The URL can be used to link to this page

Backup Documents 05/10/2022 Item #16G1ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 16 G 1 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink pap _ . i he -,—j _ . . --1 t...1:.... . ,..,. U. U .... ,.:, 1_ attorney OM CC :it the time the item is placed on the agenda. all completed rontint, clips :rod or•i-insl documents must be received in the County attorney Office no later than Monday preceding the Board meetin... **NEW** ROUTING SLIP Complete routing lines # I through #2 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the exception of the Chairman's signature, draw a line through routing lines # 1 through #2, complete the checklist, and forward to the Countv Attomev Office. Route to Addressees (List in routing order) Office Initials Date 1. County Attorney Office SPIT CAO 2. Board of County Commissioners Office BOCC (l ,`Z. 3. Minutes and Records Clerk of Court's Office /V u {l Lz. 11 ZZ 4. Send signed copy to Heather Meyer Heather.meyer@colliercountyfl.gov GMD South/Airport Authority 9-m PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above, may need to contact staff for additional or missing information. Name of Primary Staff Heather Meyer/ Airport Authority 239-252-5765 Contact / Department Agenda Date Item was May 10, 2022 Agenda Item Number 16G.1 Approved by the BCC Type of Document Lease for Collier Mosquito Control at the Number of Original I Attached Immokalee Airport / Documents Attached PO number or account N/A number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is Yes N/A (Not aivrovriate. Initial Applicable) 1. Does the document require the chairman's original signature STAMP OK HM 2. Does the document need to be sent to another agency for additional signatures? If yes, HM provide the Contact Information(Name; Agency; Address; Phone on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be HM signed by the Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike -through and revisions have been initialed by the County Attorney's HM Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the HM document or the final negotiated contract date whichever is applicable. 6. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's signature and initials are required. 7. In most cases (some contracts are an exception), the original document and this routing slip HM should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on May 10, 2022 and all changes made N/A is not during the meeting have been incorporated in the attached document. The County SR? /my an option for Attorne 's Office has reviewed the changes, if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC, all changes directed by the BCC have been made, and the document is ready for the an option for Chairman's signature. 5f211/ this line. 1: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05; Revised 11/30/12 Melinda S. Ragan 16 G I To: MeyerHeather Subject: Agenda Item Number 16G1 from 05/10/22 BCC Meeting Attachments: 16G1 051022 BCC Meeting Lease for Collier Mosquito Control at the Immokalee Airport.pdf Hello Heather, Please find the attached Lease for your records. Thank You! Mende Ragan BMR & VAB Deputy Clerk Office: 239-252-8411 Fax: 239-252-8408 Melinda.RaRan(@ColIierClerk.com Office of the Clerk of the Circuit Court & Comptroller of Collier County 3399 Tamiami Trail E, Suite #401 Naples, FL 34112 www.CollierClerk.com 16Gi THIS LEASEHOLD AGREEMENT (this "Lease") is made as of the IOf1%day ofJT -AV_, 2022 by and between COLLIER COUNTY, a political subdivision and political subdivision of the State of Florida, acting as the COLLIER COUNTY AIRPORT AUTHORITY, with administrative offices located at 2005 Mainsail Drive, Suite 1, Naples, Florida 34114 (hereinafter referred to as the "Authority"), and Collier Mosquito Control District, an Independent Special District and political subdivision of the State of Florida, with admhtistrative offices located at 600 North Road, Naples, Florida 34104 (hereinafter referred to as the "Tenant") (the Authority and Tenant are collectively referred hereto as the "Parties"), The Parties hereby mutually covenant, agree, and promise as follows: I. PARTIES. The Authority's address, telephone number and email are: Collier County Airport Authority 2005 Mainsail Drive, Suite 1 Naples, Florida 34114 Attn: Andrew Bennett, Executive Airports Manager Phone: 239-252-8425 Email: Andrew,Bemiett@colliercountyfl.gov The Tenant's address, telephone number and email are: Collier Mosquito Control District 600 North Road Naples, FL 34104-3464 Phone: 239-436-1000 Email: plinn@cmed.org 2. PURPOSE. The purpose of this Lease is for Tenant to lease from the Authority a parcel of land (the "Premises"), located on the lmmokalee Regional Airport (the "Airport"), as more particularly described, and shown in Exhibit "A" attached hereto and made a part hereof, on which Tenant covenants, agrees, promises, and intends to construct improvements as required and approved by the Authority in accordance with the terms and conditions of this Lease, The Authority's representative for purposes of this Lease is its Executive Airports Manager (the "Airports Manager"), 3. STATQ9, NT Or LEASE. Tenant shall operate its aviation and related mosquito control district activities (which are an essential governmental service) on the Premises for the health, safety and welfare of the citizens living or working within the geographical boundaries of Tenant, In consideration of the payment of rent and the faithful performance by Tenant of the terms, conditions, and covenants herein contained, the Authority does hereby lease to Tenant the Premises, together with any improvements now existing or hereafter constructed thereon. 4. LEASE TERM, The Premises are leased by the Authority to Tenant for a term (the "Lease Term") that shall -i- a 1bG1 commence upon the date the Parties execute this Lease and shall continue uninterrupted until forty (40) years fi•om Tenant's satisfactory completion of construction and its obtaining a Certificate of Occupancy fro►n Collier County, Florida, for the Initial Hangar/Connector Facilities in accordance with Section 13 of this Lease (the "Initial Certificate of Occupancy Date"), and shall continue uninterrupted thereafter for forty (40) years (the "Expiration Date"), unless the Lease Term shall be sooner terminated as hereinafter provided. Upon expiration or termination of the Lease Term or any extension thereof agreed to by the Parties as herein provided, Tenant hereby waives any demand for possession of the Premises or any structure or improvement then situated thereon, including, without limitation, improvements made at Tenant's expense, and Tenant agrees to vacate and return the Premises to Authority peaceably, quietly and in good order and condition, ordinary wear and tear excepted, and shall deliver the keys to the Premises to Authority at its offices described above, Time is of the essence under this Lease. 5. LEASE RENT. A. Rental Rate. Tenant hereby covenants and agrees to pay the stated per square foot rate for the Premises, as depicted and described on Exhibit "A," a parcel of land agreed to contain approximately 351,025 square feet of aeronautical use property and approximately 98,950 square feet of non -aeronautical use property. The lease rental rate to be paid by Tenant for the Premises shall be $53,711,58 annually (the" Base Rental" at $0,1098 per square foot aeronautical use and $0,1533 per square foot non -aeronautical use), which shall be paid in equal monthly installments of$4,475.97 (the "Rent") and shall be due and payable by the first day of every calendar month during the term hereof (the "Due Date"). The Tenant is sales tax exempt and will provide the Authority a copy of its Certificate of .Exemption upon execution of this Lease. If any sales taxes now or hereafter become due with respect to the Rent payable by Tenant, then Tenant shall be solely responsible for payment of such sales taxes. Notwithstanding the foregoing, the obligation to pay the Rent shall not commence until the Initial Certificate Of Occupancy Date (issued upon completion of the Initial Hangar/Connector Facilities), although all other obligations and responsibilities owed under this Lease shall run from tite date that the Parties sign this Lease. If the obligation to pay Rent pursuant to the terms of this Lease commences on a day other than the first day of the month (based upon the Initial Certificate Of Occupancy Date), the Tenant shall pay rent equal to one thirtieth (1/30") of the monthly rental multiplied by the number of rental days of such fractional month as of that commencement date. B, Increase in Rental Rate, The lease rental rate shall at no time be less than the Base Rental. The Authority and Tenant, however, agree and stipulate that the lease rental rate may be unilaterally increased by the Authority, annually in accordance with the Authority's lease rental rate adjustment program as set forth in the Authority's Rates and Charges on file in the offices of the Airports Manager so long as such lease rental rate adjustment program is uniformly applied to all tenants at the Airport leasing under similar lease agreements. If the Authority exercises its right to unilaterally increase the Base Rental rate in accordance with the terms and conditions of this Lease, the Rent shall be adjusted accordingly, though still to be paid in equal monthly installments. Currently the Authority's lease rental rate adjustment program is based on changes in the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index (the Index for U.S. City Average for Urban consumers), C. Place of Payment. All Rent and fees shall be made payable to the Collier County Airport Authority, and mailed by first class letter, postage prepaid, or personally delivered, to the Administrative Offices at 2005 Mainsail Drive, Suite 1, Naples, Florida 34114, or such other address as the Airports Manager may designate in writing. Payments shall be made in cleared funds by cash, check or electronic transfer regularly and monthly without notice from the Authority during the Lease Term. ,2- 1 B, Termination. The Authority may terminate this Lease, in which case, as its exclusive remedy, and in lieu of any other claims for costs, expenses and damages of any kind related to the proposed relocation and Authority's election to terminate, the Tenant shall be entitled to compensation from the Authority for the fair market value of the leasehold interest, improvements and personal property on the Premises taken for the balance of the Lease Term (the "Compensation Valuation"), as determined by a qualified licensed appraiser agreed upon by the Parties, which agreement may not be unreasonably withheld by either Party. Tenant hereby waives, disclaims and releases all claims for costs, expenses and damages against the Authority related to cancellation and termination of this Lease hereunder, except for the compensation provided for in this Section. Notwithstanding the foregoing, this Lease may not be cancelled and terminated pursuantto this Section 8 solely to allow the Authority or any other party to take possession of the Premises or any portion thereof for operation of aircraft hangars for lease. The general intent is to prohibit the Authority from terminating this Lease solely to take over the operation established by the Tenant. 9. PERMITTED USE OF PREMISES. Tenant, upon payment of the lease Rent and all applicable fees and taxes, and the faithful performance of such covenants, agreements and conditions required by law, or this Lease, shall and may, continue to peaceably enjoy the Premises. Such quiet enjoyment is conditional upon Tenant adhering to the following terms; A. Aeronautical and Non -aeronautical F.a_cilities, Tenant agrees that the Premises shall be used for the construction (in accordance with plans and specifications designed in accordance with Federal Aviation Administration (FAA)/Airport Standards and with the Authority's input in the proposed design plan review deliverables, and subject to the Authority's prior approval of the final plan set prior to permitting pursuant to this Lease) of approved aeronautical use and non -aeronautical support hangars, buildings and facilities; no other use or occupancy is authorized or shall be permitted, except for those uses relative to mosquito control and commercial aviation uses found in Section 10, witli the prior Approval of the Authority. Except as authorized under this Lease, the Authority retains full control over the activities conducted on the Premises by modifying, amending and interpreting the Rules and Regulations of the Authority; provided, however, no such modifications, amendments or interpretations of the Rules and Regulations of the Authority, unless such change is otherwise required by State or Federal law, shall prohibit or restrict the permitted activities of Tenant set forth in Subsection 9.C, B. Non -Exclusive Use, Tenant and its permitted assignees, subtenants, agents, employees, and customers are permitted non-exclusive use of all runways, taxiways, taxi lanes, roads, rights - of -way and driveways to and from the Premises in common with other airport users, Tenant and its permitted assignees, subtenants, agents, employees, and customers have the right to free access, ingress to and egress from the Premises. The Authority may, at any time, temporarily or permanently close or consent to the closing of any roadway or other right-of-way for such access, ingress to and egress from the Premises presently or hereafter used as such, In such a case, a means of access, ingress and egress reasonably equivalent to that formerly provided shall be substituted and concurrently made available. C. Exclusive Use of Premises for Collier Mosquito Control Aviation and Support Functions, Notwithstanding anything in this Lease to the contrary, Tenant and its employees, contractors and agents shall be permitted (without requiring any prior approval by the Authority) to conduct mosquito control activities at the Premises, including, without limitation, (i) operating, storing, maintaining and repairing fixed -wing aircraft, helicopters, automobiles, and unmanned aerial vehicles, (ii) loading, using and storing aviation fuel, oils, petroleum products, solvents, aircraft cleaning chemicals, lubricants, aircraft maintenance and repair materials, adulticides, larvicides and other mosquito control materials, (iii) performing research and surveillance activities, (iv) providing education and public outreach, (v) -4- 1bGl G. LATE FEES AND CHARGES, A, Right to Legal Proceedings, In the event Tenant fails to deliver to the Authority the Rent, taxes, fees or information as required to be paid or delivered under the provisions of this Lease so that they are received by the Authority no later than the tenth (10th) day of each calendar month, the Authority reserves the right, after providing Tenant written notice and opportunity to cure as required hereunder, to commence any and all legal proceedings, including default proceedings or eviction proceedings, in accordance with the laws of the State of Florida. B. interest Due. If Tenant fails to promptly pay, when due, any full installment of Rent or any other stun payable to Authority wider this Lease, and if said sum remains unpaid for more than ten (10) days past the due date, the Tenant shall pay Authority a late payment charge equal to five percent (5°/o) of each such payment not paid promptly and in full when due. Any amounts not paid promptly when due shall also accrue compounded interest of two percent (2%) per month or the highest interest rate then allowed by Florida law, whichever is higher, which interest shall be promptly paid by Tenant to the Authority, C. Authorit,Ls Right to Term irate Lease, The inclusion of an obligation for Tenant to pay the Authority late charges and interest shall not preclude the Authority from terminating this Lease for Tenant's non-payment of rent, amounts due for fees, taxes, expenses or charges (after providing Tenant written notice and an opportunity to cure as required hereunder), or from enforcing any other provisions contained Herein, 7. RENEWAL. At the sole and absolute discretion of the Authority, provided this Lease is not in default prior to the Expiration Date, the Tenant shall be granted a right of first refusal to lease the Premises from the Authority at the then existing commercial rental rates for improved property on the Airport, under terms and conditions as the Authority may offer other prospective tenants for similar facilities at the Airport, but in no event, shall the rental rate be a lesser amount than that paid by Tenant at the Expiration Date, and it should be anticipated to be a substantially greater amount. The right of first refusal may not be assigned, 8, RIGHT OF TERMINATION OR RELOCATION, The Authority reserves the right to cancel and terminate all or portions of this Lease, upon giving Tenant not less than twelve (12) months' written notice, if cancellation and termination is deemed necessary by the Authority to implement any phase or portion of any Airport Master Plan adopted by Authority, provided, however, the Authority agrees that before such Lease cancellation and termination it may make available and offer to Tenant, for the balance of the Lease Term, upon the same terms and conditions as set forth in this Lease, alternate premises located within the Airport, including hangars, buildings, facilities, structures and improvements, equal to or greater in size than the area of the improved Premises, After the Authority gives Tenant notice of its intent to cancel and terminate this Lease pursuant to this provision, the Authority shall elect in writing one of the following options; A. Relocation, If the Authority elects to relocate Tenant pursuant to this provision and, the Tenant and the Authority mutually agree in writing to such relocation to an alternate premises, then the reasonable actual out-of-pocket costs of moving Tenant's equipment and other property kept on the Premises, to the alternate premises shall be paid by Authority. Further, the reasonable cost of any buildout required as a result of the relocation, as well as the repair or replacement of Tenant's equipment or other property damaged during the relocation, if not otherwise covered by insurance, shall be paid by the Authority, .3. GAO 16Gi conducting any and all other activities authorized by the charter of Tenant as codified under Chapter 2001- 298, Laws of Florida, as amended by Chapter 2004-425, Laws of Florida, and/or Chapter 388 (Mosquito Control), Florida Statutes, all as may be amended from time to time, and (vi) operating and maintaining hangars, buildings, facilities, laboratories, administrative offices and other improvements used in conducting any of the foregoing mosquito control activities. Tenant agrees that it and its approved assignees shall only -use the aeronautical designated facilities for the storage of airworthy aircraft, equipment related to such aircraft and office space. The lease Rental Rate and annual increases required by the Authority and agreed upon herein by the Tenant are, in part, made possible by aeronautical activities at the Airport. The Authority strongly encourages aviation uses of its land and prohibits certain non -aviation uses of the aeronautical Premises, The Authority requires that the Tenant, its approved assignees, always maintain aircraft in its hangars on the Premises; subject to events that may require the relocation of aircraft to another airport during certain times of the year or during utilization of the aircraft. In the event, however, that the Authority determines that no airworthy aircraft has been stored or maintained in tite Premises for a period more than six (6) months, such failure to maintain an aircraft (after providing Tenant written notice and opportunity to cure as required hereunder) shall constitute a non -monetary default subject to the remedies set out in Section 30 of this Lease. 