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Backup Documents 05/11/2021 Item #16G1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 G 1 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. County Attorney Office CAO tj,`s t $_f, ,4)I 2. Board of County Commissioners Office BOCC t1W t 3. Minutes and Records Clerk of Court's Office 40-1 61: (r 011.4/K 4. Send signed copy to Heather Meyer Marco Airport PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Heather Meyer/Airport Authority 239-252-5765 Contact/ Department Agenda Date Item was 5/11/2021 Agenda Item Number 16G.1 Approved by the BCC Type of Document Immokalee Airport Hangar/Land Lease Number of Original Attached Documents Attached PO number or account N/A number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK HM 2. Does the document need to be sent to another agency for additional signatures? If yes, HM provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be HM signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's HM Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the HM document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's HM signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on May 11,2021 and all changes made N/A is not during the meeting have been incorporated in the attached document. The County an option for Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the /A is not BCC,all changes directed by the BCC have been made,and the document is ready for th option for Chairman's signature. this line. I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 16G1 Ann P. Jennejohn From: Ann P.Jennejohn Sent: Wednesday, May 19, 2021 8:40 AM To: MeyerHeather Subject: Item #16G1 5-11-21 BCC Meeting Attachments: Backup Documents 05_11_2021 Item #16G1.pdf Good Morning Heather, Attached please find an executed copy of Agenda Item *160., Iwtwtokalee Airport Havtiger/Lavtd Lease, approved by the 13CC on May 11, 2.02.1. Thank you, have a great day! Ann Jennejohn I3MR Senior Deputy Clerk II 0.31.1.Ch,,,r Clerk to the Value Adjustment Board 4Z(` 4'�•,� Office: z39-252-s40 , Fax: 2.39-252-8408 (if applicable) Avtn.Jennejohn@CollierClerk.cowt `�, �� Office of the Clerk of the Circuit Court ��kteK1S��1� & Comptroller of Collier County 3299 Tavvtiavni Trail, Suite *401 Naples, FL 34112-5324 www.Colliereterk.com i � �� COLLIER COUNTY AIRPORT AUTHORITY LEASEHOLD AGREEMENT FOR HANGAR CONSTRUCTION THIS LEASEHOLD &(]REEMENT(thia^Lumme^`) is made as ofxhr -duy of t ' 2O2} (the "Effective ]0mtm") 6v and between COLLIER COUNTY. u political subdivision d the �ui�� Florida, acting as tbn COLLIER COUNTY AIRPORT AUTHORITY. with administrative o[Ooas located at 2005 Mainsail Drive. 9uhc ). Naples, Florida 34114 (hereinafter rcFwrn:d to as the "Authority"), and G\uba| Flight Training Solutions. |no' a corporation duly organized under the laws of Florida (the "1Feommt°) (tile Authority and Tenant are on||ootive|y reh:ned hereto as the "Parties'"), The Parties hereby Mutually covenant. agree and promise uofollows: 1. PARTIES The Authority's address,telephone numbcr and cmxi| are: Collier County Airport Authority 2005 Mainsail Drive, Suite | Naples, Florida 34\ |4 Attn: Andrew Bennett, CM. Executive Manager Phone: 23g-252'8425 2mui|: Andn:w.8cnnutt�ebcoUievoountvfl.gov TbcTenon[s address. telephone number and email are: O1o6ul Flight Training Solutions. Inc. >65 &irpurkBoulevard {mmoka|oc, FL.34|4J Phonc: g4|-24\-9772 8moi|: victnr@g\oho|flighttruinin8so|udony.com %. PURPO8E, The purpose ofthio Lease is to |cuyc a parcel of land (tile "Premises"). |ncon:d on the [mmoku|ee Regional Airport (the ~Airpurt'`), as more particularly described and shown in Exhibit -A- attached hereto and made o part hcrou[ on which Tenant covenants, agrees, promises and intends to construct improvements as required and approved by the Authority. Tile Authority's representative for purposes of this Lease is its Executive Airports Manager(hereafter.the-Airports Manager"). 3. STATEMENT OF LEASE. In consideration of' the payment of rent and d/c [aidhh/| perfbnnnnzc by Tenant of the terms, conditions, and covenants herein contained. Authority does hereby lease toT:nuo< the Premises together with any improvements now existing or hereafter constructed thereon. as shown and described oil Exhihit~A." 4. LEASE TERM. The Premises are |cun*d to Tenant for u term of forty (40) years (tile ^^Luaoc Term"), which shall commence upon the Effective Date and shall contilILIL' Lill i nterrLl pted for a period of forty(40) years thereafter, un|cmm the LeosuTcnn uhu|| be aooncrtcnninuicd as hereinafter provided. 16G1 Upon expiration or termination of the Lease Term or any extension thereof agreed to by the Parties as herein provided. Tenant hereby waives any demand for possession of the Premises or any structure or improvement then situated thereon, including, without limitation. improvements made at Tenant's expense, and Tenant agrees to vacate and return the Premises to Authority peaceably, quietly and in good order and condition, ordinary wear and tear excepted, and shall deliver the keys to the Premises to Authority at its offices described above. Time is of the essence under this Lease. 5. LEASE RENT. A. Rental Rate. Tenant hereby covenants and agrees to pay the stated per square foot rate for the Premises, as depicted and described on Exhibit "A," a parcel of land agreed to contain approximately 141,330 square feet. The lease rental rate to be paid by Tenant for the Premises shall be $15,546,30 annually (the "Base Rental" at $ .11 per square foot). which shall be paid in equal monthly installments of$1.295.53, plus applicable sales tax. currently 7% or $90.69. for a monthly total payment of$1.386.21 (the "Rent"), and shall be due and payable by the first day of every calendar month during the term hereof(the "Due Date"). Notwithstanding the foregoing. the obligation to pay the Rent shall not commence until such time as a Certificate of Occupancy is issued by Collier County, Florida, for each improvement to be constructed by Tenant pursuant to this Lease, which the Parties agree may result in no Rent being due during the period prior to the issuance of a Certificate of Occupancy, although the Lease Term has commenced and all other obligations and responsibilities are owed under the Lease. Rental rate shall be assessed for each improvement upon receipt of Certificate of Occupancy as issued by Collier County, Florida respectively. If the obligation to pay Rent pursuant to the terms of'this Lease commences on a day other than the first day of the month. the Tenant shall pay rent equal to one thirtieth (1!30111) of the monthly rental multiplied by the number of rental days of such fractional month. B. increase in Rental Rate. The lease rental shall at no time be less than the Base Rental. The Authority and Tenant, however, agree and stipulate that the lease rental rate may be unilaterally increased by the Authority, annually in accordance with the Authority's lease rental rate adjustment program. if the Authority exercises its right to unilaterally increase the Base Rental, the Rent shall be adjusted accordingly, though still to be paid in equal monthly installments. Currently the adjustment program is based on changes in the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index (the Index for U.S. City Average for Urban consumers). C. Commercial Operating Fee. In addition to rent, Tenant will pay an annual Commercial Operating Fee, currently $200 annually, per the Authority's published Rates & Charges, which may be amended from time to time at the Authority's sole discretion. D. Place of Payment. All Rent and fees shall be made payable to the Collier County Airport Authority, and mailed by first class letter, postage prepaid, or personally delivered, to the Administrative Offices at 2005 Mainsail Drive, Suite I. Naples, Florida 34114, or such other address as the Airports Manager may designate in writing. Payments shall be made in cleared funds by cash, check or electronic transfer regularly and monthly without notice from the Authority during the Lease Term. 6. LATE FEES AND CHARGES. A. Right to Legal Proceedings. in the event Tenant fails to deliver to the Authority the Rent, taxes, fees or information as required to be paid or delivered under the provisions of this Lease - 2 - 16G1 so that they are received by the Authority no later than the tenth (10th) day of each calendar month, the Authority reserves the right to commence any and all legal proceedings, including default proceedings or eviction proceedings, in accordance with the laws of the State of Florida. B. Interest Due. If Tenant fails to promptly pay, when due, any full installment of Rent or any other sum payable to Authority under this Lease, and if said sum remains unpaid for more than five (5) days past the due date. the Tenant shall pay Authority a late payment charge equal to five percent (S%) of each such payment not paid promptly and in full when due. Any amounts not paid promptly when due shall also accrue compounded interest of two percent (2%) per month or the highest interest rate then allowed by Florida law, whichever is higher, which interest shall be promptly paid by Tenant to the Authority. C. Authority's Right to 'terminate Lease. The inclusion of an obligation for Tenant to pay the Authority late charges and interest shall not preclude the Authority from terminating this Lease for Tenant's non-payment of rent, amounts due for fees, taxes, expenses or charges, or from enforcing any other provisions contained herein. 7. RENEWAL. At the sole and absolute discretion of the Authority, provided this Lease is not in default prior to the expiration date, the Tenant shall be granted a right of first refusal to lease the Premises from the Authority at the then existing commercial rental rates for improved property on the Airport, under terms and conditions as the Authority may offer other prospective tenants for similar facilities at the Airport, but in no event, shall the rental rate be a lesser amount than than paid by Tenant at the expiration of the initial forty (40)year Lease Term, and it should be anticipated to be a substantially greater amount. The Authority shall notify Tenant of its decision whether to lease the Premises following the expiration of the Lease Term at least two (2) year prior to the end of'the ],ease Term, unless a shorter notice period is agreed upon by the Parties. The right of first refusal may not be assigned. 8. CANCELLATION. The Authority reserves the right to cancel and terminate ail or portions of this Lease. upon giving Tenant not less than six (6) months' written notice, if cancellation is deemed necessary by Authority to implement any phase or portion of any Airport Master Plan adopted by Authority. However, Authority agrees that before such Lease cancellation it may make available and offer to Tenant, for the balance of the Lease Term, upon the same terms and conditions as set forth in this Lease, premises located within the Airport. including structures and improvements, equal to or greater in size than the area of the Premises. After the Authority gives Tenant notice of its intent to cancel the Lease pursuant to this provision, Authority shall elect one of the following options: A. Relocation. If the Authority elects to relocate Tenant pursuant to this provision, the actual out-of-pocket costs of moving Tenant's equipment and other property kept on the Premises, to the new location shall be paid by Authority. The reasonable cost of any buildout required as a result of the relocation, as well as the repair or replacement of Tenant's equipment or other property damaged during the relocation, if not otherwise covered by insurance, shall be paid by the Authority. The cost of such repair or replacement costs to Tenant's equipment or other property shall be limited per the caps provided in F.S. 768.28. B. Termination. The Authority may terminate this Lease, in which case, as its exclusive remedy, and in lieu of any other claims for costs, expenses and damages of any kind related to - 3 - 16G1 the proposed relocation and Authority's election to terminate, the Tenant shall be entitled to compensation for the fair market value of the leasehold interest, improvements and personal property taken, as determined by an independent appraiser agreed to by the Parties, which agreement may not be unreasonably withheld by either Party. If a portion of the Leased Premises is so taken or sold, and as a result thereof, the remaining part cannot reasonably be used to continue the authorized uses set forth in Section 9 of this Lease, this Lease shall terminate at Tenant's election and Tenant's obligation to pay Rent and perform the other conditions of the Lease shall be deemed to have ceased as of the date of such taking or sale. Tenant hereby waives, disclaims and releases all claims for costs, expenses and damages against the Authority, except for this payment. Notwithstanding the foregoing, the Lease may not be terminated pursuant to this Section solely to allow the Authority or any other party to take possession of the Premises or any portion thereof for operation of aircraft hangars for lease. The general intent is to prohibit the Authority from terminating the Lease solely to take over the operation established by the Tenant. 9. PERMITTED USE OF PREMISES. Tenant, upon payment of the lease Rent and all applicable fees and taxes, and the faithful performance of such covenants, agreements and conditions required by law, or this Lease, shall and may, continue to peaceably enjoy the Premises. Such quiet enjoyment is conditional upon Tenant adhering to the following terms: A. Aircraft Hangars. Tenant agrees that the Premises shall be used only for the construction (in accordance with plans and specifications designed in accordance with Federal Aviation Administration (FAA)/Airport Standards and with the Authority's input in the proposed design plan review deliverables, and subject to the Authority's prior approval of the final plan set prior to permitting) and subsequent operation of aircraft hangars for sublet or operation of aircraft hangar condominium units (subject to the Authority's approval of Tenant's proposed subtenants. whether sublessees or condominium unit owners), including office space and/or related aviation facilities: no other use or occupancy is authorized or shall be permitted, except as for those uses relative to commercial aviation uses found in Section 10, with the prior approval of the Authority. The Authority retains full control over the activities conducted on the Premises by modifying, amending and interpreting the Rules and Regulations of the Authority. B. Non-Exclusive Use. Tenant and its permitted assignees, subtenants, agents, employees and customers are permitted non-exclusive use of all runways, taxiways, taxi lanes, roads, rights-of-way and driveways to and from the Premises in common with other airport users. Tenant and its permitted assignees, subtenants, agents, employees and customers have the right to free access, ingress to and egress from the Premises. The Authority may, at any time, temporarily or permanently close or consent to the closing of any roadway or other right-of-way for such access, ingress to and egress from the Premises presently or hereafter used as such. In such a case, a means of access, ingress and egress reasonably equivalent to that formerly provided shall be substituted and concurrently made available. Cr Exclusive Use of Premises for Aircraft Hangars. Tenant agrees that it and its approved assignees, subtenants shall only use the units as aircraft hangars, by which is meant a place to store airworthy aircraft, equipment related to such aircraft and office space. The lease rental rate and annual increases required by the Authority and agreed upon herein by the Tenant are, in part, made possible by aeronautical activities at the Airport. The Authority strongly encourages aviation uses of its land and prohibits non-aviation uses of the Premises. The Authority requires that the Tenant, its - 4 - 116G1 approved assignees, subtenants always maintain aircraft in its hangars: subject to events that may require the relocation of aircraft to another airport during certain times of the year. In the event, however,that the Authority determines that a unit of a hangar on the Premises is or has not been used as a hangar for an airworthy aircraft for an extended period, it shall so notify the Tenant. If the Authority determines that no airworthy aircraft has been stored or maintained in the Premises for a period more than six (6) months, such failure to maintain an aircraft shall constitute a non-monetary default subject to the remedies set out in Section 30 of this Lease. 10. LIMITS ON USE A. Commercial Aviation Enterprise. The operation of any commercial enterprise on the Premises is subject to the advance approval by the Authority in accordance with the Authority's Minimum Standards for Commercial Aeronautical Operators and memorialized in writing between the Parties, Commercial aeronautical operators involved in activities such as flight schools or a maintenance repair and overhaul (MRO) service may be permitted in the office space attached to the hangars with the prior approval of the Authority. It is specifically agreed that nothing herein contained shall be construed as prohibiting Tenant, its approved assignees, subtenants from allowing its own employees, or an approved product service center. from performing services on their own aircraft in their hangars. All such servicing, maintenance and repair shall he conducted in accordance with Federal Aviation Regulations and applicable law. B. No Exclusive Rights. It is specifically understood and agreed that nothing herein contained shall be construed as granting or authorizing the grant of an exclusive right to Tenant of any aeronautical activity within the meaning of'Section 308 of the Federal Aviation Act. C. Activity. Tenant shall not engage in any aeronautical activities other than those described in Section 9 of this Lease. D. Rule Compliance. Tenant shall not engage in any activities that violate or depart from the provisions and intent of the Authority's Rules and Regulations described in Section 16 of this Lease. E. Statutory,Compliance. Tenant agrees that it will not use, nor permit the Premises to be used, for any unlawful purpose, defined to include conduct or activity prohibited by Federal, State, local law or ordinance or Authority Rules and Regulations. F. Building Compliance. Tenant may construct, install, erect and maintain buildings or other permanent improvements on the Premises, but only in accordance with plans and specifications which have first been approved in writing by the Authority, at locations approved by the Authority,and in accordance with ordinances, guidelines, rules and regulations of the Federal Aviation Administration (the "FAA"),the Authority, those relevant provisions set forth in the Collier County Land Development Code and the Collier County Code of Laws and Ordinances, and as required by all other governmental agencies having jurisdiction over the land constituting the Premises. G. Spatial Limitations. This Lease confers no rights to the subsurface of the Premises more than five (5) feet below the ground level or to the airspace above the existing rooftop of any structural improvement that is or becomes part of the Premises. H. Rights of Authority. The Authority reserves the right to close the Airport or any portion thereof, including without limitation the runway, taxiway, taxilane, apron, terminal buildings, - 5 - 16G1 automobile parking facilities when necessary or convenient to further the Authority's management of the Airport. 