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Backup Documents 09/23/2025 Item #16G 1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 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 _ Initialser Date 1. County Attorney Office CAO '-ill` , 9/3-.3A< 2. Board of County Commissioners Office BOCC .D9y/1 )J 2 3. Minutes and Records Clerk of Court's Office / 9/05 4. Send signed copy to Bryant Garrett Airport Authority bryant.garrett@collier.gov 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 a ve may need to contact staff for additional or missing information. Name of Primary Staff Bryant Garrett/Airport Authority 239-252-8425 Contact/Department Agenda Date Item was September 23,2025 Agenda Item Number 16.G.1. Approved by the BCC Type of Document Consent to Sublease Agreement between Global Flight Number of Original 1 Attached Training Solutions&Smolach,LLC 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 BG 2. Does the document need to be sent to another agency for additional signatures? If yes, BG 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 BG 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 BG 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 BG document or the fmal negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's BG signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip BG 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 nd all changes made is not during the meeting have been incorporated in the attached docu en . The County 0)4 an option for Attorney's Office has reviewed the changes,if applicable. q�Z-5 2S is line. 9. Initials of attorneyverifying that the attached document is the version approved theitit, /A is not fY gby ��t BCC,all changes directed by the BCC have been made,and the document is ready for the 7.` an e+ on for Chairman's signature. Please email a completed copy to I:Forms/County Forms/BCC For Madison.Bird@Colliercountyfl.gov )5,Revised 2.24.05;Revised 11/30/12 1 6 G 1 CONSENT TO SUBLEASE AGREEMENT THIS CONSENT TO SUBLEASE AGREEMENT(the"Agreement")is made as of the 23f day of 5eptc ,bcr , 2025, by and between Global Flight Training Solutions, Inc., a corporation duly organized under the laws of Florida (the "Tenant"), SMOLACH, LLC, a Florida limited liability company, (the "Subtenant") and Collier County, a political subdivision of the State of Florida, acting as the Collier County Airport Authority(the "Lessor"). RECITALS A. Lessor and Tenant entered into that certain Collier County Airport Authority Leasehold Agreement for Hangar Construction dated May 11, 2021 (hereafter, the "Lease"), related to the lease of a parcel of land (the "Premises") situated on the Immokalee Regional Airport (the "Airport") as more particularly described and shown in the Lease and the exhibits to the Lease agreement. A copy of the Lease is attached hereto as Exhibit"A." B. Tenant and Subtenant entered into a document they captioned as a "Contract for Partial Assignment of Lease" dated on or about December 22, 2022 (hereafter the "Sublease"). Notwithstanding Tenant and Subtenant captioning the Sublease as a "Contract for Partial Assignment of Lease,"the Tenant and Subtenant agree: (i)that the Contract has been amended by that Amendment to Contract attached hereto, which recasts the Contract for Partial Assignment to a Sublease Agreement, (ii) that the Sublease is subject to the terms and conditions of this Agreement and the Lease. A copy of the Sublease and the Amendment to Contract is attached hereto as Exhibit"B." C. By the terms of the Sublease, the Tenant will sublease to Subtenant and Subtenant will sublease from Tenant a portion of the Premises consisting of Hangars 2 and 3, along with the common areas and other identified portions more particularly described in the Sublease (the "Sublease Premises"). D. Tenant has requested that the Landlord consent to Tenant subletting the Sublease Premises to the Subtenant pursuant to the Sublease. The Lessor has agreed to consent to the subletting on the terms and conditions that follow. NOW, THEREFORE, in consideration of the foregoing, and in consideration of the mutual covenants and agreements contained herein,and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,Tenant, Sublessee and Lessor hereby agree as follows: 1 16G1 TERMS 1. Recitals. The foregoing Recitals are true and correct and are hereby incorporated by reference and made a part of this Consent to Sublease Agreement. 2. Definitions: Unless otherwise defined in this Agreement, all defined terms used in this Agreement shall have the same meaning and definition given them in the Lease. 3. Lease: 3.1 The Sublease is and shall be at all times subject and subordinate to all of the terms and conditions of the Lease and, notwithstanding anything to the contrary contained in the Sublease, Subtenant agrees to perform all of the covenants of Tenant in the Lease insofar as the same relate to the Sublease Premises,provided that the Subtenant shall not be obligated to pay rent, operating expenses or other charges in excess of the amounts specified in the Sublease. In case any conflict between the provisions of the Lease and the provisions of the Sublease, as between Tenant and the Lessor, the provisions of the Lease shall prevail unaffected by the Sublease. Subtenant shall not violate any of the terms and conditions of the Lease to the extent applicable to the use and occupancy of the Sublease Premises. Any breach of the Lease by Tenant or any breach of the Sublease or Lease by Subtenant that results in a breach of the Lease shall entitle the Lessor to all the rights and remedies provided in the Lease. 