10. LIMITS ON USE. A. Commercial Aviation Enterprise. Except for those uses relative to mosquito control as permitted in Section 9, the operation of any commercial enterprise on the Premises is subject to the advance approval by the Authority in accordance with the Authority's Minimum Standards for Commercial Aeronautical Operators and memorialized in writing between the Parties. Commercial aeronautical operators involved in activities such as flight schools or a maintenance repair and overhaul (MRO) service may be permitted in the office space attached to the hangars with the prior approval of the Authority, It is specifically agreed that nothing herein contained shall be construed as prohibiting Tenant, its approved assignees, subtenants, and all approved future owners of individual condominium units from allowing its own employees, or an approved product service center, warranty provider or maintenance contract servicer, from performing services on their own aircraft in their hangars, All such servicing, maintenance and repair shall be conducted in accordance with Federal Aviation Regulations and applicable law. B, No Exclusive Rights. It is specifically understood and agreed that nothing herein contained shall be construed as granting or authorizing the grant of an exclusive right to Tenant of any aeronautical activity within the meaning of Section 308 of the Federal Aviation Act, C, Activity. Tenant shall not engage in any aeronautical activities other than those described in Sections 9 and 10 of this Lease. D. Rule Compliance, Tenant shall not engage in any activities that violate or departfrom the provisions and intent of the Authority's Rules and Regulations described in Section 16 of this Lease. E, Statutory Compliance. Tenant agrees that it will not use, nor permit the Premises to be used, for any unlawful purpose, defined to include conduct or activity prohibited by Federal, State, local law or ordinance or Authority Rules and Regulations. F. Building Compliance. Tenant may construct, install, erect and maintain buildings or other permanent improvements on the Premises, but only in accordance with plans and specifications which have first been approved in writing by the Authority, at locations approved by the Authority, and in accordance with ordinances, guidelines, rules and regulations of the Federal Aviation Administration (the "FAA"), the Authority, those relevant provisions set forth in the Collier County Land Development Code and the Collier County Code of Laws and Ordinances, and as required by all other governmental agencies having jurisdiction over the land constituting the Premises. -s- 16Gi G, Spatial Limitations, This Lease confers no rights to the subsurface of the Premises more than five (5) feet below the ground level or to the airspace above the existing rooftop of any structural improvement that is or becomes part of the Premises, H. Rights of Authority, The Authority reserves the right to close the Airport or any portion thereof, including without limitation the runway, taxiway, taxilane, apron, terminal buildings, automobile parking facilities when necessary or convenient to further the Authority's management of theAirport. 1, Exclusive Fueling Rights. The Authority retains exclusive fueling rights at the Airport, The Authority retains the right and privilege of making distinctions between the types of available fuels, oils, and services in keeping with the best interest of the Authority, Tenant's Hangar Rental Rate, At no time shall the Tenant's hangar rental rate to approved subtenants be less than the Authority's then established hangar rental rate. 11. CONDITION OF PREMISES AND PERIODIC REHABILITATION. Tenant accepts the Premises, and all improvements and appurtenances thereto, in addition to the land, in their present "as is" condition as suitable for the purpose for which the Premises are leased, A. Contamination. Except as provided in Subsection l 1,C, Tenant shall be responsible for any damage to or contamination of the Premises occurring during Tenant's Lease Term whether or not due to the acts or omissions of Tenant, its officers, employees, business invitees, subtenants or assigns, in violation of any State, Federal or local law or regulation, and will decontaminate the Premises at its own expense if a violation of Federal, State, or local law is charged. If such a violation of Federal, state or local law is charged, then Tenant shall document the decontarnination and provide to the Authority satisfactory evidence that the Premises is not contarninated in violation of any State, Federal or local law or regulation, and the Premises shall not be deemed to be decontaminated until the Authority so states in a written document addressed to Tenant. B. No Liability. The Authority shall not be liable for any damages or loss suffered by Tenant, or for injuries to persons or Premises, unless solely arising from the Authority's negligence or misconduct. C, Liability of Tenant. Tenant further acknowledges that no representations as to the condition of the improvements, structures, paving, or the geology of the soil, on the Premises, expressed or implied, have been made by the Authority, its officers, employees, or agents prior to or at the execution of this Lease, Notwithstanding the foregoing or as elsewhere in this Lease, Tenant, its officers, employees, agents, successors, and assigns, will not be responsible for any damage to or contamination of the Premises if such damage orcontamination is due to or caused by the act of the Authority, or its officers, employees, agents, successors orassigns, D. Due Diligence by Tenant It is the responsibility of Tenant, at its sole cost and expense, to investigate and determine the suitability of the soil, geology, environmental and seismic condition of the Premises for Tenant's intended development, Tenant, at its sole cost and expense, shall have the right to conduct a Phase I Environmental Site Assessment and any additional environmental site assessments of the Premises (collectively "Audit") within sixty (60) days of the date of this Lease, If the Authority or Tenant deems the Premises in its present condition to be unacceptable for its intended use based upon the results of the Audit, the Authority or Tenant may terminate this Lease if (1) Tenant or Authority does so within seventy-five (75) days of the date of this Lease and (2) if the Audit reveals that hazardous substances are or may be present on the Premises. Within thirty (30) days after termination of this Lease ,6- pursuant to the preceding sentence, Tenant shall recover its deposits and previous rent payments made to the Authority under this Lease if the Audit reveals that hazardous substances are or may be present at the Premises. E. Periodic Rehabilitation Required of Tenant, Tenant agrees that (i) on a date between the ninth (9th) and prior to the tenth (I Oth) anniversary date of the Initial Certificate Of Occupancy Date of the Term of this Lease, (d) on a date between the nineteenth (19th) and twentieth (20th) anniversary of the Initial Certificate Of Occupancy Date of the Term of this Lease, (iii) on a date between the twenty ninth (29th) and thirtieth (30th) anniversary of the Initial Certificate Of Occupancy Date of the Term of the Lease and (iv) on a date between three (3) and two (2) years prior to the Expiration Date of the Term of this Lease (each such date an "Inspection Deadline") Tenant shall deliver to the Authority a detailed written inspection report prepared by a commercial building inspector licensed by the State of Florida Department of Business and Professional Regulation's Building Code and Inspection Board (the "Inspection Report") of all of the following improvements on the Prem ises (of both the exterior and interior thereof), certified to the Authority, including, but not limited to, the following, (1) air conditioning (HVAC) systems (if applicable); (2) doors, including the hangar doors, and hardware; (3) electrical systems; (4) elevators (if applicable); (5) exterior lighting systems; (6) signage; (7) fire sprinkler systems (if applicable); (8) security fences; (9) landscape/sprinkler systems; (10) waterpenetration; (11) mold/mildew incursion; (12) paving (parking, apron and tarmac); (13) plumbing systems (if applicable); (14) roofing systems; (15) site drainage; (16) smoke detectors; (17) structural components; (18) termite infestation (if applicable); (19) windows and hardware; (20) appearance and cosmetic items; and (21) repair and maintenance recommendations. Subject to Section 14 hereof, Tenant covenants and agrees to reasonably repair, at Tenant's sole cost, all materially defective or malfunctioning improvements noted in the Inspection Report within ninety (90) days of each Inspection Deadline; provided, however, if the full reasonable repair of all such materially defective or malfunctioning improvements noted in the Inspection Report requires more than ninety (90) days, then Tenant shall have such additional time as is necessary so long as Tenant is continuously and diligently taking action to fully complete all such repairs as soon as reasonably practical, Tenant understands and agrees that if all such materially defective or malfunctioning improvements noted in the Inspection Report are not reasonably repaired by Tenant in accordance with the terms and conditions hereof then this Lease shall terminate (after providing Tenant written notice and an opportunityto cure as required hereunder), and Tenant shall surrender the Premises in accord with Section 28 herein and all other terms and conditions of this Lease. 12, CONSTRUCTION ACTIVITY, Exoept as authorized or otherwise provided in Sections 13 and 14 of this Lease, Tenant shall not commence any site work, building, alterations, additions or infrastructure improvements, or engage in any construction activity on the Premises, without the prior written consent and approval of the Authority; provided, however, notwithstanding anything herein to the contrary, Tenant shall be permitted to make non- structural modifications and improvements to the interior of any previously constructed hangars, buildings and facilities on the Premises without requiring any prior written consent and approval by the Authority so long as such modifications and improvements do not otherwise require a building permit from the Growth Management Department of Collier County, Florida, Further, Tenant shall obtain the Authority's written consent and approval of all plans for site work, buildings, alterations, additions, grading, paving, drainage, utilities, landscaping, or other infrastructure improvements before construction may be commenced. All construction of improvements must conform with the approved plans and shall be constructed or installed in accordance with all applicable statutes, ordinances, building codes, and rules and regulations of the Authority, and any other authority that may have jurisdiction over the Premises and Tenant's operations, Tenant is solely responsible for determining and obtaining all necessary permits and approvals, and for paying all fees required, for the construction. The Authority's approval. of Tenant's plans and specifications does not constitute a representation or warranty as to their conformity with Collier County building standards, codes or zoning. .7. I b. G i 00 16Gi Tenant shall plan, organize, supervise, schedule, monitor, direct and control the construction competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the work in accordance with the plans approved by the Authority. Tenant shall be responsible to see that the finished construction complies accurately with those approved plans. The Tenant shall have a competent superintendent on the Premises at all times during construction whenever Tenant's work crews, or work mews of other parties authorized by Tenant are engaged in any activity whatsoever associated with the construction related to the improvements to the Premises. Should the Tenant fail to comply with the above condition, the Tenant shall be in breach of this Lease and (after providing Tenant written notice and opportunity to cure as required hereunder) the Authority may pursue its remedies for events of breach as provided herein, The superintendent shall be employed solely by the Tenant and be the Tenant's representative on the Premises and shall have the authority to act on behalf of the Tenant. By executing and entering into this Lease, the Tenant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S,C. 1324, et sec. and regulations relating thereto, as either may be amended, as well as Florida Statute § 448.095, as may be amended. Failure by the Tenant to comply with the laws referenced herein shall constitute a breach of this Lease and (after providing Tenant written notice and opportunity to cure as required hereunder) the Authority shall have the discretion to unilaterally terminate this agreement consistent with the termination provisions provided herein. Statutes and executive orders require employers to abide by the immigration laws of the United States and to employ only individuals who are eligible to work in the United States, The Employment Eligibility Verification System (E-Verify) operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA), provides an Internet -based means of verifying employment eligibility of workers in the United States; it is not a substitute for any other employment eligibility verification requirements. Tenant is required to enroll and comply with the E-Verify program, and provide acceptable evidence of its or its Contractors, subcontractors or subsubcontractors' enrollment prior to the commencement of any construction on the Premises. Evidence of such compliance, once provided, shall comprise and be incorporated herein by reference as the E-Verify Enrollment Certification Exhibit "C" to this Lease, Acceptable evidence consists of a copy of the properly completed E-Verify Company Profile page or a copy of the fully executed E-Verify Memorandum of Understanding for the company. Additionally, the Tenant shall require all subcontracted contractors working at the Airport to use the E-Verify system for all purchases except as may otherwise be exempt by law. For additional information regarding the Employment Eligibility Verification System (E-Verify) program visit the following website; http://www.dhs,gov/E-Verify. It shall be the Tenant's responsibility to familiarize themselves with all rules and regulations governing this program. Tenant agrees to keep the project site clean at all times of debris, rubbish and waste materials arising out of any improvement to the Premises. At the completion of any improvements, Tenant shall remove all debris, rubbish, and waste materials form and about the site of the Premises, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Premises site clean and ready for occupancy. Tenant further agrees that all right and title to any alterations, additions and improvements made to the Premises during the Lease Term shall vest in the Authority upon termination of this Lease, shall not be removed, and shall remain on the Premises as the property of the Authority upon the expiration or termination of this Lease. To that end, all common infrastructure funded and built in accordance with the Tenant's construction plans as approved by the Authority but outside the leased Premises, including but not .g- a 1661 limited to gates, fencing, an access roadway extending to the proposed Terminal parking lot and other common area improvements, shall be turned over to the Authority upon the completion of construction with all right and title vesting upon termination of this Lease. It is further agreed that the Authority is not responsible for reimbursing the Tenant foe its investment in any modifications, additions, improvements, structures, fixtures or equipment on the Premises, Tenant agrees that upon the expiration or sooner termination of this Lease, Tenant shall deliver up the Premises to Authority peaceably, quietly and in good order and condition, ordinary wear and tear excepted. 13. INITIAL HANGAR FACILITY CONSTRUCTION. Tenant shall construct the following, at its sole expense and in compliance with all the terms and conditions of this Lease and in strict accordance with plans and specifications approved in writing by the Authority (which approval may not be unreasonably withheld, delayed or conditioned). (a) upon the Premises, one (1) aircraft hangar--(approx. 