Solicitation_-_Space_Use_Agreement_Example.pdf

SPACE/USE AGREEMENT

THE GREATER ORLANDO AVIATION AUTHORITY, hereinafter referred to as “Authority,” by its execution hereof, hereby authorizes the following person or entity, hereinafter referred to as “Company” to conduct business at Orlando International Airport, hereinafter referred to as “the Airport,” for the purpose or purposes and on the terms and conditions hereinafter stated.

follows:

1. Company. The name, address and telephone numbers of the Company hereunder are as

Name:

Address:

Mailing address:

Contact:

Telephone: Fax:

Cell phone: Other:

E-mail:

Company Financial Billing Contact(s):

Name:

Telephone: Fax:

Company - 24 Hour Emergency Contacts – minimum of 2 contacts required

Name & Title:

Telephone: Fax:

Telephone: Fax:

Last Updated: 1/16/2019

Company Insurance Contact

Telephone: Fax:

2. Space to be Occupied. Company is authorized to use the space at the Airport described in Paragraph A-1 of Attachment A.

3. Consideration-Space Rental. In consideration for the rights granted hereunder by Authority, Company hereby agrees to pay to Authority monthly, in advance, on the first (1st) day of each calendar month during the term hereof, the sum shown in Paragraph A-2 of Attachment A plus any and all sales or use taxes due thereon. Authority reserves the right to make adjustments to the rental due hereunder annually, effective October 1, upon written notice and, at any other time upon at least thirty (30) days prior written notice to Company.

All payments due hereunder shall be remitted to the Chief Financial Officer, Greater Orlando

Aviation Authority, One Jeff Fuqua Boulevard, Orlando, Florida 32827-4399; without demand, set-off or deduction.

In the event that the term of this Agreement shall commence or end on any day other than the first and last day, respectively, of a calendar month such consideration due hereunder for a portion of such month shall be prorated on a per-diem basis, and the first payment shall be due on or before the effective date hereof.

4. Term. This Agreement is effective, from the Effective Date (as defined in Paragraph A-3 of Attachment A), to permit use or occupancy for the period stated in Paragraph A-3 of Attachment A, as the initial term (the “Initial Term”), unless sooner terminated in accordance with the terms and provisions hereof. Notwithstanding the foregoing, either party hereto shall have the right to terminate this Agreement prior to the date upon which it would otherwise expire by giving the other party at least thirty (30) days prior written notice of its intention to do so.

5. Amount of Insurance Required. Commercial general liability, automobile liability, and workers compensation and employer’s liability insurance is required to be carried by Company under subparagraphs J(1) and J(2) hereof. The amounts of coverage are specified in Paragraph A-4 of Attachment A.

6. Security Deposit. The amount of the security deposit to be held subject to the provisions of Paragraph S hereof is shown in Paragraph A-5 of Attachment A.

7. Turn-In Fee. The amount of the non-refundable turn-in fee to be held subject to the provisions of Paragraph T hereof is shown in Paragraph A-6 of Attachment A.

8. Utility and Service Charges. Except as otherwise expressly shown in Paragraph A-7 of Attachment A, Company shall be responsible for all utility and service charges.

9. Additional Terms and Conditions. Company does hereby further agree to abide by all of the Terms and Conditions attached hereto. Special terms and conditions are shown in Paragraph A-8 of Attachment A.

10. Amendments. Amendments to this Agreement may be made by a revision of Attachment A and executing a numbered and dated Letter of Amendment.

ATTACHMENT A

SPACE USE AGREEMENT

COMPANY NAME

A-1. SPACE TO BE OCCUPIED.

portion of Building 0858, located at 6150 Cargo Road, Orlando, Florida 32827, as more particularly described on the attached Exhibit “A”.

A-2. SPACE RENTAL CHARGE.

Assigned Space Sq. Ft. Rate Per Sq. Ft. Annual Rent Monthly Rent

OIA._________________ ______ SF $0.00 $ 0.00 $ 0.00

Total

Plus, applicable Florida state sales tax

A-3. TERM.

The Initial Term of use and occupancy permitted under this Agreement will commence on

___________, 20____ (the "Effective Date") and expire on ___________, 20____, subject to all rights of renewal and termination set forth herein.

A-4. INSURANCE REQUIREMENTS.

In accordance with Authority’s policy and procedures the minimum coverage required is:

Automobile liability $1,000,000 or $5,000,000 if AOA access required.

