marks owned by Bank in any of City’s advertising,
signage or promotional materials, including without limitation printed sales/marketing materials
without the prior consent and authorization of Bank.

Section 6.06. Advertising

With the exception of advertising for services of Bank itself, all advertising on the outside of the
ATM, on the terminal screen, or on customer receipts shall be prohibited.

                                ARTICLE 7
          DEFAULT, TERMINATION, AND CANCELLATION OF AGREEMENT

Section 7.01. Bank Termination and Cancellation of Lease Agreement

This Agreement shall be subject to termination and cancellation by Bank after the happening of
one or more of the following events.

A.   The default by City in the performance of any covenant or agreement herein required to be
     performed by City and the failure of City to remedy such default for a period of sixty (60)
     days after receipt from Bank of written notice to remedy the same.

B.   Bank is no longer permitted due to legal or regulatory restraints to provide ATM services.

Should termination occur, as noted in Paragraph A and B above, Article 5, Section 5.02,
Paragraph C, shall not apply.

Section 7.02. Exercising Bank's Right of Cancellation

Upon the default of City, Bank may terminate this Agreement upon thirty (30) days written
notice to City, sent by Certified Mail, to the address designated in this Agreement and the rentals
due under this Agreement shall be payable only to the date of said termination and cancellation
and thereafter all of Bank's rights and privileges and City's obligations shall cease, and all
improvements made by Bank upon the Leased Premises shall remain in or upon the Leased
Premises and shall become the property of City. It is agreed that the failure of Bank to declare
this Agreement terminated or canceled upon the default of City for any of the reasons set forth
therein shall not operate to bar or estop Bank from declaring this Agreement terminated or
canceled by reason of any subsequent violations of the terms of this Agreement by City.

Section 7.03. Termination by City

A.   This Agreement shall be subject to termination by City after the happening of one or more
     of the following events:

     1.    Failure by Bank to pay in whole or in part the amounts of rent or fees provided herein
           for a period of ten (10) days after written notice of non-payment.

                                                26
     2.    Filing by Bank of a voluntary petition in bankruptcy.

     3.    Making by Bank of a General Assignment for the benefit of creditors.

     4.    The permanent abandonment of the Airport as a Commercial Air Passenger Terminal.

     5.    The abandonment of the Leased Premises by Bank for a period of ten (10) days.

     6.    Default in the performance of any of the covenants, obligations, conditions, or
           agreements contained herein to be kept and performed by Bank when such default
           continues for a period of ten (10) days after receipt of written notice to Bank from
           City to correct such default.

B.   The acceptance of rental or fees by City for any period or periods after default by any
     terms, covenants or conditions herein contained, to be performed, kept and observed by
     Bank, shall not be deemed a waiver of any right on the part of City to cancel this
     Agreement for failure by Bank so to perform, keep, or observe any of the terms, covenants
     or conditions hereof to be performed, kept and observed by Bank. No waiver of default by
     City of any of the terms, covenants, or conditions hereof to be performed, kept and
     observed by Bank shall be construed to be or act as a waiver of any subsequent default of
     any of the terms, covenants, and conditions herein contained to be performed, kept, and
     observed by Bank. The rights and remedies set forth herein are in addition to any other
     rights or remedies accruing to City either at law or in equity.

Section 7.04. Exercising City's Right of Cancellation

City may exercise such rights of termination and cancellation as provided herein by written
notice to Bank after passage of the applicable period provided herein. All improvements made
by Bank upon the Leased Premises, as herein provided, shall remain the property of Bank;
provided said improvements can be removed without damage to the Building, otherwise the
improvements shall remain in or upon the Leased Premises and shall be come the property of
City. It is agreed that failure of City to declare this Agreement terminated upon the default of
Bank for any of the reasons set forth herein shall not operate to bar or stop City from declaring
this Agreement null and void by reason of any subsequent violation of the terms of this
Agreement.

Section 7.05. Surrender of Leased Premises

Bank shall surrender up and deliver the Leased Premises to City upon termination of this
Agreement in the same condition as existed at the commencement of the Agreement, ordinary
wear and tear excepted. Provided Bank is not in default in the payment of rents, fees and
charges required under this Agreement, Bank, at the termination of this Agreement, shall remove
all of its personal property from the Leased Premises forthwith. Failure on the part of Bank to
remove its personal property on the date of termination shall constitute a gratuitous transfer
unless agreed to by the Bank and the Aviation Director of title thereof to City for whatever

                                                27
disposition is deemed to be in the best interest of City. Any costs incurred by City in the
disposition of such personal property shall be borne by the Bank.

Section 7.06. No Acceptance of Surrender

No act or thing done by City or City's agents or employees during the term of this Agreement
shall be deemed an acceptance of the surrender of this Agreement and no acceptance of a
surrender shall be valid unless in writing.
Section 7.05. Time of the Essence

Time is of the essence of this Agreement; and in case either party shall fail to perform the
covenants or conditions on its part to be performed at the time and notification as set forth for the
performance of such respective covenants or conditions by the provisions of this Agreement, the
performing party may declare the non-performing party to be in default of this Agreement.

                                 ARTICLE 8
            MAINTENANCE, REPAIR, ALTERATIONS AND MODIFICATIONS

Section 8.01. City Maintenance and Repair Obligations

A.   City shall maintain any improvements placed on the Leased Premises by City in a
     condition of good and substantial repair.

B.   City, at its sole cost and expense, shall keep the Leased Premises clean, neat, and in good
     condition.

Section 8.02. Bank Maintenance and Repair Obligations

A.   Bank agrees that it has inspected the Leased Premises, which are leased in "AS IS"
     condition without representation or warranty by City.

B.   Bank shall repair any and all damage to the Leased Premises and the improvements
     thereon, caused by Bank, its employees, agents, independent contractors, patrons, servants,
     or invitees. Repairs shall be of a quality and class equal to or better than the original work
     to preserve the same in good order and condition.

C.   Bank is obligated to make every effort to keep the ATMs maintained and operating at all
     times.

Section 8.03. Approval of Bank Improvements and Alterations

Bank shall make no alterations, additions, improvements to, or installations on the Leased
Premises under this Agreement without the prior written approval of the Aviation Director. Said
written approval shall not be unreasonably withheld.

Section 8.04. Title of Improvements and Alterations

                                                28
Upon completion of any and all improvements made to Leased Premises and all additions and
alterations thereto made upon said area shall be and remain the property of City with the
exception of personal property, trade fixtures, and equipment installed by Bank.

Section 8.05. Relocation

In the event that the initial location of the ATM(s) proves unsatisfactory for any reason and
either party desires to relocate the same to another area, upon notice to the other party, the
parties shall relocate the ATM(s) to another mutually agreeable site on City’s Premises, provided
that such relocation shall be preformed at the requesting party’s sole cost and expense.

                                    ARTICLE 9
                        DAMAGE OR DESTRUCTION OF PREMISES

Section 9.01. Decision to Terminate or Rebuild

If during the term of this Agreement the Leased Premises or a portion thereof is rendered
untenantable by fire or other casualty (hereinafter referred to as casualty), City shall have the
option of terminating this Agreement or rebuilding the Leased Premises, and in event of such
casualty, written notice of the election by City shall be given to Bank within thirty (30) days
after the occurrence of such casualty. In the event City elects to rebuild the Leased Premises,
said Premises shall be restored to its former condition within a reasonable time. Nothing in this
Article shall impose upon City the obligation to rebuild the improvements or alterations made by
Bank to the Leased Premises. Bank is responsible for rebuilding its improvements and
alterations within a reasonable time after damage by fire or other casualty unless City has
terminated the Agreement. If City elects to terminate, then this Agreement shall be of no further
force and effect and City shall be entitled to sole possession of the Leased Premises.

Section 9.02. Rental Fees after Casualty

Rental fees shall abate during such period of rebuilding if the Leased Premises are rendered
untenantable. In the event that partial use of the Leased Premises is available to Bank after the
casualty, rental fees allocable to the particular portion of the Leased Premises rendered
untenantable shall be abated for the period of the occurrence of the damage to the completion of
the repairs or to the cancellation of the Agreement by City as set forth in Section 9.01 above. If
City elects to terminate the Agreement, the fees payable under this Agreement shall be paid to
and adjusted as of the date of such casualty, and the term of this Agreement shall then expire.

Section 9.03. Temporary Space

If City elects to rebuild the Leased Premises, City will exert its best effort to provide Bank with
temporary substitute space, if available, at such rent as deemed necessary and reasonable by
City, until such time as the repairs are completed.

Section 9.04. Casualty Interference with Bank's Use

                                                29
If the casualty shall materially interfere with Bank's use of the Leased Premises, Bank shall have
the option to terminate the entire Agreement.

Section 9.05. Rent Increases to Bank

If this Agreement is terminated due to the damage or destruction of the Leased Premises as set
forth in this Article, City shall not be responsible for any increased rental charged to Bank upon
its relocation from the Leased Premises to another location.




                                                30
                                    ARTICLE10
                          INSURANCE AND INDEMNIFICATION

Section 10.01. General

Bank shall purchase and maintain insurance to protect Bank and City throughout the duration of
this Agreement. Said insurance companies, "admitted" and "nonadmitted" to do business in the
State of Iowa shall provide insurance, that have no less than an A.M. Best rating of "B+". All
policies shall be written on a per occurrence basis and not a claims-made basis unless otherwise
approved by City. All policies shall be written in form and amounts and with companies
satisfactory to City. Certificates of Insurance confirming adequate insurance coverage shall be
submitted to City prior to agreement execution or commencement of work and/or services.

Section 10.02. Insurance Requirements

A.   WORKERS COMPENSATION INSURANCE: Bank shall procure and maintain during
     the life of this contract, Worker's Compensation Insurance, including Employer's Liability
     Coverage, in accordance with all applicable statutes of the State of Iowa. The coverage
     limits shall include $500,000 each accident for Bodily Injury by Accident, $500,000 each
     accident for Bodily Injury by Disease, and $500,000 policy limit for Bodily Injury by
     Disease. With regard to activities conducted within the Leased Premises, Bank shall
     provide City a Waiver of Subrogation favoring the City of Des Moines, Iowa.

B.   COMMERCIAL GENERAL LIABILITY INSURANCE: Bank shall procure and maintain
     during the term of this Agreement, Commercial General Liability Insurance on a per
     occurrence basis with limits of liability not less than $1,000,000 per occurrence and
     $2,000,000 aggregate combined single limit, Personal Injury, Bodily Injury and Property
     Damage. Coverage shall include the following: (1) Contractual Liability, (2) Premises and
     Operations, (3) Products and Completed Operations, (4) Independent Contractors
     Coverage, (5) Personal and Advertising Injury and (6) deletion of Explosion, Collapse and
     Underground (XCU), where applicable. Coverage shall be no less comprehensive and no
     more restrictive than the coverage provided by a standard form Commercial General
     Liability Policy (ISO CG 0001, Ed 07/98 with standard exclusions "a" through "o" or an
     equivalent acceptable to City. The policy shall be endorsed to provide an Aggregate Per
     Location Endorsement.