1. Exclusive Fueling Rights. The Authority retains exclusive fueling rights at the Airport. The Authority retains the right and privilege of making distinctions between the types of available fuels, oils,and services in keeping with the best interest of the Authority. J. Tenant's Hangar Rental Rate. At no time shall the Tenant's hangar rental rate to approved subtenants he less than the Authority's then established hangar rental rate. K. Tenant's Utilization of Authority's Airport Waiting List. At all times. the Tenant shall utilize the Authority's Airport Tenant Waiting List and allow all persons/entities in the ranked order established in that 1.,ist the right of first refusal to any available hangar rental space in Tenant's possession at the Airport. L. Tenant's Key Personnel. As part of this Lease, the Tenant shall employ a General Manager that has the expertise to handle the Tenant's day to day business of overseeing the construction of the hangars, the rental of the hangars to approved subtenants and all other aspects of the Tenant's general business activity on the Airport's Premises. Tom Brown shall serve as the General Manager. Tenant shall be permitted to subcontract Maintenance Services to qualified, local firms, that are eligible and meet the safety and security requirements to work at the Airport. The Tenant's General Manager is considered an essential or "key" personnel assigned to the project and shall not he removed without the Authority's prior written approval; and ►f so removed must be immediately replaced with a person acceptable to the Authority. Further. the Authority shall have the right to direct Tenant to remove and replace the General Manager, with or without cause, if in the sole discretion of the Authority such removal and replacement is in the best interest of the Authority. 11. CONDITION OF PREMISES AND PERIODIC REHABILITATION. Tenant accepts the Premises, and all improvements and appurtenances thereto, in addition to the land, in their present"as is"condition as suitable for the purpose for which the Premises are leased. A. Contamination. Tenant shall be responsible for any damage to or contamination of the Premises occurring during Tenant's tenancy whether or not due to the acts or omissions of Tenant, its officers, employees, business invitees, subtenants or assigns, in violation of any State, Federal or local law or regulation, and will decontaminate the Premises at its own expense if a violation of Federal, State or local law is charged. Tenant shall either document decontamination or provide to the Authority satisfactory evidence that the Premises is not contaminated. The Premises shall not be deemed to be decontaminated until the Authority so states in a written document addressed to Tenant. B. No Liability. The Authority shall not be liable for any damages or loss suffered by Tenant,or for injuries to persons or Premises. C. Liability of Tenant. Tenant further acknowledges that no representations as to the condition of the improvements, structures, paving, or the geology of the soil, on the Premises, expressed or implied, have been made by the Authority, its officers, employees or agents prior to or at the execution of this Lease. Notwithstanding the foregoing, Tenant, its officers, employees, agents, successors and assigns, will not be responsible for any damage to or contamination of the Premises if such damage or contamination is due to or caused by the act of the Authority, or its officers, employees,. agents, successors or assigns. - 6 - I D. Due Diligence by Tenant It is the responsibility of Tenant, at its sole cost and expense, to investigate and determine the suitability of the soil, geology, environmental and seismic condition of the Premises for Tenant's intended development. Tenant, at its sole cost and expense, shall have the right to conduct a Phase I Environmental Site Assessment and any additional environmental site assessments of'the Premises (collectively "Audit") within sixty (60) days of the Effective Date of this Lease. If the Authority or Tenant deems the Premises in its present condition to be unacceptable for its intended use based upon the results of the Audit, the Authority or Tenant may terminate this Lease if(1) Tenant or Authority does so within seventy-five (75) days of the Effective Date of this Lease and (2) if the Audit reveals that hazardous substances arc or may be present on the Premises. Within thirty (30) days after termination of this Lease pursuant to the preceding sentence, Tenant shall recover its deposits and previous rent payments made to the Authority under this Lease if the Audit reveals that hazardous substances are or may be present at the Premises. E. Periodic Rehabilitation Required of Tenant. Tenant agrees that (i) prior to the tenth (10th) anniversary date of this Lease, (ii) on each succeeding ten year anniversary date and (iii) a date two (2) years prior to the expiration of the term of this Lease (each such date an "Inspection Deadline") Tenant shall deliver to the Authority a detailed written inspection report prepared by a commercial building inspector licensed by the State of Florida Department of Business and Professional Regulation's Building Code and Inspection Board (the "Inspection Report") of all of the improvements on the Premises (of both the exterior and interior thereof). certified to the Authority, including, but not limited to, the following; (1) air conditioning (FIVAC) systems (if applicable); (2) doors, including the hangar doors, and hardware; (3) electrical systems: (4) elevators (if applicable); (5) exterior lighting systems; (6) signage; (7) fire sprinkler systems (if applicable); (8) security fences; (9) landscape/sprinkler systems; (10) moisture penetration; (1 1) mold/mildew incursion; (12) paving(parking,apron and tarmac); (13) plumbing systems(if applicable); (14) roofing systems: (15)site drainage;(16) smoke detectors; (17) structural components; (18) termite infestation: (19) windows and hardware; (20) appearance and cosmetic items; and (21) repair and maintenance recommendations. Subject to Section 14 hereof, Tenant covenants and agrees to complete, at Tenant's sole cost, all repairs and maintenance recommended in the Inspection Report within ninety (90) days of each Inspection Deadline. Tenant understands and agrees that if all such recommended repairs and maintenance are not completed by Tenant within ninety (90) days of each Inspection Deadline then this Lease shall terminate, and Tenant shall surrender the Premises in accord with Section 28 herein and all other terms and conditions of this Lease. 12. CONSTRUCTION ACTIVITY. Tenant shall not commence any site work, building, alterations, additions or infrastructure improvements, or engage in any construction activity on the Premises. without the prior written consent and approval of the Authority. Further. Tenant shall obtain the Authority's written consent and approval of all plans for site work, buildings, alterations, additions. grading, paving, drainage, utilities. landscaping, or other infrastructure improvements before construction may be commenced. All construction of improvements must conform with the approved plans and shall be constructed or installed in accordance with all applicable statutes, ordinances. building codes. and rules and regulations of the Authority, and any other authority that may have jurisdiction over the Premises and Tenant's operations. Tenant is solely responsible for determining and obtaining all necessary permits and approvals, and for paying all fees required, for the construction. The Authority's approval of Tenant's plans and specifications does not constitute a representation or warranty as to their conformity with Collier County building standards,codes or zoning. - 7 - I 6 G 1 Tenant shall plan. organize, supervise, schedule, monitor, direct and control the construction competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the work in accordance with the plans approved by the Authority. Tenant shall be responsible to see that the finished construction complies accurately with those approved plans. Tenant shall keep on the construction site at all times during the construction a competent resident superintendent, who shall be subject to the Authority's approval and not be replaced without prior written notice to the Airports Manager except under extraordinary circumstances. The superintendent shall be employed solely by the Tenant and be the Tenant's representative on the Premises and shall have the authority to act on behalf of the Tenant. All communications given to the superintendent shall be as binding as if given to the Tenant. The Tenant shall have a competent superintendent on the Premises at all times during construction whenever-Cenant's work crews, or work crews of other parties authorized by Tenant are engaged in any activity whatsoever associated with the construction related to the improvements to the Premises. Should the Tenant fail to comply with the above condition, the Tenant shall be in breach of this Lease and the Authority may pursue its remedies for events of breach as provided herein. The Authority shall have the right to direct Tenant to remove and replace the superintendent. with or without cause. if in the sole discretion of the Authority such removal and replacement is in the best interest of the Authority. By executing and entering into this I..ease, the Tenant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et sect and regulations relating thereto, as either may be amended. Failure by the Tenant to comply with the laws referenced herein shall constitute a breach of this Lease and the Authority shall have the discretion to unilaterally terminate this agreement consistent with the termination provisions provided herein. Statutes and executive orders require employers to abide by the immigration laws of the United States and to employ only individuals who are eligible to work in the United States. The Employment Eligibility Verification System (E-Verify) operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA), provides an Internet-based means of verifying employment eligibility of workers in the United States; it is not a substitute for any other employment eligibility verification requirements. Tenant is required to enroll and comply with the E-Verify program. and provide acceptable evidence of its enrollment, at the time of the execution of this Lease. See Exhibit "C," attached. Acceptable evidence consists of a copy of'the properly completed E-Verify Company Profile page or a copy of the fully executed E-Verify Memorandum of Understanding for the company. Additionally, the Tenant shall require all subcontracted contractors working at the Airport to use the F-Verify system for all purchases except: (i) Commodity based procurement where no services are provided, and (2) where otherwise waived by the Authority. For additional information regarding the Employment Eligibility Verification System (E-Verify) program visit the following website: littp2/www.dhs.gov/E-Verify. It shall be the Tenant's responsibility to familiarize themselves with all rules and regulations governing this program. Tenant agrees to keep the project site clean at all times of debris, rubbish and waste materials arising out of any improvement to the Premises. At the completion of any improvements, Tenant shall remove all debris, rubbish and waste materials form and about the site of the Premises, as well as all tools, appliances,construction equipment and machinery and surplus materials, and shall leave the Premises site clean and ready for occupancy. - 8 - � � 6 G � Tenant further agrees that all right and title to any ohero ions additions and improvements made io the Premises during the Lease Term shall vest in the Authority LIPOII termillation of the Lease., shall not be removed, and ahu|| remain oil the Premises as \hc property of the Authority upon the expiration or tcnninobonofthis Lease. Tn that end. all common inDoonucluo funded and boUi in accordance with the Tcnnn[uoouo(ruc|ion plans eaapproved hv the Authority but ouWidcthe |caocd Pmniumo inc|udinghot not limited to gates. fencing, all access roadway extending to the proposed Terminal parking lot and other common area impnovomen|s, shall be turned over \othe Authority Upon thc omnp|cdno of construction with all right and title vesting upon termination of the Lease. It is further agreed that the ALItI101-ity is not espmnyih|o for mimhuming the Tenant for its investment in uny modiUuuboos additions, improvements, structures. fixtures or uqoipmont on \ho Premises. Tenant agrees that upon the expiration or sooner termination of this Lease. Tenant shall deliver LIP tile Premises to Authority peaceably. qoict\y and in good order and condition. ordinary wear and tear excepted. 13. HANGA0FACKLITV CONSTRUCTION. Tenant shall construct upon <hc Premises, at its sole expense and in compliance with all tile tunnm and conditions of this Lcoso, lhoc (3) steel buildings consisting of aircraft hangar units, including oUiuu space and/or related aviation Cuoi|ihos, in strict ucuonduuoe with p|uoa and spociOouboo» approved in writing by the Authority. As part o[dhc0000idumdon for entering into this [cmuc. the Tenant commits to constructing the three(3)hangar units for iiounvonuudcni hoxinrssopconions, as Ro||nwa: Building i: &ivomft 3k`rn8c Hangar, 10,000 3F' including oRlocand ostnuom Building 2: /\ioruh 8tnm8o Kuu8ur, 10.000 OF, including oOlcc and oxtn`om Bui|ding3: /\iomft3turup-c Hangar, 10.000 SF. including office and vcotvoom Tenant agrees that Tenant shall commence the construction Of thc approved Building | improvements within 18 months from the Effective Date o[ this Lcuac and yhuU commence the unnatruohnoo[the approved Buildings &c ] within 24 months 6nm the Effective Date ofthis Louoc. |n the event Tenant has not commenced the construction of the approved improvements within 24 months hnm the Effective Du<c of this Loux«. this Lease shall terminate, and the Authority shall retain all {undo paid to it by the Tenant. Tenant dhu|i in addition, he liable for any other damages sustained by the /\x\borh/ hccuuuco[Tenant's failure 1ucomply with this provision ny�he Lease. Prior to commencing 000struuhon Of improvements on the Premises. the Tenant shall comply with all the following provisions: A. Commencement. Within six (6) months of' the Effective Date o[ this Lease. Tenant shall deliver to the Authority all drawings. plans and specifications for construction of the improvements contemplated to buconarucocdon the Premises at Tenant's cost, which shall inc|udc3OY6, 6O96and VO% engineering design phase plans. with uproposed xchcdo|c of completion o[construction. Within thirty (]O) days of receipt thereof, the Authority shall either no6f,,- Tenant of is uppnuvu| of tile proposed plans and specifications or reject the proposed plans and specifications with recommended revisions. The Tenant yho|\ prepare revised plans and spuoi5ouhonx` consistent with the /\othnri/y`o vccommundntioils. Tcnoo\ yhu|| have the option of resubmitting to the Authority revised plans and specifications, incorporating the Au|hohty`sreonmmcnded revisions, within thirty (]O) days n[Tenant`s receipt of the Authority's recommended revisions, or. of terminating this Lease. If revised plans and �^ - 9 - / 161 specifications are submitted to the Authority, and the Authority again rejects the revised plans and specifications, the process shall repeat itself: however, this process shall be completed within 12 months from the Effective Date. in the event Tenant has not submitted acceptable plans and specifications to the Authority (and the Authority has approved the same in writing) within 12 months from the Effective Date. this Lease shall terminate, and the Authority shall retain all funds paid to it by the Tenant. In addition to Authority approval. Tenant shall obtain at its sole cost all necessary or appropriate approvals and permits from Collier County. the State of Florida, FAA, South Florida Water Management District and all other required governmental or non-governmental agencies or parties. Notwithstanding anything herein to the contrary, Tenant acknowledges and agrees that: (i) plans and specifications will not be considered approved by the Authority unless and until a complete permit set has been approved in writing by the Authority's Airports Manager (provided, however. draft plans and specifications may be submitted by Tenant to the Authority and Collier County for preliminary review prior to application for approval by the Authority and any other agency whose approval is required); and(ii)all permit applications, modifications, responses to Requests for Additional Information (RAi) and other applications or correspondence to be submitted to the FAA, South Florida Water Management District and other governmental or non-governmental agencies or parties must first be sent to the Authority's Airports Manager for prior written approval (and Tenant understands and agrees that no communication with the South Florida Water Management District concerning the Premises or the Authority's permit is allowed without the prior written approval of the Authority's Airports Manager). B. Performance Bond or Letter of Credit. Prior to the commencement of construction of any improvements on the Premises costing greater than Twenty-Five Thousand and 00/100 Dollars ($25,000.00), Tenant shall cause to be obtained a payment and performance bond (that meets the requirements of Section 255.05, Florida Statutes) or letter of credit in a sum equal to the full cost of all such improvements. Said payment and performance bond, letter of credit or other security shall (i) name the Authority as an obligee or beneficiary thereunder, (ii) be from a company acceptable to the Authority and licensed to do business in the State of