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690EG4-23-L-00089 12/13/2023 ON-AIRPORT LAND LEASE Between THE UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION And BOARD OF COUNTY COMMISSIONERS MONROE COUNTY FAA CONTRACT NO: 690EG4-23-L-00089 ATID/FACILITY TYPE:EYW-ATCT/AIR TRAFFIC CONTROL TOWER LOCATION:KEY WEST,FL l. Preamble (09/2021) 6.1.1 This Lease for real property is hereby entered into by and between Board of County Commissioners Monroe County, hereinafter referred to as the Lessor and the United States of America, acting by and through the Federal Aviation Administration, hereinafter referred to as the FAA. 2. Definitions (09/2021) 6.1.1-1 For purposes of this document, the following definitions apply; Contract-refers to this legal instrument used to acquire an interest in real property for the direct benefit or use by the FAA. As used herein, contract denotes the document(for example- lease, easement, memorandum of agreement, or other legally binding agreement)used to implement an agreement between a customer(buyer) and a seller(supplier). Contractor-refers to the party(ies)receiving a direct procurement contract from the FAA and who is(are)responsible for performance of contract requirements. For purposes of this document, the contractor may also be called the Lessor, Permittor, Licensor, Grantor, Airport, or Offeror depending on the type of contract or the provision within the contract. Government-refers to the United States of America acting by and through the Federal Aviation Administration (FAA). For purposes of this document, Government and FAA are interchangeable. Real Estate Contracting Officer(RECO) - is a trained and warranted official who contracts for real property on behalf of the FAA. For purposes of this agreement, RECO is interchangeable with Contracting Officer(CO). 3. Superseding Contract(09/2021) 6.1.2-1 This contract supersedes Previous Lease No. DTFA06-02- L-04246 and all other previous agreements between the parties for the property described in this document. 4. Lease Witnesseth (09/2021) 6.1.3 Witnesseth: The parties hereto, for the consideration hereinafter mentioned, covenant and agree as follows: 1 Federal Aviation Administration On-Airport Land Lease,07/2023 OMB CONTROL NO.2120-0595 Description of Premises (09/2021) 6.1.4-3 This contract covers the following described property, hereinafter referred to as the premises and hereby consisting of: FACILITY SITE A lease area located on the island of Key West at the Key West International Airport, Section three (3), Township sixty-eight(68) South, Range twenty-five (25) East, Monroe County, State of Florida, being more particularly described as follow, to-wit: commencing at the intersection of the North right-of-way line of South Roosevelt Boulevard and the West boundary line of the land shown on the Plat"upper tower site" as recorded in plat book one (1) at page thirty-one (31) of the public records of Monroe County, State of Florida,thence N80°26'31"W along said North right-of-way line of South Roosevelt Boulevard for a distance of 300.27 feet to the South West corner of the Land described in official records book 1323 at page 2281 of Monroe County, State of Florida; thence NO1°36'31"W along the West boundary line of said land described in official records book 1323 at page 2281 of Monroe County, State of Florida for a distance of 435.94 feet to a corner of said land described in official records book 1323 at page 2281 of Monroe County, State of Florida; thence N82°13'45"E and leaving said West boundary line of land described in official records book 1323 at page 2281 of Monroe County, State of Florida for a distance of 272.46 feet to the Point of Beginning; thence N00°41'05"W for a distance of 75.44 feet to a point; thence N89°09'44"E for a distance of 47.16 feet to a point; thence NO1°10'39"W for a distance of 70.51 feet to a point; thence N88°08'21"E for a distance of 53.65 feet to a point; thence S00°57'58"E for a distance of 68.32 feet to a point; thence S88°03'52"W for a distance of 38.16 feet to a point; thence S00°39'25"E for a distance of 53.29 feet to a point; thence S89°59'38"E for a distance of 23.07 feet to a point; thence S00°33'51"E for a distance of 25.67 feet to a point; thence N89°52'21"W for a distance of 85.37 feet back to the Point of Beginning. Said lease area contains 9,020.63 square feet, more or less. A. Together with a right-of-way for ingress to and egress from the premises (for Government employees, their agents and assigns); a right-of-way for establishing and maintaining electric power and/or telecommunication lines to the premises; and a right-of-way for subsurface power, communication and/or water lines to the premises; all rights-of-way to be over said lands and adjoining lands of the contractor, and unless herein described otherwise, shall be reasonably determined by the Government as the most convenient route. B. This contract includes the right of grading, conditioning, installing drainage facilities, seeding the soil of the premises, and the removal of all obstructions from the premises that may constitute a hindrance to the establishment and maintenance of Government facilities. C. The Government shall also have the right to make alterations, attach fixtures, erect additions, structures, or signs, in or upon the premises hereby leased. All alterations and additions are and will remain the property of the Government. 5. Purpose (09/2021) 6.1.5 It is understood and agreed that the use of the herein described premises shall be related to FAA's activities in support of the National Airspace System (NAS). 6. Legal Authority (09/2021) 6.2.1 This contract is entered into under the authority of 49 U.S.C. 106(l)(6) and (n), which authorizes the Administrator of the FAA to enter into contracts, acquisitions of interests in real property, agreements, and other transactions on such terms and conditions as the Administrator determines necessary. 2 Federal Aviation Administration On-Airport Land Lease,07/2023 OMB CONTROL NO.2120-0595 7. Term (No Cost) (07/2022) 6.2.3-1 To have and to hold, for the term commencing on 10/01/2023 and continuing through 9/30/2043. 