24,000 sq/ft, which shall include administrative office space), fuel truck parking, storage, and support infrastructure (the "Initial Hangar Facilities"); and (b) upon areas adjacent to the Premises that are specifically designated and reserved for the exclusive use of Tenant, all such aircraft parking aprons, aircraft taxilanes, vehicle parking areas, roadways, driveways and other improvements necessary to connect the Premises to the existing public taxiways, taxilanes, roads and rights - of -way which are used in common by all Airport users (the "Initial Connector Facilities") (the Initial Hangar Facilities and Initial Connector Facilities collectively the "Initial Hangar/Connector Facilities"). Tenant shall be permitted to construct additional aeronautical and non -aeronautical developments to include aircraft hangars, storage buildings, support facilities, research/administrative offices and other infrastructure improvements on the Premises during the Lease Term (in addition to the Initial Hangar/Connector Facilities) so long as such construction is (i) in compliance with Sections 12 and 14 hereof and all other terns and conditions of this Lease and (ii) in accordance with plans and specifications approved in writing by the Authority (which approval may not be unreasonably withheld, delayed or conditioned) and the Federal Aviation Administration (if required). Tenant agrees that Tenant shall commence the construction of the Initial Hangar/Connector Facilities within twenty four (24) months from the date of this Lease. In the event Tenant has not commenced the construction of the Initial I-langar/Connector Facilities within thirty (30) months from the date of this Lease, this Lease shall terminate, and the Authority shall retain all funds paid to it by the Tenant. Tenant shall, in addition, be liable for any other actual damages sustained by the Authority arising because of Tenant's failure to comply with this provision of this Lease. Prior to commencing construction of the Initial Hangar/Connector Facilities on the Premises, the Tenant shall comply with all the following provisions: A. Commencement. Within eighteen (l 8) months of the date of this Lease, Tenant shall deliver to the Authority all drawings, plans and specifications for construction of the Initial Hangar/Connector Facilities contemplated to be constructed on the Premises at Tenant's cost, which shall include 30%, 60% and 90% engineering design phase plans, with a proposed schedule of completion of construction. Within thirty (30) days of receipt thereof, the Authority shall either notify Tenant of its approval of the proposed plans and specifications or reject the proposed plans and specifications with reasonable recommended revisions. The Tenant shall prepare revised plans and specifications, consistent with the Authority's reasonable recommendations. Tenant shall have the option of resubmitting to the Authority revised plans and specifications, incorporating the Authority's reasonable recommended revisions, within thirty (30) days of Tenant's receipt of the Authority's reasonable recommended revisions; or, of terminating this Lease, If revised plans and specifications are submitted to the Authority, and the Authority again rejects the revised plans and specifications, the process shall repeat itself-, however, this -9- process shall be completed within twenty four (24) months from the date of this Lease. In the event Tenant has not submitted acceptable plans and specifications to the Authority (and the Authority has not approved the same in writing) within twenty four (24) months from the date of this Lease, this Lease shall terYminate, and the Authority shall retain all funds paid to it by the Tenant (and the Parties shall be frilly released from all liabilities and obligations under this Lease), In addition to Authority approval, Tenant shall obtain at its sole cost all necessary or appropriate approvals and permits from Collier County, the State of Florida, FAA, South Florida Water Management District and all other required governmental or non- governmental agencies or parties, Notwithstanding anything herein to the contrary, Tenant acknowledges and agrees that: (1) plans and specifications will not be considered approved by the Authority unless and until a complete permit set has been approved in writing by the Authority's Airports Manager (provided, however, draft plans and specifications may be submitted by Tenant to the Authority and Collier County for preliminary review prior to application for approval by the Authority and any other agency whose approval is required); and (ii) all permit applications, modifications, responses to Requests for Additional Information (RAI) and other applications or correspondence to be submitted to the FAA, South Florida Water Management District and other governmental or non -governmental agencies or parties inust first be sent to the Authority's Airports Manager for prior written approval (and Tenant understands and agrees that no communication with the South Florida Water Management District concerning the Premises or the Authority's permit is allowed without the prior written approval of the Authority's Airports Manager). B. Performance Bond or Letter of Credit, Tenant shall be required to obtain and provide payment and performance bonds (as may be legally required to meet the minimum requirements of Section 255.05, Florida Statutes, and/or any other applicable laws) or letter of credit in a sum equal to the full cost of all such improvements, prior to the issuance of a Notice to Proceed construction work on the premises. Said payment and performance bond, letter of creditor other security shall (i) name the Authority as an obligee or beneficiary thereunder, (ii) be from a company acceptable to the Authority and licensed to do business in the State of Florida, (iii) contain terms and .conditions and be in form and substance satisfactory to the Authority, (iv) guarantee the full and faithful performance of the construction and completion of all improvements (and payment to all persons supplying contractor labor, materials and supplies used directly or indirectly in the prosecution Of tile construction work provided) in accordance with final plans and specifications approved in writing by the Authority, free from all liens and claims of contractors, subcontractors, mechanics, laborers and materialmen following the commencement of construction; (v) provide that the construction work shall be completed by the Tenant, its contractor, or, on their default, the surety; (vi) specify that in default of such completion and payment, such part of the amount of the surety as. shall be required to complete the work shall be paid to the Authority as liquidated and agreed damages for the non-performance of Tenant's agreements, it being agreed the exact amount of the Authority's damages is difficult and impractical to ascertain; and (vii) defend, hold harmless, protect and indemnify the Authority against all losses, liabilities, damages, expenses, claims and judgments caused by or resulting from any failure to perform completely all of the work described; and (viii) provide that the duty to defend tinder this section is independent and separate from the duty to indemnify, exists regardless of any ultimate liability of Tenant, the Authority or any indemnified party, arises Immediately upon presentation of a claim by any party and upon written notice of such claim being provided to Tenant; and that the obligation to indemnify and defend under this section will survive the expiration or earlier termination of this Lease until it is determined by final judgment that an action against the Authority or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations, The Authority may but shall not unreasonably disapprove the surety. The surety shall be deemed approved unless a notice of disapproval is given by the Authority within thirty (30) business days after receipt of the proposed surety, C. "As Built" Plans and Survey. After the final plans and specifications are approved in writing by the Authority, the Tenant shall diligently and continuously prosecute the construction of the -10- 16G1 Initial Hangar/Connector Facilities. Upon completion of the Initial Hangar/Connector Facilities, Tenant shall provide Authority with "as built" plans and an "as built" survey certified to the Authority. D. Construction Documents, Tenant shall construct the Initial Hangar/Connector Facilities on the Premises in accordance with the plans and specifications approved by the Authority. E, Satisfactory Completion and Certificate of Occupatia, Notwithstanding anything in this Lease to the contrary, Tenant shall satisfactorily complete construction of, and obtain a certificate of occupancy from the Collier County, Florida, for, the Initial Hangar/Connector Facilities on the Premises within forty eight (48) months from the date of this Lease. F. Inspection and Acceptance. Tenant shall obtain all building permits and approvals required. All improvements related to the Initial Hangar/Connector Facilities, including, but not limited to, buildings, site preparation, sub -grade preparation, paving, drainage, and overall development of the Premises, shall be subject to inspection, testing, and acceptance in accordance with applicable law. G. Enizineering, Tenant must set the necessary boundary stakes on the Premises and shall provide any surveys required for the design of the area paving related to the Initial Hangar/Connector Facilities, Any material deviation from the approved plans and specification must have prior approval by the Authority and any required governmental agency. H. Utilities, Upon the prior written approval by the Airports Manager, Tenant may install other utilities on the Premises at its own cost and expense, including all connection, inspection, and service fees, All utilities must be installed underground, unless agreed to in writing by the Authority and waived by any approving utility authority or agency. The Authority may negotiate with Tenant for the over sizing or extension of utilities to serve other parcels on the Airport. I. Paving and Concrete. Tenant must construct the pavement for the aircraft movement areas and the concrete hangar floors to accommodate the heaviest aircraft expected to operate in the area, or fully loaded fuel trucks, whichever is of greater weight, with expected pavement life of no less than twenty (20) years. Any roadway access must be in accordance with the Florida Department of Transportation standards as set forth in the "Marural on Uniform Standards" for comparable construction. Tenant shall construct and extend, as part of its construction plans related to the Initial Hangar/Connector Facilities, an asphalt taxilane designed to current FAA standards from the north side of the Premises to Taxiway Alpha of the Airport, along with an internal asphalt access roadway as identified on the Proposed Master Plan attached hereto as Exhibit "13," with schematic drawing (and such constructed and extended asphalt taxilane shall belong to the Authority but be dedicated for common use allowing ingress and egress for Tenant and other tenants and authorized users, for at least the Lease Term of this Lease). J. Finish Site Grading, Tenant shall perform, at Tenant's expense, all finish grading of the Premises related to the Initial Hangar/Connector Facilities, K. Frontage Clearances. Tenant shall insure that all frontages and clearance of the Initial Hangar/Connector Facilities (i) comply with Collier County standards and (ii) do not encroach upon any building restriction line. 14. SUBSEQUENT CONSTRUC:[ION ACTIVITY. Except as authorized and approved in strict accordance with Sections 12 and 13 hereof, Tenant shall not commence or conduct any new construction or work, or alter or repair any existing improvements, on the Premises costing greater than Fifty Thousand and 00/100 Dollars ($50,000,00) without the Authority's prior written approval, which approval may not be unreasonably withheld, denied, delayed, or conditioned -ll- 16G1 by the Authority. 15. DISCHARGE OF LIENS. Tenant shall not cause or allow any lis pendens, construction, labor, ►mechanic's or materialman's lien to be filed against the Premises, the Authority or the Authority's real or personal property. In the event of the filing of any lien, or any other charge whatsoever against the Premises, the Authority or its property, Tenant shall immediately take all necessary action to secure the release of same and shall provide, at Tenant's expense, all bonds, security or undertakings to accomplish the release of such liens. In the event Tenant fails to secure the release of any such liens, the Authority shall have the right (after providing Tenant written notice and opportunity to cure as required hereunder), but not the duty or obligation, to take any action it deems appropriate to secure the release of any such lien including paying the underlying obligation to the Iienor, Tenant agrees to indemnify and hold the Authority harm less from all liability and damages associated with the requirements, expenses and costs arising from Tenant's failure to comply with this Section 15, including reasonable attorneys' fees. 16. RULES AND REGULATIONS. Tenant hereby agrees to observe and comply with, at its own expense, all laws, policies, ordinances, rules, and regulations promulgated by the Authority and any other cognizant County, state, Federal authority or governmental agency or special district having jurisdiction over the Airport and the Premises described in this Lease, during the Lease Term, including; A. Airport Leasing Policy, Tenant shall observe and comply with the Authority's Leasing Policy, as from time to time amended, and on file in the office of the Airports Manager (hereafter, the "Lease Manual"). The Lease Manual is incorporated into this Lease and by reference made a part hereof Tenant acknowledges that it shall be bound by the terms of the Lease Manual, as of the I" day of the second month the Tenant receives a copy of the Lease Manual or an amended Lease Manual. With respect to any terms in this Lease that conflict with the Lease Manual, the Lease Manual shall control; provided, however, notwithstanding anything herein to the contrary, the Lease Manual shall in no event prohibit or restrict the permitted activities of Tenant set forth in Subsection 9.C. B, Rides and Regulations. Tenant shall observe and comply with the Authority's Lease Policy, Minimum Standards for Commercial Aeronautical Operators, and its published Rules and Regulations for the Airport, which are on file at the address set forth above, as such regulations may be amended from time to time by the Authority in its sole and absolute discretion upon reasonable notice to Tenant, including such reasonable landing fees, rates or charges, as may from time to time be levied for airfield operational privileges and/or services provided at the Airport; provided, however, notwithstanding anything herein to the contrary, (i) the Authority shall promptly notify Tenant in writing of each and all amendments to the Authority's Lease Policy, Minimum Standards for Commercial Aeronautical Operators and Rules and Regulations for the Airport, and (ii) no such amendments to the Authority's Lease Policy, Minimum Standards for Commercial Aeronautical Operators, and Rules and Regulations for the Airport, unless such change is otherwise required by State or Federal law, shall prohibit or restrict the permitted activities of Tenant set forth in Subsection 9.C„ Tenant shall also comply with all applicable governmental statutes, rules, orders and regulations. After any such amendment, the Authority shall duly notify the Tenant. 17, AIRPORT OPERATIONS. A Conduct of Business by Tenant. In the use of the Premises pursuant to this Lease, Tenant shall conduct its operations in a lawful, ethical, orderly and proper manner so as not to interfere with the rights and privileges of others at the Airport and shall be responsible for the conduct, demeanor and appearance of its employees and invitees and of those doing business with Tenant. Upon receipt of • 12- cD 1bGi complaints concerning the improper conduct of its business, Tenant shall immediately address such complaints and correct any improper conduct as required by the Authority. B. Care of Aircraft, The responsibility for setting brakes, placing chocks, or otherwise securing any aircraft is solely that of the Tenant. Authority is under no obligation to move Tenant's aircraft into or out of the Premises. If, at Tenant's request, Authority does so move said aircraft, Tenant shall assume all risk of any and all damage or loss occasioned thereby and shall pay the designated fee to the Authority. C. Airport Hazards. Tenant agrees to refrain from any act or omission that would unreasonably interfere with or adversely affect the operation or maintenance of the Airport, disturb the quiet enjoyment of the use of the Airport or surrounding property or otherwise constitute an Airport hazard. Activities that may constitute airport hazards including but not limited to any activity on the Premises that directly or indirectly produces unauthorized and unlawful amounts or levels of chemical, biological or electromagnetic radiation, air pollution (gasses, particulate matter, odors, fumes, smoke or dust), water pollution, noise, glare, heat emissions, radioactivity, electronic or radio interference with navigation and communication facilities for the operation of the Airport and its use by aircraft, trash or refuse accumulation, vibration, prop -wash, or jet blast, or which is liazardous or dangerous by reason or risk of explosion, fire, or harmful emissions. D. Based Aircraft Report. Tenant shall furnish to the Authority, within seven (7) days upon the Authority's written request from time to time, a report of all aircraft located on the Premises. Such report shall include, at a minimum, the following items: aircraft type, make, model, registration number and any other information as may reasonably be requested by the Authority's Airports Manager. 18. FLAMMABLE MATERIALS AND MOSQUITO CONTROL MATERIALS. Flammable or explosive gases, liquids or solids shall not be allowed, kept or used on the Premises except that (i) aviation fuel, oils, petroleum products, solvents, aircraft cleaning chemicals, lubricants and other aircraft maintenance and repair materials and (ii) adulticides, larvicides and other mosquito control materials may be stored and used in the internal tanks in Tenant's aircraft, hangars, building or facilities on the Premises or transportation related equipment, in which event any such substances shall be delivered in amounts, and stored and used, in accordance with the rules of the Florida Inspection and Rating Bureau, United States Environmental Protection Agency and Florida Department of Agriculture and Consumer Services and all other applicable statutes, guidelines, ordinances, rules and regulations in force and effect during the term of this Lease, 14, WASTE, REPAIR, MAINTENANCE AND CLEANLINESS OF PREMISES, Tenant understands and agrees that good maintenance is its leasehold obligation, and that the maintenance obligation under this Lease is fully net, including but not limited to the following at Tenant's sole expense: A Waste, Tenant shall not commit, nor suffer to be committed, any waste or unauthorized and unlawful contamination on the Premises, including physical damage to the Premises, either negligently, intentionally, or otherwise fail to repair and maintain the Premises. B. Repair and Maintenance, Throughout the Lease Teem, Tenant shall keep and maintain, at its own cost and expense, the Premises any improvements, fixtures, equipment, or landscaping thereon, in good order and repair, as reasonably determined by the Authority. Subject to the terms and conditions of Section 14 herein, Tenant shall make all reasonably necessary repairs thereto, including, without limitation, all structural and non-structural repairs, including repairs to building interior, building exterior, paving, site improvements, fixtures, facilities, and equipment, and shall replace all broken glass -la- 0 16G1 with glass of the same size and quality as that broken, All painted exterior surfaces and surfaces requiring treatment of any kind must be maintained in good condition and must be repainted or treated when reasonably required to preserve the structure and to maintain high standards of appearance at the Airport. All maintenance, repairs, and replacements must be of a quality substantially equal to the original materials and workmanship. Any changes in exterior paint colors are subject to prior written approval of the Airports Manager. C. Repair upon Notice of Authority, In addition to Tenant's obligations under Section 111. of this Lease, within ninety (90) days of written notice by the Authority to the Tenant, Tenant must perform reasonably necessary repair and maintenance to the Premises as directed