C.   AUTOMOBILE LIABILITY: Bank shall procure and maintain during the life of this
     Agreement, Automobile Liability Insurance with limits of liability of not less than
     $1,000,000 per occurrence combined single limit including Bodily Injury and Property
     Damage. Coverage shall include all owned vehicles, all non-owned vehicles, and all hired
     vehicles. The insurance must include Contractual Liability coverage.




                                               31
D.   UMBRELLA/EXCESS INSURANCE: The General Liability and Automobile Liability
     Insurance requirements above may be satisfied with a combination of primary and
     Umbrella/Excess Insurance. The Umbrella/Excess Insurance shall also be written on a per
     occurrence basis unless otherwise approved by City and shall include the same
     endorsements as required of the primary policy(ies).

E.   INSURANCE FOR OTHER LOSSES: The Bank shall assume during the life of this
     Agreement, full responsibility for all loss or damage from any cause whatsoever to any
     property brought onto City property that is owned or rented by the Bank, or any of the
     Bank's employees, agents, subcontractors, suppliers or their employees, to the extent that
     such property is utilized in carrying out the provisions of this Agreement. The Bank shall
     cause its insurance carrier(s) providing physical damage insurance to the Bank to provide a
     Waiver of Right of Subrogation against the City of Des Moines, Iowa.

F.   CRIME INSURANCE: Bank shall procure and maintain during the life of this Contract
     Crime Insurance on an occurrence basis covering Employee Dishonesty for each loss at a
     limit of not less than $50,000. The insurance carrier shall be liable for direct losses of
     money, securities, and other property of City caused by theft or forgery by any employee of
     Bank acting alone or in collusion with others who are not employees of Bank In addition,
     the insurance shall include coverage for theft, disappearance and destruction at a limit of
     not less than $5,000 for loss inside premises and $5,000 for loss outside of premises. Theft
     shall mean the unlawful taking of money, securities or other property to the deprivation of
     City. The above are the minimum Crime Insurance requirements to be maintained;
     however, these limits may be adjusted at City’s discretion subject to changes in the total
     value of delinquent accounts provided to the Contractor annually. City’s third-party
     interest shall be covered through the inclusion of a “joint loss payee” endorsement. Bank
     agrees to: (1) submit claims on behalf of City to recover applicable City losses and (2)
     ensure that City receives payment for those losses.

G.   SUBCONTRACTORS: Except for Crime Insurance and the City’s Additional Insured,
     Governmental Immunities and Cancellation and Material Change Endorsements, the Bank
     shall require that any of its agents and subcontractors who perform work and/or services
     pursuant to the provisions of this Agreement meet the same insurance requirements as are
     required of Bank.

H.   ADDITIONAL INSURED AND GOVERNMENTAL IMMUNITY: Except for Workers
     Compensation and Property insurance, the insurance policies providing the coverage
     specified in Paragraphs B, C, and D above shall include City's Additional Insured and
     Governmental Immunities Endorsements attached as part of Exhibit B. City shall have no
     liability for any premiums charged for such coverage, and the inclusion of City as an
     Additional Insured is not intended to, and shall not make, City a partner or joint venturer
     with Bank in its operations at the Airport.

I.   CANCELLATION OR MATERIAL CHANGE NOTICE The insurance policies providing
     the coverages specified in A through F above shall include City's Cancellation Notice
     Endorsement. A copy of the required endorsement is attached as part of Exhibit B.

                                              32
J.   PROOF OF INSURANCE: Bank shall provide to City a Certificate or Certificates of
     Insurance evidencing all required insurance coverage as provided in Paragraphs A through
     F and H and I above utilizing the latest version of the ACORD form or other such form that
     is acceptable to City. The Certificate(s) of Insurance shall specify under "Description of
     Operations/ Locations/ Vehicle/Special Items": (1) the title of the Agreement (2) the
     following statement: "City’s Additional Insured, Government Immunities and
     Cancellation/Material Change endorsements have been included per attached." City's
     endorsement language shall be attached as a supplement to the Certificate(s) of Insurance
     so as to evidence their inclusion in the coverages required. Bank may not operate under the
     terms of the Agreement until all required certificates and endorsements have been
     submitted and approved by City. All certificates and endorsements shall be submitted to:
     Aviation Director, Des Moines International Airport, 5800 Fleur Drive, Suite 201, Des
     Moines, Iowa, 50321 at least fourteen (14) days prior to the effective date of the
     Agreement.

J.   CHANGES IN COVERAGE LIMITS: If during the term of this Agreement, the Aviation
     Director, in consultation with City's Risk Management Office, determines that the limits of
     coverage are insufficient, City shall provide Bank with sixty (60) days written notice of any
     required changes. Bank shall submit to the Aviation Director new Certificate(s) of
     Insurance indicating that the required changes have been effected. Said certificates shall be
     submitted to the Aviation Director prior to the expiration of the sixty (60) day notification
     period.

Section 10.03. Indemnification (Hold Harmless) Provision

A.   With regard to activities conducted on or within the Leased Premises, and except for the
     negligence of City, its agents or employees, Bank agrees to the fullest extent permitted by
     law, to indemnify, defend, pay on behalf of, and hold harmless City, its elected and
     appointed officials, its agents, employees and volunteers and others working on behalf of
     City from and against any and all claims, demands, suits, or loss, including any and all
     outlay and expense connected therewith, and for any damages which may be asserted,
     claimed or recovered against or from City, its elected and appointed officials, employees,
     volunteers or others working on behalf of City, by reason of personal injury, including
     bodily injury or death, and property damages, including loss or use thereof, which arises
     out of or is in any way connected or associated with Bank's occupancy or use of the Leased
     Premises. It is the intention of the parties that City, its elected and appointed officials,
     agents, employees, volunteers or other working on behalf of City shall not be liable or in
     any way responsible for injury, damage, liability; loss, including loss of money; or
     expense resulting to Bank, its officers, employees, subcontractors, others working on
     behalf of Bank, and those it brings onto City Premises, due to accidents, mishaps,
     misconduct, negligence or injuries either in person or property arising out of the Bank’s
     occupancy or use of the Leased Premises, except for and to the extent caused by the
     negligence of the City.

B.   Bank expressly assumes full responsibility for any and all damage to the Leased Premises

                                               33
     resulting from Bank’s occupancy or use of the Leased Premises including its officers,
     employees, agents, subcontractors, others working on behalf of Bank, and those it brings
     on to the Leased Premises. Any damage or repair to the ATM and related equipment of the
     Bank shall be the responsibility of Bank except for and to the extent caused by the
     negligence of the City.

C.   Bank represents that adequately trained personnel will supervise its activities pursuant to
     this Agreement, and Bank will observe, and cause its officers, employees, subcontractors
     and those it brings on to the Leased Premises to observe all safety rules for the facility and
     activity. Bank acknowledges that City has no duty to and will not provide supervision of
     such activity.

Section 10.04. Waiver of Subrogation Provision

To the extent permitted by law, Bank hereby releases City, its elected and appointed officials, its
agents, employees and volunteers and others working on behalf of City, from and against any
and all liability or responsibility to Bank or anyone claiming through or under Bank by way of
subrogation or otherwise, for any loss or damage to property caused by fire. This provision shall
be applicable and in full force and effect only with respect to loss or damage occurring during
the time of Bank's occupancy or use of the Leased Premises, and Bank's policies of insurance
shall contain a clause or endorsement to the effect that such release shall not adversely affect or
impair such policies or prejudice the right of Bank to recover thereunder.

                                         ARTICLE11
                                      SAFETY/SECURITY

Section 11.01. Bank's Responsibility for Its Equipment

Bank acknowledges and accepts full responsibility for the security and protection of all contents,
inventory, equipment, and facilities within or on its Leased Premises and for reasonable efforts
to prevent unauthorized access to its facilities or contents thereof unless any of the above is
caused by the negligence of City, its agents or employees. Bank acknowledges and agrees that
City has no responsibility for the security or protection of Bank’s inventory, equipment or its
contents, or Bank’s facilities.

Section 11.02. City's Responsibility of Airport Safety and Security

Bank acknowledges City's responsibility to maintain the integrity of the airfield security
perimeter and agrees to comply with all Airport rules and regulations, security procedures, and
FAA and TSA pertaining to security and safety of the airfield operations area.


                                     ARTICLE 12
                             ENVIRONMENTAL REGULATIONS

Section 12.01. Bank's Representations and Warranties

                                                34
A.    Bank shall at all times during this Agreement comply with all applicable federal, state and
      local environmental laws and regulations (hereinafter called "Environmental Laws"), with
      regard to the Leased Premises. In furtherance of this provision, at a minimum, and without
      limitation, Bank shall:

     1. At all times relevant to this Agreement and Bank's activities under this Agreement, apply
     for, obtain, and maintain any and all necessary permits, licenses, identification numbers, and
     notices as required by applicable law, making timely and full payment of any fees therefore.

      2.    At all times relevant to this Agreement and Bank's activities under this Agreement,
            cooperate with City in maintaining and implementing City's updated Storm Water
            Pollution Prevention Plan (SWPPP) compatible with the Airport's SWPPP sufficient
            to comply with the Iowa Department of Natural Resources National Pollutant
            Discharge Elimination System (NPDES) Discharge Permit for the co-permitees of the
            Airport

     B. Bank shall not cause or permit any Hazardous Substances to be generated, manufactured,

     refined, treated, disposed, produced or released on the Leased Premises.

Section 12.02. Environmental Responsibility

A.    Bank shall be responsible for any Environmental Condition of the Leased Premises used by
      Bank to the extent any such Environmental Condition is or has been caused or contributed
      to by Bank's activities on or use of Leased Premises. Environmental Condition means any
      condition that exists or has existed with respect to soil, storm waters, surface or ground
      waters, stream sediments, or air and every other environmental media, which condition that
      requires investigation and/or response action pursuant to applicable environmental federal,
      state or local statutes, regulations, ordinances or permits or which could result in claims,
      demands, orders, penalties, fines or liabilities by or to third parties, including without
      limitation all applicable governmental entities.

B.    In the event that an Environmental Condition occurs, Bank shall promptly and immediately
      notify City and the governmental agency having jurisdiction over such condition to the
      extent required by law. Bank shall take immediate action to report and investigate and/or
      remediate as required by applicable law and the governmental agency having jurisdiction
      over such Environmental Condition.

C.    In the event City must undertake investigation and/or remediation of an Environmental
      Condition, Bank hereby grants City, and its employees, consultants, contractors and
      representatives reasonable access to the Leased Premises for such purposes on the
      condition that Bank's use and enjoyment of the Leased Premises is not unreasonably
      interfered with.



                                                35
Section 12.03. Indemnity for Environmental Conditions

Bank shall indemnify, defend and hold City harmless against and with respect to any and all
damages, claims, losses, liabilities, fines and penalties, and expenses of any kind, including
without limitation, reasonable legal and consulting expenses (including attorney fees, litigation
and expert witnesses), incurred by City or which are asserted against or imposed upon City by
any other party (including without limit any governmental entity) to the extent the event or
environmental condition was caused or contributed to by Bank's activities or use of the Leased
Premises

                                       ARTICLE13
                              FEDERAL AVIATION PROVISIONS

Section 13.01. Non-Discrimination

A.   Bank, for itself, it's officers, employees, agents, subcontractors, 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 in the event
     facilities are constructed, maintained, or otherwise operated on the said property described
     in this Agreement, for a purpose for which a Department of Transportation program or
     activity is extended or for another purpose involving the provision of similar services or
     benefits, Bank shall maintain and operate such facilities and services in compliance with all
     other requirements imposed pursuant to 49 CFR, Part 21, Non-Discrimination in Federally
     Assisted Programs of the Department of Transportation, and as said Regulations may be
     amended.