Commercial General Liability $1,000,000 or $5,000,000 if AOA access required.

Workers Compensation

Employer’s Liability

As required by the laws of Florida.

Not less than $100,000 “each accident”, $500,000

“disease-policy limit” and $100,000 “disease-policy – each employee”

Evidence of current coverage is to be kept on file with the Authority or its designated agents.

A-5. AMOUNT OF SECURITY DEPOSIT: $0.00.

A-6. AMOUNT OF TURN-IN FEE: N/A

A-7. UTILITY & SERVICE CHARGES.

Company Authority Comments

Electricity

✓ See below

Telephone ✓

Water

Sewer

Janitorial

Trash Removal

Pest Control

Internet ✓

Service(s) provided by Authority is limited to the term of the Company’s contract _______________.

A-8. SPECIAL CONDITIONS.

1. Company is being provided this assigned space at the discretion of the Aviation Authority for its use during the time that it is providing services to the Aviation Authority pursuant to that certain contract __________________ at the Orlando International Airport (the “Contract”) which expires _______ (___) months after the Initial Term to commence on or about _________, 20____, and with the Aviation Authority having two (2) additional renewal option periods of one (1) year each.

2. The Term of this Agreement is twelve (12) months, subject to automatic renewal and termination rights set forth herein, however, in no event shall it exceed the term of the Contract. If Company occupies the space beyond the expiration of its Contract, the Company acknowledges and agrees that it will be liable for payment of rent at the then current fair market value, Utility and Service Charges, and Taxes and Assessments per Section 7 of this agreement.

3. The Aviation Authority may relocate the Company, upon seven (7) days written notice, to other assigned space on the airport in its sole and absolute discretion and said relocation shall be at the Companies sole cost and expense.

4. The assigned premises is a portion of Building 858, and may have other occupants, at the Authority’s sole discretion. The unassigned areas, not including vacant offices, are shared non-exclusive areas for the use of all occupants with assigned premises within the building.

5. The Company shall park in the non-reserved parking spaces available to all occupants of Building 858. The Company shall not park any oversized vehicles in the parking lot without the prior written approval of the Aviation Authority, said approval shall be in the sole discretion of the Aviation Authority.

6. The Company shall not install signage of any type, make alterations or improvements to the space without the prior written approval from the Aviation Authority and in accordance with the Aviation Authority’s Tenant Design Guidelines.

[Intentionally Blank]

GREATER ORLANDO AVIATION AUTHORITY

TERMS AND CONDITIONS OF SPACE/USE AGREEMENT

A. Maintenance of Assigned Space. Company accepts the space, if any, assigned under Attachment A hereof, hereinafter referred to as “Assigned Space,” in its present condition, “as is”.

Notwithstanding the obligations set forth in Paragraph A-7 of Attachment A hereof, Company shall be responsible to maintain and repair the Assigned Space and to keep the Assigned Space in good, clean and attractive condition. Unless expressly included in the rates specified in Attachment A, Company shall promptly pay or reimburse Authority for the cost of any and all maintenance, replacement and repair which may be required to restore or repair the Assigned Space and any of its fixtures, equipment and mechanical systems as a result of the neglect by, or loss or damage caused by, Company or any of its officers, employees, agents, invitees or licensees, or which otherwise results from Company's use or occupancy of the Assigned Space, reasonable use and wear excepted. Authority shall have the right, at any time and from time to time, to cause maintenance to be performed and repairs to be made in and to the Assigned Space and the fixtures, equipment and mechanical systems located therein, and the term of this Agreement shall not be extended nor shall there be any abatement of the sums payable to Authority hereunder by reason thereof. The performance of maintenance and repair by the Authority shall in no event be construed as a waiver of the Company’s duty to maintain and repair as herein provided. Notwithstanding the foregoing, Authority shall provide pest control and janitorial service to the Assigned Space. Company shall reimburse Authority for the fees and charges associated with such services within thirty (30) days after receipt of an invoice therefor from Authority. Unless Authority's written approval has been first obtained in each instance, Company shall not post any signs in the Assigned Space or at the Airport which are in public view, nor shall Company make any alterations, additions, decorations, improvements, or structural changes in or to the Assigned Space, or alter the point of supply of any utilities therein.