by the Authority, D. Failure to Repair or Maintain. In the event Tenant fails to promptly undertake and satisfy the obligations imposed herein within ninety (90) days of written notice by the Authority to the Tenant, the Authority, in addition to the other remedies provided herein, shall have the right to enter on to the Premises and effect such repairs and recover one hundred percent(100%) of its costs and expenses from Tenant. If Tenant fails to reimburse the Authority for that amount plus interest, within thirty (30) days of written demand, Tenant's failure to reimburse Authority shall constitute a default under this Lease, E. Clean, Safe and Sanitaly, Tenant shall keep the Premises and the immediately adjacent property improvements in a clean, safe and sanitary condition according to all applicable governmental statutes, ordinances, guidelines, rules and regulations, Authority's Rules and Regulations, and the direction of duly authorized public officers during the Lease Term, all at Tenant's cost and expense. Tenant is responsible for removing all garbage, debris, contaminants and other waste material (solid or liquid) arising out of Tenant's occupancy of the Premises or its operations. F. Solid Waste, Tenant further agrees to contract with a franchised solid waste hauler to dispose of solid waste, Tenant shall be responsible for its own trash removal, dumpster maintenance, and construction debris removal at all times during the term of this Lease. Any garbage, debris, or waste that may be temporarily stored in the open must be kept in suitable garbage or waste receptacles equipped with tight fitting covers, If the Authority removes or causes to be removed any waste from the Premises after Tenant's failure to remove the same, Tenant agrees to reimburse Authority at one hundred percent (100%) of the cost of removal, G. Liquid Waste. Tenant shall provide, as necessary, a separate above ground retention pond/drainage, collection, or separation system to ensure that no untreated liquid waste from any type of operation be discharged directly oil adjacent property or into the Airport's storm drainage or sanitary system, including petroleum products, solvents, aircraft cleaning residue and oil change operations, H. Vehicles, Tenant, its employees, subtenants, or customers, shall not keep unlicensed or inoperable vehicles on any portion of the Airport, including the Premises, Operable but unlicensed vehicles necessary to Tenant's aviation -related activities as allowed under this Lease are permitted. I. Damage Caused, Tenant agrees to immediately report to the Authority any damage Tenant, its tenants, customers, visitors, agents, contractors or employees cause to the runways, taxiways, taxi lanes, roads, rights -of -way and driveways to and from the Premises that it uses in common with other Airport users, Tenant shall ieimburse the Authority for the full cost of repairs to these common areas caused by the Tenant or those using the Airport by or through Tenant. J, Sewer Service. The Tenant shall pay the expense of providing sewer service to the Premises and shall connect its improvements to the sewer main, Tenant shall pay all costs of connecting its improvements to the sewer including the installation of the lateral pipes, the hook-up fee and monthly 14- 16Gi charges as billed by the Collier County Water and Sewer District, Immokalee Water and Sewer District, the Authority or any other agency or special district providing sewer service to the Tenant. IC Fence. If required by the construction plans, Tenant shall erect and, at all times during the term of this Lease, maintain an FAA -recommended fence as part of the Airport perimeter fence line. The Tenant's portion of the fence line shall be specified and approved by the Authority. The Tenant's portion of the fence shall be constructed and maintained at Tenant's sole cost and expense and shall be turned over to the Authority upon completion of construction. 20, STORM WATER DISCHARGE Tenant assures that no contaminants, pollution, or hazardous material of any type will be unlawfully discharged onto adjacent property or into the storm water system at the Airport and agrees to be held responsible for any unlawful discharge either by Tenant or by any of Tenant's subtenants, agents, or employees, during the entire Lease Term. Any fine or expense for remedial action required by the Authority, by any agency or agencies having jurisdiction, as a result of actions on or unlawful discharges from the Premises, will be charged to Tenant, and Tenant shall immediately reimburse Authority for these costs, including attorneys' fees. 21. SECURITY The Authority is under no obligation to provide security to the Premises, Tenant may, at Tenant's sole expense, employ security personnel, install security lighting, or maintain alarm systems. If Tenant elects to install outdoor lighting, Tenant must request permission from the Authority prior to installation. Security requirements are imposed on the Airport by the FAA, Transportation Security Administration ("TSA") and other agencies having jurisdiction over the Airport, Tenant covenants and agrees to comply with a€1 such security requirements, at Tenant's sole expense. In the event the Authority is Fined or penalized by the FAA, TSA or any other agency for a security violation caused by the negligence or omission of the Tenant, or any of Tenant's subtenants, Tenant shall immediately reimburse the Authority in full for all such fine or penalties. Tenant acknowledges and agrees that the Authority may (in the sole discretion of the Authority's Airports Manager), at the Authority's sole expense, install and remove from time to time its own security equipment and improvements (including, without limitation, cameras, gates, lighting and alarms) on or about the Premises and improvements located thereon. 22, UTILITY SERVICES TAXES AND FEES A. Utilities. Tenant shall pay for all utilities with respect to the Premises or the occupancy thereof, including without limitation, all costs of electric, water, sewer, trash pick-up, refuse removal, telephone, internet, and other services. Tenant shall have the privilege, at its expense, to access the water, storm water management, electrical, and phone utility service facilities during the term of this Lease, Should Tenant's operations require additional service facilities, Tenant shall, at its expense, extend such facilities to the Premises and pay the cost for all labor and materials. Nothing herein shall obligate Authority to provide any utility to Tenant that is not presently available to the Premises. B, Taxes and Fees. Tenant shall pay when due all valid taxes, special assessments, excises, license fees and permit fees of whatever nature applicable to its operation or levied or assessed is- e, 1bG1 against the Premises, or improvements thereto, Tenant shall obtain and keep current all licenses, permits and certificates (City, County, State and Federal) required for the conduct of its activities at and upon the Airport and Premises, If at any time during this Lease, the Premises, leasehold interest, or rental payments become subject to any federal, State, or local property, sales, excise or other tax, Tenant agrees to assume the payment of such taxes and, if applicable, to include such payments with the rental payments required hereunder; provided, however, that Tenant shall in no circumstances be obligated to pay any taxes based on the net income of Authority. Tenant ftirther agrees not to permit any such taxes, excise, or license fees to become delinquent. 23, SIGNS. Tenant agrees that it will not allow any signs, cards, or placards to be posted or placed on the Premises except signs acceptable to the Authority. All signs shall be approved by (lie Authority in advance, and shall conform with all Collier County ordinances, and shall not extend above or beyond the walls and roofs of the buildings constructed on the Premises. Upon the Expiration Date of this Lease, Tenant shall remove all signs at the direction of Authority. 24, ASSIGNMENT, SUBLEASE AND ENCUMBRANCE A. Notice to the Authority. Should the Tenant intend to assign this Lease, sublet the Premises or a portion thereof, encumber or otherwise transfer its interest in this Lease, the Premises, or in any improvements thereon, or allow any other persons or entities (except Tenant's employees, contractors, agents and authorized representatives) to occupy or Use all or any part of the Premises, it shall first provide thirty (30) days written notice and request for consent for such alienation to the Authority prior to the date intended for the assignment of this Lease, sublease, encumbrance, transfer, occupancy or use, Any such assignment, sublease, encumbrance, transfer, occupancy, or use shall not be permitted without the Authority's prior written consent; provided, however, that adequate security and guarantees of the obligations under this Lease, as deemed appropriate in the sole and absolute discretion of the Authority, are provided, executed, and delivered, Further, the Authority may condition its consent upon an increase in the Lease rental rate and may require any other reasonable requirements, conditions, or covenants before consenting to any such assignment, sublease, encumbrance, transfer, occupancy, or use. Any assignment of this Lease, sublease, encumbrance, transfer, occupancy or use by Tenant is voidable and, at the Authority's election, constitutes a default of this Lease if not accomplished in accordance with this Section (after providing Tenant written notice and opportunity to cure as required hereunder). Further, the consent by the Authority to any assignment of this Lease, sublease, encumbrance, transfer, occupancy, or use does not constitute a further waiver of the provisions Under this Lease. The Authority shall have the absolute right to review all sublease agreements, which shall incorporate and include the Airport Lease Manual and all Authority policies, rules, and regulations, and all the same conditions that Tenant owes to the Authority in this Lease. On an annual basis commencing upon the Initial Certificate Of Occupancy Date of this Lease and to be updated as new subtenants, if any, take occupancy in the hangars constructed by Tenant, the Tenant shall provide the Airports Manager with a listing of all Tenant's subtenants, including all contact information (names, addresses, telephone numbers) along with a based aircraft report, which information the Authority shall control and utilize for purposes of site access, emergencies, and such other similar needs. B. Grant of Right of First Refusal to the Authority: Notwithstanding the foregoing, in the event Tenant intends to assign this Lease, sublet the Premises or a portion thereof, or otherwise transfer its interest in this Lease, the Premises or in any improvements thereon, Tenant shall first offer to assign, sublet, or transfer such interest to the Authority under the same terms and conditions offered to the proposed assignee, subtenant, or transferee, in writing, sixty (60) days prior to the date intended for such assignment, sublease, or transfer. The Authority shall have forty-five (45) days from receipt of the aforementioned -16- 1bG1 written offer from Tenant within which to exercise its right of first refusal, in writing, or it shall be deemed to have been waived by the Authority, Failure of Tenant to comply with the requiremetits of this Section 24 shall be deemed a default under this Lease (after providing Tenant written notice and opportunity to cure as required hereunder). C, Exception: The subleasing of storage spaceto aircraft owners or operators for the storage of their aircraft on the Premises and/or the subleasing of office space on the Premises shall not be subject to the sixty (60) day written notice and request for consent requirement referenced herein; provided, however, all subleases for the storage of aircraft or office space are subject to the review and prior written approval by the Airports Manager of the Authority (and such approval may be conditioned upon such requirements, conditions or covenants as deemed appropriate in the sole and absolute discretion of the Authority's Airports Manager). Subleases for the storage of aircraft or office space for a term in excess of the authority of the Airports Manager of the Authority are subject to the review and additional prior approval of the Authority (and such approval may be conditioned upon such requirements, conditions or covenants as deemed appropriate in the sole and absolute discretion of the Authority). D. Contents of Request for Consent. Tenant's request to Authority for consent to any proposed assignment, sublease, encumbrance, transfer, occupancy, or use shall include the following information and documents: (1) The name and address of the proposed assignee, subtenant, mortgagee/lender/lienhoider, transferee occupant or user; (2) The nature of the proposed assignee's, subtenant's, mortgagee/lender/lienholder's, transferee's, occupant's or user's business to be carried out on the Premises; (3) Each of the terms and provisions of the proposed assignment, sublease, encumbrance, transfer, occupancy or use, including without limitation, the full consideration for the assignment, sublease, encumbrance, transfer, occupancy or use; and (4) Such other information and documentation as deemed appropriate in the sole and absolute discretion of the Airports Manager of the Authority. E. Assignment of Rent Due, Tenant has the right to assign, sublease or transfer, or allow others to occupy or use, portions of the Premises subject to the teams and conditions of this Lease, If Tenant, or any assignee, subtenant or transferee of Tenant (or any occupant or user of any portion of the Premises), is in default or otherwise violates any terms or conditions of this Lease, and fails to cure the default or violation within ten (10) days of receiving written notice from the Authority, Tenant and such assignee, subtenant or transferee (or occupant or user) Immediately and irrevocably assigns to the Authority, as security for the obligations under this Lease, all rent from any assignment, subletting or transfer (or occupancy or use) of all or part of the Premises. The Authority, as assignee for Tenant, or a receiver for Tenant appointed on Authority's application, may collect the rent and apply it toward Tenant's obligations under this Lease. F, Assignment Relieves Tenant, Upon a valid assignment of this Lease approved in writing by the Authority, but not upon a sublease, encumbrance or other transfer, the Tenant may, at the sole discretion and written consent of the Authority and subject to being current on its rental payments, be relieved of all obligations and liabilities arising from this Lease effective as of the date of such assignment. G. Assignment by Authority. Authority may assign, hypothecate, mortgage, pledge or otherwise encumber its interest in this Lease and may employ outside management services for lease -l7- 16Gi administration to the extent allowable by law, 25, INDEMNIFICATION AND DEFENSE, To the maximum extent permitted by Florida law, Tenant covenants and agrees to save and hold harmless and indemnify the Collier County Board of County Commissioners, the Authority and the Authority's past and present commissioners, directors, managers, employees, agents, insurers, attorneys, representatives, successors, and assigns, in both their individual and representative capacities, of, from and against any and all liabilities, losses, damages, costs, expenses, causes of action, suits, penalties, claims, demands, and judgments of every kind and nature, including, without limitation, attorneys' fees and expenses of defense (through all appeals), to the extent arising out of or in connection with; A. Any act, error or omission of Tenant or Tenant's personnel, employees, subtenants, agents, suppliers, subcontractors, licensees or invitees, B. The performance of this Lease by Tenant. C. The failure to fulfill any obligations of Tenant under this Lease, D. The use and possession of the Premises by Tenant, Tenant's personnel, employees, subtenants, agents, suppliers, subcontractors, licensees, or invitees. As part of Tenant's indemnification and defense obligations under this Section 25, the Authority shall be entitled to select and engage its own counsel, and Tenant shall reimburse the Authority for all reasonable attorneys' fees and costs. The indemnification obligations under this Section shall survive the termination of this Lease, This Section 25 shall also pertain to any claims brought against the Collier County Board of County Commissioners, the Authority and the Authority's past and present commissioners, officers, employees, agents, insurers, attorneys, representatives, successors, and assigns, in both their individual and representative capacities, by Tenant, any of Tenant's personnel, employees, agents, suppliers, subcontractors, licensees or invitees and anyone claiming by or through Tenant. Tenant's obligations under this Section 25 shall not be limited in any way by Tenant's limits of, or lack of, sufficient insurance protection; provided, however, notwithstanding anything herein to the contrary, the indemnification and other obligations of Tenant under this Lease shall in no way be construed (i) as a waiver of any immunity or limitation of liability Tenant may have under the doctrine of sovereign immunity under Florida Statute section 768,28 or otherwise or (ii) to constitute an agreement by Tenant to indemnify and hold harmless the Authority for the Authority's negligent acts or omissions. 