8. Consideration (No Cost) (09/2021) 6.2.4-4 The Government shall pay the contractor no monetary consideration. It is mutually agreed that the rights extended to the Government herein are in consideration of the obligations assumed by the Government in its establishment, operation and maintenance of facilities upon the premises. 9. Termination (01/2023) 6.2.5 The Government may terminate this contract at any time, in whole or in part, if the Real Estate Contracting Officer(RECO) determines that a termination is in the best interest of the Government. The RECO shall terminate this contract by delivering a written notice specifying the effective date of the termination. The termination notice shall be delivered at least 30 days before the effective termination date. No costs shall accrue as of the effective date of termination. 10. Excuse (09/2021) 6.2.5-3 A. The Lessor will not be in default because of any failure to perform the requirements of this Lease under its terms if the failure arises from causes beyond the control and without the fault or negligence of the Lessor. B. Permissible causes for excuse are: i. acts of God(e.g., fires, floods,pandemics, epidemics, unusually severe weather, etc.), ii. acts of the public enemy, iii. acts of the Government in either its sovereign or contractual capacity, iv. pandemic, epidemic, or quarantine restrictions, v. strikes, and vi. freight embargoes. In each instance, the failure to perform must be beyond the control and without the fault or negligence of the Lessor. C. Excuse will not be granted when: i. the Lessor had actual or constructive knowledge prior to the Lease Award Date that he/she could not perform in accordance with the requirements of the Lease contract; ii. the conditions of the property prevent performance; iii. the Lessor, its employees, agents or contractors, by error or omission, fails to perform; or iv. the Lessor is unable to obtain sufficient financial resources to perform its obligations. D. The RECO will ascertain the facts and extent of the failure. If the RECO determines that any failure to perform is excusable, the RECO will revise the delivery schedule subject to the rights of the Government under the default and termination clauses of this contract. 11. Binding Effect(09/2021) 6.2.6 The provisions of this contract and the conditions herein shall be binding upon, and for the benefit of,the parties and their successors and assigns. In the event of any sale or transfer of ownership of the property or any portion thereof, the Government will be deemed to have attorned to any purchaser, successor, assign, or transferee. The succeeding owner will be deemed to have assumed all rights and obligations of the contractor under this contract establishing direct privity of estate and contract between the Government and said succeeding owner, with the same force, effect, and relative priority in time and right as if the contract had initially been entered into between such succeeding owner and the Government. 3 Federal Aviation Administration On-Airport Land Lease,07/2023 OMB CONTROL NO.2120-0595 12. Holdover (07/2023) 6.2.12 If after the expiration of the Lease, the Government shall retain possession of the premises, the Lease shall continue in full force and effect on a month-to-month basis. Payment shall be made in accordance with the Consideration clause of the Lease at the rate paid during the Lease term. This period shall continue until the Government shall have signed a new lease with the Lessor, acquired the property in fee, or vacated the premises. 13. RE Clauses Incorporated by Reference (09/2021) 6.3.0 This solicitation or contract, as applicable, incorporates by reference the provisions or clauses listed below with the same force and effect as if they were given in full text. Upon request, the RECO will make the full text available, or the full text may be obtained via internet at https:Hfast.faa.gov/RPF_Real Property_Clauses.cfm. A. Officials Not To Benefit(09/2021) 6.3.0-2 B. Assignment of Claims (09/2021) 6.3.0-3 C. Contracting Officer's Representative (09/2021) 6.3.0-4 D. Contingent Fees (09/2021) 6.3.0-5 14. Title to Improvements (09/2021) 6.3.5 Title to the improvements constructed for use by the Government during the life of this Agreement shall be in the name of the Government. 15. Funding Responsibility for FAA Facilities (09/2021) 6.3.6 The Contractor agrees that all Contractor requested relocation(s), replacement(s), or modification(s) of any existing or future FAA navigational aid or communication system(s)necessitated by Contractor improvements or changes will be at the expense of the Contractor. In the event that the Contractor requested changes or improvements interferes with the technical and/or operational characteristics of the FAA's facility, the Contractor will immediately correct the interference issues at the Contractor's expense. Any FAA requested relocation, replacement, or modifications shall be at the FAA's expense. In the event such relocations, replacements, or modifications are necessary due to causes not attributable to either the Contractor or the FAA, funding responsibility shall be determined by mutual agreement between the parties, and memorialized in a Supplemental Agreement. 16. Changes (07/2023) 6.3.8 A. The RECO may at any time, by written order via Supplemental Agreement, make changes within the general scope of this Lease in any one or more of the following: i. Work or services; ii. Facilities or space layout; iii. Amount of space/land; iv. Any other change made within the scope of this lease. B. If any such change causes an increase or decrease in the Lessor's cost or time required for performance under this lease, the RECO will modify this Lease to provide one or more of the following: i. An equitable adjustment in the rental rate; ii. A lump sum equitable adjustment; iii. An equitable adjustment of the annual operating costs per rentable square foot; or iv. An adjustment to the delivery date. C. The Lessor must assert its right to an adjustment by written proposal under this clause within thirty (30) days from the date of receipt of the change order. Lessor's request must include all documentation necessary to validate his/her right to an adjustment. 