B. Company's Property. Any and all property belonging to, or brought onto the Airport by, Company or any of its officers, employees, agents, invitees or licensees shall be at the sole risk of Company. Subject to Authority's right of approval as set forth in Paragraph A hereof, Company may place and install trade fixtures and other personal property in the Assigned Space for use in connection with its operations hereunder, and the same shall be and remain the property of Company. Company shall, however, be responsible for the cost of repairing any damage to the Assigned Space or any other improvements of Authority which are caused by the removal of any such trade fixtures and personal property. Notwithstanding the foregoing, however, if Company shall at any time be in default hereunder, then Authority shall have the benefit of any statutory liens on Company's property located in the Assigned Space which are available to it under the laws of the State of Florida, and Company shall not remove or permit the removal of any of such property until all amounts secured by such liens have been paid and all other defaults under this Agreement have been cured.

C. Authority's Right to Enter. Authority and its designated agents shall have the right to enter the Assigned Space at any reasonable time after reasonable prior notice to the Company if feasible under the circumstances, for inspection, maintenance, repair, attending to emergencies or any other reasonable purpose.

D. Utilities. Unless expressly provided otherwise herein, Company shall be responsible for obtaining and paying for all utilities (including, without limitation, electricity, water, sewer, and telephone) used or consumed in the Assigned Space.

E. Access. Company and its officers, employees, agents and invitees shall, subject to the reasonable rules and regulations of the Authority, have the right of ingress and egress to and from the Assigned Space.

F. Taxes and Assessments. Company shall pay, on or before the due date established therefor, all taxes, assessments (including, without limitation, storm water utility charges) and impact fees which are levied against or in connection with the Assigned Space, Company's interest therein and the property and improvements of Company for the term hereof or attributable to Company's activities at the Assigned Space or at the Airport. If the term of this Agreement expires or is earlier terminated prior to the close of the tax year for which any such tax is payable, or if the term of this Agreement commences on a date other than the first day of such tax year, Company shall be responsible for paying a percentage of the tax calculated by dividing the number of days that this Agreement was in effect during such tax year by the total number of days that the Assigned Space was leased to tenants (excluding any tenant performing a governmental, municipal or public purpose or function or which uses the Assigned Space exclusively for literary, scientific, religious or charitable purposes) during such tax year. If this Agreement is in effect for a period less than any entire period for which an assessment other than a tax is imposed, Company shall pay a percentage of the assessment calculated by dividing the number of days this Agreement was in effect during that assessment period by the total number of days in the assessment period. Company's obligations under this Paragraph F shall survive the expiration or earlier termination of this Agreement.

Nothing contained herein shall be construed as a release or waiver on the part of Authority, as a political subdivision of the State of Florida and the City of Orlando (“City”), or on the part of the City, of the right to assess, levy or collect any license, personal, tangible, intangible, occupation or other tax, fee or assessment which they, or either of them, may lawfully impose on the business or property of Company.

G. Rules and Regulations. Company covenants and agrees to observe and comply with all reasonable rules and regulations of Authority which now exist or may hereafter be promulgated from time to time governing conduct on and operations at the Airport and the use of its facilities. Company further covenants and agrees to observe and comply with any and all valid and applicable requirements of all duly-constituted public authorities and with all federal, state and local statutes, ordinances and regulations applicable to Company, the Assigned Space or the Airport. Company agrees to pay or reimburse Authority for any fines which may be assessed against Authority as a result of the violation by Company of any applicable security regulation at the Airport, which payment shall be made by Company within fifteen (15) days from receipt of Authority’s invoice for such amount and documentation showing that payment of such fine is Company’s responsibility hereunder.