26, INSURANCE RE, QUIREMENTS. A, Insurance Coverage. (1) Property Insurance - Tenant agrees to secure and maintain in force at its expense, a property insurance policy to include "Special Form" coverage, including Windstorm, Flood, Vandalism, and Malicious Mischief covering the Premises Building and Real Property and all improvements thereon and Personal Property/Contents thereof for full replacement value, If Flood Insurance is not available within the Property coverage, and the Improvements on the Premises are located within a Special Flood Hazard Area, then coverage shall be purchased from the National Flood Insurance Program (NFIP). Tenant is responsible for any deductibles, (2) General Liability Insurance - Tenant agrees to secure and maintain general . is- 16G1 liability insurance and/or aviation liability insurance covering Tenant's activities, its use of the Premises, its operations at and use of tine hangar including any aircraft stored on the Premises and or on any other part of the Airport, including liability under the indemnities required herein, The General Liability Insurance policy shall have coverage limitations providing no less than $1,000,000 per occurrence/$2,004,000 aggregate, Coverage will extend to any vehicles or equipment that are not licensed for road use. Tenant is responsible for any deductibles. (3) Automobile Liability Insurance — If Tenant's operations utilize road - licensed vehicles located on the Airport, all such vehicles shall be insured for a minimum of $1,000,000 per occurrence. (4) Builder's Risk Insurance — At all times during the construction of any Improvements on the Premises, Tenant agrees to secure and maintain builder's risk insurance covering contractor's labor, materials and equipment to be used for completion of the work performed against all risks of direct physical loss, excluding earthquake and flood, for an amount equal to the fill cost of the improvements. Tenant is responsible for any deductibles. B. Changes in Policy. Tenant shall provide Authority with notice of any proposed change to any insurance coverage maintained by Tenant pursuant to the requirements of this Lease. The Authority maintains the right to reject a proposed change in Tenant's insurance coverageor insurer, and in the event of policy cancellation, the Tenant is required to obtain satisfactory successor insurance without lapse, If such provision is not available on the insurance policies, Tenant is required to notify Authority thirty(30) days prior to the policy cancellation, non -renewal or material change inn coverage, C. Evidence of Insurance. Tenant shall secure and deliver annually to Authority appropriate insurance certificates showing evidence of coverage as required hereunder. Tenant shall file with the Authority a duly executed original certificate of insurance evidencing that the insurance required by this Lease is extended. The Authority has the right to request copies of any policies required under this Section 26. D. Form of Policies. All policies of insurance requited under this Section 26 must be in a standard form and written by qualified insurance companies authorized to do business In the State of Florida that are satisfactory to the Authority. Insurance carriers must maintain throughout the term of this contract an AM Best rating of A- VII or better. All provisions set forth herein must be verified oil the required Evidence/Certificates of Insurance, (1) Certificate Holder, Additional Insured, and Loss Payee shall be listed as: "Collier County Airport Authority," at Its address, 2005 Mainsail Drive, Suite 1, Naples, Florida34114. (2) If offered by, and to the extent available from, Tenant's insurance carrier, (i) all insurance policies shall contain a clause or endorsement by which the insurance carrier waives all rights of subrogation against Authority, except where the Authority or its agents are liable for a specific act of gross negligence, (ii) evidence of any such Waiver of Subrogation shall appear on the Evidence/Certificate of Insurance. (3) General/Aviation Liability policy(ies) shall name the "Collier County Airport Authority," as an additional insured, Evidence of that provision shall appear on the Evidence/Certificate of Insurance, (4) Property policy(ies) shall name the "Collier County Airport Authority," as Loss Payee for its interest in the Premises. Evidence of that provision shall appear on the Evidence of Property Insurance form or similar Certificate of Insurance, 19. (a 16Gi (5) All insurance policies shall provide that the Authority be given thirty(30) days prior written notice of cancellation, non -renewal or material change in coverage or AM Best rating. Such provision shall appear on the Evidence/Certificate of Insurance. If such provision is not available oil the insurance policies, Tenant is responsible to notify Authority thirty(30) days prior to policy cancellation, non -renewal or material change in coverage. (6) All of Tenant's required insurance policies shall be primary and non- contributory insurance to the Authority's. Such provision shall appear, on the Evidence/Certificate of Insurance. (7) The Authority does not represent that the types or amounts of insurance required herein are sufficient or adequate to protect Tenant's interests or liability but are only minimum requirements. The Authority reserves the right to require any other reasonable insurance coverage which the Authority deems necessary depending upon the risk of loss and exposure to liability. E. Notice, Tenant shall give the Authority prompt and timely written notice of any claim made or suit instituted of which Tenant is aware that in any way directly, indirectly, contingently, or otherwise affects or might affect the Authority, and the Authority shall have the right to participate in the defense of the claim to the extent of its interest. F. Lapse of Insurance Coverage, If Tenant shall fail to maintain insurance coverage as required, then the Authority may (after providing Tenant written notice and opportunity to cure as required hereunder), but is not obligated to, obtain same and add the cost of such insurance to next due lease rental payment. If the Authority does so, it may charge interest thereon at the maximum interest rate permitted by law in the State of Florida, provided, however, that this provision shall not be construed to create an obligation for Tenant to pay a usurious rate of interest to the Authority, from the time of payment, which shall be added to the rental becoming due, and shall be collected as an additional charge. G, The Authority reserves the right in its sole reasonable discretion to increase or otherwise modify on an annual basis throughout the term of this Lease all the Tenant's insurance requirements hereunder, including, without limitation, the types and form of insurance coverage required and the minimum amounts of each such required insurance coverage, so long as such increases or modifications are uniformly applied to all similarly situated tenants at the Airport and consistent and in accordance with the terms of those tenants' specific lease agreements,. The Authority will provide not less than thirty (30) days prior written notice to Tenant of any modifications to the insurance requirements hereunder. U-MR511-1 Upon reasonable prior written notice from the Authority, Tenant agrees to allow the Airports Manager, and other duly authorized representative or agents of the Authority, access at all reasonable times to the Premises to examine or inspect the Premises, Upon the expiration or termination of this Lease for any reason, Tenant shall vacate the Premises and deliver immediate possession of the Premises to the Authority. 28. SURRENDER DAMAGES, A. Personal Property. Upon termination or expiration of this Lease, provided all amounts due to Authority have been paid, Tenant shall have the right and responsibility to remove all its Personal property exclusive of fixtures that it has maintained on the Premises, which removal shall be accomplished no later than the termination or Expiration Date of this Lease. Electrical and plumbing facilities, air conditioners and other permanently installed fixtures shall not be considered personal property. -20- 0 Tenant agrees to repair any damage occasioned by the removal of its personal property or damage caused by Tenant's occupancy, If Tenant fails to remove its personal property or to repair any damage done to the Premises by the expiration or termination date, the Authority reserves the right to remove and dispose of all such personal property abandoned, and to make any necessary repairs to restore the Premises, at Tenant's expense. B. Title to Improvements. Tenant acknowledges that at the expiration, cancellation, or other earlier termination of this Lease, all buildings and improvements on the Premises become the property of the Authority, free and clear of all liability and encumbrances, and any further occupancy by the Tenant will be based on that ownership principle. Tenant further acknowledges that the Authority may choose to use the Premises for its own purposes and elect not to re -lease the Premises to any otherparty. C. Failure to Surrender Premises. If Tenant fails to surrender the Premises to the Authority on expiration, or after termination or cancellation of this Lease as required by this Section, Tenant shall defend, indemnify, and hold Authority harmless 11rorn all claims, liability, costs, and damages resulting from Tenant's failure to surrender the Premises, including without limitation, claims made by a succeeding tenant or subtenant, The duty to defend hereunder is independent and separate froth the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Tenant, Authority, and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Tenant. Tenant's obligation to indemnify and defend hereunder will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the Authority or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations, 29. DEFAULT. Each of the following (after Tenant is provided written notice and opportunity to cure as required hereunder) shall constitute an event of default on the pact of Tenant under this Lease: A. Nonpayment, Failure of Tenant to pay when due any installment of the lease rental payment hereunder or interest on a late lease rental payment, or failure of Tenant to pay when due any taxes, fees, fines, charges, special assessments or other amounts due under this Lease; B. Cross -Default. The breach of any other agreement, license, contract or permit between Tenant (or any officer, director, shareholder or principal of Tenant) and the Authority; C. Other Obligations. Failure of Tenant to perform any non -monetary obligation, agreement or covenant under this Lease; D. Violation of Law. The violation by Tenant of any local, state or federal aviation law, order, statute, ordinance (including any resolution of the Authority); E. Violation of Rules and Regulations. An infraction or violation of the Authority's Lease Manual or Rules and Regulations; F. Banlcruptcv. The filing of any voluntary petition in bankruptcy by Tenant, or the filing of any involuntary petition by Tenant's creditors, which remains undischarged for a period of thirty (30) days. In the event that under applicable law the trustee in banluuptcy or Tenant has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, in such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant _2t- 1+6G1 (9 16GI hereunder outstanding as of the date of the affirmance of this Lease and provide to Authority such adequate assurances as may be necessary to ensure Authority of the continued performance of all of Tenant's obligations under this Lease (and, further, the Authority shall receive all the protections available to creditors under the United States Bankruptcy Code including, but not limited to, Section 365 thereof, as amended from time to time); G. Receivership. The appointment of a recelver to take possession of substantially all the Tenant's assets or the Premises, if such receivership remains undissolved for a period of one hundred eighty (180) days after creation thereof, H. Attachment. The attachment, execution or other Judicial seizure of this Lease or all or a part of Tenant's assets located at the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten (10) days after the levy thereof; I. Insolvency. The admission by Tenant in writing of its inability to pay its debts as they become due, the filing by Tenant of a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding or, if within thirty (30) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed; and J. Pollutants, Except as permitted and authorized under this Lease, any release by Tenant of pollutants, contaminants or hazardous materials on or from the Premises which is not decontaminated or otherwise remediated in full compliance with all applicable State, Federal and local laws and regulations at Tenant's sole expense within ninety (90) days from discovery of such release. Notwithstanding anything in this Lease to the contrary, if any monetary default under this Lease is curable and if Tenant has not been given a notice of a breach of any monetary provision of this Lease within the preceding six (6) months, Tenant shall have a ten (10) day grace period after notice, whether by the Authority or another person, to commence and complete the cure of such monetary default. Notwithstanding anything in this Lease to the contrary, if any non -monetary default (other than a default in any payment) under this Lease Is curable and if Tenant has not been given a notice of a breach of the same or similar non -monetary provision of this Lease within the preceding six (6) months, Tenant shall have a thirty (30) day grace period after notice, whether by the Authority or another person, to commence and complete the cure of such non -monetary default; provided however, if the cure of such non -monetary default reasonably requi►es more than thirty (30) days, the Authority may grant Tenant such additional time as is necessary so long as Tenant is continuously and diligently taking action to fully complete the cure of such non -monetary default as soon as reasonably practical, The cure periods provided herein may be shortened at the reasonable discretion of the Authority when the defaulting conduct concerns the potential of harm to the public's health, welfare and safety, 30. AUTHORITY'S REMEDIES The following shall constitute the Authority's remedies upon the occurrence of any event of default set forth in Section 29 herein that is not cured by Tenant within the written notice and cure period therein (provided, however, the following remedies are not exclusive; they are ounurlative and in addition to any other remedies now or hereafter allowed by law or equity): A. Termination. If an event of default under this Lease occurs (after providing Tenant written notice and an opportunity to cure as required hereunder), the Authority shall have the absolute right, -22. 0 16G1 with or without notice or demand, to immediately terminate this Lease and recover possession of the Premises or any part thereof and expel and remove therefrom Tenant and any other person occupying the Premises, by any lawful means, and again repossess and occupy the Premises without prejudice to any of the remedies that Authority may have under this Lease, or at law or equity by reason of Tenant's default or of such termination; B. Continuation After Default. Even if Tenant has breached this Lease and/or abandoned the Premises, at Authority's option, this Lease may continue in effect, and Authority may enforce all of its rights and remedies under this Lease, including, without limitation, the right to recover lease rental as it becomes due hereunder; and the Authority, without terminating this Lease, may exercise all of the rights and remedies of a landlord under the laws of the State of Florida, Acts of maintenance or preservation, efforts to lease the Premises, or the appointment of receiver upon application of the Authority to protect Authority's interest tinder this Lease shall not constitute an election to terminate Tenant's right to possession. C. Darnages Upon Termination. Should the Authority terminate Tenant's right to possession or terminate this Lease, the Authority shall have all the rights and remedies of a landlord in addition to governmental police power, ail as provided by the laws of the State of Florida, At its option, the Authority may recover possession of the Premises and lease it to another tenant, reimburse itself for any expenses, and apply whatever net rent is derived from this transaction in reduction of the amounts due the Authority from Tenant in rents and other charges. Such re -leasing activity will be at the Authority's option, and the Authority has no duty to exercise this option, but if the Authority does, such activity will not waive or release Tenant from its obligation to pay lease rental under this Lease. Upon termination of Tenant's right to possession or of this Lease, in addition to any other rights and remedies to which the Authority may be entitled under applicable law, Authority shall be entitled to recover from Tenant: (1) the amount at the time of award of the unpaid rental amount and other amounts which had accrued at the time of termination; (2) an amount equal to the amount by which the unpaid rental amount that would have been earned after termination until the time of award exceeds the amount of such rent loss that the Tenant proves could have been reasonably avoided; (3) the worth at the time of award of the amount by which the total unpaid rent for the balance of the term of this Lease after the time of award exceeds the amount of such rent loss that the Tenant proves could be reasonably avoided; and (4) any other amount necessary to compensate the Authority for all the economic losses proximately or consequentially caused to the Authority by Tenant's failure to perform its obligations under this Lease. The amounts referred to in (1) and (2) shall be computed with interest at -the rate of eighteen percent (18%) per annum or the maximum interest rate permitted by law in the State of Florida, whichever is greater, provided, however, that this provision shall not be construed to create all obligation for Tenant to pay a usurious rate of interest to the Authority. The amount referred to in (3) shall be computed by reference to competent appraisal evidence of the formula prescribed by and using the lowest discount rate permitted under applicable law. 31. DES'CRUCTION AND RESTQRA11ON OF PREMISES. In the event that the Premises or the improvements located thereon shall be destroyed in whole or in part by fire, hurricane, flood, or other casualty, then the following will apply: 23 C;��il 16G1 A. If the Premises are partially destroyed and the damage does not exceed fifty percent (50%) of the aggregate value of all of the structure and improvements on the Premises prior to such destruction or damage, then Tenant shall be obligated to reconstruct equivalent structures and improvements on the Premises commencing within six (6) months of the destruction or damage utilizing available insurance proceeds and the Rent described in Section 5 hereof and all other amounts due from Tenant under this Lease shall be proportionately abated (i,e., proportionately suspended) during the period of reconstruction but in no event in excess of twelve (12) months from the date of the partial destruction or damage; provided, however, any abatement of Rent and other amounts hereunder shall be proportionate to the portion of the Premises that is rendered untenantable by the destruction or damage and is not otherwise occupied or used by Tenant; and B. If the Premises are partially orfullydestroyed and the damage to the Premises equals or exceeds fifty percent (50%) of the aggregate value of all of the structure and improvements on the Premises prior to such destruction or damage, then Tenant shall have the option to reconstruct equivalent structures and improvements on the Premises using available insurance proceeds to pay for the reconstruction cost, If the Tenant elects to reconstruct, then Tenant is obligated to commence construction within six (6) months from the date of the destruction or damage and to complete reconstruction within twenty-four (24) months after the date of destruction or damage. For so long as the Tenant is unable to use any portion of the Prem ises, the Rent described in Section 5 hereof and all other amounts due fi-om Tenant under this Lease shall be fully abated (i.e,, fully suspended) during the period of reconstruction but in no event in excess of twenty- four (24) months from the date of the destruction or damage. If Tenant does not elect to reconstruct within six (6) months from the date of the destruction or damage, and Tenant is current in his rental payment obligations hereunder, then this Lease will automatically terminate (and Tenant shall be fully released from all liabilities and obligations hereunder) in which case the Authority will retain the insurance proceeds relating to such destruction or damage as liquidated damages, Any reconstruction by Tenant shall comply with the requirements of Sections 12, 13 and 14 hereinabove, 32. AIRPORT DEVELOPME, NT. Tenant agrees that the Authority may develop or improve the facilities at the Airport as it deems advisable, regardless of the interests of the Tenant, and without interference or hindrance from Tenant. 