B.   Bank, for itself, its officers, employees, agents, subcontractors, its heirs, personal
     representatives, successors in interest, and assigns, as a part of the consideration hereof, do
     hereby covenant and agree as a covenant running with the land that: (1) 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, (2) 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 otherwise be subjected to
     discrimination, (3) that Bank shall use the premises in compliance with all other
     requirements imposed by or pursuant to 49 CFR, Part 21, Non-discrimination in Federally
     Assisted Programs or the Department of Transportation, and as said Regulations may be
     amended.



Section 13.02. Civil Rights

Bank assures that it will comply with pertinent statutes, Executive Orders and such rules as are
promulgated to assure that no person shall, on the grounds of race, creed, color, national origin,
sex, age, or handicap be excluded from participating in any activity conducted with or benefiting

                                                36
from Federal assistance. This Provision obligates Bank or its transferee for the period which
Federal assistance is extended to the airport program, except where Federal assistance is to
provide, or is in the form of personal property or real property or interest therein or structures or
improvements thereon. In these cases, the Provision obligates the party or any transferee for the
longer of the following periods: (1) the period during which the property is used by the sponsor
or any transferee for a purpose for which Federal assistance is extended, or for another purpose
involving the provision of similar services or benefits; or (2) the period during which the airport
sponsor or any transferee retains ownership or possession of the property. In the case of
contractors, this Provision binds the contractors from the bid solicitation period through the
completion of the contract.

Section 13.03. Just Services

Bank agrees to furnish service on a fair, equal and not unjustly discriminatory basis to all users
thereof, and to charge fair, reasonable and not unjustly discriminatory prices for each unit of
service; PROVIDED, that Bank may make reasonable and non-discriminatory discounts, rebates,
or other similar types of price reductions to volume purchasers.

Section 13.04. Exclusive Rights

It is understood and agreed that nothing herein contained shall be construed to grant or authorize
the granting of an exclusive right within the meaning of Section 308 of the Federal Aviation Act
of 1958 and as said act may be amended from time to time.

Section 13.05. Subordination to Agreements

This Agreement is subject and subordinate to the provisions of any agreements heretofore or
hereafter made between City and the United States and/or the State of Iowa relative to the
operation, maintenance, development, or administration of the Airport, the execution of which
has been required as a condition precedent to the transfer of Federal rights or property to City for
Airport purposes, or to the expenditure of Federal or State of Iowa funds for the improvement or
development of the Airport, including the expenditure of Federal funds for the development of
the Airport in accordance with the provisions of the Federal Aviation Act of 1958, and as said
act may be amended from time to time.

Section 13.06. Disadvantaged Business Enterprise (DBE) Discrimination

This agreement is subject to the requirements of the U.S. Department of Transportation's
regulations, 49 CFR part 23. The concessionaire agrees that it will not discriminate against any
business owner because of the owner's race, color, national origin, or sex in connection with the
award or performance of any concession agreement covered by 49 CFR part 23.

Section 13.07. Inclusion of Disadvantaged Business Enterprise (DBE) Discrimination Provision
in Tenant Agreements

Bank agrees to include the above Paragraph 13.06 in any subsequent concession agreements that

                                                 37
it enters and cause those businesses to similarly include the statements in further agreements.

                                        ARTICLE14
                                    GENERAL PROVISIONS

Section 14.01. Rules, Regulations, And Ordinances

City shall adopt and enforce rules, regulations, and ordinances, which Bank agrees to observe
and obey, with respect to the use of the Airport. Bank shall not violate, or knowingly permit its
agents, contractors, or employees acting on Bank's behalf to violate any such rules, regulations,
and ordinances.

Section 14.02. Compliance with Law

Bank shall comply, at all times during the term of this Agreement, at its own cost and expense,
with all applicable present and future ordinances and laws of City, county, or state government
or of the United States Government, and of any political division or subdivision or agency,
authority or commission thereof which may have jurisdiction to pass laws or ordinances with
respect to the uses hereunder or the Leased Premises. In addition, Bank shall not allow any
illegal activity to be conducted, to be operated, or to occur on any Airport area leased or assigned
to Bank.

Section 14.03. Reservation of Rights

Any and all rights and privileges not granted to Bank by this Agreement are hereby reserved for
and to City.

Section 14.04. Successors and Assigns Bound by Covenant

All the terms, covenants, and agreements herein contained shall be binding upon and shall inure
to the benefit of successors, assigns, and legal representatives of the respective parties hereto.

Section 14.05. Governing Law

This Agreement and all disputes arising hereunder shall be governed by the laws of the State of
Iowa.

Section 14.06. Quiet Enjoyment

City agrees that, on payment of the fees and charges and performance of the covenants and
agreements on the part of Bank to be performed hereunder, Bank shall peaceably have and enjoy
the Leased Premises and all the rights and privileges granted herein.

Section 14.07. Nonwaiver of Rights

No waiver of default by either party of any of the terms, covenants, and conditions hereof to be

                                                38
performed, kept, and observed by the other party shall be construed as, or shall operate as, a
waiver of any subsequent default of any of the terms, covenants, or conditions herein contained,
to be performed, kept, and observed by the other party.

Section 14.08. Severability

If one or more clauses, sections, or provisions of this Agreement, or the application thereof, shall
be held to be unlawful, invalid, or unenforceable, the remainder and application hereof of such
provision shall not be affected thereby.

Section 14.09. Paragraph Headings

The paragraph headings contained herein are for convenience in reference and are not intended
to define or limit the scope of any provision of this Agreement.

Section 14.10. Force Majeure

City shall not be liable for delays in performance caused by acts of God or government authority,
war, riot, sabotage, storm, flood, strikes or labor disputes, or other cause beyond the reasonable
control of City.

Section 14.11. Entire Agreement

This Agreement, together with all exhibits attached hereto, constitutes the entire Agreement
between the parties hereto, and all other representations or statements heretofore made, verbal, or
written, are merged herein, and this Agreement may be amended only in writing, and executed
by duly authorized representatives of the parties hereto. Bank acknowledges that this Agreement
supersedes and cancels any and all previous agreements on this matter between Bank and City.

Section 14.12. Copartnership Disclaimer

 It is mutually understood that nothing in this Agreement is intended or shall be construed as in
any way creating or establishing the relationship of copartners between the parties hereto, or as
constituting Bank as an agent or representative of City for any purpose or in any manner
whatsoever.

Section 14.13. Development and Protection Of Airport

A.   City reserves the right to further develop or improve the Airport as it sees fit, regardless of
     the desires or view of Bank, and without interference or hindrance.

B.   City hereby reserves for the use and benefit of the public, the right of aircraft to fly in the
     airspace overlying the land herein leased, together with the right of said aircraft to cause
     such noise as may be inherent in the operation of aircraft landing at, taking off from, or in
     the vicinity of the Airport, and the right to pursue the operations of same. City reserves the
     right to take any action it considers necessary to protect the aerial approaches of the

                                                39
     Airport against obstructions, together with the right to prevent Bank from erecting, or
     permitting to be erected, any building or other structure on any Leased Premises, which, in
     the opinion of City, would limit the usefulness of the Airport, or constitute a hazard to
     aircraft.

Section 14.14. Assignment and Subletting

Bank shall not, at any time, assign or sublet this Agreement or any part hereof, without the prior
written consent of City.

Section 14.15. Alterations

Bank shall make no changes, alterations, additions or improvements, or do any work in
connection therewith in, on, or about the premises without the prior written consent of City.

Section 14.16. Amendments

All amendments to this Agreement shall be in writing and duly executed by all parties.

Section 14.17. Attorney's Fees

In any action brought by either party for the enforcement of any provisions of this Agreement,
the prevailing party shall be entitled to recover reasonable attorney's fees from the other party.

Section 14.18. License, Fees, And Taxes

A.   Bank shall obtain all licenses and/or permits as required by applicable Federal, State, or
     Local law. Bank shall pay any and all taxes and assessments which during the term of this
     Agreement or any part thereof may become a lien upon or which may be levied by the
     State, County, City or any other tax levying body upon the Leased Premises, as well as all
     taxes on taxable property, real or personal, owned, used, or leased by Bank in or about said
     Leased Premises, but deferment of payment of any tax by Bank shall not constitute a
     default or breach of this Agreement during the time Bank is contesting in good faith the
     payment of said tax or the assessed value before any duly constituted authority, and
     pending the final determination of such contest.

B.   Bank may in good faith at any time, at Bank's expense, in Bank's name, endeavor to contest
     by any proceedings the validity of any assessment, or to obtain a lowering of the assessed
     valuation upon the Leased Premises and the Project for the purpose of reducing any tax or
     assessment. Any refund shall be the property of Bank to the extent to which it is based on
     payment of a tax or assessment made by Bank.
C.   If the Leased Premises, or any part thereof, is not separately assessed for real estate taxes at
     any time during the term of this Agreement, City may promptly apply to the taxing
     authorities to obtain such separate assessment.

Section 14.19. Compliance With Federal Aviation Regulation (FAR) Part 139 and

                                                 40
Transportation Security Regulations (TSR) Parts 1500, 1520, 1540 and 1542

A.   Bank agrees to comply at all times with FAR Part 139, and TSR Parts 1500, 1520 1540 and
     1542, City's policies, regulations and ordinances, City's Transportation Security
     Administration approved Airport Security Program, and any other applicable laws,
     regulations and rules as such currently exist and are amended from time to time. Bank
     further agrees that any fines levied upon City, its officers, employees, agents, and members
     of City's boards and commissions and employees, agents or officers of City's boards and
     commissions pursuant to enforcement of FAR Part 139 and TSR Parts 1500, 1520, 1540,
     and 1542 due to acts or omissions by Bank, Bank's agents, servants, employees,
     independent contractors, or patrons shall be borne by Bank. Bank further agrees to
     indemnify and hold harmless City, its officers, employees, agents, and members of City's
     boards and commissions, and employees, agents, or officers of City's boards and
     commissions from any and all fines so levied and from any and all claims, demands,
     liabilities, or expenses of every kind or nature related to such levy or defense to such levy
     (including, but not limited to, salary of attorneys employed by City) which City or any of
     its officers, employees, or other persons set out above shall or may at any time sustain or
     incur by reason of or in consequence of such acts or omissions. Bank further agrees to
     indemnify and hold harmless City, its officers, employees, agents, and members of City's
     boards and commissions, and employees, agents, or officers of City's boards and
     commissions from any and all claims, demands and or lawsuits arising out of Bank's or
     Bank's employees' failure to comply with FAR Part 139 and TSR Parts 1500, 1520, 1540
     and 1542, the Airport Security Program or any other applicable law, regulation or rule.