H. Indemnification. Company shall indemnify, defend and hold completely harmless

Authority, the City and the members (including, without limitation, all members of the governing board of Authority, the Orlando City Council and the advisory committees of each), officers, agents and employees of each, (the “Indemnified Parties”) from and against any and all claims, suits, demands, judgments, losses, costs, fines, penalties, damages, liabilities (including statutory liability and liability under Workers' Compensation Laws), and expenses (including all costs for investigation and defense thereof, including, but not limited to, court costs, reasonable expert witness fees and Attorneys' Fees) which may be incurred by, charged to or recovered from any of the foregoing (a) arising directly or indirectly out of the use, occupancy or maintenance of the Assigned Space, including any Improvement thereto, or Company's operations at the Airport or in connection with any of Company's rights and obligations contained in this Agreement, including, but not limited to, any and all claims for damages as a result of the injury to or death of any person or persons, or damage to any property which arises as a result of any act or omission on the part of the Company or its officers, partners, employees, agents, contractors, subcontractors, or licensees, regardless of where the damage, injury or death occurred, unless such claim, suit, demand, judgment, loss, cost, fine, penalty, damage, liability or expense was proximately caused solely by Indemnified Parties’ negligence or by the joint negligence of Authority the Indemnified Parties and any person other than Company or Company's officers, partners, employees, agents, contractors, subcontractors, licensees or invitees or (b) arising out of the failure of Company to keep, observe or perform any of its obligations under this Agreement. Authority shall give Company reasonable notice of any suit or claim for which indemnification will be sought under this Paragraph H and allow Company or its insurer to compromise and defend the same to the extent of its interests (subject to the Authority’s right to approve any proposed settlement, which approval shall not be unreasonably withheld) and reasonably cooperate with the defense of any such suit or claim. In carrying out its obligations under this Paragraph H, Company shall use counsel reasonably acceptable to Authority.

The foregoing provisions of this Paragraph H are not intended and shall not be construed to limit in any manner whatsoever the protection or benefits to which Authority otherwise would be entitled as an additional insured under any liability insurance maintained or required to be maintained by Company under this Agreement.

I. Waiver of Damage. Company hereby expressly waives and releases any cause of action or right of recovery for compensation for any and all loss or damage sustained by reason of any fire, defect, deficiency or impairments of any of the services in or to the Assigned Space or the Airport, including, but not limited to, electrical power, gas, telephone service, steam, heating, air conditioning, water supply, drainage or sewage systems, or from wires leading to or inside of any space or structure, or by reason of any loss resulting from the failure of any such system or facility unless such loss or damage is due to the negligence or willful misconduct of Authority or its officers, agents, employees, subcontractors or suppliers.

J. Insurance Requirements. Company shall, at its own cost and expense, purchase and maintain throughout the term of this Agreement the following insurance:

(1) Automobile liability insurance (any auto, including owned autos, non-autos and hired autos), and Commercial general liability insurance (including, but not limited to Premises/Operations, Products/Completed Operations, Contractual, Independent Contractors, Broad Form Property Damage and Personal Injury coverage, as applicable), protecting Company, the Greater Orlando Aviation Authority and the City of Orlando, and the members (including, without limitation, members of Authority Board and the City Council, and members of the citizens advisory committees of each), officers, agents and employees of each, all of whom shall be named as additional insureds, from and against any and all liabilities arising out of or relating to Company's use or occupancy of, or the conduct of its operations on, the Assigned Space and any improvements thereto, and on the Airport, in such form and with such Company or companies as the Authority may reasonably approve, with a combined single limit (or its equivalent) per occurrence of not less than the amount set forth in Paragraph 5 hereof, with a deductible in accordance with the Authority’s policies and procedures in effect from time to time or otherwise reasonably acceptable to the Authority, with a waiver of any right of subrogation that the insurer may have against the Authority and the City, with contractual liability coverage for Company's covenants to and indemnification of the Authority and the City under this Agreement, and with the insurance Company obligated to use counsel reasonably acceptable to the Authority in carrying out its obligations to the Authority and the City. This insurance shall provide that it is primary insurance as respects any other valid and collectible insurance Authority may possess, including any self-insured retention or deductible Authority may have, and that any other insurance Authority does possess shall be considered excess insurance only. This insurance shall also provide that it shall act for each insured and each additional insured as though a separate policy has been written for each;

provided, however, that this provision shall not operate to increase the policy limits of the insurance; and

(2) Workers compensation insurance as required by the laws of Florida; provided, however, that Company may self-insure its workers compensation liability, if in compliance with Florida law.

Employers Liability coverage is also required with limits of liability not less than $100,000 each accident, $500,000 disease policy limit and $100,000 disease-each employee.

At least three (3) business days prior to the commencement of the term of this Agreement and at least thirty (30) days prior to the expiration of any policy or policies theretofore provided hereunder by Company, Company shall cause a certificate or certificates of insurance to be furnished to Authority evidencing all such coverage, and such certificate shall provide that the policy or policies will not be cancelled nor the limits thereunder be materially changed without first providing at least thirty (30) days' written notice thereof to Authority.

K. Assignment and Subletting. Company shall not assign this Agreement or any of the rights granted to it hereunder or sublet the Assigned Space or any portion thereof without the prior express written consent of Authority in each instance, which may be granted or withheld in the Authority’s sole discretion.