33, ATTORNEYS' FEES. The prevailing party shall recover the reasonable attorneys' fees and costs incurred to enforce any provision of this Lease including all costs of colleetion, Attorneys' costs and expenses recoverable shall include all reasonable out of pocket expenses and shall not be limited by the Florida Statewide Uniform Guidelines for Taxation of Costs in Civil Actions. 34. RIGHT OF FLIGHT OPERATIONS. Tenant acknowledges and agrees that the Authority reserves for itself, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Premises, together with the right to cause in the airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation of or flight in the airspace, and for use of the airspace for landing on, taking off from, maneuvering, or operating on the Airport. Tenant's use and enjoyment of the Premises is subject to such noise and such other disturbance as may be inherent in such operations. 16GI 35. AIRCRAFT HAZARDS. A. Self -Help by Authority. Tenant acknowledges and agrees that the Authority reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent Tenant from erecting, or permitting to be erected, any building or other structure on or adjacent to the Airport which, in the reasonable opinion of the Authority, would limit the usefulness of the Airport or constitute a hazard to aircraft. B. -Navigational Aids. The Authority reserves the right during the Lease Term, ally renewal thereof, or any extension, to install air navigational aids including lighting, in, under and across the Premises, at the Authority's expense. The Authority agrees to give Tenant no less than ninety (90) days' notice of its intention to install the air navigational aids. AL Tenant expressly agrees for itself, its successors and assigns, to restrict the height of structures, objects of natural growth and other obstructions on the Premises to such height as to comply with Federal Aviation Regulations, Part 77, 37. CONDEMNATION. A. Lease Termination, If, at any time during the term of this Lease, the Authority's possession or rights are terminated, or the entire or substantially all of the Premises shall be taken in condemnation proceedings or by any right of eminent domain, then this Lease shall automatically terminate and expire on the date of such event and the lease rental and other charges payable hereunder shall be apportioned and paid to the date of such event (and the Parties shall be fully released from all liabilities and obligations under this Lease). For purposes of this Section, "substantially all of the Premises" shall be deemed to have been taken if the remaining portion of property cannot be practically and economically used or converted for use by Tenant for the purpose permitted by this Lease, B. Compensation. Nothing herein shall waive any right that the Authority or Tenant may have concerning any rights to be compensated for the appropriation or taking of property or rights by condemnation, 38. NONDISCRIMINATION. The Tenant, for itself, its officers, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that in the event the improvements on the Premises are operated for a purpose for which a Department of Transportation ("DOT") program or activity is extended or for another purpose involving the provision of similar services or benefits, the Tenant shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to 49 CFR Part 21, Nondiscrimination in Federally -assisted Programs of the DOT, and as those regulations may be amended. The Tenant for itself, its officers, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that; A. no person on condition 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 the Premises, B. in the construction or alteration of any improvements on or over the Premises and •25• ONO 16GI 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 discr-imination, C. the Tenant shall use the Premises in compliance with all other requirements imposed by or pursuant to 49 CFR Part 21, Nondiscrimination in Federally -assisted Programs of the DOT, and as those regulations may be amended. 39. GOVERNING LAW. This Lease shall be governed by and interpreted according to the laws of the State of Florida. Any litigation involving this Lease, or the use and occupancy of the Premises, shall be filed and litigated In Collier County, Florida, in a non jury proceeding. Tenant hereby waives and releases any right it has or may have to a trial by jury of any issue. 40. BINDING EFFECT. This Lease shall be binding upon and inure to the benefit of the Parties hereto and their successors and such assigns as may be approved by the Authority. This reference does not authorize an assignment or subletting by Tenant that is inconsistent with the restrictions on assignments and subletting, stated heretofore. 41. REMEWES CUMULATIVE NO WAVER, A. Cumulative Rights. The rights and remedies granted to Authority hereunder shall be deemed to be cumulative and non-exclusive. The failure by Authority at any time to assert any such right or remedy shall not be deemed to be a waiver and shall not preclude the entitlement to or the assertion of such right or remedy at a later date. B. Acceptance of Pailial Payments. The Authority may, at its exclusive option, accept partial or late lease rental payments from Tenant, without waiving any rights concerning collection of the full amount due, and without waiving the Tenant's default for non-payment. Authority may simultaneously accept partial payments due hereunder and stil I proceed to dispossess Tenant and/or terminate this Lease or its right to occupy the Premises. Nothing in this provision shall excuse Tenant from making timely payments as they are due. 42. NOTICE TO PARTIES. it is understood and agreed between the Parties hereto that written notice, mailed by certified mail, return receipt requested, or hand delivered to Authority or Tenant or Tenant's agent shall constitute proper and sufficient notice if sent to the places designated in Section 1 or at such other address as either party may designate to the other by notice in writing. 43. SEVERABILITY. In the event any provision of this Lease is determined by a proper judicial authority to be unenforceable, such provision shall be considered separate and severable from the remaining provision of this Lease, which shall remain in force and be binding as though such unenforceable provision had not been included, unless the Authority in the reasonable exercise of its discretion determines that the provision found to be, unenforceable goes to the essence of this Lease and its absence renders this Lease defective in all material respects, then this Lease shall terminate and be of no further force or effect. • 26 . C�� 16Gi 44. ENTIRE AGREEMENT. This Lease constitutes the entire agreement between the Parties hereto, supersedes all prior written or oral agreements or understandings, and may be modified only by a writing executed by the Parties hereto. 45, DOMINANT AGREEMENTS. Tenant hereby covenants and agrees that all of Tenant's rights and privileges under this Lease are subject and subordinate to any and all rights, liens, licenses, leases, tenancies, mortgages, uses, encumbrances, and other restrictions which may now or hereafter bind the Authority or encumber the Airport (or any pant of the Premises), and to all renewals, modifications and extensions thereof. Without limiting the generality of the foregoing, Tenant expressly understands and agrees that this Lease is subordinate and subject to the Lease Manual, Rules and Regulations, and any and all lending, bonding or certificate of participation, and any and all agreements between the Authority and the FAA, State of Florida, Collier County or other governmental entity or agency, whether presently existing or hereinafter created. During times of war or national emergency, the Authority shall have the right to lease the landing area or any part thereof to the United States Government for military or naval or similar use, and, if such lease is executed, the provisions of this Lease insofar as they are inconsistent with the provisions of the lease to the United States Government, shall be suspended. Any executed lease, including this one, shall be subordinate to the provisions of any existing or future agreement between Authority and the United States, relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the Airport. Tenant hereby covenants and agrees to modify any of the terms and conditions of this Lease that may be determined to be in violation of existing or future laws, regulations, grant assurances or other requirements. In the event the Parties are unable to mutually agree to a reasonable modification of the terms and conditions of this Lease pursuant to this Section 45, the Authority may rescind this Lease by providing thirty (30) days written notice to Tenant. 46, RADON DISCLOSURE, Radon is naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time, Levels of radon that exceed federal and State guidelines have been found in buildings in Florida, Additional information regarding radon and radon testing may be obtained from the Collier County Public Health Unit. 47, HEADINGS. The Section headings are included in this Lease for reference purposes only and shall not be employed to interpret or to construe this Lease. Each entity executing this Lease warrants and covenants that this Lease and its execution has been duly authorized and approved by its respective governing board or authorized agents. 49. AMENDMENT. This Lease shall not be altered, changed, or amended except by instrument in writing executed by the Authority and the Tenant, .27. COD10 1bG1 50, Ir'AA RE,OUIRED CONTRACT PROVISIONS A. Civil Rights — General, The Tenant and its transferee agree to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance, This provision obligates the Tenant or its transferee for the period during which Federal assistance is extended to the Authority through the Airport Improvement Program, In cases where Federal assistance provides, or is in the form of personal property; real property or interest therein; structures or improvements thereon, this provision obligates the party or any transferee for the longer of the following periods: (a) the period during which the property is used by the Authority 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 (b) the period during which the Authority or any transferee retains ownership or possession of the property, B. Civil Rights — Title VI Assurances - Compliance with Nondiscrimination Requirements. During the performance of this Lease, Tenant, for itself, its assignees, and successors in interest agrees as follows: (1) Compliance with Regulations: The Tenant (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. (2) Non-discrimination: The Tenant, with regard to the work performed by it during this Lease, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment, The Tenant will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part21. (3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the Tenant for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Tenant of the Tenant's obligations under this Lease and the Nondiscrimination Acts And Authorities on the grounds of race, color, or national origin, (4) Information and Reports: The Tenant will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Authority or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions, Where any information required of a Tenant is in the exclusive possession of another who fails or refuses to furnish the information, the Tenant will so certify to the Authority or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. (5) Sanctions for Noncompliance: In the event of Tenant's noncompliance with the Non-discrimination provisions of this Lease, the Authority will impose such contractsanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: (a) withholding any payments to the Tenant under this Lease until the Tenant complies; and/or (b) cancelling, terminating, or suspending this Lease, in whole or in part, (6) Incorporation of Provisions: The Tenant will include the provisions of -28- CA.O 16 G I -, Subsections 50.B.(1) through (6) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto, The Tenant will take action with respect to any subcontract or procurement as the Authority or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Tenant becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Tenant may request the Authority to enter into any litigation to protect the interests of the Authority. In addition, the Tenant may request the United States to enter into the litigation to protect the interests of the United States, C. Transfer of Real Property Acquired or Improved Under the Activi1y, Facility. or Pro ram. (1) Tenant for its/his/her 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 during the term of this Lease) that; (a) In the event facilities are constructed, maintained, or otherwise operated on the property described in this Lease for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, Tenant will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. (2) With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, the Authority will have the right to terminate the licenses, leases, permits, etc, and this Lease and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the licenses, leases, permits, etc. and this Lease had never been made or issued. D. Construction/Use/Access to Real Property Acquired Under the Activity, Facility or Program. (1) Tenant for itself/himself/herself, its/his/her heirs, personal representatives, successots in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree (as a covenant running with the land during the term of this Lease) that: (a) no person ai the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (b) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otheiwvise be subjected to discrimination, and (c) that Tenant will use the premises in compliance with all other requirements imposed by or pursuant to the List of Nondiscrimination Acts And Authorities, (2) In the event of breach of any of the above nondiscrimination covenants, the Authority will have the right to terminate the licenses, leases, permits, etc. and this Lease and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if the licenses, leases, permits, etc, and this Lease had never been made or issued. E. Title VI List of Pertinent Nondiscrimination Acts and Authorities, During the performance of this Lease, Tenant, for itself, its assignees, and successors in interest, agrees to comply with the following nondiscrimination statutes and authorities, including but not - 29 . 1bG1 limited to • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); 49 CFR part 21 (Non-discrimination In Federally -Assisted Programs of The Department of Transportation —Effectuation of Title VI of The Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C, § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C, § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27, • The Age Discrimination Act of 1975, as amended, (42 U.S.C, § 6101 et seq,), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 121.31 — 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.0 § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). F. FFgderal Fair Labor Standards Act All contracts and subcontracts that result from this solicitation (including this Lease) incorporate by reference the provisions of 29 CFR pail 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text, The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and pant time workers. Tenant has full responsibility to monitor compliance to the referenced statute or regulation. Tenant must address any claims or disputes that arise from this requirement directly with the US. Department of Labor — Wage and Hour Division. Q. Occupational Safety and Health Act. All contracts and subcontracts that result from this solicitation (including this Lease) incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. Tenant must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. Tenant retains Hill responsibility to monitor its compliance and their subcontractor's compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). Tenant must address -30- 9 16G any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor — Occupational Safety and Health Administration. 