Florida, (iii)contain terms and conditions and be in form and substance satisfactory to the Authority. (iv) guarantee the full and faithful performance of the construction and completion of all improvements (and payment to all persons supplying contractor labor, materials and supplies used directly or indirectly in the prosecution of the construction work provided) in accordance with final plans and specifications approved in writing by the Authority, free from all liens and claims of contractors, subcontractors, mechanics, laborers and materiaimen following the commencement of construction; (v) provide that the construction work shall be completed by the Tenant, its contractor, or, on their default, the surety: (vi) specify that in default of such completion and payment, such part of the amount of the surety as shall be required to complete the work shall be paid to the Authority as liquidated and agreed damages for the non-performance of Tenant's agreements, it being agreed the exact amount of the Authority's damages is difficult and impractical to ascertain; and (vii) defend, hold harmless, protect and indemnify the Authority against all losses, liabilities, damages, expenses, claims and judgments caused by or resulting from any failure to perform completely all of the work described; and (viii) provide that the duty to defend under this section is independent and separate from the duty to indemnify, exists regardless of any ultimate liability of Tenant, the Authority or any indemnified party, arises immediately upon presentation of a claim by any party and upon written notice of such claim being provided to Tenant; and (ix) that the obligation to indemnify and defend under this section will survive the expiration or earlier termination of this Lease until it is determined by final judgment that an action against the Authority or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. - 10 - 16G1 The Authority may but shall not unreasonably disapprove the surety. The surety shall be deemed approved unless a notice of disapproval is given by the Authority within thirty(30) business days after receipt of the proposed surety. C. "As Built" Plans and Survey. After the final plans and specifications are approved in writing by the Authority, the Tenant shall diligently and continuously prosecute the construction of the approved improvements. Upon completion of the approved improvements, Tenant shall provide Authority with "as built"plans and an"as built" survey certified to the Authority. D. Construction Documents. Tenant shall construct all site improvements on the Premises in accordance with the plans and specifications approved by the Authority. E. Satisfactory Completion and Certificate of Occupancy. Notwithstanding anything in this Lease to the contrary. Tenant shall satisfactorily complete construction of, and obtain a certificate of occupancy from the Collier County for, all the improvements on the Premises approved by the Authority within thirty-six (36)months from the Effective Date of this Lease. F. Inspection and Acceptance. Tenant shall obtain all building permits and approvals required. All improvements including, but not limited to, buildings. site preparation, sub-grade preparation, paving, drainage, and overall development of the Premises, shall be subject to inspection, testing, and acceptance in accordance with applicable law. G. Engineering. Tenant must set the necessary boundary stakes on the Premises and shall provide any surveys required for the design of the area paving. Any material deviation from the approved plans and specification must have prior approval by the Authority and any required governmental agency. H. Utilities. Upon the prior written approval by the Airports Manager, Tenant may install other utilities on the Premises at its own cost and expense, including all connection. inspection, and service fees. All utilities must be installed underground, unless agreed to in writing by the Authority and waived by any approving utility authority or agency. The Authority may negotiate with Tenant for the over sizing or extension of utilities to serve other parcels on the Airport. 1. Paving and Concrete. Tenant must construct the pavement for the aircraft movement areas and the concrete hangar floors to accommodate the heaviest aircraft expected to operate in the area, or fully loaded fuel trucks, whichever is of greater weight, with expected pavement life of no less than twenty (20) years. Any roadway access must be in accordance with the Florida Department of Transportation standards as set forth in the "Manual on Uniform Standards" for comparable construction. Tenant shall construct and extend, as part of its construction plans, a taxilane designed to current FAA standards from the north side of the development to the airport terminal ramp/FBO area, along with an internal access roadway extending from Gate "B" as identified on the Proposed Hangars Layout attached as Exhibit "B," with schematic drawing. That extended taxilane and roadway shall belong to the Authority but be dedicated for common use allowing ingress and egress to the Airport for tenants and other authorized persons, for at least the forty-year term of the Lease. J. Finish Site Gra..,dir ,. Tenant shall perform, at Tenant's expense, all finish grading of the Premises. - 11 - 16G1 K. Frontage Clearances. Tenant shall insure that all frontages and clearance of the improvements (i) are in compliance with Collier County standards and (ii) do not encroach upon any building restriction line. 14. SUBSEQUENT CONSTRUCTION ACTIVITY. Except as authorized and approved in strict accordance with Section 13, Tenant shall not commence or conduct any new construction or work, or alter or repair any existing improvements, on the Premises costing greater than Twenty-Five Thousand and 00/100 Dollars ($25.000.00) without the Authority's prior written approval, which approval may he approved, denied, delayed or conditioned in the Authority's sole absolute discretion. 15. DISCHARGE OF LIENS. Tenant shall not cause or allow any lis pendens, construction, labor, mechanic's or materialman's lien to be filed against the Premises, the Authority or the Authority's real or personal property. In the event of the filing of any lien, or any other charge whatsoever against the Premises, the Authority or its property, Tenant shall immediately take all necessary action to secure the release of same and shall provide, at Tenant's expense, all bonds, security or undertakings to accomplish the release of such liens. in the event Tenant fails to secure the release of any such liens. the Authority shall have the right, but not the duty or obligation, to take any action it deems appropriate to secure the release of any such lien including paying the underlying obligation to the lienor. Tenant agrees to indemnify and hold the Authority harmless from all liability,, damages associated with this requirement, expense and costs including reasonable attorneys' fees. 16. RULES AND REGULATIONS. Tenant hereby agrees to observe and comply with, at its own expense, all laws, policies, ordinances, rules, and regulations promulgated by the Authority and any other cognizant County, State, Federal authority or governmental agency or special district having jurisdiction over the Airport and the Premises described in this Lease, during the Lease Term, including: A. Airport Leasing Polic' . Tenant shall observe and comply with the Authority's Leasing Policy, as from time to time amended. and on file in the office of the Airports Manager (hereafter, the "Lease Manual"). The Lease Manual is incorporated into this Lease and by reference made a part hereof. Tenant acknowledges that it shall be bound by the terms of the Lease Manual, as of the 1" day of the second month the Tenant receives a copy of the Lease Manual or an amended Lease Manual. With respect to any terms in this Lease Agreement that conflict with the Lease Manual.. the Lease Manual shall control. B. Rules and Regulations. Tenant shall observe and comply with the Authority's Lease Policy, Minimum Standards for Commercial Aeronautical Operators, and its published Rules and Regulations for this airport, which are on file at the address set forth above, as such regulations may be amended from time to time by the Authority in its sole and absolute discretion without notice to Tenant, including such reasonable landing fees, rates or charges. as may front time to time be levied for airfield operational privileges and/or services provided at the Airport. Tenant shall also comply with all applicable governmental statutes. rules, orders and regulations. After any such amendment, the Authority shall duly notify the Tenant. - 12 - I6G1 17. AIRPORT OPERATIONS. A. Conduct of Business by Tenant. In the use of the Premises pursuant to this Lease, Tenant shall conduct its operations in a lawful, ethical, orderly and proper manner so as not to interfere with the rights and privileges of others at the Airport and shall be responsible for the conduct, demeanor and appearance of its employees and invitees and of those doing business with Tenant. Upon receipt of complaints concerning the conduct of its business. Tenant shall immediately address such complaints and correct any improper conduct as required by the Authority. B. Care of Aircraft. The responsibility for setting brakes, placing chocks, or otherwise securing any aircraft is solely that of the Tenant. Authority is under no obligation to move Tenant's aircraft into or out of the Premises. if, at Tenant's request, Authority does so move said aircraft, Tenant shall assume all risk of any and all damage or loss occasioned thereby and shall pay the designated fee to the Authority. C. Airport Hazards. Tenant agrees to refrain from any act or omission that would interfere with or adversely affect the operation or maintenance of the airport, disturb the quiet enjoyment of the use of the Airport or surrounding property or otherwise constitute an Airport hazard. Activities that may constitute airport hazards including but not limited to any activity on the Premises that directly or indirectly produces unlawful amounts or levels of chemical, biological or electromagnetic radiation, air pollution (gasses. particulate matter, odors. fumes. smoke or dust), water pollution, noise, glare. heat emissions, radioactivity, electronic or radio interference with navigation and communication facilities for the operation of the Airport and its use by aircraft, trash or refuse accumulation, vibration, prop-wash, or jet blast,or which is hazardous or dangerous by reason or risk of explosion, fire, or harmful emissions. D. Based Aircraft Report. Tenant shall furnish to the Authority, within seven (7) days upon the Authority's written request from time to time, a report of all aircraft located on the Premises. Such report shall include. at a minimum, the following items: aircraft type, make. model, registration number and any other information as may reasonably be requested by the Authority's Airports Manager. 18. FLAMMABLE MATERIALS. Flammable or explosive gases, liquids or solids shall not he allowed, kept or used on the Premises except that aviation fuel may be stored in the internal fuel tanks in Tenant's aircraft or other transportation related equipment, in which event any such substances shall be delivered in amounts, and stored and used, as approved by Authority in accordance with the rules of the Florida Inspection and Rating Bureau and all other applicable statutes, guidelines, ordinances, Rules and Regulations in force and effect during the term of this Lease. 19. WASTE,REPAIR, MAINTENANCE AND CLEANLINESS OF PREMISES. Tenant understands and agrees that good maintenance is its leasehold obligation, and that the maintenance obligation under this Lease is fully net, including but not limited to the following: A. Waste. Tenant shall not commit, nor suffer to be committed, any waste or contamination on the Premises, including physical damage to the Premises, either negligent, intentional, or fail to repair and maintain the Premises. - 13 - 16G1 B. Repair and Maintenance, Throughout the Lease Term. Tenant shall keep and maintain, at its own cost and expense, the Premises and any improvements, fixtures, equipment, or landscaping thereon, in good order and repair, as determined by the Authority. Subject to the terms and conditions of Section 14 herein, Tenant shall make all necessary repairs thereto, including, without limitation, all structural and non-structural repairs, including repairs to building interior, building exterior, paving. site improvements, fixtures. facilities and equipment, and shall replace all broken glass with glass of the same size and quality as that broken. All painted exterior surfaces and surfaces requiring treatment of any kind must be maintained in good condition and must be repainted or treated when reasonably required to preserve the structure and to maintain high standards of appearance at the Airport. All maintenance, repairs, and replacements must be o1'a quality substantially equal to the original materials and workmanship. Any changes in exterior paint colors are subject to prior \tiritten approval of the Airports Manager. C, Repair upon Notice of Authority. In addition to Tenant's obligations under Section 11.E. of this Lease, within ninety (90) days of written notice by the Authority to the Tenant, Tenant must perform reasonable repair and maintenance as directed by the Authority. D. Failure to Repair or Maintain. In the event Tenant fails to promptly undertake and satisfy the obligations imposed herein within ninety (90) days of written notice by the Authority to the Tenant, the Authority. in addition to the other remedies provided herein. shall have the right to enter on to the Premises and effect such repairs and recover one hundred ten percent (1 10%) of its costs and expenses from Tenant. If Tenant fails to reimburse the Authority for that amount plus interest, within thirty (30)days of written demand, Tenant's failure to reimburse Authority shall constitute a default under this Lease. E. Clean, Safe and Sanitary. Tenant shall keep the Premises and the immediately adjacent property improvements in a clean. safe and sanitary condition according to all applicable governmental statutes, ordinances, guidelines, rules and regulations, Authority's Rules and Regulations, and the direction of duly authorized public officers during the Lease Term, all at Tenant's cost and expense. Tenant is responsible for removing all garbage. debris, contaminants and other waste material (solid or liquid)arising out of Tenant's occupancy of the Premises or its operations. F. Solicl„Waste. Tenant further agrees to contract with a franchised solid waste hauler to dispose of solid waste. Tenant shall he responsible for its own trash removal, dumpster maintenance, and construction debris removal at all times during the term of this Lease. Any garbage, debris, or waste that may be temporarily stored in the open must be kept in suitable garbage or waste receptacles equipped with tight fitting covers. If the Authority removes or causes to be removed any waste from the Premises after Tenant's failure to remove the same, Tenant agrees to reimburse Authority at one hundred ten percent(1 10%)of the cost of removal. G. Liquid Waste. Tenant shall provide, as necessary. a separate drainage, collection, or separation system to ensure that no untreated liquid waste from any type of operation be discharged directly on adjacent property or into the Airport's storm drainage or sanitary system, including petroleum products,solvents, aircraft cleaning residue and oil change operations. H. Vehicles. Tenant. its employees. subtenants, or customers, shall not keep unlicensed or inoperable vehicles on any portion of the Airport, including the Premises. Operable but unlicensed vehicles necessary to Tenant's aviation-related activities as allowed under this Lease are permitted. - 14 - 1 6G1 Damage Caused. Tenant agrees to immediately report to the Authority any damage Tenant, its tenants, customers, visitors, agents, contractors or employees cause to the runways, taxiways, taxi lanes, roads, rights-of-way and driveways to and from the Premises that it uses in common with other Airport users. Tenant shall reimburse the Authority for the full cost of repairs to these common areas caused by the Tenant or those using the Airport by or through Tenant. i. Sewer Service. The Tenant shall pay the expense of providing sewer service to the Premises and shall connect its improvements to the sewer main. Tenant shall pay all costs of connecting its improvements to the sewer including the installation of the lateral pipes, the hook-up fee and monthly charges as billed by the Collier County Water and Sewer District, immokalee Water and Sewer District,the Authority or any other agency or special district providing sewer service to the Tenant. K. Fence. If required by the construction plans. Tenant shall erect and, at all times during the term of this Lease, maintain an FAA-recommended fence as part of the Airport perimeter fence Iine. The Tenant's portion of the fence line shall be specified and approved by the Authority. The Tenant's portion of the fence shall be constructed and maintained at Tenant's sole cost and expense and shall he turned over to the Authority upon completion of construction. 