L. Default. In the event that Company shall fail to remit any payment due to Authority under

Paragraph 3 hereof, or shall fail to submit any financial report required to be submitted in connection therewith, within five (5) days after the same shall become due, or in the event that Company or any of its officers, employees, agents, invitees or licensees violates any other term, covenant or condition of this Agreement and such violation continues or reoccurs after Authority has given written notice thereof to Company, the Authority shall have the right to declare the entire balance of the consideration due to Authority under Paragraph 3 of this Agreement due and payable forthwith; or Authority may elect to terminate this Agreement and resume possession of the Assigned Space, thereafter using the same for its own purposes without having to account to Company therefor; or Authority may elect to retake possession of and relet the Assigned Space as agent for the Company, collecting and applying the proceeds first, toward the payment of all costs and expenses incurred in connection with such reletting, and next, toward the payment of any consideration and other charges due Authority under this Agreement, in which event Company shall be responsible for paying any deficiency to Authority. In addition, Authority shall have any and all other rights or remedies available to it as a landlord under the applicable laws of the State of Florida by reason of any such default. Company hereby expressly waives any notice of default from Authority as a prerequisite to surrender of possession of the Assigned Space, including, without limitation, the three-day notice provided for under Section 83.20, Florida Statutes

M. End of Term. At the end of the term or upon the earlier termination of this Agreement, Company shall deliver to Authority possession of the Assigned Space and all of the fixtures and equipment of Authority in their original condition in all respects, reasonable use and wear excepted, and Company agrees to reimburse Authority for the cost of any alterations, replacement, repairs or cleaning required to restore the same to such condition; provided, however, in the event Company has caused any alterations or improvements to be made to the Assigned Space, including but not limited to the addition, relocation or removal of partitions and doorways (which such alterations or improvements shall be made at Company's cost and only with the prior express written approval of Authority in each instance), the Authority may elect, with respect to each such alteration or improvement, to accept it as it was at the time it was made or constructed, reasonable use and wear excepted, or to require the same to be restored to its original condition at Company's expense.

N. Holding Over. It is agreed that if Company, or any assignee or sublessee thereof, shall continue to occupy the Assigned Space after the termination of this Agreement (including a termination under Paragraph M hereof) without the prior written consent of Authority, then such tenancy shall be a tenancy-at-sufferance, the Authority shall be entitled to double the monthly rent specified in Paragraph 3 hereof, and acceptance by Authority of any sums after any such termination shall not constitute a renewal of this Agreement or a consent to such occupancy, nor shall it waive Authority's right of re-entry or any other right available to it under the laws of Florida or the provisions of this Agreement.

O. Costs and Attorneys' Fees. In the event that Authority elects to engage the services of an attorney to collect any sums due hereunder from Company, or in the event the Authority is the prevailing party in any action to enforce any provision of this Agreement or in any other legal proceeding at law or in equity arising hereunder or in connection herewith, Company shall reimburse Authority for all reasonable costs, attorneys' fees and all other actual expenses incurred by the Authority in the defense and/or prosecution of such legal proceeding and in any appeals, including, but not limited to, fees and expenses for paralegals, investigators, legal support personnel and expert witnesses. In the event that the Company requests any amendment or change to this Agreement or the Authority’s consent to any assignment hereof or subletting hereunder, Company shall pay the Authority’s legal fees and costs associated therewith, including attorneys’, paralegals’ and legal support personnel fees, costs and expenses.

P. Notice. Any notice permitted or required to be given to Company hereunder shall be in writing and delivered either by electronic mail, or by hand, by nationally recognized overnight courier service or by U.S. Certified Mail, Return Receipt Requested, postage prepaid, to the address contained in Paragraph 1 of this Agreement or such other address as Company may, by written notice, direct from time to time. Any notice permitted or required to be given to Authority hereunder shall be in writing and delivered either by electronic mail, or by hand to the Office of the Chief Executive Officer, Orlando International Airport, Orlando, Florida, provided Company obtains a written acknowledgment of receipt therefor from Authority, by nationally recognized overnight courier service or by U.S. Certified Mail, Return Receipt Requested, postage prepaid, addressed as follows:

Greater Orlando Aviation Authority Attention: Chief Executive Officer

One Jeff Fuqua Boulevard Orlando, FL 32827-4399 or such other address as Authority may request from time to time.