51, FLORMA PUBLIC RECORDS LAWS. A, IF TENANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO TENANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS LEASE, CONTACT THE AUTHORITY'S CUSTODIAN OF PUBLIC RECORDS AT: COLLIER COUNTY COMMUNICATIONS & CUSTOMER RELATIONS, 3299 JAMIAMI TRAIL EAST, SUITE -102, NAPLES, FL 34112; TELEPHONE: (239) 252-8999; EMAIL: PUBLICRECORDSREQUEST @COLLIERCOUNTYFL,GOV. B. Tenant acknowledges and agrees that Tenant shall be required to comply with Florida's Public Records Laws, Chapter 119, Florida Statutes, Specifically, Tenant hereby covenants and agrees that it shall: (1) keep and maintain public records required by the Authority to perform the services under this Lease; (2) upon request from the Authority's custodian of public records, provide the Authority with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the term of this Lease and following completion of this Lease if Tenant does not transfer the records to the Authority; and (4) upon completion of this Lease, transfer, at no cost, to the Authority all public records in possession of Tenant or keep and maintain public records required by the Authority to perform the services under this Lease. If Tenant transfers all public records to the Authority upon completion of this Lease, Tenant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Tenant keeps and maintains public records upon completion of this Lease, Tenant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Authority, upon request from the Authority's custodian of public records, in a format that is compatible with the information technology systems of the Authority. IN WITNESS WHEREOF, the Patties have caused this Lease to be executed as of the date first written above. SIGNATURE PAGES FOLLOW •31- 0 16Gi ATTEST: CRYSTAL K. KINZEL, CLERK OF COURTS & COMPTROLLER By: D uty Clerk A 63 sian*m only. Approved as to form and legality: Scott R. Teach, Deputy County Attorney AUTHORITY: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, SERVING AS THE COLLIER COUNTY AIRPORT AUTHORITY -32- Wil ' m L. McDaniel, Jr., Chairman 16Gi COLLIER MOSQUITO CONTROL DISTRICT Witness #2 Name; r By. Patrick Linn Executive Director -33- a 16Gi EXHIBIT "A" [LEGAL DESCRIPTION AND SKETCH] 0 CAO 16G1 0 16 G1 fig r�l l a = 1 jw @$ Y is 1 l�. Exhibit "B" [PROPOSED MASTER PLAN WITH SCHEMATIC DRAWING] i6Gi e� G I IT J�u.0 ��.a 16GI o Exhibit "C" E-VERIFY ENROLLMENT CERTIFICATION TO BE PROVIDED AS REQUIRED BY SECTION 12 OF THIS LEASE 0 1;6G1 Company ID Number: 1609341 THE E•VERIFY MEMORANDUM OF UNDERSTANDING FOR EMPLOYERS ARTICLE I PURPOSE AND AUTHORITY The parties to this agreement are the Department of Homeland Security (DHS) and Collier Mosquito Control District (Employer). The purpose of this agreement is to set forth terms and conditions which the Employer will follow while participating in E-Verify. E-Verify is a program that electronically confirms an employee's eligibility to work in the United States after completion of Form 1-9, Employment Eligibility Verification (Form 1-9), This Memorandum of Understanding (MOU) explains certain features of the E-Verify program and describes specific responsibilities of the Employer, the Social Security Administration (SSA), and DHS. Authority for the E-Verify program is found in Title IV, Subtitle A, of the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA), Pub, L, 104-208, 110 Stat, 3009, as amended (8 U.S.0 § 1324a note). The Federal Acquisition Regulation (FAR) Subpart 22.18, "Employment Eligibility Verification" and Executive Order 12989, as amended, provide authority for Federal contractors and subcontractors (Federal contractor) to use E-Verify to verify the employment eligibility of certain employees working on Federal contracts. ARTICLE II RESPONSIBILITIES A. RESPONSIBILITIES OF THE EMPLOYER 1, The Employer agrees to display the following notices supplied by DHS in a prominent place that is clearly visible to prospective employees and all employees who are to be verified through the system: a. Notice of E-Verify Participation b. Notice of Right to Work 2, The Employer agrees to provide to the SSA and DHS the names, titles, addresses, and telephone numbers of the Employer representatives to be contacted about E-Verify. The Employer also agrees to keep such information current by providing updated information to SSA and DHS whenever the representatives' contact information changes, 3, The Employer agrees to grant E-Verify access only to current employees who need E-Verify access, Employers must promptly terminate an employee's E-Verify access if the employer is separated from the company or no longer needs access to E-Verify. Page 1 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 a T Yl 1'F <• Company ID Number: 1609341 4. The Employer agrees to become familiar with and comply with the most recent version of the E-Verify User Manual. 5, The Employer agrees that any Employer Representative who will create E-Verify cases will complete the E-Verify Tutorial before that individual creates any cases. a, The Employer agrees that all Employer representatives will take the refresher tutorials when prompted by E-Verify in order to continue using E-Verify. Failure to complete a refresher tutorial will prevent the Employer Representative from continued use of E-Verify. 6. The Employer agrees to comply with current Form 1-9 procedures, with two exceptions: a. If an employee presents a "List B" identity document, the Employer agrees to only accept "List B" documents that contain a photo. (List B documents identified in 8 C.F.R. § 274a.2(b)(1)(B)) can be presented during the Form 1-9 process to establish identity,) If an employee objects to the photo requirement for religious reasons, the Employer should contact E-Verify at 888-464-4218. b. If an employee presents a DHS Form 1-551 (Permanent Resident Card), Form 1-766 (Employment Authorization Document), or U.S. Passport or Passport Card to complete Form 1-9, the Employer agrees to make a photocopy of the document and to retain the photocopy with the employee's Form 1-9, The Employer will use the photocopy to verify the photo and to assist DHS with its review of photo mismatches that employees contest. DHS may in the future designate other documents that activate the photo screening tool, Note: Subject only to the exceptions noted previously in this paragraph, employees still retain the right to present any List A, or List B and List C, document(s) to complete the Form 1-9. 7, The Employer agrees to record the case verification number on the employee's Form 1-9 or to print the screen containing the case verification number and attach it to the employee's Form 1-9. 8. The Employer agrees that, although it participates in E-Verify, the Employer has a responsibility to complete, retain, and make available for inspection Forms 1-9 that relate to its employees, or from other requirements of applicable regulations or laws, including the obligation to comply with the antidiscrimination requirements of section 274E of the INA with respect to Form 1-9 procedures. a. The following modified requirements are the only exceptions to an Employer's obligation to not employ unauthorized workers and comply with the anti -discrimination provision of the INA: (1) List B identity documents must have photos, as described in paragraph 6 above; (2) When an Employer confirms the identity and employment eligibility of newly hired employee using E-Verify procedures, the Employer establishes a rebuttable presumption that it has not violated section 274A(a)(1)(A) of the Immigration and Nationality Act (INA) with respect to the hiring of that employee; (3) If the Employer receives a final nonconfirmation for an employee, but continues to employ that person, the Employer must notify DHS and the Employer is subject to a civil money penalty between $550 and $1,100 for each failure to notify DHS of continued employment following a final nonconfirmation; (4) If the Employer continues to employ an employee after receiving a final nonconfirmation, then the Employer is subject to a rebuttable presumption that it has knowingly Page 2 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 0 L16G1 Company ID Number: 1609341 employed an unauthorized alien in violation of section 274A(a)(1)(A); and (5) no E-Verify participant is civilly or criminally liable under any law for any action taken in good faith based on information provided through the E-Verify. b. DHS reserves the right to conduct Form 1-9 compliance inspections, as well as any other enforcement or compliance activity authorized by law, including site visits, to ensure proper use of E-Verify. 9, The Employer is strictly prohibited from creating an E-Verify case before the employee has been hired, meaning that a firm offer of employment was extended and accepted and Form 1-9 was completed. The Employer agrees to create an E-Verify case for new employees within three Employer business days after each employee has been hired (after both Sections 1 and 2 of Form 1-9 have been completed), and to complete as many steps of the E-Verify process as are necessary according to the E-Verify User Manual. If E-Verify is temporarily unavailable, the three-day time period will be extended until it is again operational in order to accommodate the Employer's attempting, in good faith, to make inquiries during the period of unavailability. 10. The Employer agrees not to use E-Verify for pre -employment screening of job applicants, in support of any unlawful employment practice, or for any other use that this MOU or the E-Verify User Manual does not authorize. 11. The Employer must use E-Verify for all new employees. The Employer will not verify selectively and will not verify employees hired before the effective date of this MOU. Employers who are Federal contractors may qualify for exceptions to this requirement as described in Article 11.13 of this MOU. 12. The Employer agrees to follow appropriate procedures (see Article III below) regarding tentative nonconfirmations. The Employer must promptly notify employees in private of the finding and provide them with the notice and letter containing information specific to the employee's E-Verify case. The Employer agrees to provide both the English and the translated notice and letter for employees with limited English proficiency to employees. The Employer agrees to provide written referral instructions to employees and instruct affected employees to bring the English copy of the letter to the SSA. The Employer must allow employees to contest the finding, and not take adverse action against employees if they choose to contest the finding, while their case is still pending. Further, when employees contest a tentative nonconfirmation based upon a photo mismatch, the Employer must take additional steps (see Article III,B. below) to contact DHS with information necessary to resolve the challenge, 13. The Employer agrees not to take any adverse action against an employee based upon the employee's perceived employment eligibility status while SSA or DHS is processing the verification request unless the Employer obtains knowledge (as defined in 8 C.F.R. § 274aA (1)) that the employee is not work authorized. The Employer understands that an initial inability of the SSA or DHS automated verification system to verify work authorization, a tentative nonconfirmation, a case in continuance (indicating the need for additional time for the government to resolve a case), or the finding of a photo mismatch, does not establish, and should not be interpreted as, evidence that the employee is not work authorized. In any of such cases, the employee must be provided a full and fair opportunity to contest the finding, and if he or she does so, the employee may not be terminated or suffer any adverse employment consequences based upon the employee's perceived employment eligibility status Page 3 of 17 E-Verify MOU for Employers I Revision Dale 06/01113 � AQ 4�.�,:,� 16 G i Y it l'.n Company ID Number; 1609341 (including denying, reducing, or extending work hours, delaying or preventing training, requiring an employee to work in poorer conditions, withholding pay, refusing to assign the employee to a Federal contract or other assignment, or otherwise assuming that he or she is unauthorized to work) until and unless secondary verification by SSA or DHS has been completed and a final nonconfirmation has been issued. If the employee does not choose to contest a tentative nonconfirmation or a photo mismatch or if a secondary verification is completed and a final nonconfirmation is issued, then the Employer can find the employee is not work authorized and terminate the employee's employment. Employers or employees with questions about a final nonconfirmation may call E-Verify at 1-888-464- 4218 (customer service) or 1-886-897-7781 (worker hotline). 14. The Employer agrees to comply with Title VII of the Civil Rights Act of 1964 and section 274E of the INA as applicable by not discriminating unlawfully against any individual in hiring, firing, employment eligibility verification, or recruitment or referral practices because of his or her national origin or citizenship status, or by committing discriminatory documentary practices. The Employer understands that such illegal practices can Include selective verification or use of E-Verify except as provided in part D below, or discharging or refusing to hire employees because they appear or sound "foreign" or have received tentative nonconfirmations. The Employer further understands that any violation of the immigration -related unfair employment practices provisions in section 274B of the INA could subject the Employer to civil penalties, back pay awards, and other sanctions, and violations of Title VII could subject the Employer to back pay awards, compensatory and punitive damages. Violations of either section 274B of the INA or Title VII may also lead to the termination of its participation in E-Verify. If the Employer has any questions relating to the anti -discrimination provision, it should contact OSC at 1-800-255-8155 or 1-800-237-2515 (TDD). 15. The Employer agrees that it will use the information it receives from E-Verify only to confirm the employment eligibility of employees as authorized by this MOU. The Employer agrees that it will safeguard this information, and means of access to it (such as PINS and passwords), to ensure that it is not used for any other purpose and as necessary to protect its confidentiality, including ensuring that it is not disseminated to any person other than employees of the Employer who are authorized to perform the Employer's responsibilities under this MOU, except for such dissemination as may be authorized in advance by SSA or DHS for legitimate purposes. 16, The Employer agrees to notify DHS immediately in the event of a breach of personal information. Breaches are defined as loss of control or unauthorized access to E-Verify personal data. All suspected or confirmed breaches should be reported by calling 1-888-464-4218 or via email at E-Verifyadhs.gov. Please use "Privacy Incident — Password" in the subject line of your email when sending a breach report to E-Verify. 17. The Employer acknowledges that the information it receives from SSA is governed by the Privacy Act (5 U.S.C. § 552a(i)(1) and (3)) and the Social Security Act (42 U.S,C. 1306(a)). Any person who obtains this information under false pretenses or uses it for any purpose other than as provided for in this MOU may be subject to criminal penalties. 18. The Employer agrees to cooperate with DHS and SSA in their compliance monitoring and evaluation of E-Verify, which includes permitting DHS, SSA, their contractors and other agents, upon Page 4 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 CAO, 16GI Company ID Number; 1609341 reasonable notice, to review Forms 1-9 and other employment records and to interview it and its employees regarding the Employer's use of E-Verify, and to respond in a prompt and accurate manner to DHS requests for information relating to their participation in E-Verify. 19. The Employer shall not make any false or unauthorized claims or references about its participation in E-Verify on its website, in advertising materials, or other media. The Employer shall not describe its services as federally -approved, federally -certified, or federally -recognized, or use language with a similar intent on its website or other materials provided to the public. Entering into this MOU does not mean that E-Verify endorses or authorizes your E-Verify services and any claim to that effect is false. 20. The Employer shall not state in its website or other public documents that any language used therein has been provided or approved by DNS, USCIS or the Verification Division, without first obtaining the prior written consent of DHS, 21. The Employer agrees that E-Verify trademarks and logos may be used only under license by DHS/USCIS (see M-795 (Web)) and, other than pursuant to the specific terms of such license, may not be used in any manner that might imply that the Employer's services, products, websites, or publications are sponsored by, endorsed by, licensed by, or affiliated with DHS, USCIS, or E-Verify. 22, The Employer understands that if it uses E-Verify procedures for any purpose other than as authorized by this MOU, the Employer may be subject to appropriate legal action and termination of its participation in E-Verify according to this MOU. B. RESPONSIBILITIES OF FEDERAL CONTRACTORS 1. If the Employer is a Federal contractor with the FAR E-Verify clause subject to the employment verification terms in Subpart 22.18 of the FAR, it will become familiar with and comply with the most current version of the E-Verify User Manual for Federal Contractors as well as the E-Verify Supplemental Guide for Federal Contractors, 2, In addition to the responsibilities of every employer outlined in this MOU, the Employer understands that if it is a Federal contractor subject to the employment verification terms in Subpart 22.18 of the FAR it must verify the employment eligibility of any "employee assigned to the contract" (as defined in FAR 22.1801). Once an employee has been verified through E-Verify by the Employer, the Employer may not create a second case for the employee through E-Verify. a. An Employer that is not enrolled in E-Verify as a Federal contractor at the time of a contract award must enroll as a Federal contractor in the E-Verify program within 30 calendar days of contract award and, within 90 days of enrollment, begin to verify employment eligibility of new hires using E-Verify. The Employer must verify those employees who are working in the United States, whether or not they are assigned to the contract. Once the Employer begins verifying new hires, such verification of new hires must be initiated within three business days after the hire date, Once enrolled in E-Verify as a Federal contractor, the Employer must begin verification of employees assigned to the contract within 90 calendar days after the date of enrollment or within 30 days of an employee's assignment to the contract, whichever date is later. Page 5 of 17 E-Verify MOU for Employers I Revislon Date 06/01/13 CAC) 16GI F.