4 Federal Aviation Administration On-Airport Land Lease,07/2023 OMB CONTROL NO.2120-0595 D. Nothing in this clause excuses the Lessor from proceeding with the change as directed. E. Absent written supplemental agreement the Government is not liable to the Lessor under this clause. 17. No Waiver (09/2021) 6.3.17 No failure by the Government to insist upon strict performance of any provision of this Contract or failure to exercise any right, or remedy consequent to a breach thereof, will constitute a waiver of any such breach in the future. 18. Non-Restoration (09/2021) 6.3.18 It is hereby agreed between the parties that, upon termination of its occupancy, including any holdover period,the Government shall have no obligation to restore and/or rehabilitate, either wholly or partially, the property that is the subject of this contract. It is further agreed that the Government may abandon in place any or all of the structures and equipment installed in or located upon said property by the Government during its tenure. Such abandoned equipment shall become the property of the contractor. 19. Quiet Enjoyment (09/2021) 6.3.25 The Contractor warrants that they have good and valid title to the premises, and rights of ingress and egress, and warrants and covenants to defend the Government's use and enjoyment of said premises against third party claims. 20. Damage by Fire or Other Casualty or Environmental Hazards (09/2021) 6.3.26-1 If the premises is partially or totally destroyed or damaged by fire or other casualty or if environmentally hazardous conditions are found to exist so that the premises is untenantable as determined by the Government, the Government may agree to allow restoration/reconstruction, or may elect to terminate the contract, in whole or in part, immediately by giving written notice to the contractor. 21. Interference with FAA Operations (09/2021) 6.3.28-2 The Airport agrees not to erect or allow to be erected any structure or obstruction of any kind or to allow any natural growth that the Government determines would interfere with the proper operations of Government facilities. The Airport agrees to keep areas around the Government's navigational aids mowed at all times to a height so that weeds and vegetation will not be an obstruction to such operation or maintenance of these facilities. 22. Hold Harmless (09/2021) 6.3.30 In accordance with and subject to the conditions, limitations and exceptions set forth in the Federal Tort Claims Act, 28 U.S.C. Ch. 17, the Government will be liable to persons damaged by any personal injury, death or injury to or loss of property, which is caused by a negligent or wrongful act or omission of an employee of the Government while acting within the scope of his office or employment under circumstances where a private person would be liable in accordance with the law of the place where the act or omission occurred. The foregoing shall not be deemed to extend the Government's liability beyond that existing under the Act at the time of such act or omission or to preclude the Government from using any defense available in law or equity. The County, as a political sub-division of the State of Florida, as defined in Section 768.28, Florida Statutes, agrees to be fully responsible to the limits set forth in such statute for its own negligent acts or omissions, or intentional tortuous acts, which result in claims or suits against either the FAA or County, and agrees to be liable to the statutory limits for any damages proximately caused by said acts or omissions, or intentional tortious acts. 5 Federal Aviation Administration On-Airport Land Lease,07/2023 OMB CONTROL NO.2120-0595 Nothing contained in this Section shall be construed to be a waiver by either parry of any protections under sovereign immunity. 23. Compliance with Applicable Laws (01/2023) 6.3.31-1 This Contract shall be governed by federal law. The Contractor shall comply with all applicable federal, state, and local laws. The Government will comply with all federal, state, and local laws applicable to and enforceable against it,provided that nothing in this lease shall be construed as a waiver of the sovereign immunity of the Government. 24. Notification of Change in Ownership or Control of Land(10/2022) 6.3.34 If the Contractor sells, dies or becomes incapacitated, or otherwise conveys to another parry or parties any interest in the aforesaid land, rights of way thereto, and any areas affecting the premises, the Government shall be notified in writing, of any such transfer or conveyance within 30 calendar days after completion of the change in property rights. Concurrent with the written notification, the Contractor or Contractor's heirs, representatives, assignees, or trustees shall provide the Government copies of the associated legal document(s) (acceptable to local authorities) for transferring and/or conveying the property rights. 25. Integrated Agreement (09/2021) 6.3.36 This Contract, upon execution, contains the entire agreement of the parties, and no prior written or oral agreement, express or implied shall be admissible to contradict the provisions of this Contract. 26. Unauthorized Negotiating (09/2021) 6.3.37 In no event shall the Contractor enter into negotiations concerning the premises with anyone other than the RECO or his/her designee. 27. Contract Disputes (09/2021) 6.3.39 A. All contract disputes arising under or related to this contract shall be resolved through the Federal Aviation Administration (FAA) dispute resolution system at the Office of Dispute Resolution for Acquisition (ODRA) and shall be governed by the procedures set forth in 14 C.F.R. Parts 14 and 17, which are hereby incorporated by reference. Judicial review, where available, will be in accordance with 49 U.S.C. 46110 and shall apply only to final agency decisions. A contractor may seek review of a final FAA decision only after its administrative remedies have been exhausted. B. The filing of a contract dispute with the ODRA may be accomplished by mail, overnight delivery, hand delivery, or by facsimile, or if permitted by Order of the ODRA, by electronic filing. A contract dispute is considered to be filed on the date it is received by the ODRA during normal business hours. The ODRA's normal business hours