Q. Sums Paid by Authority. If Authority has paid any sum or sums or has incurred any obligation or expense which Company has agreed to pay or reimburse Authority for, or if Authority is required or elects to pay any sum or sums or incurs any obligation or expense because of the failure, neglect or refusal of Company to perform or fulfill any of the terms or conditions of this Agreement, then the same shall be deemed additional rent due hereunder and Company shall reimburse Authority therefor promptly upon demand.

R. Interest on Sums Due Authority. Any sums payable by Company to Authority under any provision of this Agreement which are not paid when due shall bear interest at the rate of eighteen percent (18%) per annum from the date the same became due and payable until paid.

S. Security Deposit. If a security deposit is required under Paragraph 6 hereof, it is based on a minimum of three (3) months rent and taxes as applicable. Company shall deposit such sum with Authority upon execution of this Agreement, and such sum shall be retained by Authority as security for the faithful performance of Company's obligation hereunder and under all other agreements between the Company and Authority and all other obligations owed to Authority. At Authority’s discretion, this amount may be increased or decreased based on Company’s payment history. Authority shall have the right, but not the obligation, to apply said security deposit to the payment of any sum due to Authority which has not been paid, including, but not limited to, reimbursement of any expenses incurred by Authority in curing any default of Company, or to the cost of restoring the Assigned Space or its furnishings, fixtures or equipment to their original condition, reasonable use and wear excepted. In the event that all or any portion of the security deposit is so applied, Company shall promptly upon demand by Authority remit to Authority the amount of cash required to restore the security deposit to its original sum, and Company's failure to do so within five (5) days after its receipt of such demand shall constitute a default under this Agreement.

Following termination of this Agreement, any unapplied portion of the security deposit shall be returned to Company, without interest, within sixty (60) days. The Authority will not pay interest on any security deposit.

The Authority reserves the right to increase the amount required for the security deposit in connection with any adjustment to space rental as contemplated in Paragraph 3 hereof.

T. Turn-in Fee. Under Paragraph 7 hereof, Company shall deposit such sum with the

Authority upon execution of this Agreement, and such sum shall be retained by the Authority as a non-refundable turn-in fee to cover the cost of painting, patching and cleaning the floor covering (carpet or tile) within the Assigned Space. The amount of such turn-in fee will be computed by Authority’s Maintenance Department based on a per square foot cost and shall be non-refundable.

U. Brokerage Commissions. Unless expressly provided otherwise herein, Company warrants that no real estate commission is payable by Authority to any person or entity in connection with this Agreement, and Company does hereby agree to indemnify, defend and hold completely harmless Authority from and against any and all liabilities, costs and expenses (including all costs for investigation and defense thereof, including, but not limited to, court costs, expert fees and reasonable attorneys' fees prior to institution of legal proceedings and at both trial and appellate levels) incurred by Authority as a result of any claims therefor.

V. Authority's Reserved Rights.

(1) Authority reserves the right for itself and others to utilize and maintain existing utility easements over, under, across and through the Assigned Space, and to run water, electrical, telephone, gas, drainage and other lines over, under, across and through the Assigned Space and to grant necessary utility easements therefor.

(2) Authority reserves the right (a) to further develop, improve, repair and alter the

Airport and all roadways, parking areas, terminal facilities, landing areas and taxiways as it may reasonably see fit, free from any and all liability to Company for loss of business or damages of any nature whatsoever to Company occasioned during the making of such improvements, repairs, alterations and additions, including but not limited to any damages resulting from negligence of the Authority or its employees, agents or contractors, and (b) to establish such fees and charges for the use of the Airport by Company and all others as Authority may deem advisable.

(3) Company covenants and agrees that this Agreement shall be subject and subordinate to the provisions of any existing or future agreement between Authority and the United States

Government relative to the operation or maintenance of Airport, the execution of which has been or will be required as a condition precedent to the granting of federal funds for the development or operation of Airport. In the event that the Federal Aviation Administration or its successors shall require any modifications to this Agreement as a condition precedent to the granting of such federal funds, Company shall promptly consent in writing to such modifications.

W. Discrimination Not Permitted.

(1) General Civil Rights Provisions. Company agrees 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. If Company transfers its obligation to another, the transferee is obligated in the same manner as Company.

This provision obligates Company for the period during which the property is owned, used or possessed by the Company and the airport remains obligated to the Federal Aviation Administration.