20. STORM WATER DISCHARGE Tenant assures that no contaminants, pollution or hazardous material of any type will be discharged onto adjacent property or into the storm water system at the Airport and agrees to be held responsible for any discharge either by Tenant or by any of Tenant's subtenants, agents, or employees. during the entire Lease Term. Any fine or expense for remedial action required by the Authority, by any agency or agencies having jurisdiction, as a result of actions on or discharges from the Premises, will be charged to Tenant. and Tenant shall immediately reimburse Authority for these costs, including attorneys' fees. 21. SECURITY The Authority is under no obligation to provide security to the Premises. Tenant may, at Tenant's sole expense, employ security personnel, install security lighting, or maintain alarm systems. If Tenant elects to install outdoor lighting. Tenant must request permission from the Authority prior to installation. Security requirements are imposed on the Airport by the FAA, Transportation Security Administration ("TSA") and other agencies having jurisdiction over the Airport. Tenant covenants and agrees to comply with all such security requirements,at Tenant's sole expense. In the event the Authority is fined or penalized by the FAA, TSA or any other agency for a security violation caused by the negligence or omission of the Tenant, or any of Tenant's subtenants, Tenant shall immediately reimburse the Authority in full for all such fine or penalties. Tenant acknowledges and agrees that the Authority may (in the sole discretion of the Authority's Airports Manager), at the Authority's sole expense, install and remove from time to time its own security equipment and improvements (including, without limitation, cameras, gates, lighting and alarms)on or about the Premises and improvements located thereon. - 15 - 1 G 22. UTILITY SERVICES,TAXES AND FEES A. Utilities. Tenant shall pay for all utilities with respect to the Premises or the occupancy thereof, including without limitation, all costs of electric. water, sewer, trash pick-up, refuse removal, telephone. interest and other services. Tenant shall have the privilege, at its expense, to access the water, storm water management, electrical. and phone utility service facilities during the term of this Lease. Should Tenant's operations require additional service facilities, Tenant shall, at its expense, extend such facilities to the Premises and pay the cost for all labor and materials. Nothing herein shall obligate Authority to provide any utility to Tenant that is not presently available to the Premises. B. Taxes and Fees. Tenant shall pay when due all valid taxes, special assessments, excises, license fees and permit fees of whatever nature applicable to its operation or levied or assessed against the Premises, or improvements thereto. Tenant shall obtain and keep current all licenses, permits and certificates (City, County. State and Federal) required for the conduct of'its activities at and upon the Airport and Premises. If at any time during this Lease. the Premises, leasehold interest, or rental payments become subject to any federal. state or local property, sales. excise or other tax. Tenant agrees to assume the payment of such taxes and, if-applicable, to include such payments with the rental payments required hereunder; provided, however, that Tenant shall in no circumstances by obligated to pay any taxes based on the net income of Authority. Tenant further agrees not to permit any such taxes, excise, or license fees to become delinquent. 23. SIGNS. Tenant agrees that it will not allow any signs. cards or placards to be posted or placed on the Premises except signs acceptable to the Authority. All signs shall he approved by the Authority in advance, and shall conform with all Collier County ordinances, and shall not extend above or beyond the walls and roofs of the buildings constructed on the Premises. Upon expiration of this Lease. Tenant shall remove all signs at the direction of Authority. 24. ASSIGNMENT, SUBLEASE AND ENCUMBRANCE. A. Notice to the Authority. Should the Tenant intend to assign this Lease, sublet the Premises or a portion thereof, encumber or otherwise transfer its interest in this Lease. the Premises, or in any improvements thereon, or allow any other persons or entities (except Tenant's authorized representatives) to occupy or use all or any part of the Premises, it shall first provide thirty (30) days written notice and request for consent for such alienation to the Authority prior to the date intended for the assignment of this Lease. sublease, encumbrance, transfer, occupancy or use. Any such assignment, sublease, encumbrance, transfer. occupancy or use shall not be permitted without the Authority's prior written consent; provided, however, that adequate security and guarantees of the obligations under this Lease, as deemed appropriate in the sole and absolute discretion of the Authority, are provided, executed and delivered. Further, the Authority may condition its consent upon an increase in the Lease rental rate and may require any other requirements, conditions or covenants before consenting to any such assignment, sublease, encumbrance, transfer, occupancy or use. Any assignment of this Lease, sublease, encumbrance, transfer, occupancy or use by Tenant is voidable and. at the Authority's election, constitutes a default of this Lease if not accomplished in accordance with this Section. Further, the consent by the Authority to any assignment of this Lease. sublease, encumbrance, transfer, occupancy or use does not constitute a further waiver of the provisions under this Lease. The Authority shall have the absolute right to review all sublease agreements. which shall incorporate and include the Airport Lease Manual and all Authority policies,. rules and regulations, and all the same conditions that Tenant owes to the Authority in this Lease. - 16 - I GI On an annual basis commencing upon the Effective Date of this Lease and to be updated as new subtenants take occupancy in the hangars constructed by Tenant, the Tenant shall provide the Airports Manager with a listing of all Tenant's subtenants, including all contact information (names, addresses, telephone numbers) along with a based aircraft report; which information the Authority shall control and utilize for purposes of site access, emergencies and such other similar needs. B. Grant of Right of First Refusal to the Authority: Notwithstanding the foregoing, in the event Tenant intends to assign this Lease, sublet the Premises or a portion thereof; or otherwise transfer its interest in this Lease. the Premises or in any improvements thereon, Tenant shall first offer to assign, sublet,or transfer such interest to the Authority under the same terms and conditions offered to the proposed assignee, subtenant, or transferee, in writing, sixty (60) days prior to the date intended for such assignment, sublease, or transfer. The Authority shall have forty-five (45) days from receipt of the aforementioned written offer from Tenant within which to exercise its right of first refusal, in writing, or it shall be deemed to have been waived by the Authority. Failure of Tenant to comply with the foregoing shall be deemed a default under Section 24 of this Lease. C. Exception: The subleasing of storage space to aircraft owners or operators for the storage of their aircraft on the Premises and/or the subleasing of office space on the Premises shall not be subject to the sixty (60) day written notice and request for consent requirement referenced herein: provided, however, all subleases for the storage of aircraft or office space are subject to the review and prior written approval by the Airports Manager of the Authority (and such approval may be conditioned upon such requirements, conditions or covenants as deemed appropriate in the sole and absolute discretion of the Authority's Airports Manager). Subleases for the storage of aircraft or office space for a term in excess of the authority of the Airports Manager of the Authority are subject to the review and additional prior approval of the Authority (and such approval may be conditioned upon such requirements, conditions or covenants as deemed appropriate in the sole and absolute discretion of the Authority). D. Contents of Request for Consent. Tenant's request to Authority for consent to any proposed assignment, sublease. encumbrance. transfer, occupancy or use shall include the following information and documents: (I) The name and address of the proposed assignee, subtenant, mortgagee/lender/lienholder, transferee occupant or user; (2) The nature of the proposed assignee's, subtenant's, mortgagee/lender/lienholder's, transferee's, occupant's or user's business to be carried out on the Premises: (3) Each of the terms and provisions of the proposed assignment, sublease. encumbrance, transfer, occupancy or use, including without limitation, the full consideration for the assignment, sublease, encumbrance, transfer, occupancy or use: and (4) Such other information and documentation as deemed appropriate in the sole and absolute discretion of the Airports Manager of the Authority. 4 . Assignment of Rent Due. Tenant has the right to assign, sublease or transfer, or - 17 - 4N ^� � �� G � allow others \ooccupy or use, Portions oythe P,en iSCa Subject to the terms and conditions o[dbb Lease. If Tenant, or any assignee, subtertaill or transferee ofTenant (or any occupant or user of any portion of the Prrnoiao$, is in dc[uu}t or otherwise vio|urcy any iccnis or conditions of this Lcuoc. and fails {o ourc the default nrviolation within tell (|O) days of'receiving written on\icc 8nm the Authority. Tenant and such assignee, suNuuuot or truno[rrco (o/ 0000puni or user) immediately and irrevocably assigns to the Authnhty, as uwooh?y for the obligations undcr this Lease, all rent hnm any nsuiAnmuuL aob)uUing or transfer (or occupancy nr use) o[all or part o[file Premises. The Authority, uaassignee for Tenant, oru receiver for Tenant appointed on Aothoh1y`x application, may collect the rent and apply it 1uvvu,d Tenant's obligations under this Lease. F. AssiennicritRc|ic ni Upon n valid assignment oy this Lease approved in writing by the &uthor}ty' hu� not upon o ooh|cusc, encumbrance ur other transfer. thcTcnun| may, at the en|e discretion and written consent of the Au,h"ri(y. be pc|icwcd of all obligations and Uobi|bicx arising from this Lease effective uvof\hc date n[Such assignment. G. Assignment bvAuthority. Authority may assign. hypothecate. mortgage, pledge or otherwise cnuumhcr is interest in this Lease and may employ outside management nmn/icco fbr |cosc administration tn the extent allowable by law. 25. INDEMNIFICATION AND DEFENSE. TO the maximum extent permitted by Florida |un'. Tcnun1oovcnan/o and agrees to save and hold hunn)cxxand indemnifv the Collier Couritv Board Of'COUnty Commissioners, the ALIthOrity and the Authority's past and present commissioners. directors, mxnugen, emp|oyeoo, agents. iusuors, attorneys, oupmaon(atives, muoucsuom. and asoigno, in hnUh their individual and representative capacities, of, from and aBuiog any and all |iuN|i\icx' |ossc» dumugex, costs. czp*no*n, causes of' action. suby, penalties, o|uimo, demands, and judgments of every kind and nmgum, including, without limitation, attorneys' fees and expenses of defense(through all appeals), arising out of or in connection with: A. any mc\` cnnr or omission of Tenant or Tenant's peraonno|, employees, subteriants, agents. suppliers. subcontractors, licensees, invitees or trespassers; B. the performance uf this Lease: C. the failure to fulfill any obligations o[Teoun/ undcrthio Lease;and D. tile use and poxacsukm of the Premises. The Authority shall select its own ouuusc| and Tenant yhu|| mirnborscthe Authority for all reasonable utiorncys' reev and costs. The indemnification obligations undcr this Section xhu|| xurvivu the Lease tenninaiion. This Section nho|| also pertain to any claims brought against the Collier County Board of County Commissioners, the Authority and the Authority's past and present commissioners. officers, emp|nyeon, agents, inoon:m, attorneys, representatives, Succcxsoro, and assigns, in hu1h their inJ[ridvu\ and representative cupocidcu. by Tenant'. any of Tenant's pemmnnd, cmp)oycom` ageoty, xupp|{cm, subcontractors. licensees, invitees or trespassers and anyone claiming by or through Tenant. Tenant's obligations under this Section shall not be limited in any way by Tenant's limits of. or lack Of. nuB5cien( insurance protection. - l8 - 16G1 26. INSURANCE REQUIREMENTS. A. Insurance Coverage. (i) Property Insurance - Tenant agrees to secure and maintain in force at its expense, a property insurance policy to include "Special Form" coverage, including Windstorm, Flood, Vandalism, and Malicious Mischief covering the Premises Building and Real Property and all improvements thereon and Personal Property/Contents thereof for full replacement value. If Flood Insurance is not available within the Property coverage, and the Improvements on the Premises are located within a Special Flood Hazard Area, then coverage shall he purchased from the National Flood Insurance Program (NFIP). Tenant is responsible for any deductibles. (2) General Liability Insurance - Tenant agrees to secure and maintain general liability insurance and/or aviation liability insurance covering Tenant's activities, its use of the Premises, its operations at and use of the hangar including any aircraft stored on the Premises and or on any other part of the Airport, including liability under the indemnities required herein. The General Liability insurance policy shall have coverage limitations providing no less than $1,000,000 per occurrence/$2,000,000 aggregate. Coverage will extend to any vehicles or equipment that are not licensed for road use. Tenant is responsible for any deductibles. See Exhibit "D," attached. (3) Automobile Liability Insurance — If Tenant's operations utilize road- licensed vehicles located on the Airport, all such vehicles shall be insured for a minimum of$1,000,000 per occurrence. (4) Builder's Risk Insurance — At all times during the construction of'any improvements on the Premises, Tenant agrees to secure and maintain builder's risk insurance covering contractor's labor, materials and equipment to be used for completion of the work performed against all risks of direct physical loss, excluding earthquake and flood, for an amount equal to the full cost of the improvements. Tenant is responsible for any deductibles. B. Changes in Policy. Tenant shall provide Authority with notice of any proposed change to any insurance coverage. The Authority maintains the right to reject a proposed change in Tenant's insurance coverage or insurer, and in the event of a policy cancellation, the Tenant is required to obtain satisfactory successor insurance without lapse. If such provision is not available on the insurance policies, Tenant is required to notify Authority thirty (30) days prior to the policy cancellation, non- renewal or material change in coverage. C. Evidence of insurance. Tenant shall secure and deliver annually to Authority appropriate insurance certificates showing evidence of coverage as required hereunder. Tenant shall file with the Authority a duly executed original certificate of insurance evidencing that the insurance required by this Lease is extended. Authority has the right to request copies of any policies required under this Section. D. Form of Policies. All policies of insurance required under this Section must be in a standard form and written by qualified insurance companies satisfactory to the Authority. Insurance carriers must maintain throughout the term of this contract an AM Best rating of A- VII or better. All provisions set forth herein must he verified on the required Evidence/Certificates of'Insurance. - 19 - 16G1 (i) Certificate Holder, Additional Insured, and Loss Payee shall he listed as: "Collier County Airport Authority," at its address, 2005 Mainsail Drive. Suite 1, Naples, Florida 34114. (2) All insurance policies shall contain a clause or endorsement by which the insurance carrier waives all rights of subrogation against Authority, except where the Authority or its agents are liable for a specific act of gross negligence. Evidence of the Waiver of Subrogation shall appear on the Evidence/Certificate of Insurance. (3) General/Aviation Liability policy(ies) shall name the "Collier County Airport Authority," as an additional insured. Evidence of that provision shall appear on the Evidence/Certificate of Insurance. (4) Property policy(ies) shall name the "Collier County Airport Authority," as Loss Payee for its interest in the Premises. Evidence of that provision shall appear on the Evidence of Property Insurance form or similar Certificate of Insurance. (5) All insurance policies shall provide that the Authority be given thirty (30) days prior written notice of cancellation, non-renewal or material change in coverage or AM Best rating. Such provision shall appear on the Evidence/Certificate of Insurance. If such provision is not available on the insurance policies, Tenant is responsible to notify Authority thirty (30) days prior to policy cancellation, non-renewal or material change in coverage. (6) All of Tenant's required insurance policies shall he primary and non- contributory insurance to the Authority's. Such provision shall appear on the Evidence/Certificate of insurance. (7) The Authority does not represent that the types or amounts of insurance required herein are sufficient or adequate to protect 'Tenant's interests or liability but arc only minimum requirements. Authority reserves the right to require any other reasonable insurance coverage which the Authority deems necessary depending upon the risk of loss and exposure to liability, E. Notice. Tenant shall give the Authority prompt and timely written notice of any claim made or suit instituted of which Tenant is aware that in any way directly. indirectly, contingently" or otherwise affects or might affect the Authority, and the Authority shall have the right to participate in the defense of the claim to the extent of its interest. F. Lapse of Insurance Coverage. if Tenant shall fail to maintain insurance coverage as required, then the Authority may, but is not obligated to, obtain same and add the cost of such insurance to next due lease rental payment. lithe Authority does so, it may charge interest thereon at the rate of 18.0 % per annum. or at the maximum interest rate permitted by law in the State of Florida, whichever is greater, provided, however, that this provision shall not be construed to create an obligation for Tenant to pay a usurious rate of interest to the Authority, from the time of payment, which shall be added to the rental becoming due, and shall be collected as an additional charge. G. The Authority reserves the right in its sole reasonable discretion to increase or otherwise modify on an annual basis throughout the term of this Lease all the Tenant's insurance requirements hereunder, including, without limitation, the types and form of insurance coverage required and the minimum amounts of each such required insurance coverage. The Authority will provide not less than thirty (30) days prior written notice to Tenant of any modifications to the insurance requirements hereunder. - 20 - i1 27. ACCESS TO PREMISES. Tenant agrees to allow the Airports Manager. and other duly authorized representative or agents of the Authority, access at all reasonable times to the Premises to examine or inspect the Premises. Upon the expiration or termination of this Lease for any reason, Tenant shall vacate the Premises and deliver immediate possession of the Premises to the Authority. 