3.2 Subtenant acknowledges and agrees that, except as provided below, the term of the Sublease shall automatically terminate upon the termination of the Lease for any reason whatsoever, including, without limitation, the termination of the Lease prior to the expiration of the term thereof pursuant to a written agreement by and between Lessor and Tenant; provided Subtenant agrees,at the option and upon written demand of Lessor,to attorn to Lessor for the remainder of the term of the Sublease, such attornment to be upon all of the terms and conditions of the Lease. The foregoing provisions shall be self-operative upon such written demand of Lessor, and no further instrument shall be required to give effect to said provisions. Upon demand of Lessor, however, Subtenant agrees to execute, from time to time, such documents as Lessor deems desirable to effect and acknowledge such attornment. Notwithstanding any provision to the contrary in the Sublease or in any other agreement,Subtenant acknowledges that it shall have no right and there shall not be vested in Subtenant any right to exercise rights of first refusal,options,or other similar preferential rights, if any, give to Tenant under the Lease. 2 1 6 G 1 3.3 Tenant represents and warrants to Lessor that: (a) attached to this Agreement as Exhibit"A" is a true and correct copy of the Lease,and there exist no amendments,modifications,or extensions of or to the Lease except as specified herein, and the Lease is now in full force and effect; and (b) to Tenant's actual knowledge,there exist no defenses or offsets to enforcement of the Lease by Lessor of Tenant. To Tenant's actual knowledge: (i)Lessor is not in default in the performance of the Leases, (ii) Lessor has not committed any breach thereof, and (iii) no event has occurred which, with the passage of time, or the giving of notice, or both, would constitute a default or breach by Lessor. 3.4 Tenant and Subtenant represent and warrant to Lessor that: (a)there are no additional payments of rent or consideration of any type payable by Subtenant to Tenant with regard to the Sublease Premises other than as disclosed in the Sublease, (b) a true, correct and complete copy of the Sublease is attached hereto as Exhibit "B," and (c) no amendment to the Sublease shall be effective or enforceable between Tenant and Subtenant unless and until Lessor shall have consented to such amendment in writing. 4. Consent of Lessor. Lessor hereby consents to the subletting of the Sublease Premises to Subtenant pursuant to the terms of the Sublease, subject to the terms of this Agreement. Landlord's consent shall not release or discharge Tenant of any of its obligations under the Lease or release,discharge or alter the primary liability of Tenant to pay rent and all other sums due under the Lease and to perform and comply with all other obligations of Tenant under the Lease. As between Lessor and Tenant, the Sublease shall not alter,amend or otherwise modify any provisions of the Lease. Lessor shall have no obligations to any party in connection with the Sublease Premises other than those obligations set forth in the Lease. Lessor shall not be bound or estopped in any way by the provisions of the Sublease. This Agreement shall not be construed as a consent by Lessor to, or as permitting, any other or further subletting or assignment by Tenant or Subtenant. Lessor shall not: (i) be liable to Subtenant for any act, omission or breach of the Sublease by Tenant, (ii) be subject to any offsets or defenses which Subtenant might have against Tenant, (iii) be bound by any Base Rent or Additional Rent which Subtenant might have paid in advance to Tenant, or (iv) be bound to honor any rights of Subtenant in any security deposit made with Tenant, except to the extent Tenant has delivered such security deposit to Lessor. Tenant hereby agrees that in the event of termination of the Lease, Tenant shall, upon the written demand of Lessor, immediately pay or transfer to Lessor any security deposit, rent or other sums then held by Tenant from Subtenant. 