This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.

(2) Compliance with Nondiscrimination Requirements. During the performance of this Agreement, Company, for itself, its assignees, and successors in interest (hereinafter referred to as the “Company”), agrees as follows:

i. Compliance with Regulations: The Company (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 Agreement.

ii. Nondiscrimination: The Company, with regard to the work performed by it during the Agreement, 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 Company 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 part 21.

iii. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by the Company 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 Company of the Company’s obligations under this Agreement and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin.

iv. Information and Reports: The Company 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 Aviation 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 contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Company will so certify to the Aviation Authority or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information.

v. Sanctions for Noncompliance: In the event of the Company’s or a contractor’s noncompliance with the nondiscrimination provisions of this Agreement, the Aviation Authority will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to:

a. Withholding payments to the Company under the contract until the Company complies; and/or

b. Cancelling, terminating, or suspending a contract, in whole or in part.

vi. Incorporation of Provisions: The Company will include the provisions of subparagraphs one through six, above, in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto.

The Company will take action with respect to any subcontract or procurement as the Aviation Authority or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Company becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Company may request the Aviation Authority to enter into any litigation to protect the interests of the Aviation Authority. In addition, the Company may request the United States to enter into the litigation to protect the interests of the United States.

(3) Title VI List of Pertinent Nondiscrimination Acts and Authorities. During the performance of this Agreement, Company, for itself, its assignees, and successors in interest (hereinafter referred to as the “Company”) agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to:

• Title VI of the Civil Rights Act of 1964 (42 USC § 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 USC § 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 USC § 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 USC § 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 USC §§ 12131

– 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38;

• The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 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 nondiscrimination 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);

• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq)

X. Federal Aviation Administration Requirements.

(1) Company shall comply with all applicable regulations of the Federal Aviation Administration relating to Airport security and shall control the Assigned Space so as to prevent or deter unauthorized persons from obtaining access to the air operations area of the Airport.

(2) Authority reserves unto itself, and unto its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft through the airspace above the surface of the Assigned Space, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft now known or hereafter used, and for navigation of or flight in the said airspace, and use of said airspace for landing on, taking off from or operating on the Airport.

(3) Company expressly agrees, on behalf of itself and its successors and assigns, to restrict the height of structures, objects of natural growth and other obstructions on the Assigned Space in compliance with the requirements of Federal Aviation Regulations, 14 CFR Part 77.

(4) Company agrees to require any lights in the Assigned Space to be constructed, focused or arranged in a manner that will prevent them from casting their beams in an upward direction so as to interfere with the vision of pilots in aircraft landing at or taking off from the Airport.

(5) Company expressly agrees, on behalf of itself and its successors and assigns, to prevent any use of the Assigned Space which would interfere with or adversely affect the operation or maintenance of the Airport, or which would otherwise constitute a hazard or nuisance at the Airport.

(6) Company agrees that it will not exercise or grant any right or privilege which would operate to prevent any person, firm or corporation operating aircraft on the Airport from performing any service (including, but not limited to maintenance and repair) on its own aircraft with its own employees that it may choose to perform.

(7) The Company agrees that it will not discriminate against any business owner because of the owner’s race, color, national origin, or sex in connection with the award or performance of any concession agreement covered by 49 CFR, Part 23, Subpart F. The Company also agrees to include the above statements in any subsequent complementary aeronautical activity agreements that it enters into and to cause those businesses to similarly include the statements in further agreements.

Y. Foreign Trade Zone Requirements.

If the assigned space is located within a building that is actively used for Foreign Trade Zone business, Company further covenants and agrees that it will be bound by the provisions of the applicable Tariff governing the operation of Foreign Trade Zone #42, including all changes and addenda thereto or reissues thereof, which such tariff is by reference made a part hereof.