B.   Bank agrees to control all persons and vehicles entering any airport restricted area
     (including aircraft movement area) through its leased space in accordance with the Des
     Moines International Airport Security Program and in compliance with TSR Parts 1500,
     1520, 1540, and 1542 as such currently exist and are amended from time to time.

Section 14.20. Inspection

Bank shall allow City free access at all reasonable times to Leased Premises for the purpose of
inspecting, or making repairs to, or making additions or alterations to the same, or for any other
purposes necessary, incidental to, or connected with the performance of City's obligations
hereunder or the exercise of its governmental functions.

Section 14.21. War or National Emergency

During the time of war or national emergency, City shall have the right to lease the landing area
or any part thereof to the United States Government for military or naval use, and, if such lease
is executed, the provisions of this instrument insofar as they are inconsistent with the provisions
of the lease to the Government, shall be suspended.

Section 14.22. Subordination to Bond Ordinance

A.   This Agreement is made subject and subordinate to any Airport Bond Resolution enacted

                                                41
     by City.

B.   In the event of conflicts between this Agreement and the Bond Resolution, the Bond
     Resolution shall govern.

C.   It is mutually understood and agreed that, so long as any bonds secured by a Bond
     Resolution are outstanding, the deposit and application of Airport revenues shall be
     governed by the Bond Resolution.

Section 14.23    Americans with Disabilities Act (1990)

Bank agrees to comply with the Americans with Disabilities Act (1990) and any amendments
and regulations thereto with regards to Bank's operations and Leased Premises on the Des
Moines International Airport.

Section 14.24. Agreement Construction

Words and phrases herein shall be construed as in the singular or plural number, and a
masculine, feminine, or neuter gender, according to the context. This Agreement shall be
construed as if drafted by both parties and the rule that agreements shall be construed or
interpreted against the author shall not apply.

Section 14.25. Representations of Bank

Bank represents that it has the full power and proper authority to make and execute this
agreement, to exercise its rights, powers and privileges as described herein, and to perform its
agreements and covenants set forth herein.

Section 14.26. Right to Amend

In the event that the Federal Aviation Administration or its successors require modifications or
changes in this Agreement as a condition precedent to the granting of funds for the improvement
of the Airport, or otherwise, Bank agrees to consent to such amendments, modifications,
revisions, supplements or deletions of any of the terms, conditions, or requirements of this
Agreement as may be reasonably required.
Section 14.27 No Third Party Beneficiaries

It is not the intention of the parties by entering into this Agreement to create any rights in any
person not a party to this Agreement.

Section 14.28. Notices

Notices required herein shall be given by certified mail by depositing the same in the United
States mail in the continental United States, postage prepaid. Any such notice so mailed shall be
presumed to have been received by the addressee 96 hours after deposit of same in the mail.
Either party shall have the right, by giving written notice to the other, to change the address at

                                                 42
which its notices are to be received. Until any such change is made, notices shall be delivered as
follows:

A..   City:

      Aviation Director
      Department of Aviation, Room 201
      Des Moines International Airport
      5800 Fleur Drive
      Des Moines, Iowa 50321-2854
      Telephone: 515-256-5100

B.    Bank:

      ????????????????????
      ????????????????????
      ????????????????????
      ????????????????????
      ????????????????????

If notice is given in any other manner or at any other place, it will also be given at the place and
in the manner specified above.




                                                 43
IN WITNESS WHEREOF, The parties hereto have executed this Agreement as of the date first above
written.

CITY OF DES MOINES, IOWA


By: ___________________________
    James W. Erickson, Chairperson
    Des Moines International Airport Board

ATTEST:


_______________________________
Vicki N. Dickinson, Board Clerk


APPROVED AS TO FORM:


_______________________________
David A. Ferree
Assistant City Attorney

STATE OF IOWA  )
               ) SS:
COUNTY OF POLK )

On this __________ day of ____________________, 2007, before me, the undersigned, a Notary Public,
personally appeared JAMES W. ERICKSON and VICKI N. DICKINSON, to me personally known, who,
being by me duly sworn, did state that they are the Chairperson and Board Clerk, respectively, of the Des
Moines International Airport Board; that the seal affixed to the foregoing instrument is the seal of the Board,
and that the instrument was signed and sealed on behalf of the Board, by authority of and pursuant to the
Resolution adopted by the Board on the __________ day of ________________________, 2007, and that
JAMES W. ERICKSON and VICKI N. DICKINSON acknowledged the execution of the instrument to be
the voluntary act and deed of the Des Moines International Airport Board, by it voluntarily executed.

                              ___________________________
                              Notary Public in the State of Iowa
                                  My commission expires ___________________




                                                      44
SUCCESSFUL CONCESSIONAIRE




By:_______________________________



Name:_____________________________
             (print or type)


Title:______________________________



SUCCESSFUL CONCESSIONAIRE



By:_______________________________



Name:_____________________________
             (print or type)


Title:______________________________




CORPORATE ACKNOWLEDGMENT

State of _________________________ )
________________________________ ) SS
__________________________County )

On this ______ day of ______________________, ____, before me the undersigned, Notary Public in and for the State of
_________, personally appeared _____________________________ and ______________________________, to me known,
who, being by me duly sworn, did say that they are the __________________________, and __________________________ ,
respectively, of the corporation executing the foregoing instrument; that (no seal has been procured by) (the seal affixed thereto is
the seal of) the corporation; that said instrument was signed (and sealed) on behalf of the corporation by authority of this Board of
Directors; that _____________________________ and _____________________________ acknowledged the execution of the
instrument to be the voluntary act and deed of the corporation, by it and by them voluntarily executed.
                                            _________________________________________
                                            Notary Public in and for the State of ____________
                                            My commission expires ______________________




                                                                 45
                                                                          Exhibit A
                                                          ATM Terminal Locations
                                                    Des Moines International Airport

                                                               Pre-Security Location




Restaurant and Bar




                           ATM
To Baggage Claim




                                                              Post-Security Location


                     Restaurant             Gift shop




                                                    ATM
                     Passenger gates




             Airport
               Exit
               and
             security




                                       46
                                    CITY OF DES MOINES, IOWA
                                         ENDORSEMENTS

                                 CITY OF DES MOINES, IOWA
                             ADDITIONAL INSURED ENDORSEMENT

The City of Des Moines, Iowa, including all its elected and appointed officials, all its employees and
volunteers, all its boards, commissions and/or authorities and their board members, employees, and
volunteers, are included as Additional Insureds with respect to liability arising out of Bank’s operations
on or use of the Airport. This coverage shall be primary to the Additional Insureds, and not contributing
with any other insurance or similar protection available to the Additional Insureds, whether other
available coverage be primary, contributing or excess.

                              CITY OF DES MOINES, IOWA
                        GOVERNMENTAL IMMUNITIES ENDORSEMENT

1. Non-waiver of Government Immunity. The insurance carrier expressly agrees and states that the
purchase of this policy and the including of the City of Des Moines, Iowa as an Additional Insured does
not waive any of the defenses of governmental immunity available to the City of Des Moines, Iowa under
Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time.

2. Claims Coverage. The insurance carrier further agrees that this policy of insurance shall cover only
those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4
as it now exists and as it may be amended from time to time.

3. Assertion of Government Immunity. The City of Des Moines, Iowa shall be responsible for asserting
any defense of governmental immunity, and may do so at any time and shall do so upon the timely
written request of the insurance carrier. Nothing contained in this endorsement shall prevent the carrier
from asserting the defense of governmental immunity on behalf of the City of Des Moines, Iowa.

4. Non-Denial of Coverage. The insurance carrier shall not deny coverage under this policy and the
insurance carrier shall not deny any of the rights and benefits accruing to the City of Des Moines, Iowa
under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction
has ruled in favor of the defense(s) of governmental immunity asserted by the City of Des Moines, Iowa.

5. No Other Change in Policy. The insurance carrier and the City of Des Moines, Iowa agree that the
above preservation of governmental immunities shall not otherwise change or alter the coverage available
under the policy.

                           CITY OF DES MOINES, IOWA
                CANCELLATION AND MATERIAL CHANGES ENDORSEMENT

Thirty (30) days Advance Written Notice of Cancellation, Non-Renewal, Reduction in insurance
coverage and/or limits and ten (10) days written notice of non-payment of premium shall be sent to: Risk
Management Office, City of Des Moines, City Hall, 400 Robert D. Ray Drive, Des Moines, Iowa 50309.
This endorsement supersedes the standard cancellation statement on the Certificate of Insurance to which
this endorsement is attached.
                                                                                             EXHIBIT B
                                                                                  Insurance Endorsement
                                                                        Des Moines International Airport



                                                    47
                    I.      STANDARD PROVISIONS AND REQUIREMENTS
                              FOR REQUESTS FOR PROPOSALS (RFPs)

1.     Proposal Must Be Signed by Proposer or Its Officer or Designated Agent
A proposal submitted in response to the City’s Request for Proposals shall be signed by the proposer if an
individual, or by an officer of the proposing firm, or by a designated agent empowered to bind the firm in a
contract.

2.     Partnership and Joint Venture Proposals; Use of Corporate Name or Fictitious Corporate
Name.
(a)    If a proposal is submitted by two or more persons acting as a partnership, the names of the persons
appearing on the proposal must be followed by the notation -- "a partnership", or words of similar import.


(b)     If a proposal is submitted by two or more persons or corporate entities as a joint venture, the names
of the persons or entities appearing on the proposal must be followed by the notation -- "a joint venture".
In that instance, the proposal must also be signed by all such persons an/or the authorized agents of all
such entities, and the proposal bond or fidelity bond, if any is required, must cover the joint venture. Joint
venture proposals shall identify which person or firm will act as lead person of firm.

(c)     A proposal submitted by two or more persons or corporate entities without any indication that they
are submitting it as a joint venture, without being signed by all such persons and/or the authorized
representatives of all such entities, and without a proposal bond or fidelity bond covering all such persons
or entities as a joint venture, will be subject to rejection.

(d)     In submitting a proposal and in entering into a contract in response to an RFP, a corporate
entity may use its fictitious corporate name in addition to its legal corporate name, if the fictitious
name is appropriately registered with the Iowa Secretary of State. Proposers are advised to exercise
care in the use of any fictitious name for their firms.

3.      Proposer Questions, Objections or Requests for Information, Clarification or Interpretation
to be Submitted to Procurement Administrator - Proposers Prohibited from Inappropriate
Communication with City Officials or Employees - Inappropriate Communication May Result in
Rejection or Return of Proposals - Inappropriate Communication May be Considered in Evaluation
of Proposals.
In order to ensure an open process and the provision of equal knowledge and opportunity to all potential
proposers, the Procurement Administrator or his/her designee will serve as the sole point of contact for
questions, objections, informational requests and requests for clarification or interpretation during the RFP
process. The City's intention is to avoid such questions, objections, or requests for information or
clarification being posed by an individual proposer and then being answered only for that proposer.
Instead, the City's goal is to allow such questions, objections and requests to be posed by all potential
proposers, and to communicate those questions, objections and requests, and the City's responses, to all
potential proposers.