5. Assignment of Rent Upon Default. Tenant hereby irrevocably assigns and transfers to Lessor the Tenant's rights under the Sublease to all rentals and other sums due under the Sublease but Lessor agrees that until a default shall occur in the performance of Tenant's obligations under the Lease,Tenant shall have a license to receive, collect and 3 16G1 enjoy the rentals and other sums due to Tenant under the Sublease except as otherwise provided under the Lease. However,said license shall automatically terminate without notice to the Tenant upon the occurrence of a default by Tenant in the performance of its obligations under the Lease and Lessor may thereafter, at its option, receive and collect, directly from Subtenant, all rentals and other sums due or to be due Tenant under the Sublease. Lessor shall not, by reason of the assignment of all such rentals or other sums from the Subtenant: (a)be bound by or become a party to the Sublease, (b) be deemed to have accepted the attornment of Subtenant, or (c) be deemed liable to Subtenant for any failure of Tenant to perform and comply with Tenant's obligations under the Sublease. Tenant hereby irrevocably authorizes and directs Subtenant, upon receipt by Subtenant of any written notice from Lessor stating that a default exists in the performance of Tenant's obligations under the Lease, to pay directly to Lessor the rents and other income due and to become due under the Sublease. Tenant agrees that Subtenant shall have the right to solely rely upon such notice from Lessor notwithstanding any conflicting demand by Tenant or any other party. Tenant hereby agrees to indemnify, defend and hold Subtenant harmless from any and all claims , losses,liabilities,judgments,costs,demands,causes of action and expenses(including, without limitation, attorneys' fees and consultants' fees) (collectively, "claims") that Subtenant may incur in relying on any written notice from Lessor and/or paying rent and other sums due under the Sublease directly to the Lessor in accordance with this Section. Without limiting the generality of the foregoing, the acceptance of rent hereunder by Lessor shall not be a waiver of any preceding breach by Tenant or Subtenant of the Lease or Sublease other than the failure of Tenant or Subtenant, as the case may be, to pay the particular rent accepted. 6. Indemnification. Tenant and Subtenant each shall indemnify and hold harmless Lessor and Lessor's public officials, agents, employees, invitees, independent contractors, and counsel (collectively, "Agents") against and from any and all Claims arising from or related to the following: (a) Subtenant's use of the Sublease Premises or any activity done, permitted or suffered by Subtenant in, on or about the Sublease Premises, the leased aircraft hangars, or the property at the Airport; (b) the Sublease and any act or omission by Subtenant or its Agents in connection with or related to the Sublease, the Sublease Premises, the leased aircraft hangars, or the property at the Airport; (c) any Hazardous Materials used, store, released, disposed, generated, or transported by Subtenant or its Agents in,on,or about the Sublease Premises, including without limitation, any Claims arising from or related to any Hazardous Material investigations, monitoring, cleanup or other remedial action; and (d) any action or proceeding brought on account of any matter referred to in items (a), (b), and (c). If any action or proceeding is brought against Lessor by reason of any such Claims,upon notice from the Lessor, Tenant and Subtenant shall defend the same at their expense with counsel reasonably satisfactory to Lessor. The obligation of Tenant and Subtenant under this Section 6 shall survive any termination of the Sublease and Lease. 4 1 6 G 1 7. Assignment and Sub-Subletting: Subtenant shall not voluntarily or by operation of law: (1) mortgage, pledge, hypothecate or encumber the Sublease or any interest therein, or (2) assign or transfer the Sublease or any interest therein, sub-sublet the Sublease Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, and invitees or Subtenant excepted)to occupy or use the Sublease Premises, or any portion thereof without first obtaining the written consent of Tenant and Lessor, which consent shall not be unreasonably withheld. There shall be no right of first refusal triggered by a request for approval of any Sublease. Subtenant shall have the right,with approval from the Lessor and Tenant, to sell and assign the Sublease to another party, subject to the terms of the Lease. Subtenant may assign all rights and responsibilities without any further responsibility. Upon a request for an approval of a Sublease, accompanied by reasonable legal documents for the proposed new Subtenant and approval from the Tenant, Lessor shall approve the Sublease within 45 days from the completed request. The parties agree that rental of the hangars by the Subtenant or Tenant for use by third parties as an airplane hangar consisting of periods of less than twelve months shall not require approval by the Lessor, so long as notice of the third party renter is provided to the Lessor including that third party's relevant contact information. 8. Miscellaneous. 8.1 Lessor shall use reasonable efforts to notify Subtenant of any default by Tenant under the Lease of which Lessor has actual knowledge and which is not cured within any applicable notice and cure period provided in the Lease; provided, however, that the failure on the part of the Lessor to provide such notice shall not give rise to liability on the part of Lessor or otherwise alter or modify the rights and obligations of the parties hereunder. The giving of such notice to Subtenant shall not vest in Subtenant any rights or remedies except as otherwise expressly set forth herein. 8.2 Tenant and Subtenant agree not to amend, modify, supplement, or otherwise change in any respect the Sublease except with the prior written consent of Lessor, which consent shall not be unreasonably withheld. This Agreement shall not create in Subtenant, as a third party beneficiary or otherwise, any rights except as set forth in this Agreement. 