are from 8:30 am to 5:00 pm Eastern Time. C. Contract disputes are to be in writing and shall contain: i. The contractor's name, address, telephone and fax numbers and the name, address, telephone and fax numbers of the contractor's legal representative(s) (if any) for the contract dispute; ii. The contract number and the name of the Contracting Officer; iii. A detailed chronological statement of the facts and of the legal grounds for the contractor's positions regarding each element or count of the contract dispute (i.e., broken down by individual claim item), citing to relevant contract provisions and documents and attaching copies of those provisions and documents; iv. All information establishing that the contract dispute was timely filed; v. A request for a specific remedy, and if a monetary remedy is requested, a sum certain must be specified and pertinent cost information and documentation (e.g., invoices and terminated checks) 6 Federal Aviation Administration On-Airport Land Lease,07/2023 OMB CONTROL NO.2120-0595 attached, broken down by individual claim item and summarized; and vi. The signature of a duly authorized representative of the initiating party D. Contract disputes shall be filed at the following address: i. For filing by hand delivery, courier or other form of in-person delivery: Office of Dispute Resolution for Acquisition Federal Aviation Administration 600 Independence Avenue SW., Room 2W100 Washington, DC 20591; or For filing by U.S. Mail: Office of Dispute Resolution for Acquisition Federal Aviation Administration 800 Independence Avenue SW Washington, DC 20591 [Attention: AGC-70, Wilbur Wright Bldg. Room 2W100]; or Telephone: (202) 267-3290 Facsimile: (202) 267-3720 Alternate Facsimile: (202) 267-1293; or ii. Other address as specified in 14 CFR Part 17. E. A contract dispute against the FAA shall be filed with the ODRA within two (2) years of the accrual of the contract claim involved. A contract dispute by the FAA against a contractor (excluding contract disputes alleging warranty issues, fraud or latent defects) likewise shall be filed within two (2) years after the accrual of the contract claim. If an underlying contract entered into prior to the effective date of this part provides for time limitations for filing of contract disputes with the ODRA which differ from the aforesaid two (2)year period, the limitation periods in the contract shall control over the limitation period of this section. In no event will either party be permitted to file with the ODRA a contract dispute seeking an equitable adjustment or other damages after the contractor has accepted final contract payment,with the exception of FAA claims related to warranty issues, gross mistakes amounting to fraud or latent defects. FAA claims against the contractor based on warranty issues must be filed within the time specified under applicable contract warranty provisions. Any FAA claims against the contractor based on gross mistakes amounting to fraud or latent defects shall be filed with the ODRA within two (2)years of the date on which the FAA knew or should have known of the presence of the fraud or latent defect. F. A parry shall serve a copy of the contract dispute upon the other party, by means reasonably calculated to be received on the same day as the filing is to be received by the ODRA. G. After filing the contract dispute,the contractor should seek informal resolution with the Contracting Officer. H. The FAA requires continued performance with respect to contract disputes arising under this contract, in accordance with the provisions of the contract,pending a final FAA decision. I. The FAA will pay interest on the amount found due and unpaid from (1) the date the Contracting Officer receives the contract dispute, or(2)the date payment otherwise would be due, if that date is later, until the date of payment. Simple interest on contract disputes shall be paid at the rate fixed by the Secretary of the Treasury that is applicable on the date the Contracting Officer receives the 7 Federal Aviation Administration On-Airport Land Lease,07/2023 OMB CONTROL NO.2120-0595 contract dispute and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary until payment is made. Interest will not accrue for more than one year. J. Additional information and guidance about the ODRA dispute resolution process for contract disputes can be found on the ODRA website at http://www.faa.gov. 28. Clearing/Disposing of Debris (09/2021) 6.3.41 A. The Government shall notify the Contractor in writing ten (10) days prior to the start of any clearing of trees and/or brush and tree cuttings. B. The Contractor grants the Government the right and privilege to enter upon the Contractor's land in order to cut, trim, tip, shape and maintain any trees situated within the premises and said cutting privilege granted to the Government shall include native grasses, scrub brush, and scrub to trees. Only those trees that are determined by the Government to interfere with the operation and proper function of the Government's facility will be subject to the Government's granted privilege. Coordination with the Contractor will be made prior to any cutting of any selected trees. C. The Government agrees to dispose of all grass, brush, and tree cuttings by the Government's contractor. All tree logs, limbs, or branches 2 or more inches in diameter and 5 feet in length, shall be stacked in an area selected by the Lessor. The Government's disposal of debris, grass, branches, etc., shall comply with regulatory requirements. 