Consequently, only written questions, objections or requests for clarification or interpretation, submitted
                                                  48
by mail, FAX, or e-mail, will be accepted from potential proposers, and written responses will be issued to
all known potential proposers. Dates and times for acceptance of questions, objections and requests, and
for delivery of written responses, will be detailed in the RFP. Oral questions, objections or requests will
not be accepted. A proposer's conference will be scheduled as provided in paragraph 4, at which
proposer's may submit questions, objections or requests orally or in writing.

After issuance of an RFP by the City, persons or entities who intend to respond to such RFP by submission
of a competitive proposal, and who desire to pose questions, objections, or requests for information,
clarification or interpretation regarding any term, provision, or requirement of the RFP, shall not attempt to
communicate with, in writing, electronically, or orally, any City official or employee other than the City's
Procurement Administrator. After issuance of an RFP, persons or entities who intend to respond to such
RFP by submission of a competitive proposal shall not communicate with, in writing, electronically, or
orally, any other City official or employee in an attempt to gather information which would be helpful in
responding to the RFP, or in an attempt to influence the City's consideration of its competing proposal. All
inappropriate communications with City officials or employees will be reported to the Procurement
Administrator and evaluation and selection committee. Such inappropriate communication by a proposer
or potential proposer may, at the discretion of the Procurement Administrator, constitute grounds for
disqualification of that proposer's proposal, resulting in the Procurement Administrator's refusal to accept
such proposal or in the return of such proposal. Further, the evaluation and selection committee may in its
discretion consider such inappropriate communication in evaluating and scoring such proposal. The
Procurement Administrator will advise City officials and staff of the pendency of RFPs for evaluation or
award, and during the pendency thereof City staff or officials will be prohibited from engaging in
discussion of an RFP with a proposer or potential proposer unless so directed or approved by the
Procurement Administrator.

The foregoing notwithstanding, any proposer or potential proposer who believes that the terms of an RFP
are objectionable, or who believes that the Procurement Administrator or other City staff have not
appropriately responded to its questions, objections, or requests for information, clarification or
interpretation regarding any term, provision, or requirement of the RFP, or who believes that the
Procurement Administrator, other City staff or the evaluation and selection committee have a bias against
it or are treating it unfairly, may communicate its concerns in that regard to the City Manager or City
Council. A proposer or potential proposer shall first communicate its concerns directly to the City
Manager, orally or in writing. If the City Manager cannot resolve the issue to the satisfaction of the
proposer or potential proposer, the City Manager shall, at the request of the proposer or potential proposer,
forward such concerns to the City Council for its consideration.

4.      Proposers Conference.
A mandatory proposers conference will be held on Friday, October 12, 2007, at 10:30am CDT, in the
Cloud Room of the Des Moines International Airport, 5800 Fleur Drive. All persons or entities
interested in or intending to respond to the RFP must attend the proposers conference and participate. At
said conference, any person or entity interested in or intending to respond to the RFP may present, orally
or in writing, questions, objections, or requests for clarification or interpretation as to any term, provision,
or requirement of the RFP. Appropriate city staff will be present at the conference to discuss the
questions, objections, or requests for clarification or interpretation raised or presented to the City at said
conference or presented to the City in writing as provided in paragraph 3 above. Remarks made during
                                                      49
discussions at said conference by any City official or employee shall not be binding upon the City or be
deemed to be the City's official response or position regarding any question, objection, or request for
clarification or interpretation discussed at said meeting.

5.      City's Response to Proposer Questions, Objections, and Requests for Clarification or
Interpretation; Issuance of Addenda to RFP.
The City's Procurement Administrator will respond in writing to all questions, objections, or requests for
information, clarification or interpretation presented to the City as provided in paragraph 3 or raised or
presented at the proposer's conference as provided in paragraph 4. The City’s written response will be
directed to all known potential proposers. Only the City's written responses shall be considered the City's
official response binding upon the City. In addition to making a written response, the City may issue
addenda amending the RFP by changing or deleting the provisions of, or adding provisions to, the RFP.

6.       Collusion Prohibited - Affidavit Required.
 Any agreement or collusion among proposers or prospective proposers, in restraint of freedom of
competition by agreement to propose a fixed price or otherwise shall render the proposals of such
proposers void. Proposers will be required to execute and submit with their proposals a Non-Collusion
Affidavit in the form appended hereto as Attachment 1. Any disclosure by one proposer to another
proposer of the content of a proposal in advance of the submission of proposals shall render the proposals
of both such proposers void, and may at the discretion of the Procurement Administrator render the RFP
proceedings void.

7.      Gratuities Prohibited.
(a) The laws of Iowa provide that it is a felony to offer, promise, or give any thing of value or benefit to
government employees with the intent to influence that employee’s acts, opinion, judgment or exercise of
discretion with respect to that employee’s duties. Evidence of violations of this clause will be turned over
to the appropriate law enforcement agency.
(b) The City of Des Moines provides reimbursement for transportation lodging, meals and miscellaneous
expense for its employees incurred while on duty and engaged in the preparation or evaluation of RFPs.

8.      Proposals Not Confidential; Proposer Requests for Confidentiality Under Iowa Open
Records Law, Chapter 22 of Iowa Code; Disclosure of Proposal Content.
Under Chapter 22 of the Iowa Code, “Examination of Public Records”, all records of a governmental body
are presumed to be public records, open to inspection by members of the public. Section 22.7 of the Iowa
Code sets forth a number of exceptions to that general rule, establishing several categories of “confidential
records”. Under this provision, confidential records are to be kept confidential, “unless otherwise ordered
by a court, by the lawful custodian of the records, or by another person duly authorized to release such
information”. Among the public records which are considered confidential under this Iowa Code provision
are the following:

       3. Trade secrets which are recognized and protected as such by law.
       6. Reports to governmental agencies which, if released, would give advantage to competitors and
       serve no public purpose.

Under Chapter 22 of the Iowa Code, the City, as custodian of the proposal submitted in response to a
                                                50
Request for Proposals, may, but is not required, to keep portions of such proposals confidential under
exceptions 3. and 6. noted above. If a responding individual or company determines that a portion or
portions of its proposal constitute a trade secret, or should otherwise be kept confidential to avoid giving
advantage to competitors, a confidentiality request may be submitted with the proposal identifying
which portion or portions of the proposal or bid should be kept confidential and why. The burden will be
on each individual proposer to make such confidentiality request and to justify application of a
confidentiality exception to its proposal. The City will not under any circumstance consider the entire
proposal to be a confidential record.

If a request is thereafter made by a member of the public to examine a proposal including the portion or
portions thereof for which a confidentiality request has been made, the City will so notify the proposer and
will keep confidential that portion of the proposal covered by the confidentiality request, pending action by
the proposer requesting confidentiality to defend its request. In that notification, the proposer requesting
confidentiality will be given not more than 5 calendar days within which to file suit in Polk County District
Court seeking the entry of a declaratory order and/or injunction to protect and keep confidential such
portion of its proposal. Absent such action by a proposer requesting confidentiality, and absent the entry
of a court order declaring such portion or portions of the proposal confidential, the entire proposal will be
released for public examination.

If the process for selecting the best proposal includes two or more evaluation stages, in which proposals
are evaluated at each stage and the field of competing proposals is reduced, all proposals submitted shall
be kept confidential, pursuant to Section 22.7 of the Iowa Code, subsection 6 cited above, until completion
of the final stage of the evaluation process in order to avoid giving advantage to competing proposers.
Upon completion of the final stage in the evaluation process, all competing proposals shall be subject to
disclosure, if not otherwise determined confidential as above provided.

9. Proposal to Include Only Market Available Equipment and Field Tested Software Unless
Otherwise Provided
(a)     All equipment, features, and attachments which are proposed must have been formally announced
for market purposes before the date the proposal is submitted to the City.
(b)     All proposer supplied programs/software referred to in the proposal must be field operational
before the date the proposal is submitted, unless the services to be provided in response to the RFP include
program/software development.
(c)     Demonstrations must utilize the proposed equipment, programs or software precisely as proposed.
(d)     Unless otherwise specified in the specifications, all items on which a proposer submits a proposal
shall be new, of the latest model or manufacture and shall be at least equal in quality to that specified in the
bidding documents.

10.     Proposer Required to Identify Patented Equipment, Processes, Materials, or Hardware, and
Copyrighted Text, Information, Data, or Software Included in Its Proposal; Proposer Required to
Include with Its Proposal any Licenses Which City Will be Expected to Execute.
(a)     Proposers shall be required to identify any patented equipment, processes, materials, or hardware,
or any copyrighted text, information, data, or software, which it proposes to supply as part of the goods it
is required to provide under the RFP or which it proposes to supply as part of the services it is required to
perform under the RFP. Every proposer shall likewise identify the licensing agent for such patented or
                                                     51
copyrighted items, and shall provide with its proposal a copy of any licensing or use agreement which the
City will be expected to execute for the use of such patented equipment, processes, materials, or hardware,
or copyrighted text, information, data, or software included in a proposer's proposal, as well as the
anticipated cost to the City, if any, for such use under license or agreement. The proposer to whom the
contract is awarded shall be required to warrant that the intellectual property rights of third parties
(copyright, trademark, or patent) will not be violated by the proposer's or City's use of any equipment,
process or service provided in response to the RFP.

(b) All software provided to the City pursuant to a proposer's proposal shall be fully documented. This
documentation shall consist of pertinent technical documentation and operator documentation including
the following, as applicable:

♦ Proprietary source code escrow option Database definitions and file structures;
♦ Variable descriptions, variable cross-references and subroutine calling sequences;
♦ Interface specifications;
♦ Requirements traceability matrix;
♦ Communication protocols including field device protocol;
♦ Security documentation;
♦ System backup and recovery procedures;
♦ System operational procedures and error handling;
♦ Hard copy user manual segregated into chapters (or volumes) which group topics according to whether
  the software is used from TMC operator stations, from remote computers, and from either of the above;
♦ On-line user manual or help facility;
♦ Warrantees on software; and
♦ Licenses and liens.

The proposer may use different methods for documentation if it provides sufficient information as
determined by the City. All documentation shall be submitted to the City for final approval.

(c) Source Code Escrow. Rights to intellectual property developed, utilized, or modified by the proposer
in the performance of the services shall remain the property of the proposer. However, program source
libraries, source code, flow charts of source code, database definitions, file structures, communications
protocols, variable descriptions, variable cross-references, subroutine calling sequences, and other
documentation are elements of the work product without which the City would be at a severe loss should
the proposer be unable or unwilling to provide service for the life of the software. For this reason, the
successful proposer shall, to the extent required by the RFP, be required to provide an independent escrow
agent to handle such proprietary work product documentation which shall be transferred from escrow
agent to the City in the event that the Contractor fails to provide service at a reasonable and justifiable
price during the life span of the software.

11.    Not Used

12.     Proposers to Provide Evidence of Ability to Obtain Insurance.
If insurance is required by this RFP, each proposer shall be required to provide evidence satisfactory to the
                                                    52
City that it can obtain the required insurance coverages. For this purpose, each proposer shall submit with
its proposal the certification form appended to this RFP as Attachment 3, in which the proposer's insurance
agent will be required to certify that the proposer can obtain the required insurance coverages. Failure to
submit the required certification form shall grounds for rejection of the proposal.