8.3 All notices which Lessor and Subtenant desire to give or provide to the other shall be personally delivered or sent by registered or certified U.S. mail,postage prepaid,return receipt requested, and, if to Landlord, shall be sent to the address set forth in Section 1 of the Lease, and, if to Subtenant shall be sent to the Sublease Premises. Each party shall have the right to change its address for notices by giving written notice to the other party in accordance with this section. Any notice given in accordance with this 5 1 6 G 1 section shall be deemed delivered upon actual receipt(or attempted delivery if delivery is refused). Copies of any notices of default sent by: (1)Tenant under the Lease or Sublease,as applicable, shall be delivered to Lessor and Subtenant at the addresses for each as set forth in the Lease and Sublease, as applicable, and (ii) Subtenant to Tenant under the Sublease shall be delivered by Subtenant to Landlord at the address set forth in the Master Lease at the same time such notices are sent to Tenant as set forth in the Sublease. 8.4 This Agreement together with the relevant provisions of the Lease relating to subletting or assigning, contains the entire agreement between the parties hereto regarding the matters which are the subject of this Agreement. No other assignments of this Agreement shall be permitted, except with the written consent of all parties hereto,which consent shall not be unreasonably withheld, and which consent shall be provided by Lessor within 45 days of a completed request. Any attempted assignment in violation of this section shall be void. The terms,covenants and conditions of this Agreement shall apply to and bind the heirs,successors,the executors and administrators and permitted assigns of all the parties hereto. The parties acknowledge and agree that no rule or construction,to the effect that any ambiguities are to be resolved against the drafting party, shall be employed in the interpretation of this Agreement. If any provision of this Agreement is determined to be illegal or unenforceable, such determination shall not affect any other provisions of this Agreement, and all such other provisions shall remain in full force and effect. 8.5 If any party hereto fails to perform any of its obligations under this Agreement or if any dispute arises between the parties hereto concerning the meaning or interpretation of any provision of this Agreement, then the defaulting party or the party not prevailing in such dispute,as the case may be, shall pay any and all costs and expenses incurred by the other party on account of such default and/or in enforcing or establishing its rights hereunder, including without limitation, court costs and reasonable attorneys' fees and disbursements. Any such attorneys' fees and other expenses incurred by any party in enforcing a judgment in its favor under this Agreement shall be recoverable separately from and in addition to any other amount included in such judgment,and such attorneys'fees obligation is intended to be severable from the other provisions of this Agreement and to survive and not be merged into any such judgment. 8.6 This Agreement may be executed in any number of counterparts, provided each of the parties hereto executes at least one counterpart; each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. 6 1 6 G 1 8.7 Tenant and Subtenant covenant and agree that under no circumstances shall the Lessor be liable for any brokerage commission or other charge or expense in connection with the Sublease or this Agreement and Tenant and Subtenant agree to protect, defend, indemnify and hold Lessor harmless from the same and from any cost or expense(including but not limited to attorneys' fee) incurred by Lessor in resisting any claim for any such brokerage commission. 8.8 This Agreement shall in no manner be construed as limiting Lessor's ability to exercise its rights to recapture any portion of the Premises, as set forth in the Lease, in the event of a proposed future sublease or assignment of such portion of the Premises. 8.9 The terms and provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Florida, with jurisdiction and venue in the State courts for Collier County,Florida. 8.10 The Tenant and Subtenant agree that the liability of the Lessor hereunder and any recourse by Tenant or Subtenant against the Lessor shall be subject to the limitations on liability set forth in the Lease. In addition, neither the Lessor nor any of its Agents shall have any personal liability, and Tenant and Subtenant each hereby expressly waives and release such personal liability on behalf of itself and all persons claiming by,through or under Tenant or Subtenant. 8.12 The voluntary or other surrender of the Lease by Tenant, or a mutual cancellation, termination or expiration thereof, shall not work as a merger, and shall, at the option of Lessor, terminate all or any existing subleases or subtenancies, or may, at the option of Lessor, operate as an assignment to Lessor of any or all such subleases or subtenancies. 