28, SURRENiDER DAMAGES. A. Personal Property. Upon termination or expiration of this Lease, provided all amounts due to Authority have been paid, Tenant shall have the right and responsibility to remove all its personal property exclusive of fixtures that it has maintained on the Premises, which removal shall be accomplished no later than the termination or expiration date of this Lease. Electrical and plumbing facilities, air condit►oners and other permanently installed fixtures shall not be considered personal property. Tenant agrees to repair any damage occasioned by the removal of its personal property or damage caused by Tenant's occupancy. If Tenant fails to remove its personal property or to repair any damage done to the Premises by the expiration or termination date, the Authority reserves the right to remove and dispose of all such personal property abandoned, and to make any necessary repairs to restore the Premises,at Tenant's expense. B. Title to Improvements. Tenant acknowledges that at the expiration, cancellation, or other earlier termination of this Lease. all buildings and improvements on the Premises become the property of the Authority, free and clear of all liability and encumbrances, and any further occupancy by the Tenant will he based on that ownership principle. Tenant further acknowledges that the Authority may choose to use the Premises for its own purposes and elect not to re-lease the Premises to any other party. C. Failure to Surrender Premises. if Tenant fails to surrender the Premises to the Authority on expiration, or after termination or cancellation of this Lease as required by this Section, Tenant shall defend, indemnify,and hold Authority harmless from all claims, liability, costs, and damages resulting from Tenant's failure to surrender the Premises, including without limitation, claims made by a succeeding tenant or subtenant. The duty to defend hereunder is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Tenant, Authority and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Tenant. Tenant's obligation to indemnify and defend hereunder will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the Authority or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 29. DEFAULT. Each of the following shall constitute an event of default on the part of Tenant under this Lease: A. Nonpayment. Failure of Tenant to pay when due any installment of the lease rental payment hereunder or interest on a late lease rental payment, or failure of Tenant to pay when due any taxes, fees. fines, charges, special assessments or other amounts due under this Lease, if such failure continues and is not fully cured within ten (I 0)days after written notification to Tenant of such failure; 21 I6G1 B. Cross-Default. The breach of any other agreement, license, contract or permit between Tenant (or any officer. director, shareholder or principal of Tenant)and the Authority; C. Other Obligations. Failure of Tenant to perform any non-monetary obligation, agreement or covenant under this Lease, if such failure continues and is not fully cured within thirty (30) days after written notification to Tenant of such failure; D. Violation of Law. The violation by Tenant of any local. State or federal aviation law, order. statute. ordinance (including any resolution of the Authority), if such violation continues and is not fully cured within ten (1 0)days after written notification to Tenant of such violation; E. Violation of Rules and Regulations. An infraction or violation of the Authority's Lease Manual or Rules and Regulations having continued beyond the cure period set out in the written notice by the Authority to the Tenant of such infraction or violation. The permissible cure period shall be determined by the Authority in its sole absolute discretion on a case by case basis, depending on the seriousness of the infraction or violation. F. Bankruptcy. The filing of any voluntary petition in bankruptcy by Tenant, or the filing of any involuntary petition by Tenant's creditors, which remains undischarged for a period of thirty (30) days. In the event that under applicable law the trustee in bankruptcy or Tenant has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, in such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant hereunder outstanding as of the date of the affirmance of this Lease and provide to Authority such adequate assurances as may be necessary to ensure Authority of the continued performance of all of Tenant's obligations under this Lease (and, further, the Authority shall receive all the protections available to creditors under the United States Bankruptcy Code including, but not limited to, Section 365 thereof, as amended from time to time); G. Receivership. The appointment of a receiver to take possession of'substantially all the Tenant's assets or the Premises, if such receivership remains undissolved for a period of one hundred eighty(180) days after creation thereof; 1I. Attachment. The attachment, execution or other judicial seizure of this Lease or all or a part of Tenant's assets located at the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten(10) days after the levy thereof; 1. Insolvency. The admission by Tenant in writing of its inability to pay its debts as they become due,the filing by Tenant of a petition seeking any reorganization, arrangement, composition, readjustment, liquidation. dissolution or similar relief under any present or future statute, law or regulation, the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding or, if within thirty (30) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed; and .t. Pollutants. Any release by Tenant of pollutants, contaminants or hazardous materials on or from the Premises. - 22 - 16G1 30. AUTHORITY'S REMED)IES The following shall constitute the Authority's remedies upon the occurrence of any event of default set forth in Section 29 herein (provided, however, the following remedies are not exclusive; they are cumulative and in addition to any other remedies now or hereafter allowed by law or equity): A. Termination. if an event of default under this Lease occurs, the Authority shall have the absolute right, with or without notice or demand, to immediately terminate this Lease and recover possession of the Premises or any part thereof and expel and remove therefrom Tenant and any other person occupying the Premises, by any lawful means, and again repossess and occupy the Premises without prejudice to any of the remedies that Authority may have under this Lease, or at law or equity by reason of Tenant's default or of such termination: B. Continuation After Default. Even if Tenant has breached this I.,ease and/or abandoned the Premises, at Authority's option, this Lease may continue in effect, and Authority may enforce all of its rights and remedies under this Lease, including, without limitation, the right to recover lease rental as it becomes due hereunder; and the Authority, without terminating this Lease. may exercise all of the rights and remedies of a landlord under the laws of the State of Florida. Acts of maintenance or preservation, efforts to lease the Premises. or the appointment of receiver upon application of the Authority to protect Authority's interest under this Lease shall not constitute an election to terminate Tenant's right to possession. C. Damages Upon Termination, Should the Authority terminate Tenant's right to possession or terminate this Lease, the Authority shall have all the rights and remedies of a landlord in addition to governmental police power, all as provided by the laws of the State of Florida. At its option.. the Authority may recover possession of the Premises and lease it to another tenant, reimburse itself for any expenses, and apply whatever net rent is derived from this transaction in reduction of the amounts due the Authority from Tenant in rents and other charges. Such re-leasing activity will be at the Authority's option, and the Authority has no duty to exercise this option, but if the Authority does, such activity will not waive or release Tenant from its obligation to pay lease rental under this Lease. Upon termination of Tenant's right to possession or of this Lease, in addition to any other rights and remedies to which the Authority may be entitled under applicable law, Authority shall be entitled to recover from Tenant: (1) the amount at the time of award of the unpaid rental amount and other amounts which had accrued at the time of termination; (2) an amount equal to the amount by which the unpaid rental amount that would have been earned after termination until the time of award exceeds the amount of such rent loss that the Tenant proves could have been reasonably avoided; (3) the worth at the time of award of the amount by which the total unpaid rent for the balance of the term of this Lease after the time of award exceeds the amount of such rent loss that the Tenant proves could be reasonably avoided: and (4) any other amount necessary to compensate the Authority for all the economic losses proximately or consequentially caused to the Authority by Tenant's failure to perform its obligations under this Lease. - 23 - 1 G1 The amounts referred to in (1) and (2) shall be computed with interest at the rate of eighteen percent (18%) per annum or the maximum interest rate permitted by law in the State of Florida, whichever is greater, provided, however, that this provision shall not be construed to create an obligation for Tenant to pay a usurious rate of interest to the Authority. The amount referred to in (3) shall be computed by reference to competent appraisal evidence of the formula prescribed by and using the lowest discount rate permitted under applicable law. 31. DESTRUCTION AND RESTORATION OF PREMISES. In the event that the Premises or the improvements located thereon shall be destroyed in whole or in part by fire, hurricane, flood or other casualty, then the following will apply: A. if the Premises are partially destroyed and the damage does not exceed fifty percent (50%) of the value of the structure and improvements, the Premises shall be rebuilt utilizing insurance proceeds, and the lease rental payment described in Section 5 shall abate during the period of reconstruction but in no event in excess of six(6)months from the date of the partial destruction; and B. if the damage to the Premises exceeds fifty percent (50%), the Tenant shall have the option to rebuild an equivalent structure using the insurance proceeds to pay for the reconstruction cost. If the Tenant elects to rebuild, it is obligated to commence construction within six (6) months from the date of the destruction and to complete construction within eighteen (18) months after the date of destruction. The lease rental shall abate during the period of reconstruction but in no event shall abate in excess of six (6) months from the date of commencement of reconstruction, or Tenant will have the option to terminate this Lease in which case Authority will retain the insurance proceeds as liquidated damages. In any event, Tenant shall comply with the requirements of Sections 12, 13 and 14 above. 32. AIRPORT DEVELOPMENT. Tenant agrees that Authority may develop or improve the facilities at the Airport as it deems advisable, regardless of the interests of the Tenant. and without interference or hindrance from Tenant. 33. ATTORNEYS' FEES. The prevailing party shall recover the attorneys' fees and costs incurred to enforce any provision of this Lease including all costs of collection. Attorneys' costs and expenses recoverable shall include all out of pocket expenses and shall not be limited by the Florida Statewide Uniform Guidelines for Taxation of Costs in Civil Actions. 34. RIGHT OF FLIGHT OPERATIONS. Tenant acknowledges and agrees that the Authority reserves for itself, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Premises, together with the right to cause in the airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation of or flight in the airspace, and for use of the airspace for landing on, taking off from, maneuvering, or operating on the Airport. Tenant's use and enjoyment of the Premises is subject to such noise and such other disturbance as may be inherent in such operations. - 24 - �� 35. AIRCRAFT } AZARDS. A. Self-Hdp by Authority. Tenant acknowledges and agrees that \h* Authority reserves the right 0o take any action it considers necessary to pn»icui |hcucriu| opprouohcno[1hc Airport against nhsUoohno. together with the right to prevent Tenant hnm crcodn&, or pcnnkhng to be cnz\cd, ally building or other a(roomm nn or uJiuocn| to the Airport which, in the opinion of the Authority, vno|d limit the uscfu|ocnaoDh* Airport nr Constitute u hazard to aircraft. B. Navigational Aids. The Authority ocscrvca the right during the [.cuso Term, any renewal thereof, or any cx(cnsion, to install air navigational aids inc|uding lighting. in. Under and across thc Prem(ses, at the /\uthnrih/`s expense. The Authority agrees to give Tenant no less than ninety, (90) days' notice ofits intention to install the air navigational aids. 36. OBSTRUCTIONS. Tenant expressly agrees for itsc|C its suuoeayom and uaoignm, to restrict |ho hoight of structures. objects of natural gnv/|h and other obstructions on \hc Premises to such height as to comply with Federal Aviation Regulations, Part 77. 37. COP4DEMN&Tl()N. A. Lcu�g.Tc!lninuhun. If. a1any hmwdohng the term of this Lcom:, tile Authority's possession o, rights are tcnnhnu(c6, or |he entire or aubutondu|)y all of the Premises *huU be taken in condemnation proceedings or by ally right u[cnuiocn\ domain. (hen this Lease shall (coniuutc and expire no the date o[such ovcui and <he |euxc rental and other charges payable hereunder shall be apportioned and paid tn the date o[such event. For purposes o[this Section. "substantially all of\he Premises" oboU he de*mcd to have been taken if tile remaining portion of property cannot he practically and economically used or converted for use hy Tenant for the Purpose permitted bv this Lease. 13. Cmnyonouhou. Nothing hcocin mhuU waive any right that Authority or Tcnun/ muyhuveounourningunyhh\o0obccompcoxuod [nrthouppnopria\ionor(okingofpropertyorrichmbv condemnation. 38^ NONDISCRIMINATION The Tenant, for itsc|[ its officers. xuoccnyno in interest. and uxaigoy, as x part of the consideration hereof, does hereby covenant and agree that in the event the improvements oil tile Premises are operated for o purpose flor which o Department of Transportation ("DOT") program or activity is extended or for another purpose involving the provision o[similar services or hcocOtm, thc Tenant shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant \o49CFN Part 2\. Nondiscrimination in Fedenu||y'uusisted Programs of"thc DOT. and as those regulations may beamended. The Tenant for itsc|t its o[Goco, u000esmn,u in interest, and assigns, as part.o[the consideration hereof, does hereby covenant and agree that: A. oo person nncondition of race, color, or national origin, xhu|\ hc excluded from participation in, denied the benefits of, or be otherwise soNcotcd to discrimination in Ulc use of tile Premises. ' 25 ' 16G1 B. in the construction or alteration of any improvements on or over the Premises and the furnishing of services thereon, no person on the grounds of race, color, or national origin, shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, C. the Tenant shall use the Premises in compliance with all other requirements imposed by or pursuant to 49 CFR Part 21, Nondiscrimination in Federally-assisted Programs of the DOT, and as those regulations may be amended. 39. GOVERNING LAW. This Lease shall he governed by and interpreted according to the laws of the State of Florida. Any litigation involving this Lease. or the use and occupancy of the Premises, shall be filed and litigated in Collier County, Florida, in a non jury proceeding. Tenant hereby waives and releases any right it has or may have to a trial by jury of any issue. 40. BINDING EFFECT. This Lease shall he binding upon and inure to the benefit of the Parties hereto and their successors and such assigns as may he approved by the Authority. This reference does not authorize an assignment or subletting by Tenant that is inconsistent with the restrictions on assignments and subletting, stated heretofore. 41. REMEDIES CUMULATIVE NO WAIVER. A. Cumulative Rights. The rights and remedies granted to Authority hereunder shall be deemed to he cumulative and non-exclusive. The failure by Authority at any time to assert any such right or remedy shall not be deemed to he a waiver and shall not preclude the entitlement to or the assertion of such right or remedy at a later date. 13. Acceptance of Partial Payments. The Authority may, at its exclusive option, accept partial or late lease rental payments from Tenant, without waiving any rights concerning collection of the full amount due. and without waiving the Tenant's default for non-payment. Authority may simultaneously accept partial payments due hereunder and still proceed to dispossess Tenant and/or terminate this Lease or its right to occupy the Premises. Nothing in this provision shall excuse Tenant from making timely payments as they are due. 42. NOTICE TO PARTIES. it is understood and agreed between the Parties hereto that written notice, mailed by certified mail, return receipt requested, or hand delivered to Authority or Tenant or Tenant's agent shall constitute proper and sufficient notice if sent to the places designated in Section 1 or at such other address as either party may designate to the other by notice in writing. 43, SEVERABILITY. In the event any provision of this Lease is determined by a proper judicial authority to be unenforceable, such provision shall be considered separate and severable from the remaining provision of this Lease, which shall remain in force and be binding as though such unenforceable provision had not been included, unless the Authority in the reasonable exercise of its discretion determines that the - 26 - 16G1 provision found to be unenforceable goes to the essence of the Lease and its absence renders the Lease defective, then this Lease shall terminate and be of no further force or effect. 44. ENTIRE AGREEMENT. This Lease constitutes the entire agreement between the Parties hereto, supersedes all prior written or oral agreements or understandings, and may he modified only by a writing executed by the Parties hereto. 