29. Organizational Conflict of Interest(01/2023) 6.3.47 A. The offeror or Contractor warrants that, to the best of the Contractor's knowledge and belief, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest (OCI), as defined in the FAA Acquisition Management System, "Organizational Conflicts of Interest (T3.1.7)", or that the Contractor has disclosed all such relevant information. B. The offeror or Contractor agrees that if an actual or potential OCI is discovered after award, the Contractor must make a full disclosure in writing to the Contracting Officer. The disclosure must include a mitigation plan describing actions the Contractor has taken or proposes to take to avoid, mitigate, or neutralize the actual or potential conflict. Changes in the Contractor's relationships due to mergers, consolidations or any unanticipated circumstances may create an unacceptable organizational conflict of interest which may necessitate disclosure. C. The FAA reserves the right to review and audit OCI mitigation plans as needed after award, and to reject mitigation plans if the OCI, in the opinion of the Contracting Officer, cannot be avoided, or mitigated. D. The Contracting Officer may terminate this contract for convenience in whole or in part, if it deems such termination necessary to avoid an OCI. If the Contractor was aware of a potential OCI prior to award or discovered an actual or potential conflict after award and did not disclose or misrepresented relevant information to the Contracting Officer, the Government may terminate this contract for default, debar the Contractor from government contracting, or pursue such other remedies as may be permitted by law or this contract. E. The Contractor further agrees to insert provisions which must conform substantially to the 8 Federal Aviation Administration On-Airport Land Lease,07/2023 OMB CONTROL NO.2120-0595 language of this clause including this paragraph (d) in any subcontract or consultant agreement hereunder. 30. Hazardous Substance Contamination (09/2021) 6.8.1 The FAA agrees to remediate, at its sole cost, all hazardous substance contamination on the FAA facility premises that is found to have occurred as a direct result of the installation, operation, relocation and/or maintenance of the FAA's facilities covered by this contract. The Contractor agrees to remediate at its sole cost, all other hazardous substance contamination found on the FAA facility premises. The Contractor also agrees to hold the FAA harmless for all costs, liabilities and/or claims by third parties that arise out of hazardous contamination found on the FAA facility premises that are not directly attributable to the installation, operation and/or maintenance of the facilities. 31. Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment(07/2023) 6.9.5 (a) Definitions. As used in this clause-- Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network(e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired(e.g., fiber optic, coaxial cable, Ethernet). Covered foreign country means The People's Republic of China. Covered telecommunications equipment or services means (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); (2) For the purpose of public safety, security of Government facilities,physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); (3) Telecommunications or video surveillance services provided by such entities or using such equipment; or (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. Critical technology means (1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations; (2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled 9 Federal Aviation Administration On-Airport Land Lease,07/2023 OMB CONTROL NO.2120-0595 (i)Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or (ii) For reasons relating to regional stability or surreptitious listening. (3) Specially designed and prepared nuclear equipment,parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities); (4)Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material); (5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations,part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or (6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817). Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources. Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-parry audit. Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high. Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service. (b)Prohibition. (1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232)prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in AMS T3.8.9C.1.c(5). (2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232)prohibits the head of an executive agency on or after August 13, 2020 from entering into a contract, or extending or renewing a contract,with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in AMS T3.8.9C.1.c(5). This prohibition applies to an 10 Federal Aviation Administration On-Airport Land Lease,07/2023 OMB CONTROL NO.2120-0595 entity that uses covered telecommunications equipment or services, including use not in support of the Government. (c) Exceptions. This clause does not prohibit contractors from providing (1) A service that connects to the facilities of a third-parry, such as backhaul, roaming, or interconnection arrangements; or (2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (d) Reporting requirement. (1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor must report the information in paragraph(d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information. For indefinite delivery contracts, the Contractor must report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order. (2) The Contractor must report the following information pursuant to paragraph (d)(1) of this clause: (i) Within one business day from the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier(if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. (ii) Within 10 business days of submitting the information in paragraph(d)(2)(i) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the Contractor must describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. (e) Subcontracts. The Contractor must insert the substance of this clause, including this paragraph (e), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items. 32. Covered Telecommunications Equipment or Services- Representations (09/2021) 6.9.5-1 (a) Definitions. As used in this provision, "covered telecommunications equipment or services" has the meaning per the "Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment" clause in this contract. (b)Procedures. The offeror must review the list of excluded parties in the System for Award Management(SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for covered telecommunications equipment or services. (c) Representations. 