7 1 6 G 1 IN WITNESS WHEREOF.the Parties have executed this Agreement as of the date set forth above. Witness No.1: � �� TENANT: t y�- ^Z c �C:L�'v`C Global Flight Training Solutions,Inc. Print Namc: <-A3e- By: Print Name: rlity Art iaJ/S t 1 Its: J%ct.= {Pr e: r Title Witness No.2: evti►.� fable . Print N c: GENIAL NOaLE SIGNATURES CONTINUED ON FOLLOWING PAGE. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. S CA0 Scanned with owl- 16G Witness No. 1: SUBTENANT: SMOLACH,LLC, TE -w '11 a Florida limited liability company Print Name Aes21.04A,(41tr, 074— By: Print Name: c'"R!i � 1�1-1 13 Its: Maii4CAV Title Witness No.2: n-N Dram- %yItrWt`r Print Name SIGNATURES CONTINUED ON FOLLOWING PAGE. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. 9 16G1 Acknowledged and agreed to by: LESSOR: ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K. Kinzel, Clerk of Courts COLLIER COUNTY, FLORIDA, & Comptroller ••'.1 0, Acting as the Collier County Airport Authority • r� By: - . / By46i,li%.,,graissabga— ..,.Depay Clerk Burt Saunders, Chairman Attesf 601) Kairman's signature only ..i r ved as to in legality: .t a, cott .Teach Deputy County Attorney 10 16G1 EXHIBIT"A" Lease Agreement dated May 11, 2021 11 1 6 G 1 COLLIER COUNTY AIRPORT AUTHORITY LEASEHOLD AGREEMENT FOR HANGAR CONSTRUCTION THIS LEASEHOLD AGREEMENT (this"Lease") is made as of the!elTiday of 2021 (the "Effective Date") by and between COLLIER COUNTY. a political subdivision of the Stat Florida, acting as the COLLIER COUNTY AIRPORT AUTHORITY. with administrative offices located at 2005 Mainsail Drive. Suite 1. Naples. Florida 34114 (hereinafter referred to as the "Authority"). and Global Flight Training Solutions. Inc.. a corporation duly organized tinder the laws of Florida (the "Tenant") (the Authority and Tenant are coltectivcl) referred hereto as the "Parties"). The Panics hereby mutually covenant. agree and promise as follo4A s. E. PARTIES 1.110. Authority's address.telephone number and email arc: Collier County Airport Authority 2005 Mainsail Drive. Suite 1 Naples. Florida 34114 Ann: Andrus Bennett.CM. Executive Manager Phone: 2_39-252-8425 Email: Andrew,Bennetv"ricolliercountytl.goc I'he Tenant's address. telephone number and email are: Global Flight Training Solutions. Inc. 165 Airpark Boulevard Immokalee, Ft. 34142 Phone: 941-291-9772 Email: victor!Fuglobalflighttrainingsolutions.com 2. PURPOSE. The purpose of this Lease is to lease a parcel of land (the "Premises"). located on the lmmokalee Regional Airport (the "Airport"). as more particular!) described and shown in Exhibit "A" attached hereto and made a part hereof. on which Tenant covenants. agrees, promises and intends to construct improvements as required and approved h) the Authority. The Authority's representative for purposes of this I.case is its Executive Airports Manager(hereafter. the"Airports Manager"). 3. STATEMENT OF LEASE. In consideration of the payment of rent and the faithful performance by Tenant of the terms. conditions. and covenants herein contained. Authority does hereby lease to Tenant the Premises together with an) improvements now existing or hereafter constructed thereon. as shown and described on Exhibit"A." 4. LEASE TERM. The Premises arc leased to Tenant for a term of forty (40) years (the "Lease Term"). which shall commence upon the I i ective Date and shall continue uninterrupted for a period of forty(40) years thereafter, unless the Lease "term shall he sooner terminated 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 pact by Tenant for the Premises shall he $15.546.30 annually (the "Base Rental" at S .11 per square foot). which shall be paid in equal monthly installments of$I.295.53, plus applicable sales tax. currently 7% or $90.69. for a monthly total payment of 51.386.21 (the "Rent"). and shall he due and payable by the first day of every calendar month during the term hereof(the "l)ue 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 he 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 he 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 l.casc commences on a day other than the first day of the month. the Tenant shall pay rent equal to one thirtieth ( I.'30th) 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 he less than the Base Rental. The Authority and Tenant. however. agree and stipulate that the lease rental rate may he 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 tinned States Department of Labor. Bureau of Labor Statistics. Consumer Price Index (the index for LI.S. City A%erage far Urban consumers). C. Commercial Operating Fee. In addition to rent. Tenant will pay an annual Commercial Operating Fee. currently S200 annually. per the Authority's published Rates & Charges, which may he 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. h. 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 he paid or delivered under the provisions of this Lease 7 1 6 G 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. l3. Interest Due. If Tenant fails to promptly pay, when due. any full installment of Rent or any other sum payable to Authority under this (.ease. 