45. DOMINANT AGREEMENTS. Tenant hereby covenants and agrees that all of Tenant's rights and privileges under this Lease are subject and subordinate to any and all rights, liens, licenses, leases, tenancies, mortgages, uses, encumbrances and other restrictions which may now or hereafter bind the Authority or encumber the Airport (or any part of the Premises), and to all renewals. modifications and extensions thereof. Without limiting the generality of the foregoing, Tenant expressly understands and agrees that this Lease is subordinate and subject to the i,ease Manual, Rules and Regulations, and any and all lending, bonding or certificate of participation, and any and all agreements between the Authority and the FAA, State of Florida, Collier County or other governmental entity or agency, whether presently existing or hereinafter created. During times of war or national emergency, the Authority shall have the right to lease the landing area or any part thereof to the United States Government for military or naval or similar use, and, if such lease is executed, the provisions of this Lease insofar as they are inconsistent with the provisions of the lease to the United States Government, shall be suspended. Any executed lease, including this one, shall be subordinate to the provisions of any existing or future agreement between Authority and the United States, relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the Airport. `tenant hereby covenants and agrees to modify any of the terms and conditions of this Lease that may be determined to be in violation of existing or future laws, regulations, grant assurances or other requirements, in the event the Parties are unable to mutually agree to a reasonable modification of the terms and conditions of this Lease pursuant to this Section 45, the Authority may rescind this Lease by providing thirty(30)days written notice to Tenant. 46. RADON DISCLOSURE. Radon is naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and State guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may he obtained from the Collier County Public Health Unit. 47. HEADINGS. The Section headings are included in this Lease for reference purposes only and shall not be employed to interpret or to construe this Lease. 48. AUTHORIZATION. Each entity executing this Lease warrants and covenants that this Lease and its execution has been duly authorized and approved by its respective governing board or authorized agents. - 27 - • t 5G1 49. AMENDMENT. This Lease shall not be altered, changed, or amended except by instrument in writing executed by the Authority and the Tenant. 50, FAA REQUIRED CONTRACT PROVISIONS. A. Civil Rights - General, The Tenant and its transferee agree to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall. on the grounds of race, creed. color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision obligates the Tenant or its transferee for the period during which Federal assistance is extended to the Authority through the Airport improvement Program. in cases where Federal assistance provides, or is in the form of personal property: real property or interest therein: structures or improvements thereon, this provision obligates the party or any transferee for the longer of the following periods: (a) the period during which the property is used by the Authority or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits: or(b) the period during which the Authority or any transferee retains ownership or possession of the property. B. Civil Rights — Title VI Assurances - Compliance with Nondiscrimination Requirements. During the performance of this Lease. Tenant, for itself, its assignees, and successors in interest agrees as follows: (1) Compliance with Regulations: The Tenant (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may he amended from time to time. which are herein incorporated by reference and made a part of this contract. (2) Non-discrimination: The Tenant. with regard to the work performed by it during this Lease, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Tenant will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. (3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment: in all solicitations, either by competitive bidding, or negotiation made by the Tenant for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Tenant of the Tenant's obligations under this Lease and the Nondiscrimination Acts And Authorities on the grounds of race. color, or national origin. (4) Information and Reports: The Tenant will provide all information and reports required by the Acts, the Regulations. and directives issued pursuant thereto and will permit access to its books, records, accounts,other sources of information, and its facilities as may be determined by the Authority or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a Tenant is in the exclusive possession of another who fails or refuses to furnish the information, the Tenant will so - 28 - 16G1 certify to the Authority or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. (5) Sanctions for Noncompliance: In the event of Tenant's noncompliance with the Non-discrimination provisions of this Lease, the Authority will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: (a) withholding any payments to the Tenant under this Lease until the Tenant complies; and/or (b) cancelling,terminating, or suspending this Lease, in whole or in part. (6) Incorporation of Provisions: The Tenant will include the provisions of Subsections 50.B.(I) through (6) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Tenant will take action with respect to any subcontract or procurement as the Authority or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Tenant becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Tenant may request the Authority to enter into any litigation to protect the interests of the Authority. In addition, the Tenant may request the United States to enter into the litigation to protect the interests of the United States. C. Transfer, of RealPropert -, Acquired or Improved Under the Activity, Facility, or Program. (1) Tenant for its/his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree(as a covenant running with the land during the term of this Lease) that: (a) In the event facilities are constructed, maintained, or otherwise operated on the property described in this Lease for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, Tenant will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of. or be otherwise subjected to discrimination in the use of said facilities. (2) With respect to licenses, leases. permits, etc., in the event of breach of any of the above Nondiscrimination covenants, the Authority will have the right to terminate the licenses, leases, permits, etc. and this Lease and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the licenses, leases, permits, etc. and this Lease had never been made or issued. D. Construction/Use/Access to Real Property Acquired Under the Activity, Facility or Program. (1) Tenant for itself/himself/herself. its/h is/her heirs. personal representatives, successors in interest, and assigns. as a part of the consideration hereof, does hereby covenant and agree (as a covenant running with the land during the term of this Lease) that: (a) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. (b) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of.. or - 29 - | -- -- ! ^� � 6 G � | | otherwise be Subjected to discrimination. and (c) that Tenant Will use tile prcn ixox inoomp|6oncc With all other requirements imposed bv01-PL11-SLIant to tile List orNondhchmiration Acts And Authorities. (2) In the event of'breach of any of the above nondiscrimination covenants, the Authority will have the right \utcnniuu|c tile !iunuoco. |cmas, permits, etc. and this Lease and to enter or re-enter and repossess said land and the [uciUhcs thuncuu. and hold Ulc oumc as if the hccoocs, )eamcs, punniix, etc. and this Lease had never been made orisuucd� E. Title V| List uf Pertinent Nondiscrimination Acts and &uihoriiies., During the performance of this Lcoyc. Tcnun|, for itself successors usxigners, and suoocsoo in interest, agrees tocomply with the following nondiscrimination Statutes and authorities, including but not limited to: ^ 1ld: V| of the Civil Rights Act m[ lV64 (42 U.S.C. 8 2000d ct seq., 78 yta\. 252). (prohibits discrimination oil the basis oF race, color. national origin): ^ 49 CFR part 21 (Non'diuorminNiun In Fcdcm\ly-Assisted Programs of The Department ofTmnaportu ion--Sffeo uuiiou o[Title V| o[ThoCivi| Rights Act n[|964), " The QniR)nn Ru|uooiino Assistance and Rco| Property Acquisition Policies Act of 1970` (42 U.S.C. § 4601)' (prohibits unfair treatment of persons displaced or whose property has been acquired because uf Federal orFndem|'aid programs and projects); ^ Section 504o{tile Rehabilitation Act nf |973, (11A U.S.C. § 794 claeqj, ouamended, (prohibits discrimination oil (hc basis o[dimobUiiy)| and 4gCFR part 27: " The Age Disc rim ination Act of 1075. as amended. (42 U.S.C. § 6101 c( seq.), (prohibits discrimination nnthe basis o[uAc), ^ Airport and Airway Improvement Act o[ 1982, (44 USC 0 471` section 47i23). uu amended., (prohibits discrimination based oil race,creed, color, national origin. or sex); " The Civil Rights &csk/mhou Act o[ 1987, (PL 100'204), (Broadened the scope. coverage and applicability of Title V| of tile Civil Rights Act of 1984. Thm Age Discrimination Act of 1975 and m:chun 504 of the Rehabilitation Act of 1973. by expanding thc definition of the 0:nnx "programs or xcdvihcn- 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 U and |U of the Americans with Disabilities Act of 1900, which prohibit discrimination on the basis of disability in the operation o[ public unddxn, public and private transportation systems. places of*public accommodation. and certain testing entities (42 U.S.C. 06 12131 - 12189)as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38: " The Federal Aviation Administration's Non-discrimination go<u\c (4* U.S.[ � 47)2J)(prohibits discrimination oil the basis nf race, color, national origin, and sex), ^ 6uccu1ivc Order 12898^ Federal Ac1knm to Address Environmental Justice in Minority Populations and Low-income Populations, Which ensures non-discrimination against minority Populations 6v discouraging programs, policies, and activities with disproportionately high and adverse human hou|Lh or environmental effects on minority and low-income populations; " Cuuuuiivu Order 13166. Improving &oucso to Services for Persons with Limited English Proficiency. and resulting agency guidance. national origin discrimination includes discrimination because of limited English poorioieouy (LGP). To cxauru compliance with Title Yi you must take reasonable steps to ensure that LE9 persons have meaningful access to your programs (?O Fed. Kc8. at 74O87\o74)0O): and " Title 7){ of the Education Amendments oflu72, as amended. which prohibits You from discriminating because of sex in education progranis or activities (20 U.S.C. 1681 a1ocq). ' 3D - 6G F. Federal Fair Labor Standards Act, All contracts and subcontracts that result from this solicitation (including this Lease) incorporate by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay. recordkeeping, and child labor standards for lull and part time workers. Tenant has full responsibility to monitor compliance to the referenced statute or regulation. Tenant must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor—Wage and flour Division. G. Occupational Safety and Health Act. All contracts and subcontracts that result from this solicitation (including this Lease) incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. Tenant must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. Tenant retains full responsibility to monitor its compliance and their subcontractor's compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). Tenant must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor Occupational Safety and Health Administration. 51. FLORIDA PUBLIC RECORDS LAWS, A. IF TENANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO TENANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS LEASE, CONTACT THE AUTHORITY'S CUSTODIAN OF PUBLIC RECORDS AT: COLLIER COUNTY COMMUNICATIONS & CUSTOMER RELATIONS, 3299 TAMIAMI TRAIL EAST, SUITE 102, NAPLES, FL 34112; TELEPHONE: (239) 252-8999; EMAIL: PUBLICRECORDSREQUEST ?COLLIERCOUNTYFL.GOV, B. Tenant acknowledges and agrees that Tenant shall be required to comply with Florida's Public Records Laws, Chapter 119. Florida Statutes, Specifically, Tenant hereby covenants and agrees that it shall: (I) keep and maintain public records required by the Authority to perform the services under this Lease: (2) upon request from the Authority's custodian of public records, provide the Authority with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the term of this Lease and following completion of this Lease if Tenant does not transfer the records to the Authority; and (4) upon completion of this Lease. transfer, at no cost. to the Authority all public records in possession of Tenant or keep and maintain public records required by the Authority to perform the services under this Lease, if Tenant transfers all public records to the Authority upon completion of this Lease, Tenant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Tenant keeps and maintains public records - 31 - I 6 G 1 upon completion of this Lease, Tenant shall meet all applicable requirements for retaining public records. All records stored electronicall) must he pro‘ided to the Authority, upon request from the Authority's custodian of public records, in a fonnat that is compatiblewiththei I, i in technolog s‘stems of the Authority. IN 'WITNESS WHEREOF. the Parties have caused this Lease to he executed as of the Effecti‘c Date. ATTEST: AUTHORITY: CRYSTAL K. KINZEL. BOARD OF COUNTY COMMISSIONERS OE CLERKOrCOURTS & CONIP FROLI.I.;R COLLIER COUNTY. FLORIDA. SERVING AS "HIE COLLIE COI NT'y AIRPOR°F At II ::,,,,41k,,.,'"Inir:::,,,,L,.j, • ..:;,,, V i '-\10' --,•• .':, ,. -. 5%1 , - • '',;, : _ stet, ,_C., tizirtli C Ii• i. , p 1 t- - • • A ppro\ed as t Min and legalit),,.,,,, . , ....ow 4 4. Jeffrey A. Klatzkow. unt) Attorne\ \*i WITNESSES: TEANT: e4etce144/01-, Qe'rab GLOBAL 11.16111 TRAINING SOLI I TIONS, INC. 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Enn -,co 0 z nz co;:i il ru F.' IM. SX m rn ri rn rn t 0 .-g- rnzz. zzzz •••••i‘S z i co .f 4 't‘, 0;***** **I.....ir,'• (.11: !,.4 • :1 8-n 5E n _. z, 0 0 0 c-) 0 0 3...)0 0 .,. rn 14.3 m Z > Z -4 rm 0 rn > > > er rm rn ri rt m .M tml>-0 Ca 0 'CE*1 0 o 0 pc En G:\SURVEY\PROJECT SURVEY 2020\ 1.59 - IMMOKAL EE AIRPORT\SURVEY\SKETCH & I FOAL 5\20-139-St.DWG C1 Exhibit"B" [PROPOSED HANGAR BUILDINGS SCHEMATIC] I 1 I 1 ii L I 1 I 1 ' 0 1 6G 1 I11ul11L y I { I_ — ,ca . ---1 f-- '}, , 1� S 1 , ; i 71 • j 11 t 3 T —I" T %i rr' II . ► / ' z IIIUII r ", r ( 1 IIPIS ill' , l n I r k. ,, c , I 1 , i el LEASE BOUNDARY LINE I l 1 I 3.24 AC. I 1 I 4 I 11 'I ! 1 1 . : , Jj C.R. 846 N a i 5 1 = ( n 0 100' 200' SCALE: 1"=200' i s IMMOKALEE AIRPORT ..,,,,., 6 ©GradyMinor 0 Grady Minor and M Or10100.I.A. r100 co0F si 33011 vla Del Oq v✓u Oonlln Springs Ylorldn Oi l:li OATS; z MY a01a L'Ivll Engineers • Lund Sarvc�•ols Planners • Londxcnpn Architects AERIAL PLAN nu four, cal of Aura.L00001151 felt or Au%1/10003151 Oueneu LC 200001011 NIN.V Oonlln SprInp:239.047,1144 rvn IV Crndl•Allnor,corn Fun Mlrrr:230.41001190 SHEET 2 OF 2't 1(:./1 rj 1 6G 1 Exhibit "C" [E-VERIFY ENROLLMENT CERTIFICATION] { is 1 6 G 1 VeriIy_e ,,, ,,,,,„ .044., Iill IN, r Company ID Number: 1659266 THE E-VERIFY MEMORANDUM OF UNDERSTANDING FOR EMPLOYERS ARTICLE I PURPOSE AND AUTHORITY The parties to this agreement are the Department of Homeland Security (DHS) and the Global Flight Training Solutions INC (Employer). The purpose of this agreement is to set forth terms and conditions which the Employer will follow while participating in E-Verify. E-Verify is a program that electronically confirms an employee's eligibility to work in the United States after completion of Form 1-9, Employment Eligibility Verification (Form 1-9). This Memorandum of Understanding (MOU) explains certain features of the E-Verify program and describes specific responsibilities of the Employer, the Social Security Administration (SSA), and DHS. Authority for the E-Verify program is found in Title IV, Subtitle A, of the Illegal Immigration Reform and I Immigrant Responsibility Act of 1996 (IIRIRA), Pub. L. 104-208, 110 Stat. 3009, as amended (8 U.S.G. § 1324a note). The Federal Acquisition Regulation (FAR) Subpart 22.18, "Employment Eligibility Verification" and Executive Order 12989, as amended, provide authority for Federal contractors and subcontractors (Federal contractor)to use E-Verify to verify the employment eligibility of certain employees working on Federal contracts. I ARTICLE II RESPONSIBILITIES A. RESPONSIBILITIES OF THE EMPLOYER 1. The Employer agrees to display the following notices supplied by DHS in a prominent place that is clearly visible to prospective employees and all employees who are to be verified through the system: a. Notice of E-Verify Participation b. Notice of Right to Work 2. The Employer agrees to provide to the SSA and DHS the names, titles, addresses, and telephone numbers of the Employer representatives to be contacted about E-Verify. The Employer also agrees to keep such information current by providing updated information to SSA and DHS whenever the representatives' contact information changes. 3. The Employer agrees to grant E-Verify access only to current employees who need E-Verify access. Employers must promptly terminate an employee's E-Verify access if the employer is separated from the company or no longer needs access to E-Verify. Page 1 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 it," `'� 1 6G 1 V - _,..,- eri . , (v-)!. .,:00,-,:4‘. . Company ID Number: 1659266 4. The Employer agrees to become familiar with and comply with the most recent version of the E-Verify User Manual. 5. The Employer agrees that any Employer Representative who will create E-Verify cases will complete the E-Verify Tutorial before that individual creates any cases. a. The Employer agrees that all Employer representatives will take the refresher tutorials when prompted by E-Verify in order to continue using E-Verify. Failure to complete a refresher tutorial will prevent the Employer Representative from continued use of E-Verify. 6. The Employer agrees to comply with current Form 1-9 procedures, with two exceptions: a. If an employee presents a "List B" identity document, the Employer agrees to only accept"List B" documents that contain a photo. (List B documents identified in 8 C.F.R. § 274a.2(b)(1)(B)) can be presented during the Form 1-9 process to establish identity.) If an employee objects to the photo requirement for religious reasons, the Employer should contact E-Verify at 888-464-4218. b. If an employee presents a DHS Form 1-551 (Permanent Resident Card), Form 1-766 (Employment Authorization Document), or U.S. Passport or Passport Card to complete Form 1-9, the Employer agrees to make a photocopy of the document and to retain the photocopy with the employee's Form 1-9. The Employer will use the photocopy to verify the photo and to assist DHS with its review of photo mismatches that employees contest. DHS may in the future designate other documents that activate the photo screening tool. Note: Subject only to the exceptions noted previously in this paragraph, employees still retain the right to present any List A, or List B and List C, document(s) to complete the Form 1-9. 