11 Federal Aviation Administration On-Airport Land Lease,07/2023 OMB CONTROL NO.2120-0595 1. The offeror represents that it does, '%10" does not provide covered telecommunications equipment or services as part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument. 2. After conducting a reasonable inquiry for purposes of this representation, the offeror represents that it does, `�111„411111�`, does not use covered telecommunications equipment or services, or any equipment, system, or service that uses telecommunications equipment or services. 33. Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment(09/2021) 6.9.5-2 NOTE: The offeror must not complete the representation at paragraph (d)(1) in this provision if the offeror has represented that it does not provide covered telecommunications equipment or services as part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument in the provision "Covered Telecommunications Equipment or Services —Representation" (c)(1). Additionally, The offeror must not complete the representation at paragraph (d)(2) in this provision if the offeror has represented that it does not use covered telecommunications equipment or services, or any equipment, system, or service that uses telecommunications equipment or services in the provision "Covered Telecommunications Equipment or Services —Representation" (c)(2). PROVISION/CLAUSE: (a) Definitions. As used in this provision-- Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause AMS clause 6.9.5, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (b)Prohibitions. (1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232)prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in this prohibition will be construed to (i)Prohibit the head of the agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232)prohibits the head of an executive agency on or after August 13, 2020 from entering into a contract or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential part of any system or as critical technology as part of any system. This prohibition applies to any entity that uses covered telecommunications equipment or services, including uses not in support of the Government. 12 Federal Aviation Administration On-Airport Land Lease,07/2023 OMB CONTROL NO.2120-0595 Nothing in this prohibition will be construed to- (i)Prohibit the head of the agency from procuring with an entity to provide a service that connects to the facilities of a third-parry, such as backhaul,roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (c)Procedures: The offeror must review the list of excluded parties in the System for Award Management(SAM) (https://www.sam.gov) for entities excluded from Federal awards for covered telecommunications equipment or services. (d) Representations. (1) The Offeror represents that it [ ] will, [ ] will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. (2) After conducting a reasonable inquiry for purposes of this representation, the Offeror represents that that it [ ]does, [ ]does not USE covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror must provide the additional disclosure information required at paragraph (e) if the Offeror indicates "does". (e) Disclosures. Disclosure for the representation in paragraph(d) (1) of this provision- If the Offeror has responded "will" in the representation in paragraph(d) (1) of this provision, the Offeror must provide the following information as part of the offer (1) For covered equipment (i) The entity that produced the covered telecommunications equipment(include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known; (ii) A description of all covered telecommunications equipment offered(include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (iii) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph(b) (1) of this provision; (2) For covered services- (i) If the service is related to item maintenance, a description of all covered telecommunications services offered(include on the item being maintained: brand, model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable; or (ii) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed uses of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. Disclosure for representation in paragraph (d) (2) of this provision. If the Offeror has responded "does"to paragraph(d)(2) of this provision, the offeror must provide the following information as 13 Federal Aviation Administration On-Airport Land Lease,07/2023 OMB CONTROL NO.2120-0595 part of the offer (3) For covered equipment (i)The entity that produced the covered telecommunications equipment(include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known; (ii) A description of all covered telecommunications equipment offered(include brand; model number, such as original equipment manufacturer (OEM)number, manufacturer part number, or wholesaler number; and item description, as applicable); and (iii) Explanation of the proposed use of covered telecommunications equipment and services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b) (2) of this provision. (4) For covered services- (i) If the service is related to item maintenance, a description of all covered telecommunications services offered(include on the item being maintained: brand, model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or (ii) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed uses of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision. 