-Verify- Company ID Number: 1609341 b. Employers enrolled in E-Verify as a Federal contractor for 90 days or more at the time of a contract award must use E-Verify to begin verification of employment eligibility for new hires of the Employer who are working in the United States, whether or not assigned to the contract, within three business days after the date of hire. If the Employer is enrolled in E-Verify as a Federal contractor for 90 calendar days or less at the time of contract award, the Employer must, within 90 days of enrollment, begin to use E-Verify to initiate verification of new hires of the contractor who are working in the United States, whether or not assigned to the contract. Such verification of new hires must be initiated within three business days after the date of hire, An Employer enrolled as a Federal contractor in E-Verify must begin verification of each employee assigned to the contract within 90 calendar days after date of contract award or within 30 days after assignment to the contract, whichever is later. c. Federal contractors that are institutions of higher education (as defined at 20 U.S.C. 1001(a)), state or local governments, governments of Federally recognized Indian tribes, or sureties performing under a takeover agreement entered into with a Federal agency under a performance bond may choose to only verify new and existing employees assigned to the Federal contract. Such Federal contractors may, however, elect to verify all new hires, and/or all existing employees hired after November 6, 1986. Employers in this category must begin verification of employees assigned to the contract within 90 calendar days after the date of enrollment or within 30 days of an employee's assignment to the contract, whichever date is later. d. Upon enrollment, Employers who are Federal contractors may elect to verify employment eligibility of all existing employees working in the United States who were hired after November 6, 1986, instead of verifying only those employees assigned to a covered Federal contract. After enrollment, Employers must elect to verify existing staff following DHS procedures and begin E-Verify verification of all existing employees within 180 days after the election. e. The Employer may use a previously completed Form 1-9 as the basis for creating an E-Verify case for an employee assigned to a contract as long as: i. That Form 1-9 is complete (including the SSN) and complies with Article II.A.6, ii. The employee's work authorization has not expired, and iii. The Employer has reviewed the Form 1-9 information either in person or in communications with the employee to ensure that the employee's Section 1, Form 1-9 attestation has not changed (including, but not limited to, a lawful permanent resident alien having become a naturalized U.S. citizen). f. The Employer shall complete a new Form 1-9 consistent with Article II.A.6 or update the previous Form 1-9 to provide the necessary information if: I. The Employer cannot determine that Form 1-9 complies with Article II.A.6, ii. The employee's basis for work authorization as attested in Section 1 has expired or changed, or iii. The Form 1-9 contains no SSN or is otherwise incomplete. Note: If Section 1 of Form 1-9 is otherwise valid and up-to-date and the form otherwise complies with Page 6 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 CA() 16GE-Verify... Company ID Number; 1609341 Article II.C.5, but reflects documentation (such as a U.S. passport or Form 1-551) that expired after completing Form 1-9, the Employer shall not require the production of additional documentation, or use the photo screening tool described in Article II.A.5, subject to any additional or superseding instructions that may be provided on this subject in the E-Verify User Manual. g. The Employer agrees not to require a second verification using E-Verify of any assigned employee who has previously been verified as a newly hired employee under this MOU or to authorize verification of any existing employee by any Employer that is not a Federal contractor based on this Article. 3. The Employer understands that if it is a Federal contractor, its compliance with this MOU is a performance requirement under the terms of the Federal contract or subcontract, and the Employer consents to the release of information relating to compliance with its verification responsibilities under this MOU to contracting officers or other officials authorized to review the Employer's compliance with Federal contracting requirements. C. RESPONSIBILITIES OF SSA 1. SSA agrees to allow DHS to compare data provided by the Employer against SSA's database. SSA sends DHS confirmation that the data sent either matches or does not match the information in SSA's database, 2. SSA agrees to safeguard the information the Employer provides through E-Verify procedures. SSA also agrees to limit access to such information, as is appropriate by law, to individuals responsible for the verification of Social Security numbers or responsible for evaluation of E-Verify or such other persons or entities who may be authorized by SSA as governed by the Privacy Act (5 U.S.C. § 552a), the Social Security Act (42 U.S.C. 1306(a)), and SSA regulations (20 CFR Part 401). 3. SSA agrees to provide case results from its database within three Federal Government work days of the initial inquiry. E-Verify provides the information to the Employer. 4. SSA agrees to update SSA records as necessary if the employee who contests the SSA tentative nonconfirmation visits an SSA field office and provides the required evidence. If the employee visits an SSA field office within the eight Federal Government work days from the date of referral to SSA, SSA agrees to update SSA records, if appropriate, within the eight -day period unless SSA determines that more than eight days may be necessary, In such cases, SSA will provide additional instructions to the employee. If the employee does not visit SSA in the time allowed, E-Verify may provide a final nonconfirmation to the employer, Note: If an Employer experiences technical problems, or has a policy question, the employer should contact E-Verify at 1-888-464-4218. D. RESPONSIBILITIES OF DHS 1. DHS agrees to provide the Employer with selected data from DHS databases to enable the Employer to conduct, to the extent authorized by this MOU: a. Automated verification checks on alien employees by electronic means, and Page 7 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 9 16G� Company 10 Number; 1609341 b. Photo verification checks (when available) on employees, 2. DHS agrees to assist the Employer with operational problems associated with the Employer's participation in E-Verify. DHS agrees to provide the Employer names, titles, addresses, and telephone numbers of DHS representatives to be contacted during the E-Verify process. 3. DHS agrees to provide to the Employer with access to E-Verify training materials as well as an E-Verify User Manual that contain instructions on E-Verify policies, procedures, and requirements for both SSA and DHS, including restrictions on the use of E-Verify. 4. DHS agrees to train Employers on all important changes made to E-Verify through the use of mandatory refresher tutorials and updates to the E-Verify User Manual, Even without changes to E-Verify, DHS reserves the right to require employers to take mandatory refresher tutorials. 5. DHS agrees to provide to the Employer a notice, which indicates the Employer's participation in E-Verify. DHS also agrees to provide to the Employer anti -discrimination notices issued by the Office of Special Counsel for Immigration -Related Unfair Employment Practices (OSC), Civil Rights Division, U.S. Department of Justice. 6. DHS agrees to issue each of the Employer's E-Verify users a unique user identification number and password that permits them to log in to E-Verify. 7. DHS agrees to safeguard the information the Employer provides, and to limit access to such information to individuals responsible for the verification process, for evaluation of E-Verify, or to such other persons or entities as may be authorized by applicable law. Information will be used only to verify the accuracy of Social Security numbers and employment eligibility, to enforce the INA and Federal criminal laws, and to administer Federal contracting requirements. 8. DHS agrees to provide a means of automated verification that provides (in conjunction with SSA verification procedures) confirmation or tentative nonconfirmation of employees' employment eligibility within three Federal Government work days of the initial inquiry. 9. DHS agrees to provide a means of secondary verification (including updating DHS records) for employees who contest DHS tentative nonconfirmations and photo mismatch tentative nonconfirmations, This provides final confirmation or nonconfirmation of the employees' employment eligibility within 10 Federal Government work days of the date of referral to DHS, unless DHS determines that more than 10 days may be necessary. In such cases, DHS will provide additional verification instructions. ARTICLE III REFERRAL OF INDIVIDUALS TO SSA AND DHS A. REFERRAL TO SSA 1. If the Employer receives a tentative nonconfirmation issued by SSA, the Employer must print the notice as directed by E-Verify. The Employer must promptly notify employees in private of the finding and provide them with the notice and letter containing information specific to the employee's E-Verify Page 8 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 9 E-Verify Company ID Number; 1609341 case. The Employer also agrees to provide both the English and the translated notice and letter for employees with limited English proficiency to employees. The Employer agrees to provide written referral instructions to employees and instruct affected employees to bring the English copy of the letter to the SSA. The Employer must allow employees to contest the finding, and not take adverse action against employees if they choose to contest the finding, while their case is still pending. 2. The Employer agrees to obtain the employee's response about whether he or she will contest the tentative nonconfirmation as soon as possible after the Employer receives the tentative nonconfirmation. Only the employee may determine whether he or she will contest the tentative nonconfirmation. 3. After a tentative nonconfirmation, the Employer will refer employees to SSA field offices only as directed by E-Verify. The Employer must record the case verification number, review the employee information submitted to E-Verify to identify any errors, and find out whether the employee contests the tentative nonconfirmation. The Employer will transmit the Social Security number, or any other corrected employee information that SSA requests, to SSA for verification again if this review indicates a need to do so. 4. The Employer will instruct the employee to visit an SSA office within eight Federal Government work days. SSA will electronically transmit the result of the referral to the Employer within 10 Federal Government work days of the referral unless it determines that more than 10 days is necessary. 5. While waiting for case results, the Employer agrees to check the E-Verify system regularly for case updates. 6. The Employer agrees not to ask the employee to obtain a printout from the Social Security Administration number database (the Numident) or other written verification of the SSN from the SSA. B. REFERRAL TO DHS 1. If the Employer receives a tentative nonconfirmation issued by DHS, the Employer must promptly notify employees in private of the finding and provide them with the notice and letter containing information specific to the employee's E-Verify case. The Employer also agrees to provide both the English and the translated notice and letter for employees with limited English proficiency to employees. The Employer must allow employees to contest the finding, and not take adverse action against employees if they choose to contest the finding, while their case is still pending. 2. The Employer agrees to obtain the employee's response about whether he or she will contest the tentative nonconfirmation as soon as possible after the Employer receives the tentative nonconfirmation. Only the employee may determine whether he or she will contest the tentative nonconfirmation. 3. The Employer agrees to refer individuals to DHS only when the employee chooses to contest a tentative nonconfirmation. 4. If the employee contests a tentative nonconfirmation issued by DHS, the Employer will instruct the Page 9 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 16 G i Company ID Number: 1609341 employee to contact DHS through its toll -free hotline (as found on the referral letter) within eight Federal Government work days. 5. If the Employer finds a photo mismatch, the Employer must provide the photo mismatch tentative nonconfirmation notice and follow the instructions outlined in paragraph 1 of this section for tentative nonconfirmations, generally, 6. The Employer agrees that if an employee contests a tentative nonconfirmation based upon a photo mismatch, the Employer will send a copy of the employee's Form 1-551, Form 1-766, U.S. Passport, or passport card to DHS for review by: a. Scanning and uploading the document, or b. Sending a photocopy of the document by express mail (furnished and paid for by the employer). 7. The Employer understands that if it cannot determine whether there is a photo match/mismatch, the Employer must forward the employee's documentation to DHS as described in the preceding paragraph. The Employer agrees to resolve the case as specified by the DHS representative who will determine the photo match or mismatch. 8. DHS will electronically transmit the result of the referral to the Employer within 10 Federal Government work days of the referral unless it determines that more than 10 days is necessary. 9. While waiting for case results, the Employer agrees to check the E-Verify system regularly for case updates. ARTICLE IV SERVICE PROVISIONS A. NO SERVICE FEES 1. SSA and DHS will not charge the Employer for verification services performed under this MOU. The Employer is responsible for providing equipment needed to make inquiries. To access E-Verify, an Employer will need a personal computer with Internet access. ARTICLE V MODIFICATION AND TERMINATION A. MODIFICATION 1, This MOU is effective upon the signature of all parties and shall continue in effect for as long as the SSA and DHS operates the E-Verify program unless modified in writing by the mutual consent of all parties. 2, Any and all E-Verify system enhancements by DHS or SSA, including but not limited to E-Verify checking against additional data sources and instituting new verification policies or procedures, will be covered under this MOU and will not cause the need for a supplemental MOU that outlines these changes. Page 10 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 L� Company ID Number; 1609341 B. TERMINATION 1. The Employer may terminate this MOU and its participation in E-Verify at any time upon 30 days prior written notice to the other parties. 2. Notwithstanding Article V, part A of this MOU, DHS may terminate this MOU, and thereby the Employer's participation in E-Verify, with or without notice at any time if deemed necessary because of the requirements of law or policy, or upon a determination by SSA or DHS that there has been a breach of system integrity or security by the Employer, or a failure on the part of the Employer to comply with established E-Verify procedures and/or legal requirements. The Employer understands that if it is a Federal contractor, termination of this MOU by any party for any reason may negatively affect the performance of its contractual responsibilities. Similarly, the Employer understands that if it is in a state where E-Verify is mandatory, termination of this by any party MOU may negatively affect the Employer's business. 3. An Employer that is a Federal contractor may terminate this MOU when the Federal contract that requires its participation in E-Verify is terminated or completed. In such cases, the Federal contractor must provide written notice to DHS. If an Employer that is a Federal contractor fails to provide such notice, then that Employer will remain an E-Verify participant, will remain bound by the terms of this MOU that apply to non -Federal contractor participants, and will be required to use the E-Verify procedures to verify the employment eligibility of all newly hired employees, 4. The Employer agrees that E-Verify is not liable for any losses, financial or otherwise, if the Employer is terminated from E-Verify. ARTICLE VI PARTIES A. Some or all SSA and DHS responsibilities under this MOU may be performed by contractor(s), and SSA and DHS may adjust verification responsibilities between each other as necessary. By separate agreement with DHS, SSA has agreed to perform its responsibilities as described in this MOU. B. Nothing in this MOU is intended, or should be construed, to create any right or benefit, substantive or procedural, enforceable at law by any third party against the United States, its agencies, officers, or employees, or against the Employer, its agents, officers, or employees. C. The Employer may not assign, directly or indirectly, whether by operation of law, change of control or merger, all or any part of its rights or obligations under this MOU without the prior written consent of DHS, which consent shall not be unreasonably withheld or delayed. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations herein is void. D. Each party shall be solely responsible for defending any claim or action against it arising out of or related to E-Verify or this MOU, whether civil or criminal, and for any liability wherefrom, including (but not limited to) any dispute between the Employer and any other person or entity regarding the applicability of Section 403(d) of IIRIRA to any action taken or allegedly taken by the Employer. E. The Employer understands that its participation in E-Verify is not confidential information and may be disclosed as authorized or required by law and DHS or SSA policy, including but not limited to, Page 11 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 Company ID Number: 1609341 Congressional oversight, E-Verify publicity and media inquiries, determinations of compliance with Federal contractual requirements, and responses to inquiries under the Freedom of Information Act (FOIA). F. The individuals whose signatures appear below represent that they are authorized to enter into this MOU on behalf of the Employer and DHS respectively. The Employer understands that any inaccurate statement, representation, data or other information provided to DHS may subject the Employer, its subcontractors, its employees, or its representatives to: (1) prosecution for false statements pursuant to 18 U.S.C. 1001 and/or; (2) immediate termination of its MOU and/or; (3) possible debarment or suspension. G. The foregoing constitutes the full agreement on this subject between DHS and the Employer. To be accepted as an E-Verify participant, you should only sign the Employer's Section of the signature page. If you have any questions, contact E-Verify at 1-888.464-4218. Page 12 of 17 E-Verify MOU for Employers I Revision Date 06/01113 16 G I Company ID Number: 1609341 Approved by: Employer Collier Mosquito Control District Name (Please Type or Print) Title Stacy J Welch Signature Date Electronically Signed 11/18/2020 Department of Homeland Security — Verification Division Name (Please Type or Print) Title USCIS Verification Division Signature Date Electronically Signed 11/18/2020 Page 13 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 t16Gi Company ID Number; 1609341 Information Required for the E-Verify Program Information relating to your Company: Company Name Collier Mosquito Control District Company Facility Address 600 North Rd Naples, FL 34104 Company Alternate Address County or Parish COLLIER Employer Identification Number 596014954 North American Industry Classification Systems Code 115 Parent Company Number of Employees 20 to 99 Number of Sites Verified for 1 site(s) Page 14 of 17 E-Verify MOU for Employers I Revision Date 06101/13 0111-10 16Gi —Ve r i Company ID Number; 1609341 Are you verifying for more than 1 site? If yes, please provide the number of sites verified for in each State: FL Page 15 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 q�-O i6G� �S Company ID Number; 1609341 Information relating to the Program Administrator(s) for your Company on policy questions or operational problems: Name Jesvia Alvarado Phone Number 2394344643 Fax 2394361005 Email ialvarado(cD.cmcd.ora Name Patrick Linn Phone Number 2394361000 Fax 2394361005 Email Plinn(a).cmcd.ora Name Stacv J Welch Phone Number 2394344647 Fax 2394361001 Email siwelch(d�cmcd.oro Page 16 of 17 E-Verify MOU for Employers i Revision Date 06/01/13 ( OAO 'Vt:1�IF� 6 G 1 Company ID Number: 1609341 This list represents the first 20 Program Administrators listed for this company. Page 17 of 17 E-Verity MOU for Employers i Revision Dale 06/01/13 \