13.     Evaluation and Selection Committee; Procedure for Evaluation and Recommendation as to
Selection of Best Proposal.
(a)     Competing proposals submitted in response to the RFP shall be evaluated by an evaluation and
selection committee appointed by the director of the department sponsoring the RFP. The evaluation and
selection committee shall, at the department director's discretion, be composed of city staff members,
consultant representatives if a consultant was utilized in formulating the RFP, and other persons deemed
knowledgeable of the goods and/or services being procured. The evaluation and selection committee
("committee") will utilize the evaluation criteria and scoring methodology set forth in this RFP in making
its determination as to the best proposal.

(b)     Upon completing its evaluation and the scoring of competing proposals, the committee shall make
a written report of its determination and recommendation as to the selection of the best proposal. The
report will be filed with the department director and Procurement Administrator, and the report and Notice
of Intent to Award will be provided to all competing proposers by ordinary mail, FAX or e-mail at the
address, FAX number or e-mail address shown in their proposals at least 5 days prior to the appeal
deadline set forth in the Notice of Intent to Award.

14.     Appeal of Evaluation and Selection Committee Recommendation - Proposer Objections to be
Submitted in Writing - Resolution of Proposer Objections.
(a)     Opportunity for Proposers to Appeal Evaluation Committee Recommendation as to Selection of
Best Proposal - Required Submission in Support of Objection.
A proposer who is aggrieved by the evaluation and selection committee's determination and
recommendation as to the selection of the best proposal, as set forth in the committee's report, may appeal
such determination and recommendation by filing a written objection thereto with the Procurement
Administrator within the appeal deadline set forth in the Notice of Intent to Award. Such objections may
be filed in person or by mail, FAX or e-mail. In its written objection, the appealing proposer shall set
forth all of its objections to the committee's recommendation and all arguments in support thereof, and
shall attach thereto all documentation supporting its objections which it intends to rely on in making its
appeal. The appealing proposer may request a hearing on its appeal, but the determination whether to hold
a hearing or to determine the appeal on the basis of the record made in the written objection shall be
discretionary with the City Manager. Alternatively, the City Manager may, after the issuance of an RFP,
authorize use of the alternative appeal procedure provided in section 2-757 of the Des Moines Municipal
Code where it is determined that use of the appeal procedure provided in this section will unduly delay the
City's procurement of necessary goods and/or services. The City Manager's decision, made after the
issuance of an RFP, to utilize this alternative appeal procedure shall be communicated to all proposers
prior to or contemporaneously with the provision of the report of the evaluation and selection committee
and Notice of Intent to Award.

(b)   City Manager or Hearing Officer to Review Proposer's Objections; Hearing Optional.
Upon the timely filing of a written objection by an aggrieved proposer as above provided, the City
                                                53
Manager shall review such objection and determine if a hearing will be held to assist in determining the
appeal. The City Manager shall likewise determine if the appeal will be determined by the City Manager or
if it will be determined by an appeal officer selected by the City Manager. If the City Manager decides that
the appeal will be decided pursuant to an appeal hearing, the City Manager shall set the time, date, and
place of a hearing on such objection, and shall cause written notification of the hearing to be provided to
the appealing proposer and all proposers. The City Manager may set for hearing at the same time, date,
and place the objections of two or more proposers. Upon the request of an objecting proposer, the hearing
may for good cause shown be rescheduled, provided that the hearing is held not more than 10 days after
the filing of the written objection. In the appeal, the burden of persuasion shall be upon the appealing
proposer. If a hearing is held, the appealing proposer shall be required to present its evidence first, and
shall be entitled to examine the chair of the evaluation and selection committee, or such other member as
may then be available. The hearing shall be electronically recorded, and upon the prior approval of the
City Manager or appeal officer, the appealing proposer may at its expense cause the proceedings to be
reported and transcribed. A transcription of the proceedings shall be made available to the City at no cost.
 For purposes of this appeal provision, the Deputy City Manager may act in the absence or unavailability
of the City Manager.

(c)    Report of City Manager or Hearing Officer to City Council and to Appealing Proposer
Upon completing the review of the appealing proposer's written objection, or upon the conclusion of the
hearing, the City Manager or the designated hearing officer shall make a written report setting forth the
determination of the appeal. All objections made by the appealing proposer shall either be affirmed or
overruled. The report shall immediately be forwarded to the appealing proposer.

If an appealing proposer's objection is affirmed, the City Manager or hearing officer shall reject the
recommendation of the evaluation and selection committee, and shall direct the committee to reconvene to
reevaluate the proposals submitted in response to the RFP. In conducting its reevaluation, the committee
shall consider all objections affirmed by the City Manager or hearing officer. Upon completing its
reevaluation, the committee shall make a written report of its determination and recommendation as the
selection of the best proposal, and shall file the report with the City Manager and mail same to competing
proposers.. Such determination and recommendation shall be subject to appeal as herein provided.

If an appealing proposer's objection is overruled, the City Manager's or hearing officer's report shall be
forwarded to the City Council, and the appealing proposer and all competing proposers shall be given
written notification of the date of the Council meeting at which said report and the recommendation of the
evaluation and selection committee will be considered by the City Council.

(d)      City Council's Consideration of City Manager's / Hearing Officer's Report and of the Appealing
Proposer's Objections.
When the City Manager's or hearing officer's report comes before the City Council for consideration, the
City Council may affirm or overrule the findings and determination of the City Manager or appeal officer
as set forth in said report. The City Council may, in its discretion, hear presentations by the appealing
proposer and by competing proposers with respect to the appealing proposer's objections, and with respect
to the findings and determination of the City Manager or hearing officer. If the City Council agrees to hear
such presentations, it may limit the length of such presentations, and all proposers will be given an equal
opportunity to speak. The City Council's decision shall be considered final.
                                                    54
If the City Council votes to overrule the report of the City Manager or hearing officer, the recommendation
of the evaluation and selection committee shall be considered rejected, and the City Council may direct the
committee shall reconvene to reevaluate the proposals submitted in response to the RFP, or the City
Council may award the contract as it determines appropriate.

If the City Council votes to affirm the report of the City Manager or hearing officer, it shall then take up
and consider the recommendation of the evaluation and selection committee.

(e)     The City Council’s decision shall be considered final.

15.      City Council Consideration of Evaluation and Selection Committee Recommendation as to
Best Proposal - Opportunity for Input by the Public.
When the evaluation and selection committee's recommendation comes before the City Council for
consideration, the City Council may request that the proposer whose proposal is recommended for
selection appear before the Council to give a presentation or to answer questions regarding its proposal.
Competing proposers will not be allowed to speak at that time unless a prior request has been made by
such a proposer and permission to speak granted by the Mayor, or unless a City Council member requests
that the competing proposer be allowed to speak and the Council consents to such request. Members of the
public may likewise be allowed to speak regarding the selected proposal.

16.    Rejection Of Proposals.
The City reserves the right to reject any or all proposals in whole or in part received in response to the
RFP. The City will not pay for any information requested in the RFP, nor is it liable for any cost incurred
by a proposer in responding to the RFP.

17.    City Council Selection of Best Proposal and Authorization to Execute Contract with
Successful Proposer - Notification of Successful Proposer.
The City Council will by resolution approve the proposal which it selects as the best proposal and
authorize execution of a contract, either by the Mayor or by the City Manager. Upon the City Council's
approval of the proposal, the Procurement Administrator will give notice advising the proposer whose
proposal was selected (hereafter the "successful proposer") what actions must be taken to complete the
formation of the contract.

18.     Insurance and Indemnity Requirements (See Attachment)
The successful proposer will, in its contract with the City, be required to agree to defend, pay on behalf of,
indemnify, and hold harmless the City of Des Moines, Iowa, its elected and appointed officials, employees
and volunteers and others working on behalf of the City, as more particularly provided in Attachment 2
hereto. The successful proposer will also be required to obtain and maintain in continuous effect during the
term of its contract with the City, and while any of its obligations under said contract remain unsatisfied, the
insurance coverages set forth in Attachment 2 hereto, with amounts, coverages, limits, exclusions, and
endorsements as therein provided.

19.     Not Used

                                                      55
20.    Formation of Contract.
Contract to be Negotiated and Executed Upon Selection by Evaluation and Selection Committee or
Council Selection of Best Proposal / Designation of Successful Proposer.
(a)    Finalization of Contract Terms Subject to Negotiation.
At the option of the department, upon issuance of the Notice of Intent to Award or upon City Council
approval of the recommendation of the evaluation and selection committee and authorization to execute
the contract, the selected/successful proposer shall be required to immediately commence negotiations to
conclude a contract with the City for the provision of the (goods)(services) proposed in response to the
RFP. Only those terms identified as negotiable in the RFP shall be subject to negotiation.

(b)    Submission of Evidence of Insurance by Successful Proposer
Upon City Council approval of the recommendation of the evaluation and selection committee, and
authorization to execute the contract, the successful proposer shall submit a certificate or certificates of
insurance evidencing insurance coverages of the type and amount, and with the endorsements, required by
Attachment 2, "Indemnity and Insurance.

(c)     Execution of Contract by Successful Proposer.
Upon the successful conclusion of contract negotiations by the City and successful proposer, and/or upon
the City's completion of a form of contract incorporating the terms of proposal submitted by the successful
proposer in its RFP, the successful proposer shall be requred to execute the contract and return it to the
City within the time specified by the City. The contract must be executed by the successful proposer if an
individual, or by the authorized representative or representatives of any partnership or corporation making
or joining in the proposal, and all signatures must be notarized.

(d)    Execution of Contract by the City.
Upon the Risk Manager's approval of the evidence of insurance submitted by the successful proposer, and
upon the Legal Department's approval of the form of contract executed by the proposer, the Mayor or City
Manager will execute the contract as directed by the City Council, and the City Clerk will attest the
signature of the Mayor or City Manager.

(e)    Successful Proposer's Failure to Execute Contract or to Submit Required Insurance.
The successful proposer's refusal to negotiate contract terms as provided in the RFP, or its refusal to limit
negotiations to the terms identified in the RFP, shall be considered a default by the proposer and shall be
grounds for forfeiture of the proposer's proposal bond and rejection of proposer's proposal. The successful
proposer's failure to submit an insurance certificate or certificates evidencing required insurance
coverages, shall be considered a default by the proposer and shall be grounds for rejection of proposer's
proposal.


21.     Proposal Obligations.
The contents of this RFP, of a proposal submitted in response thereto, and of the City's official response to
a question, objection, or request for clarification or interpretation regarding the RFP, and of any exception
to the RFP submitted by the successful proposer and accepted by the City, shall become part of the
contractual obligation and shall be deemed incorporated by reference into the ensuing contract.

                                                    56
22.    Disposition of Proposals.
All proposals submitted in response to the RFP become the property of the City and will not be returned to
unsuccessful proposers.

23. Assignment of Contract Prohibited Unless Approved in Writing by the City.
No contract awarded pursuant to RFP shall be assignable by the successful proposer without the written
consent of the City Manager.