Z. Hazardous Materials.

(1) Definitions. As used herein, the following terms shall have the meanings hereinafter set forth:

i. “Environmental Laws” shall mean any federal, state, local or administrative law, rule, regulation, order or requirement relating to industrial hygiene, environmental conditions or Hazardous Materials, whether now in effect or hereafter adopted.

ii. “Hazardous Materials” shall mean any material that, because of its quantity, concentration or physical or chemical characteristics, is deemed by any federal, state or local governmental authority to pose a present or potential hazard to human health or safety or to the environment. “Hazardous Material” includes, without limitation, any material or substance defined as a “hazardous substance,” or “pollutant” or “contaminant” pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, also commonly known as the “Superfund” law, as amended (42 U.S.C. Sections 9601 et seq.) (“CERCLA”), and any successor statutes, as same may be amended from time to time, or pursuant to Chapters 376 and 403, Florida Statutes and any successor statutes, as same may be amended from time to time; any “hazardous waste” listed pursuant to Section 403.72, Florida Statutes, and any successor statutes, as same may be amended from time to time, or any waste which conforms to the criteria for hazardous material adopted by the Authority; any asbestos and asbestos containing materials; lead based paint; petroleum, including crude oil or any fraction thereof;

natural gas or natural gas liquids; and any materials listed as a hazardous substance in the Authority’s rules and regulations.

iii. “Release” when used with respect to Hazardous Material shall include any actual or imminent spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into or on any property.

(2) Company’s Agreement. Company agrees that neither it nor its officers, agents, employees, contractors, subcontractors, sublessees, licensees or invitees shall cause any Hazardous Materials to be brought upon, kept, used, stored, generated or disposed of in, on or about the Airport, or transported to or from the Airport; provided that Company may use such substances as are customarily used in aviation so long as such use is in strict compliance with all applicable Environmental Laws and the Authority’s rules and regulations.

(3) Environmental Indemnity. Company shall indemnify, defend and hold harmless the Authority and the City from and against any and all loss, damage, cost or expense (including attorneys fees) arising during or after the term of this Agreement as a result of or arising from (i) a breach by Company of its obligations contained in subparagraph Z(2) above, or (ii) any Release of Hazardous Materials from, in, or about the Airport caused by the act or omission of Company, its officers, agents, employees, contractors, subcontractors, sublessees, licensees or invitees.

(4) Environmental Audit. Upon reasonable notice to Company, the Authority may conduct or cause to be conducted through a third party that it selects, an environmental audit or other investigation of Company’s operations in the leased space or originating from the Company’s leased space to determine whether Company has breached its obligations under subparagraph Z(2) above. Company shall pay all costs associated with said investigation if such investigation shall disclose any such breach by Company.

AA. Miscellaneous.

(1) the paragraph headings contained in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope or intent of any provision hereof.

(2) Notwithstanding anything herein contained that may appear to be to the contrary, it is expressly understood and agreed that, except for Company's right to possession of the Assigned Space, the rights granted under this Agreement are non-exclusive.

(3) Except as expressly prohibited herein, the provisions of this Agreement shall bind and inure to the benefit of the successors and assigns of the parties hereto.

(4) Time is expressed to be of the essence of this Agreement.

(5) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. It is agreed that if any covenant, condition or provision contained herein is held to be invalid by any court of competent jurisdiction, such invalidity shall not affect the validity of any other covenant, condition or provision herein contained.

(6) No recourse under or upon any obligation, covenant or agreement contained in this Agreement, or any other agreement or document pertaining to the operations of Company hereunder, as such may from time to time be altered or amended in accordance with the provisions hereof, or under any judgment obtained against Authority, or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any statute or otherwise, under or independent of this Agreement, shall be had against any member (including, without limitation, members of Authority's Board and members of Authority's citizens advisory committees), officer, employee or agent, as such, past, present and future, of Authority, either directly or through Authority or otherwise, for any claim arising out of this Agreement or the operations conducted pursuant to it, or for any sum that may be due and unpaid by Authority. Any and all personal liability of every nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any Authority member, officer, employee or agent, as such, to respond by reason of any act or omission on his or her part or otherwise for any claim arising out of this Agreement or the operations conducted pursuant to it, or for the payment for or to Authority, or any receiver therefor or otherwise, or any sum that may remain due and unpaid by Authority, is hereby expressly waived and released as a condition of and as consideration for the execution of this Agreement.

(7) Company represents and warrants to Authority that, to the best of its knowledge, except as may be disclosed in an Addendum hereto, no member, officer, employee or agent of Authority has any material interest, either directly or indirectly, in the business of Company to be conducted hereunder.

(8) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and any representation or statements heretofore made with respect to such subject matter, whether oral or written, are merged herein. This Agreement may be altered or amended only by written instrument executed by both parties hereto.

(9) As required by Florida law, Authority hereby includes the following notifications as part of this Agreement:

RADON GAS: Radon is a 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.