34. Cooperation with Defensive Counterintelligence Program Requirements (DCIP) (09/2021) 6.9.6 a. The FAA's Defensive Counterintelligence Program (DCIP) (AXI-310) detects, deters, and denies illicit human and technical intelligence collection activities as well as addressing other national security concerns. Such activities and concerns include, but are not limited to, activities conducted by, on behalf of, or otherwise supporting, foreign governments or elements thereof, entities or individuals that meet the definition of"foreign power" or"agent of a foreign power" in 50 U.S.C. § 1801; foreign organizations; foreign persons; international terrorist organizations or activities; or agents of any of the foregoing; or any other individuals or entities acting on behalf of, or otherwise in support of, any of the foregoing, against the FAA, its employees, facilities, equipment, systems, networks, operations, and information. b. Consistent with FAA Order 1600.84 FAA Defensive Counterintelligence Program, the contractor is required to cooperate to the fullest extent possible in the following requirements: 1) Any authorized DCIP inquiry or Counterintelligence (CI) investigation connected with this contract requested by the FAA Office of Security and Hazardous Materials Safety (ASH) to include granting authorized ASH or outside investigative department or agency personnel access to contract information, records or contractor personnel; 2) All applicable FAA security requirements as required under the contract consistent with FAA policy and applicable Federal law; 3) When requested by the DCIP, and necessary to protect Controlled National Security Information (CNSI), Sensitive Unclassified Information (SUI), or otherwise protected information, contractor employees must sign a Defensive Counterintelligence Program Non-Disclosure Agreement(NDA) prior to being briefed on any information pertaining to a DCIP inquiry, CI investigation by another Department or Agency, or any other matter related to the DCIP. The NDA is located in Appendix C of the Order and in AMS Procurement Forms. Contractor employees are exempt from 14 Federal Aviation Administration On-Airport Land Lease,07/2023 OMB CONTROL NO.2120-0595 acknowledging any language in the NDA associated with unauthorized disclosure of received information that subjects FAA employees to personnel actions specified in the Human Resources Policy Manual (HRPM) Volume 4: Employee Relations ER-4.1 (4) and applicable collective bargaining agreements. 4) Contractors must first coordinate with the DCIP at ASH-CI-Notify@faa.gov before contacting any law enforcement or investigative agencies on any known or suspected counterintelligence or other national security concern described in Paragraph 1 of FAA Order 1600.84. 5) Contractors must notify the DCIP as soon as possible if any law enforcement or investigative agency contacts them directly on any matter covered by FAA Order 1600.84. If an employee receives a direct request from an outside law enforcement or investigative agency for evidence related to a counterintelligence or other national security concern as described in Paragraph 1 of FAA Order 1600.84, the employee will refer the law enforcement or investigative agency to AXI- 310. 6) Contractors must immediately notify the DCIP at ASH-CI-Notify@faa.gov, and the CO or their designee if their employees observe any of the following- a) Suspected or known acts of foreign intelligence collection activity against the FAA or its employees, systems, networks, operations, facilities, equipment, or information; b) Suspected or known espionage (See Appendix A of FAA Order 1600.84 for definition); c) Suspected or known unauthorized disclosure of CNSI, SUI, or otherwise protected information in the possession of the FAA by a FAA employee to a foreign government or element thereof, a foreign organization, an entity or individual that meets the definition of"foreign power" or "agent of a foreign power" in 50 U.S.C. § 1801, a foreign person, an international terrorist organization or activity, an agent of any of the foregoing, or any other individual or entity acting on behalf of or otherwise supporting any of the foregoing; or d) Suspected or known theft, unauthorized disclosure, or unauthorized amassing of CNSI, SUI, or otherwise protected information in the possession of the FAA known or suspected to be for the purpose of conveying it to a foreign government or element thereof, an entity or individual that meets the definition of"foreign power" or"agent of a foreign power" in 50 U.S.C. § 1801, a foreign organization, a foreign person, an international terrorist organization or activity, an agent of any of the foregoing, any other individual or entity acting on behalf of or otherwise supporting any of the foregoing, or an unknown recipient, or statements of intent by an FAA employee to engage in any such actions. SUI or otherwise protected unclassified information whose theft, unauthorized disclosure, or unauthorized amassing, for the purposes described in the preceding sentence, is of concern includes, but is not limited to: i. Non-public information from an official FAA data network or information; ii. Imagery; iii. Technical specifications; iv. Trade secrets; v. Proprietary information; vi. Sensitive Security Information (SSI); and vii. Any other SUI e) Activities similar to those described in paragraphs b(6)(a)-(d) by, on behalf of, or otherwise supporting,potential lone wolf actors, malicious insiders, or transnational organizations of a national security concern. If notification of the CO or their designee is not feasible owing to the CO and/or their designee being 15 Federal Aviation Administration On-Airport Land Lease,07/2023 OMB CONTROL NO.2120-0595 one of the suspicious actor(s), the contractor must notify the DCIP directly at the above email address if they observe any of the above activities. 7) Elicitation attempts. Elicitation is the strategic use of conversation to extract information from people without giving them the feeling they are being interrogated. It is a technique used to discreetly gather information. It is a conversation with a specific purpose: collect information that is not readily available and do so without raising suspicion that specific facts are being sought. The conversation can be in person, over the phone, or in writing. Contractors must immediately notify the DCIP at ASH-CI-Notify@faa.gov, and the CO and/or their designee if their employees experience any known or suspected direct(e.g.,personal encounter or telephone) or indirect(e.g., electronic or written communication) elicitation or attempted elicitation of CNSI, SUI, or otherwise protected information in the possession of the FAA by any suspicious entity or person, regardless of ethnicity, nationality, or FAA employment status, as soon as possible, but no later than 12 hours after the time of the incident, initial detection, or receipt of report, as applicable, or the next business day if the incident, initial detection, or receipt of report, as applicable, occurs on a weekend