24.     Statutes and Rules.
Chapter 18, Code of Iowa, and Chapter 2, Municipal Code of the City of Des Moines, contain policies and
procedures for procurement under which this request for proposal is issued. The terms and conditions of
this bid or request for proposal, the resulting contract or purchase order or activities based upon this bid or
request for proposal shall be construed in accordance with the laws of Iowa. Where statutes and
regulations of the United States Government are referenced herein, they shall apply to this request for
proposal and resulting purchase order or contract. Wherever differences exist between federal and state
statutes or regulations affecting this procurement, interpretation shall be in the direction of that which is
most beneficial to the interests of the City of Des Moines.


25.     Attachments.
        (a)   Attachment 1: Non-Collusion Affidavit
        (b)   Attachment 2: Insurance and Indemnity / Endorsements
        (c)   Attachment 3: Proposer's Certification Regarding Insurance
                            Certification of Proposer's Insurance Agent Regarding Proposer's Ability to
                            Obtain Required Insurance Coverages.

II.     GENERAL TERMS AND CONDITIONS

1.      EXCLUSIVE CONTRACT
The contract which results from this Request for Proposals constitutes the exclusive contract between the
parties and incorporates the provisions of these terms and conditions, and supersedes any previous
agreements or contracts, either written or oral. The terms and conditions hereof may not be altered without
prior written consent of both parties.

2.      REMEDIES UPON DEFAULT
In any case where the proposer has failed to deliver or has delivered non-conforming goods or services, the
Procurement Division shall provide a cure notice by mail, FAX, or e-mail. If after notice the proposer
continues to be in default, the Procurement Division may procure goods or services in substitution from
another source and charge the difference between the contracted price and the market price to the
defaulting proposer.

3.     ACTS OF GOD
Proposer shall not be considered to be in default under this contract if performance is delayed or made
impossible by an act of God, floods, fires, strikes, and similar events; but in each such case, the delay or
impossibility must be beyond the control and without the fault or negligence of proposer. It shall be the
                                                     57
responsibility of the proposer to promptly advise the Purchasing Division of the delay. The City may elect
to cancel all orders on file with the proposer and place the order with another proposer.

4.      SUBCONTRACTORS
Successful proposers shall be responsible for all acts and performance of any subcontractor or secondary
supplier that the successful proposer may engage for the completion of any contract with the city. A delay
that results from a subcontractor’s conduct, negligence or failure to perform shall not exempt the proposer
from default remedies. The successful proposer shall be responsible for payment to all subcontractors or
secondary suppliers.

5.      TERMINATION DUE TO NON-APPROPRIATION
Notwithstanding any other provisions of this contract, if funds anticipated for the continued fulfillment of
this contract are at any time not forthcoming or insufficient, either through the failure of the City to
appropriate funds, or due to discontinuance or material alteration of the program for which funds were
provided, then the City shall have the right to terminate this contract without penalty by giving not less
than thirty (30) days written notice documenting the lack of funding, discontinuance or program alteration.

6.      IMMUNITY OF CITY, STATE AND FEDERAL AGENCIES
Proposer shall defend, indemnify, and hold harmless the City, its officers, employees and agents, and any
State or Federal funding source for City from liability arising from proposer’s performance or attempted
performance of this contract and proposer’s activities with subcontractors and all other third parties.

7.      DELIVERY AND ACCEPTANCE
When an award has been made to a proposer and the official purchase order issued and received by the
proposer, deliveries are to be made in the following manner:
1. Deliveries are to be made only to the point specified on the official purchase order. If delivery is made
to any other point it shall be the responsibility of the proposer to promptly reship to the correct location.
Failure to deliver procured goods on time may result in cancellation of an order or termination of a
contract at the option of the City.
2. All delivery charges shall be to the account of the proposer. If not, they must be prepaid and added to
the invoice.
3. The nature of any rejections of a shipment, based on apparent deficiencies disclosed by ordinary
methods of inspection, will be given by the receiving department to the proposer and carrier within a
reasonable time after delivery of the item, with a copy of this notice to the Purchasing Division. Notice of
latent deficiencies which would make items unsatisfactory for the purpose intended may be given by the
City at any time after acceptance.
4. The proposer must remove at the proposer’s expense any item rejected by the City. If the proposer fails
to remove that rejected item the City may dispose of the item by offering the same for sale, deduct any
accrued expense and remit the balance to the proposer.
5. Laboratory analysis of an item or other means of testing may be required after delivery. In such cases,
proposers will be notified in writing that a special test is being made and that payment will be withheld
until completion of the testing process.



                                                    58
8.     ASSIGNMENT
Proposers may not assign contracts or purchase orders to any party (including financial institutions)
without written permission of the City Manager or his/her designee.

9.      ANTI-TRUST ASSIGNMENT
For good cause and as consideration for submitting a proposal, the proposer, through its duly authorized
agent, conveys, sells assigns, and transfers to the City all right, title, and interest in and to all causes of
action it may now or hereafter acquire under the anti-trust laws of the United States and the State of Iowa,
relating to the particular goods or services purchased or acquired by City pursuant to the RFP.

10.   TITLE TO GOODS
Proposer warrants that the goods procured pursuant to the RFP are free from all liens, claims or
encumbrances.

11.     INDEMNIFICATION
To the extent the goods procured pursuant to the RFP are not manufactured in accordance with the City's
design or specification, the successful proposer shall defend, indemnify and hold harmless the City and the
City's assignees, and other users of the goods, from and against any claim of infringement of any Patent,
Trade Name, Trademark, Copyright, or Trade Secret by reason of sale or use of any articles purchased
hereunder. The City shall promptly notify the successful proposer of any such claim.

12.     MISCELLANEOUS
This contract shall be interpreted in accordance with the laws of the State of Iowa, and any action relating
to the contract shall only be commenced in the Polk County, Iowa, District Court or the United State
District Court for the Southern District of Iowa. If any provision of this contract is held to be invalid or
unenforceable, the remainder shall be valid and enforceable.

13. NON-DISCRIMINATION
Proposer acknowledges and agrees:
   • To comply with the Equal Employment Opportunity Program included in the City of Des
      Moines Contract Compliance Program, which is available at
      http://cdm/departments/ENG/Bid_Information/index.htm or from the City Engineer’s Office.
   • To comply with any and all applicable provisions of the Des Moines Human Rights Ordinance,
      Chapter 62 of the Des Moines Municipal Code.
   • Not to discriminate against any employees or applicants for employment on the basis of age,
      race, religion, creed, color, sex, sexual orientation, national origin, ancestry or disability.
   • To include this provision in all agreements associated with this procurement.

14.     WARRANTY
The proposer expressly warrants that all goods supplied shall be merchantable within the meaning of
Article 2-314(2) of the Uniform Commercial Code in effect on the date of the bid or proposal in the City of
Des Moines, Iowa. Additionally, the goods shall conform to specifications, drawings, and other
descriptions and shall be free from defects in materials and workmanship.


                                                     59
15.     CHEMICALS
OSHA 1910.1200, Chapter 89B of the Iowa Code, and 875 Iowa Administrative Code, Chapter 110, Sec.
110.5, require employers to maintain Material Safety Data Sheets (MSDS) for all chemical-containing
products to which its employees are exposed. To ensure City of Des Moines employees have access to the
most current MSD, the City requires the most recent MSDS accompany each delivery of a chemical-
containing product purchased by the City of Des Moines or it authorized agent. IF there is a question
concerning whether a MSDS is needed for a particular product, contact the City's Human Resources/Safety
office at (515) 283-4213. Chemical-containing products include certain office supplies such as "white
out", toner, etc.

16.     COMPLIANCE WITH ALL APPLICABLE LAWS
All goods and/or services shall be provided in compliance with all applicable federal, state, and local
laws and regulations. The proposer expressly warrants and guarantees that the goods and/or services
provided do not violate the rights of third parties, including without limitation, copyright, trademark,
patent or other intellectual property rights or interests.




                                                   60
                                             ATTACHMENT 1

                                   NON-COLLUSION AFFIDAVIT


The Proposer hereby certifies:

1. That this proposal is not affected by, contingent on, or dependent on any other proposal submitted for any
   improvement in the City of Des Moines, Iowa; and

2. That no individual employed by the Proposer was paid or will be paid by any person, corporation, firm,
   association, or other organization for soliciting the bid, other than the payment of their normal compensation to
   persons regularly employed by the Proposer whose services in connection with the making of this proposal were
   in the regular course of their duties for the Proposer; and

3. That no part of the compensation to be received by the Proposer was paid or will be paid to any person,
   corporation , firm, association, or other organization for soliciting the bid, other than the payment of their
   normal compensation to persons regularly employed by the Proposer whose services in connection with the
   making of this proposal were in the regular course of their duties for the Proposer; and

4. That this proposal is genuine and not collusive or sham; that the Proposer has not colluded, conspired, connived
   or agreed, directly or indirectly, with any other proposer or person, to put in a sham proposal or to refrain from
   making a proposal, and has not in any manner, directly or indirectly, sought, by agreement or collusion, or
   communication or conference, with any person, to fix the proposal price of Proposer or of any other Proposer, or
   to otherwise restrain freedom of competition, and that all statements in this proposal are true; and

5. That the individual(s) executing this proposal have the authority to execute this proposal on behalf of the
   Proposer.



                     Proposer


                   Signature

By
                Name (Print/Type)


                       Title


                  Street Address


              City, State, Zip Code

                                                        61
                                        ATTACHMENT 2

                  INSURANCE AND INDEMNIFICATION REQUIREMENTS

1.   GENERAL

Bank shall purchase and maintain insurance to protect Bank and City throughout the duration of this
Agreement. Said insurance companies, "admitted" and "nonadmitted" to do business in the State of
Iowa shall provide insurance, that have no less than an A.M. Best rating of "B+". All policies shall be
written on a per occurrence basis and not a claims-made basis unless otherwise approved by City. All
policies shall be written in form and amounts and with companies satisfactory to City. Certificates of
Insurance confirming adequate insurance coverage shall be submitted to City prior to agreement
execution or commencement of work and/or services.

2.    INSURANCE REQUIREMENTS

A.   WORKERS COMPENSATION INSURANCE: Bank shall procure and maintain during the life
     of this contract, Worker's Compensation Insurance, including Employer's Liability Coverage, in
     accordance with all applicable statutes of the State of Iowa. The coverage limits shall include
     $500,000 each accident for Bodily Injury by Accident, $500,000 each accident for Bodily Injury
     by Disease, and $500,000 policy limit for Bodily Injury by Disease. With regard to activities
     conducted within the Leased Premises, Bank shall provide City a Waiver of Subrogation favoring
     the City of Des Moines, Iowa.

B.   COMMERCIAL GENERAL LIABILITY INSURANCE: Bank shall procure and maintain
     during the term of this Agreement, Commercial General Liability Insurance on a per occurrence
     basis with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate
     combined single limit, Personal Injury, Bodily Injury and Property Damage. Coverage shall
     include the following: (1) Contractual Liability, (2) Premises and Operations, (3) Products and
     Completed Operations, (4) Independent Contractors Coverage, (5) Personal and Advertising
     Injury and (6) deletion of Explosion, Collapse and Underground (XCU), where applicable.
     Coverage shall be no less comprehensive and no more restrictive than the coverage provided by a
     standard form Commercial General Liability Policy (ISO CG 0001, Ed 07/98 with standard
     exclusions "a" through "o" or an equivalent acceptable to City. The policy shall be endorsed to
     provide an Aggregate Per Location Endorsement.