7. The Employer agrees to record the case verification number on the employee's Form 1-9 or to print the screen containing the case verification number and attach it to the employee's Form 1-9. 8. The Employer agrees that, although it participates in E-Verify, the Employer has a responsibility to complete, retain, and make available for inspection Forms 1-9 that relate to its employees, or from other requirements of applicable regulations or laws, including the obligation to comply with the antidiscrimination requirements of section 274E of the INA with respect to Form 1-9 procedures. a. The following modified requirements are the only exceptions to an Employer's obligation to not employ unauthorized workers and comply with the anti-discrimination provision of the INA: (1) List B identity documents must have photos, as described in paragraph 6 above; (2)When an Employer confirms the identity and employment eligibility of newly hired employee using E-Verify procedures, the Employer establishes a rebuttable presumption that it has not violated section 274A(a)(1)(A) of the Immigration and Nationality Act (INA) with respect to the hiring of that employee; (3) If the Employer receives a final nonconfirmation for an employee, but continues to employ that person, the Employer must notify DHS and the Employer is subject to a civil money penalty between $550 and $1,100 for each failure to notify DHS of continued employment following a final nonconfirmation; (4) If the Employer continues to employ an employee after receiving a final nonconfirmation, then the Employer is subject to a rebuttable presumption that it has knowingly Page 2 of 17 E-Verify MOU for Employers I Revision Date 00101/13 S I I 6 G EVenly Company ID Number: 1659266 employed an unauthorized alien in violation of section 274A(a)(1)(A); and (5) no E-Verify participant is civilly or criminally liable under any law for any action taken in good faith based on information provided through the E-Verify. b. DHS reserves the right to conduct Form 1-9 compliance inspections, as well as any other enforcement or compliance activity authorized by law, including site visits, to ensure proper use of E-Verify. 9. The Employer is strictly prohibited from creating an E-Verify case before the employee has been hired, meaning that a firm offer of employment was extended and accepted and Form 1-9 was completed. The Employer agrees to create an E-Verify case for new employees within three Employer business days after each employee has been hired (after both Sections 1 and 2 of Form 1-9 have been completed), and to complete as many steps of the E-Verify process as are necessary according to the E-Verify User Manual. If E-Verify is temporarily unavailable, the three-day time period will be extended until it is again operational in order to accommodate the Employer's attempting, in good faith, to make inquiries during the period of unavailability. 10. The Employer agrees not to use E-Verify for pre-employment screening of job applicants, in support of any unlawful employment practice, or for any other use that this MOU or the E-Verify User Manual does not authorize. 11. The Employer must use E-Verify for all new employees. The Employer will not verify selectively and will not verify employees hired before the effective date of this MOU. Employers who are Federal contractors may qualify for exceptions to this requirement as described in Article II.B of this MOU. 12. The Employer agrees to follow appropriate procedures (see Article III below) regarding tentative nonconfirmations. The Employer must promptly notify employees in private of the finding and provide them with the notice and letter containing information specific to the employee's E-Verify case. The Employer agrees to provide both the English and the translated notice and letter for employees with limited English proficiency to employees. The Employer agrees to provide written referral instructions to employees and instruct affected employees to bring the English copy of the letter to the SSA. The Employer must allow employees to contest the finding, and not take adverse action against employees if they choose to contest the finding, while their case is still pending. Further, when employees contest a tentative nonconfirmation based upon a photo mismatch, the Employer must take additional steps (see Article III.B. below) to contact DHS with information necessary to resolve the challenge. 13. The Employer agrees not to take any adverse action against an employee based upon the employee's perceived employment eligibility status while SSA or DHS is processing the verification request unless the Employer obtains knowledge (as defined in 8 C.F.R. § 274a.1(1)) that the employee is not work authorized. The Employer understands that an initial inability of the SSA or DHS automated verification system to verify work authorization, a tentative nonconfirmation, a case in continuance (indicating the need for additional time for the government to resolve a case), or the finding of a photo mismatch, does not establish, and should not be interpreted as, evidence that the employee is not work authorized. In any of such cases, the employee must be provided a full and fair opportunity to contest the finding, and if he or she does so, the employee may not be terminated or suffer any adverse employment consequences based upon the employee's perceived employment eligibility status Page 3 of 17 E-Verify MOU for Employers I Revision Date 06101/13 16C1 s-VeriFy Company ID Number: 1659266 (including denying, reducing, or extending work hours, delaying or preventing training, requiring an employee to work in poorer conditions, withholding pay, refusing to assign the employee to a Federal contract or other assignment, or otherwise assuming that he or she is unauthorized to work) until and unless secondary verification by SSA or DHS has been completed and a final nonconfirmation has been issued. If the employee does not choose to contest a tentative nonconfirmation or a photo mismatch or if a secondary verification is completed and a final nonconfirmation is issued, then the Employer can find the employee is not work authorized and terminate the employee's employment. Employers or employees with questions about a final nonconfirmation may call E-Verify at 1-888-464- 4218 (customer service) or 1-888-897-7781 (worker hotline). 14, The Employer agrees to comply with Title VII of the Civil Rights Act of 1964 and section 274B of the INA as applicable by not discriminating unlawfully against any individual in hiring, firing, employment eligibility verification, or recruitment or referral practices because of his or her national origin or citizenship status, or by committing discriminatory documentary practices. The Employer understands that such illegal practices can include selective verification or use of E-Verify except as provided in part D below, or discharging or refusing to hire employees because they appear or sound "foreign" or have received tentative nonconfirmations. The Employer further understands that any violation of the immigration-related unfair employment practices provisions in section 274B of the INA could subject the Employer to civil penalties, back pay awards, and other sanctions, and violations of Title VII could subject the Employer to back pay awards, compensatory and punitive damages. Violations of either section 274B of the INA or Title VII may also lead to the termination of its participation in E-Verify. If the Employer has any questions relating to the anti-discrimination provision, it should contact OSC at 1-800-255-8155 or 1-800-237-2515 (TDD). 15. The Employer agrees that it will use the information it receives from E-Verify only to confirm the employment eligibility of employees as authorized by this MOU. The Employer agrees that it will safeguard this information, and means of access to it (such as PINS and passwords), to ensure that it is not used for any other purpose and as necessary to protect its confidentiality, including ensuring that it is not disseminated to any person other than employees of the Employer who are authorized to perform the Employer's responsibilities under this MOU, except for such dissemination as may be authorized in advance by SSA or DHS for legitimate purposes. 16. The Employer agrees to notify DHS immediately in the event of a breach of personal information. Breaches are defined as loss of control or unauthorized access to E-Verify personal data. All suspected or confirmed breaches should be reported by calling 1-888-464-4218 or via email at E-Verify dhs.gov. Please use "Privacy Incident— Password" in the subject line of your email when sending a breach report to E-Verify. 17. The Employer acknowledges that the information it receives from SSA is governed by the Privacy Act (5 U.S.C. § 552a(i)(1) and (3)) and the Social Security Act (42 U.S.C. 1306(a)). Any person who obtains this information under false pretenses or uses it for any purpose other than as provided for in this MOU may be subject to criminal penalties. 18. The Employer agrees to cooperate with DHS and SSA in their compliance monitoring and evaluation of E-Verify, which includes permitting DHS, SSA, their contractors and other agents, upon Page 4 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 r._ fi� .. 1bG I Vera �: Company ID Number: 1659266 reasonable notice, to review Forms 1-9 and other employment records and to interview it and its employees regarding the Employer's use of E-Verify, and to respond in a prompt and accurate manner to DHS requests for information relating to their participation in E-Verify. 19. The Employer shall not make any false or unauthorized claims or references about its participation in E-Verify on its website, in advertising materials, or other media. The Employer shall not describe its services as federally-approved, federally-certified, or federally-recognized, or use language with a similar intent on its website or other materials provided to the public. Entering into this MOU does not mean that E-Verify endorses or authorizes your E-Verify services and any claim to that effect is false. 20. The Employer shall not state in its website or other public documents that any language used therein has been provided or approved by DHS, USCIS or the Verification Division, without first obtaining the prior written consent of DHS. 21. The Employer agrees that E-Verify trademarks and logos may be used only under license by DHS/USCIS (see M-795 (Web)) and, other than pursuant to the specific terms of such license, may not be used in any manner that might imply that the Employer's services, products, websites, or publications are sponsored by, endorsed by, licensed by, or affiliated with DHS, USCIS, or E-Verify. 22. The Employer understands that if it uses E-Verify procedures for any purpose other than as authorized by this MOU, the Employer may be subject to appropriate legal action and termination of its participation in E-Verify according to this MOU. B. RESPONSIBILITIES OF FEDERAL CONTRACTORS 1. If the Employer is a Federal contractor with the FAR E-Verify clause subject to the employment verification terms in Subpart 22.18 of the FAR, it will become familiar with and comply with the most current version of the E-Verify User Manual for Federal Contractors as well as the E-Verify Supplemental Guide for Federal Contractors. 2. In addition to the responsibilities of every employer outlined in this MOU, the Employer understands that if it is a Federal contractor subject to the employment verification terms in Subpart 22.18 of the FAR it must verify the employment eligibility of any "employee assigned to the contract" (as defined in FAR 22.1801). Once an employee has been verified through E-Verify by the Employer, the Employer may not create a second case for the employee through E-Verify. a. An Employer that is not enrolled in E-Verify as a Federal contractor at the time of a contract award must enroll as a Federal contractor in the E-Verify program within 30 calendar days of contract award and, within 90 days of enrollment, begin to verify employment eligibility of new hires using E-Verify. The Employer must verify those employees who are working in the United States, whether or not they are assigned to the contract. Once the Employer begins verifying new hires, such verification of new hires must be initiated within three business days after the hire date. Once enrolled in E-Verify as a Federal contractor, the Employer must begin verification of employees assigned to the contract within 90 calendar days after the date of enrollment or within 30 days of an employee's assignment to the contract, whichever date is later. Page 5 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 I 6 G 1 4 ' in Company ID Number: 1659266 b. Employers enrolled in E-Verify as a Federal contractor for 90 days or more at the time of a contract award must use E-Verify to begin verification of employment eligibility for new hires of the Employer who are working in the United States, whether or not assigned to the contract, within three business days after the date of hire. If the Employer is enrolled in E-Verify as a Federal contractor for 90 calendar days or less at the time of contract award, the Employer must, within 90 days of enrollment, begin to use E-Verify to initiate verification of new hires of the contractor who are working in the United States, whether or not assigned to the contract. Such verification of new hires must be initiated within three business days after the date of hire. An Employer enrolled as a Federal contractor in E-Verify must begin verification of each employee assigned to the contract within 90 calendar days after date of contract award or within 30 days after assignment to the contract, whichever is later. c. Federal contractors that are institutions of higher education (as defined at 20 U.S.C. 1001(a)), state or local governments, governments of Federally recognized Indian tribes, or sureties performing under a takeover agreement entered into with a Federal agency under a performance bond may choose to only verify new and existing employees assigned to the Federal contract. Such Federal contractors may, however, elect to verify all new hires, and/or all existing employees hired after November 6, 1986. Employers in this category must begin verification of employees assigned to the contract within 90 calendar days after the date of enrollment or within 30 days of an employee's assignment to the contract, whichever date is later. d. Upon enrollment, Employers who are Federal contractors may elect to verify employment eligibility of all existing employees working in the United States who were hired after November 6, 1986, instead of verifying only those employees assigned to a covered Federal contract. After enrollment, Employers must elect to verify existing staff following DHS procedures and begin E-Verify verification of all existing employees within 180 days after the election. e. The Employer may use a previously completed Form 1-9 as the basis for creating an E-Verify case for an employee assigned to a contract as long as: i. That Form 1-9 is complete (including the SSN) and complies with Article II.A.6, ii. The employee's work authorization has not expired, and iii. The Employer has reviewed the Form 1-9 information either in person or in communications with the employee to ensure that the employee's Section 1, Form 1-9 attestation has not changed (including, but not limited to, a lawful permanent resident alien having become a naturalized U.S. citizen). f. The Employer shall complete a new Form 1-9 consistent with Article II.A.6 or update the previous Form 1-9 to provide the necessary information if: i. The Employer cannot determine that Form 1-9 complies with Article II.A.6, ii. The employee's basis for work authorization as attested in Section 1 has expired or changed, or iii. The Form 1-9 contains no SSN or is otherwise incomplete. Note: If Section 1 of Form 1-9 is otherwise valid and up-to-date and the form otherwise complies with Page 6 of 17 E-Verify MOU for Employers I Revision Date 06101/13 1 6G 1 E-Verily Company ID Number: 1659266 Article II.C.5, but reflects documentation (such as a U.S. passport or Form 1-551) that expired after completing Form 1-9, the Employer shall not require the production of additional documentation, or use the photo screening tool described in Article II.A.5, subject to any additional or superseding instructions that may be provided on this subject in the E-Verify User Manual. g. The Employer agrees not to require a second verification using E-Verify of any assigned employee who has previously been verified as a newly hired employee under this MOU or to authorize verification of any existing employee by any Employer that is not a Federal contractor based on this Article. 3. The Employer understands that if it is a Federal contractor, its compliance with this MOU is a performance requirement under the terms of the Federal contract or subcontract, and the Employer consents to the release of information relating to compliance with its verification responsibilities under this MOU to contracting officers or other officials authorized to review the Employer's compliance with Federal contracting requirements. C. RESPONSIBILITIES OF SSA 1. SSA agrees to allow DHS to compare data provided by the Employer against SSA's database. SSA sends DHS confirmation that the data sent either matches or does not match the information in SSA's database. 2. SSA agrees to safeguard the information the Employer provides through E-Verify procedures. SSA also agrees to limit access to such information, as is appropriate by law, to individuals responsible for the verification of Social Security numbers or responsible for evaluation of E-Verify or such other persons or entities who may be authorized by SSA as governed by the Privacy Act (5 U.S.C. § 552a), the Social Security Act (42 U.S.C. 1306(a)), and SSA regulations (20 CFR Part 401). 3. SSA agrees to provide case results from its database within three Federal Government work days of the initial inquiry. E-Verify provides the information to the Employer. 