or holiday. Contractors must report these incidents regardless of where, when, or how the contact took place, or whether the employee was on or off duty. Suspicious activities include, but are not limited to: a) Direct or indirect contact or communication with a known or suspected foreign or foreign- affiliated person, or an unknown or unfamiliar person, seeking access to or disclosure of any CNSI, SUI, or otherwise protected information in the possession of the FAA for which such person does not meet the applicable access requirements, or that is outside the scope of their official duties; b) Direct or indirect contact or communication with a known or suspected foreign or foreign- affiliated person, or an unknown or unfamiliar person, seeking specific information about an FAA employee's official duty responsibilities, work projects, access to information, security clearance, travel plans, coworkers' identities, or Information Technology (IT) system credentials for which such person does not meet the applicable access requirements, or that is outside the scope of their official duties; c) Direct or indirect contact, communication, or observance of a known or suspected foreign or foreign-affiliated person, or an unknown or unfamiliar person, seeking unauthorized access to FAA employees, equipment, operations, systems, information, facilities, or networks, including through a Personal Electronic Device (PED); d) Direct or indirect contact, communication, or observance of a known or suspected foreign or foreign-affiliated person, or an unknown or unfamiliar person, introducing, or seeking to introduce, unauthorized digital media or software into any FAA equipment, facilities, systems, or networks, including through a PED; e) Offers of compensation, gifts, or favors in exchange for FAA information or access to such information, regardless of medium; or access to FAA employees, equipment, operations, facilities, systems, or networks; f) Threats, attempts to coerce, or attempts to exploit any FAA employee by a known or suspected foreign or foreign-affiliated person, or by an unknown or unfamiliar person, in order to illicitly acquire FAA information or access to FAA employees, equipment, operations, facilities, systems, information, or networks; g) Solicitation by any person of FAA information for which they do not meet the applicable access requirements or that is outside the scope of their official duties; h) A request by any person for access to FAA employees, facilities, equipment, operations, systems, 16 Federal Aviation Administration On-Airport Land Lease,07/2023 OMB CONTROL NO.2120-0595 WAYNE Digitally signed by WAYNE DARRINGTON By: DARRINGTON Date:2024.01.10 09-54-06-08'00' Print Name: Wayne Darrington Title: Real Estate Contracting Officer Date: ATTACHMENTS/EXHIBITS: Number Title Date Number of Pages 1 Survey 02/14/2023 1 Public Access. The LESSOR and FAA shall allow and permit reasonable access to, and inspection of, all documents,papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the LESSOR and FAA in conjunction with this Agreement; and the LESSOR shall have the right to unilaterally cancel this Agreement upon violation of this provision by LESSEE. Ethics Clause. FAA warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, commission,percentage, gift, or consideration paid to the former County officer or employee. Nondiscrimination. The parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable,relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352),which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended(20 USC §794),which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC §§ 6101-6107), which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended,relating to nondiscrimination on the basis of drug abuse; 6)The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 616), as 18 Federal Aviation Administration On-Airport Land Lease,07/2023 OMB CONTROL NO.2120-0595 amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ 523 and 527 (42 USC §§ 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC §§ 3601 et seq.),as amended,relating to nondiscrimination in the sale,rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10)Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Insurance. By signing this agreement, FAA stipulates that as an agency of the federal government it is self- insured in amounts adequate to respond to any and all claims arising out of the activities governed by this agreement. 19 Federal Aviation Administration On-Airport Land Lease,07/2023 OMB CONTROL NO.2120-0595 EXHIBIT 1 TOPOGKAPHIC SUPVEY r, FA ER KEY VVEST INTERNATIONAL AIRPORT LOCATION MAP-N-5 5EC.3 TG55 K25E N S ®�' GRID NORTH 0 5 10 20 5-1 �- f« � j r` .. T � i r� �T>> TI Y-T I <, j —­TY20-�T G, �- — ��, „ — - _ _ GTY Neze 3 a5� _ _ r 1 ® i / _. \ 4A 0 ® CABANAS WAY D RIFTT t LASE ERFA UTH RET BYT LN DRRSI VRD d 15� �T 5UKVEYOR5 NOTE5 I'.NE EGEND: �__ ».. .,7 .,r�-s—' 5YM30L LLGRDD: T-f - T ...�_.,..,..T T,,_ R a�F o T_ _ 5.c yen �o TT ;Gs.n-. ,,.TTa._ �.,Te c T, o o FF FLORID 4 KFY S - LAUD SLRVEYIVG ' ,,� ...... _. � y PUBLIC AUTHORIZATION CERTIFICATE On this- 13th day of_ December 20 23 , 1 Jjoll Merrill ltaschein I insert name I certify that I ani the ofthe I insert title I Monrqe ( csunt State ctf l lt�rida named in the attached agreement; that I insert narne of Stale,County,Municipality,or other Public Authority I who signed said agreement oil behalf ofthe (insert name of person Nvho signed the agreement I Monroe County, State of Plorida is [insert name ot'State, ounty,Municipality,or other Public A uthority I Mawr of`said [insert title of person who signed the agreement I and that said agreement was duly signed (insert name ofstaie,County,Municipality,or other Public Authority] for and on behalf of Monroe Count State of I-Iorida by authority of' (insert name ofSlale,County,Municipality,orothei-Pubfic Authority) its governing body, and is within the scope of its powers. Signed "INROE couNTY ArronNEY A )IOVE//4A, 1 FORM "04 FQ E P p 0 A S is 'A T r' AI-MRN% r NIWY TORN 11/29/23 �g 4 pnq F,mv, ZV"i"A (p O'l k4 HI - .IILFINCLI RK Federal Aviation Administration Real Estate & Utilities Group Public Authorization Certificate- 09/2020 P& I