C.   AUTOMOBILE LIABILITY: Bank shall procure and maintain during the life of this
     Agreement, Automobile Liability Insurance with limits of liability of not less than $1,000,000
     per occurrence combined single limit including Bodily Injury and Property Damage. Coverage
     shall include all owned vehicles, all non-owned vehicles, and all hired vehicles. The insurance
     must include Contractual Liability coverage.




                                                  62
E.   UMBRELLA/EXCESS INSURANCE: The General Liability and Automobile Liability
     Insurance requirements above may be satisfied with a combination of primary and
     Umbrella/Excess Insurance. The Umbrella/Excess Insurance shall also be written on a per
     occurrence basis unless otherwise approved by City and shall include the same endorsements as
     required of the primary policy(ies).

E.   INSURANCE FOR OTHER LOSSES: The Bank shall assume during the life of this Agreement,
     full responsibility for all loss or damage from any cause whatsoever to any property brought onto
     City property that is owned or rented by the Bank, or any of the Bank's employees, agents,
     subcontractors, suppliers or their employees, to the extent that such property is utilized in
     carrying out the provisions of this Agreement. The Bank shall cause its insurance carrier(s)
     providing physical damage insurance to the Bank to provide a Waiver of Right of Subrogation
     against the City of Des Moines, Iowa.

F.   CRIME INSURANCE: Bank shall procure and maintain during the life of this Contract Crime
     Insurance on an occurrence basis covering Employee Dishonesty for each loss at a limit of not
     less than $50,000. The insurance carrier shall be liable for direct losses of money, securities, and
     other property of City caused by theft or forgery by any employee of Bank acting alone or in
     collusion with others who are not employees of Bank In addition, the insurance shall include
     coverage for theft, disappearance and destruction at a limit of not less than $5,000 for loss inside
     premises and $5,000 for loss outside of premises. Theft shall mean the unlawful taking of
     money, securities or other property to the deprivation of City. The above are the minimum
     Crime Insurance requirements to be maintained; however, these limits may be adjusted at City’s
     discretion subject to changes in the total value of delinquent accounts provided to the Contractor
     annually. City’s third-party interest shall be covered through the inclusion of a “joint loss payee”
     endorsement. Bank agrees to: (1) submit claims on behalf of City to recover applicable City
     losses and (2) ensure that City receives payment for those losses.

G.   SUBCONTRACTORS: Except for Crime Insurance and the City’s Additional Insured,
     Governmental Immunities and Cancellation and Material Change Endorsements, the Bank shall
     require that any of its agents and subcontractors who perform work and/or services pursuant to
     the provisions of this Agreement meet the same insurance requirements as are required of Bank.

H.   ADDITIONAL INSURED AND GOVERNMENTAL IMMUNITY: Except for Workers
     Compensation and Property insurance, the insurance policies providing the coverage specified in
     Paragraphs B, C, and D above shall include City's Additional Insured and Governmental
     Immunities Endorsements attached as part of Exhibit B. City shall have no liability for any
     premiums charged for such coverage, and the inclusion of City as an Additional Insured is not
     intended to, and shall not make, City a partner or joint venturer with Bank in its operations at the
     Airport.

I.   CANCELLATION OR MATERIAL CHANGE NOTICE The insurance policies providing the
     coverages specified in A through F above shall include City's Cancellation Notice Endorsement.
                                                63
     A copy of the required endorsement is attached as part of Exhibit B.

J.   PROOF OF INSURANCE: Bank shall provide to City a Certificate or Certificates of Insurance
     evidencing all required insurance coverage as provided in Paragraphs A through F and H and I
     above utilizing the latest version of the ACORD form or other such form that is acceptable to
     City. The Certificate(s) of Insurance shall specify under "Description of Operations/ Locations/
     Vehicle/Special Items": (1) the title of the Agreement (2) the following statement: "City’s
     Additional Insured, Government Immunities and Cancellation/Material Change endorsements
     have been included per attached." City's endorsement language shall be attached as a supplement
     to the Certificate(s) of Insurance so as to evidence their inclusion in the coverages required.
     Bank may not operate under the terms of the Agreement until all required certificates and
     endorsements have been submitted and approved by City. All certificates and endorsements shall
     be submitted to: Aviation Director, Des Moines International Airport, 5800 Fleur Drive, Suite
     201, Des Moines, Iowa, 50321 at least fourteen (14) days prior to the effective date of the
     Agreement.

J.   CHANGES IN COVERAGE LIMITS: If during the term of this Agreement, the Aviation
     Director, in consultation with City's Risk Management Office, determines that the limits of
     coverage are insufficient, City shall provide Bank with sixty (60) days written notice of any
     required changes. Bank shall submit to the Aviation Director new Certificate(s) of Insurance
     indicating that the required changes have been effected. Said certificates shall be submitted to
     the Aviation Director prior to the expiration of the sixty (60) day notification period.

3.   INDEMNIFICATION (HOLD HARNMLESS) PROVISIONS

A.   With regard to activities conducted on or within the Leased Premises, and except for the
     negligence of City, its agents or employees, Bank agrees to the fullest extent permitted by law, to
     indemnify, defend, pay on behalf of, and hold harmless City, its elected and appointed officials,
     its agents, employees and volunteers and others working on behalf of City from and against any
     and all claims, demands, suits, or loss, including any and all outlay and expense connected
     therewith, and for any damages which may be asserted, claimed or recovered against or from
     City, its elected and appointed officials, employees, volunteers or others working on behalf of
     City, by reason of personal injury, including bodily injury or death, and property damages,
     including loss or use thereof, which arises out of or is in any way connected or associated with
     Bank's occupancy or use of the Leased Premises. It is the intention of the parties that City, its
     elected and appointed officials, agents, employees, volunteers or other working on behalf of City
     shall not be liable or in any way responsible for injury, damage, liability; loss, including loss of
     money; or expense resulting to Bank, its officers, employees, subcontractors, others working on
     behalf of Bank, and those it brings onto City Premises, due to accidents, mishaps, misconduct,
     negligence or injuries either in person or property arising out of the Bank’s occupancy or use of
     the Leased Premises, except for and to the extent caused by the negligence of the City.

B.   Bank expressly assumes full responsibility for any and all damage to the Leased Premises
     resulting from Bank’s occupancy or use of the Leased Premises including its officers, employees,
     agents, subcontractors, others working on behalf of Bank, and those it brings on to the Leased
                                                 64
     Premises. Any damage or repair to the ATM and related equipment of the Bank shall be the
     responsibility of Bank except for and to the extent caused by the negligence of the City.

C.   Bank represents that adequately trained personnel will supervise its activities pursuant to this
     Agreement, and Bank will observe, and cause its officers, employees, subcontractors and those it
     brings on to the Leased Premises to observe all safety rules for the facility and activity. Bank
     acknowledges that City has no duty to and will not provide supervision of such activity.

4.   WAIVER OF SUBROGATION PROVISION

To the extent permitted by law, Bank hereby releases City, its elected and appointed officials, its
agents, employees and volunteers and others working on behalf of City, from and against any and all
liability or responsibility to Bank or anyone claiming through or under Bank by way of subrogation or
otherwise, for any loss or damage to property caused by fire. This provision shall be applicable and in
full force and effect only with respect to loss or damage occurring during the time of Bank's occupancy
or use of the Leased Premises, and Bank's policies of insurance shall contain a clause or endorsement
to the effect that such release shall not adversely affect or impair such policies or prejudice the right of
Bank to recover thereunder.




                                                    65
                                      CITY OF DES MOINES, IOWA
                                            ENDORSEMENTS

                                          CITY OF DES MOINES, IOWA
                                      ADDITIONAL INSURED ENDORSEMENT

The City of Des Moines, Iowa, including all its elected and appointed officials, all its employees and volunteers, all its
boards, commissions and/or authorities and their board members, employees, and volunteers, are included as Additional
Insureds with respect to liability arising out of the Contractor’s work and/or services performed for the City of Des Moines,
Iowa. This coverage shall be primary to the Additional Insureds, and not contributing with any other insurance or similar
protection available to the Additional Insureds, whether other available coverage be primary, contributing or excess.


                                           CITY OF DES MOINES, IOWA
                                 GOVERNMENTAL IMMUNITIES ENDORSEMENT
                               (For use when including the City as an Additional Insured)

1. Nonwaiver of Government Immunity. The insurance carrier expressly agrees and states that the purchase of this policy
and the including of the City of Des Moines, Iowa as an Additional Insured does not waive any of the defenses of
governmental immunity available to the City of Des Moines, Iowa under Code of Iowa Section 670.4 as it now exists and as
it may be amended from time to time.

2. Claims Coverage. The insurance carrier further agrees that this policy of insurance shall cover only those claims not
subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be
amended from time to time.

3. Assertion of Government Immunity. The City of Des Moines, Iowa shall be responsible for asserting any defense of
governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurance carrier.
Nothing contained in this endorsement shall prevent the carrier from asserting the defense of governmental immunity on
behalf of the City of Des Moines, Iowa.

4. Non-Denial of Coverage. The insurance carrier shall not deny coverage under this policy and the insurance carrier shall
not deny any of the rights and benefits accruing to the City of Des Moines, Iowa under this policy for reasons of
governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of
governmental immunity asserted by the City of Des Moines, Iowa.

5. No Other Change in Policy. The insurance carrier and the City of Des Moines, Iowa agree that the above preservation of
governmental immunities shall not otherwise change or alter the coverage available under the policy.



                                    CITY OF DES MOINES, IOWA
                         CANCELLATION AND MATERIAL CHANGES ENDORSEMENT



Thirty (30) days Advance Written Notice of Cancellation, Non-Renewal, Reduction in insurance coverage and/or limits and
ten (10) days written notice of non-payment of premium shall be sent to: Risk Management Office, City of Des Moines,
City Hall, 400 Robert D. Ray Drive, Des Moines, Iowa 50309. This endorsement supersedes the standard cancellation
statement on the Certificate of Insurance to which this endorsement is attached.



                                                             66
                             ATTACHMENT 3

 CERTIFICATION OF PROPOSER’S INSURANCE AGENT REGARDING PROPOSER’S
          ABILITY TO OBTAIN REQUIRED INSURANCE COVERAGE

I hereby certify that my client, as identified below, will be able to
meet all of the insurance requirements of Attachment 2, has been
advised of any additional costs associated with doing so, and has
agreed to obtain such coverages if selected as the successful
proposer of the RFP to which my client has responded:


Legal Name of Proposer:

_______________________________________________________________


Name/Address/Phone/FAX # of Insurance Agency:

______________________________________________________________

______________________________________________________________

______________________________________________________________

Phone_________________________FAX____________________________

Name of Agent/Broker (Print):

______________________________________________________________

Signature of Agent/Broker:

______________________________________________________________


Date of Signature:   _______________________________________________

Signature and stamp of Notary Republic

_______________________________________________________________



Contact the City of Des Moines Risk Manager, Mark Schultz, at 515-
283-4107, for additional information regarding these requirements.

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