4. SSA agrees to update SSA records as necessary if the employee who contests the SSA tentative nonconfirmation visits an SSA field office and provides the required evidence. If the employee visits an SSA field office within the eight Federal Government work days from the date of referral to SSA, SSA agrees to update SSA records, if appropriate, within the eight-day period unless SSA determines that more than eight days may be necessary. In such cases, SSA will provide additional instructions to the employee. If the employee does not visit SSA in the time allowed, E-Verify may provide a final nonconfirmation to the employer. Note: If an Employer experiences technical problems, or has a policy question, the employer should contact E-Verify at 1-888-464-4218. D. RESPONSIBILITIES OF DHS 1. DHS agrees to provide the Employer with selected data from DHS databases to enable the Employer to conduct, to the extent authorized by this MOU: a. Automated verification checks on alien employees by electronic means, and Page 7 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 CZ) i6G1 „c., c ,, F—Verily '. !€illlt ,„ Company ID Number: 1659266 b. Photo verification checks (when available) on employees. 2. DHS agrees to assist the Employer with operational problems associated with the Employer's participation in E-Verify. DHS agrees to provide the Employer names, titles, addresses, and telephone numbers of DHS representatives to be contacted during the E-Verify process. 3. DHS agrees to provide to the Employer with access to E-Verify training materials as well as an E-Verify User Manual that contain instructions on E-Verify policies, procedures, and requirements for both SSA and DHS, including restrictions on the use of E-Verify. 4. DHS agrees to train Employers on all important changes made to E-Verify through the use of mandatory refresher tutorials and updates to the E-Verify User Manual. Even without changes to E-Verify, DHS reserves the right to require employers to take mandatory refresher tutorials. I5. DHS agrees to provide to the Employer a notice, which indicates the Employer's participation in E-Verify. DHS also agrees to provide to the Employer anti-discrimination notices issued by the Office of Special Counsel for Immigration-Related Unfair Employment Practices (OSC), Civil Rights Division, U.S. Department of Justice. 6. DHS agrees to issue each of the Employer's E-Verify users a unique user identification number and password that permits them to log in to E-Verify. C 7. OHS agrees to safeguard the information the Employer provides, and to limit access to such information to individuals responsible for the verification process, for evaluation of E-Verify, or to such other persons or entities as may be authorized by applicable law. Information will be used only to verify the accuracy of Social Security numbers and employment eligibility, to enforce the INA and Federal criminal laws, and to administer Federal contracting requirements. 8. DHS agrees to provide a means of automated verification that provides (in conjunction with SSA verification procedures) confirmation or tentative nonconfirmation of employees' employment eligibility within three Federal Government work days of the initial inquiry. 9. DHS agrees to provide a means of secondary verification (including updating DHS records) for employees who contest DHS tentative nonconfirmations and photo mismatch tentative nonconfirmations. This provides final confirmation or nonconfirmation of the employees' employment eligibility within 10 Federal Government work days of the date of referral to DHS, unless DHS determines that more than 10 days may be necessary. In such cases, OHS will provide additional verification instructions. ARTICLE III REFERRAL OF INDIVIDUALS TO SSA AND DHS A. REFERRAL TO SSA 1. If the Employer receives a tentative nonconfirmation issued by SSA, the Employer must print the notice as directed by E-Verify. The Employer must promptly notify employees in private of the finding and provide them with the notice and letter containing information specific to the employee's E-Verify Page 8 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 1bt . -Verif Company ID Number: 1659266 case. The Employer also agrees to provide both the English and the translated notice and letter for employees with limited English proficiency to employees. The Employer agrees to provide written referral instructions to employees and instruct affected employees to bring the English copy of the letter to the SSA. The Employer must allow employees to contest the finding, and not take adverse action against employees if they choose to contest the finding, while their case is still pending. 2. The Employer agrees to obtain the employee's response about whether he or she will contest the tentative nonconfirmation as soon as possible after the Employer receives the tentative nonconfirmation. Only the employee may determine whether he or she will contest the tentative nonconfirmation. 3. After a tentative nonconfirmation, the Employer will refer employees to SSA field offices only as directed by E-Verify. The Employer must record the case verification number, review the employee information submitted to E-Verify to identify any errors, and find out whether the employee contests the tentative nonconfirmation. The Employer will transmit the Social Security number, or any other corrected employee information that SSA requests, to SSA for verification again if this review indicates a need to do so. 4. The Employer will instruct the employee to visit an SSA office within eight Federal Government work days. SSA will electronically transmit the result of the referral to the Employer within 10 Federal Government work days of the referral unless it determines that more than 10 days is necessary. { 5. While waiting for case results, the Employer agrees to check the E-Verify system regularly for case updates. 6. The Employer agrees not to ask the employee to obtain a printout from the Social Security Administration number database (the Numident) or other written verification of the SSN from the SSA. B. REFERRAL TO DHS 1. If the Employer receives a tentative nonconfirmation issued by DHS, the Employer must promptly notify employees in private of the finding and provide them with the notice and letter containing information specific to the employee's E-Verify case. The Employer also agrees to provide both the English and the translated notice and letter for employees with limited English proficiency to employees. The Employer must allow employees to contest the finding, and not take adverse action against employees if they choose to contest the finding, while their case is still pending. 2. The Employer agrees to obtain the employee's response about whether he or she will contest the tentative nonconfirmation as soon as possible after the Employer receives the tentative nonconfirmation. Only the employee may determine whether he or she will contest the tentative nonconfirmation. 3. The Employer agrees to refer individuals to DHS only when the employee chooses to contest a tentative nonconfirmation. 4. If the employee contests a tentative nonconfirmation issued by DHS, the Employer will instruct the Page 9 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 i 6G1 EVenly Company ID Number: 1659266 employee to contact DHS through its toll-free hotline (as found on the referral letter) within eight Federal Government work days. 5. If the Employer finds a photo mismatch, the Employer must provide the photo mismatch tentative nonconfirmation notice and follow the instructions outlined in paragraph 1 of this section for tentative nonconfirmations, generally. 6. The Employer agrees that if an employee contests a tentative nonconfirmation based upon a photo mismatch, the Employer will send a copy of the employee's Form 1-551, Form 1-766, U.S. Passport, or passport card to OHS for review by: a. Scanning and uploading the document, or b. Sending a photocopy of the document by express mail (furnished and paid for by the employer). 7. The Employer understands that if it cannot determine whether there is a photo match/mismatch, the Employer must forward the employee's documentation to DHS as described in the preceding paragraph. The Employer agrees to resolve the case as specified by the DHS representative who will determine the photo match or mismatch. 8. DHS will electronically transmit the result of the referral to the Employer within 10 Federal Government work days of the referral unless it determines that more than 10 days is necessary. 9. While waiting for case results, the Employer agrees to check the E-Verify system regularly for case updates. ARTICLE IV SERVICE PROVISIONS A. NO SERVICE FEES 1. SSA and OHS will not charge the Employer for verification services performed under this MOU. The Employer is responsible for providing equipment needed to make inquiries. To access E-Verify, an Employer will need a personal computer with Internet access. ARTICLE V MODIFICATION AND TERMINATION A. MODIFICATION 1. This MOU is effective upon the signature of all parties and shall continue in effect for as long as the SSA and DHS operates the E-Verify program unless modified in writing by the mutual consent of all parties. 2. Any and all E-Verify system enhancements by DHS or SSA, including but not limited to E-Verify checking against additional data sources and instituting new verification policies or procedures, will be covered under this MOU and will not cause the need for a supplemental MOU that outlines these changes. Page 10 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 �t) S 1 Very 0,4„, !!I!1! Company ID Number: 1659266 B. TERMINATION 1. The Employer may terminate this MOU and its participation in E-Verify at any time upon 30 days prior written notice to the other parties. 2. Notwithstanding Article V, part A of this MOU, OHS may terminate this MOU, and thereby the Employer's participation in E-Verify, with or without notice at any time if deemed necessary because of the requirements of law or policy, or upon a determination by SSA or DHS that there has been a breach of system integrity or security by the Employer, or a failure on the part of the Employer to comply with established E-Verify procedures and/or legal requirements. The Employer understands that if it is a Federal contractor, termination of this MOU by any party for any reason may negatively affect the performance of its contractual responsibilities. Similarly, the Employer understands that if it is in a state where E-Verify is mandatory, termination of this by any party MOU may negatively affect the Employer's business. 3. An Employer that is a Federal contractor may terminate this MOU when the Federal contract that requires its participation in E-Verify is terminated or completed. In such cases, the Federal contractor must provide written notice to DHS. If an Employer that is a Federal contractor fails to provide such notice, then that Employer will remain an E-Verify participant,will remain bound by the terms of this MOU that apply to non-Federal contractor participants, and will be required to use the E-Verify procedures to verify the employment eligibility of all newly hired employees. 4. The Employer agrees that E-Verify is not liable for any losses, financial or otherwise, if the Employer is terminated from E-Verify. ARTICLE VI PARTIES A. Some or all SSA and DHS responsibilities under this MOU may be performed by contractor(s), and SSA and DHS may adjust verification responsibilities between each other as necessary. By separate agreement with DHS, SSA has agreed to perform its responsibilities as described in this MOU. B. Nothing in this MOU is intended, or should be construed, to create any right or benefit, substantive or procedural, enforceable at law by any third party against the United States, its agencies, officers, or employees, or against the Employer, its agents, officers, or employees. C.The Employer may not assign, directly or indirectly, whether by operation of law, change of control or merger, all or any part of its rights or obligations under this MOU without the prior written consent of DHS, which consent shall not be unreasonably withheld or delayed. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations herein is void. D. Each party shall be solely responsible for defending any claim or action against it arising out of or related to E-Verify or this MOU, whether civil or criminal, and for any liability wherefrom, including (but not limited to) any dispute between the Employer and any other person or entity regarding the applicability of Section 403(d) of IIRIRA to any action taken or allegedly taken by the Employer. E. The Employer understands that its participation in E-Verify is not confidential information and may be disclosed as authorized or required by law and DHS or SSA policy, including but not limited to, Page 11 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 1 6 G1 e y Company ID Number: 1659266 Congressional oversight, E-Verify publicity and media inquiries, determinations of compliance with Federal contractual requirements, and responses to inquiries under the Freedom of information Act (FOIA). F. The individuals whose signatures appear below represent that they are authorized to enter into this MOU on behalf of the Employer and DHS respectively. The Employer understands that any inaccurate statement, representation, data or other information provided to OHS may subject the Employer, its subcontractors, its employees, or its representatives to: (1) prosecution for false statements pursuant to 18 U.S.C. 1001 and/or; (2) immediate termination of its MOU and/or; (3) possible debarment or suspension. G.The foregoing constitutes the full agreement on this subject between DHS and the Employer. To be accepted as an E-Verify participant, you should only sign the Employer's Section of the signature page. If you have any questions, contact E-Verify at 1-888-464-4218. Page 12 of 17 E-Venfy MOU for Employers I Revision Date 06/01/13 64) E-Verily • Company ID Number: 1659266 Approved by: Employer Global Flight Training Solutions INC Name (Please Type or Print) Title Victor C Costello Signature Date Electronically Signed 03/24/2021 Department of Homeland Security—Verification Division Name (Please Type or Print) Title USCIS Verification Division Signature Date Electronically Signed 03/24/2021 Page 13 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 40 i6G1 /fiiji�11‘v Company ID Number: 1659266 Information Required for the E-Verify Program Information relating to your Company: Global Flight Training Solutions INC Company Name 165 Airpark Blvd Immokalee, FL 34142 Company Facility Address Company Alternate Address County or Parish COLLIER Employer Identification Number 834118003 North American Industry 812 Classification Systems Code Parent Company Number of Employees 1 to 4 Number of Sites Verified for 1 Page 14 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 Vert Iflllil� ,,,„( l bG � Company ID Number: 1659266 Are you verifying for more than 1 site? If yes, please provide the number of sites verified for in i each State: FLORIDA 1 site(s) Page 15 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 16G1. f 1111 • Company ID Number: 1659266 Information relating to the Program Administrator(s) for your Company on policy questions or operational problems: Name Victor C Costello Phone Number (914)291 -9772 Fax Number Email Address victor@globalflighttrainingsolutions.com Name Victor C Costello Phone Number (914)291 -9772 Fax Number Email Address victor@globalflightsolutions.com Page 16 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 16G1 h R x. EVeri h e ti Company ID Number: 1659266 Page intentionally left blank Page 17 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 1 6G 1 Exhibit "D" [CERTIFICATE OF LIABILITY INSURANCE] • } i'. f it l � G1 STARR COMPANIES GLOM INSUWINCI.INVESTMENTS 3353 Peachtree Road NE,Suite 1000 Atlanta,GA 30326 Certificate of Insurance Certificate Holder: COLLIER COUNTY AIRPORT AUTHORITY 2005 MAINSAIL DR., SUITE #1 NAPLES, FL 34114 Named Insured: GLOBAL FLIGHT TRAINING SOLUTIONS, LLC 165 AIRPARK BLVD. IMMOKALEE, FL 34142 Policy Period: From MAY 21, 2020 To MAY 21, 2021 Policy Number: 1000281094-01 Issuing Company: STARR INDEMNITY & LIABILITY COMPANY This is to certify that the policy(Ies) listed herein have been issue prove ing coverage or a listed insured as further described. This certificate of insurance is not an Insurance policy and does not amend,extend,or alter the coverage afforded by the poticy(ies)listed herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be concerned or may,pertain, the Insurance afforded by the policy(ies) listed on this certificate is subject to all the terms, exclusions, and condlilstns of such pohcy(ies). Aviation Commercial General Liability Limits of Insurance Each Occurrence Limit S 1,000,000. Damage to Premises Rented to You Limit S__... 25,000 _Any one premises Medical Expense Limit S 5,000. Any one person Personal & Advertising Injury Aggregate Limit $_--. NOT COVERED General Aggregate Limit S $2,000,000 Products/Completed Operations Aggregate Limit $ NOT.COVERED Hangarkeepers Limit Each Aircraft Limit $ NOT COVERED Each Loss Limit $ NOT COVERED Hangarkeeper's Deductible $ NOT APPLICABLE Each Aircraft THE CERTIFICATE HOLDER IS INCLUDED AS AN ADDITIONAL INSURED, BUT ONLY WITH RESPECT TO LIABILITY FOR "BODILY INJURY", "PROPERTY DAMAGE" OR "PERSONAL AND ADVERTISING INJURY" CAUSED, IN WHOLE OR IN PART, BY YOUR ACTS OR OMISSIONS OR THE ACTS OR OMISSIONS OF THOSE ACTING ON YOUR BEHALF: A. IN THE PERFORMANCE OF YOUR ONGOING OPERATIONS; OR B. IN CONNECTION WITH YOUR PREMISES OWNED BY OR RENTED TO YOU. THE CERTIFICATE HOLDER WILL BE PROVIDED WITH THIRTY (30) DAYS [TEN (10) DAYS IF FOR NON-PAYMENT OF PREMIUM] NOTICE OF CANCELLATION OR MATERIAL CHANGE. Certificate Number: 1.1 Issued By and Date: JUNE 17, 2020 (SP) By Starr 10058 (6/06) (Au orized Representative) I6GI ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name of Additional Insured Person(s) or Organization(s): COLLIER COUNTY AIRPORT AUTHORITY 2005 MAINSAIL DR., SUITE 11 NAPLES, FL 34114 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. SECTION II - WHO IS AN INSURED is amended to include as an additional Insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. All other provisions of this policy remain the same. This endorsement becomes effective MAY 21, 2020 to be attached to and hereby made a part of: Policy No. 1000281094-01 Issued to GLOBAL FLIGHT TRAINING SOLUTIONS, LLC By STARR INDEMNITY & LIABILITY COMPANY Endorsement No. TBA Date of Issue JUNE 17, 2020 (SP) By (Authorized Representative) Starr 10060 (2/06) ,/i lmmokalee RegionalAirport - Lease Proposal Pailcga l Exhibit A /� .1 i €� r r 4 , 1 c, ', Parcel A i r ' 236,610 sq. ft. : i,.. k i. . I ; Il(5.43 acres) f y r. itil " at , '. { F' Fa, .1 1 Parcel C j. _ _ .lo,,- 455,441 sq. ft. �.,. M 10.46 acres) 4 ( s ! 1 * III. - i (+ 1 - -fir 1 /m. r _40••'V-4 .,, ,yir , 4 r .„ ,,, , 4 , , .. . :, , , _....._, • / / l ..`r T p r 4'K�t/ Parcel B sq. `� } 76,915 ft. `� ''•:» r ) (1.77 acres) .. ______ —_____------ �..J _* 1 • _ _` l w�o .. G A . i -,J- -, 'A. ,..... Ir. ...1f, 500 2550 0 ^} 500 Feet s- , 1z, I'ftrj lie 1 , 4> . . _