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 live percent (5%) 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. %%hich interest shall he promptly paid by I enant 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 1..ease 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 he a lesser amount than than paid by Tenant at the expiration of the initial forty (40) year Lease Term. and it should he anticipated to be a substantially greater amount. The Authority shall notify Tenant of its decision whether to lease the Premises tiillowing the expiration of the Lease Term at least two (2) year prior to the end of the Lease Term. unless a shorter notice period is agreed upon by the Parties. The right of first refusal may not be assigned. 8. CANC:ELLATiON. The Authority reserves the right to cancel and terminate all 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 ss ithin 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 he limited per the caps provided in F.S. 768.28. 13. 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 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 he 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 (.ease 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 I langars. 'Tenant agrees that the Premises shall be used only for the construction (in accordance w ith plans and specifications designed in accordance with Federal As iation Administration (FAA)/Airpo t 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 arc permitted non-exclusive use of all runways. taxiways. taxi lanes, roads, rights-of-way and driveways to and from the Premises in common with other airport users. Tenant and its permitted assignees, subtenants. agents,employees and customers have the right to free access. ingress to and egress from the Premises. The Authority may. at any time, temporarily or permanently close or consent to the closing of any roadway or other right-of-way for such access, ingress to and egress from the Premises presently or hereafter used as such. in such a case. a means of access, ingress and egress reasonably equivalent to that formerly provided shall be substituted and concurrently made available. C. Exclusive Use of Premises for 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 - 16G1 approved assignees, subtenants alway s 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. lithe 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 he 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 4 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. StatutorvComplittn,c. 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. hut 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. I. 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 be 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 List 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 sccurit> requirements townrk 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 if' so removed must he 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 he 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 tLot 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 acknow ledges that no representations as to the condition of the improvements, structures. paying. 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 - 16G1 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(I) Tenant or Authority does so »ithin seventy-ti%e (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: (I) air conditioning (IIVAC) systems (if applicable): (2) doors. including the hangar doors. and hardware; (3) electrical systems: (4) elevators (it' applicable): (5) exterior lighting systems:(6)signage; (7) fire sprinkler systems(if applicable); (8) security fences; (9) landscape/sprinkler systems:(10)moisture penetration: (I 1)mold/mildew incursion;(12)paving(parkine. 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 arc 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 - 16G1 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 sec 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. MI 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 Tenant's work crews,or work crews of other parties authorized by Tenant arc 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 Lease. the Tenant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U S.C. 1324. et seq. and regulations relating thereto. as either may be amended. Failure by the Tenant to comply w ith 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 indiv iduals 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 e{ieibilit) verification requirements. Tenant is required to enroll and comply with the F.-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 Ei-Verify Company Profile page or a copy of the fully executed E-Verify Memorandum of Understanding for the company. Additionally, the Tenant shall require all subcontracted contractors working at the Airport to use the E-Verify system for all purchases except: (1) 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 (L:-Verily) program visit the following website: litbi_'y��+��tlli'.o�tl=-Verit.) 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. - R - 16G1 Tenant further agrees that all right and title to any alterations. additions and improvements made to the Premises during the Lease Term shall vest in the Authority upon termination of the Lease, shall not he removed. and shall remain on the Premises as the property of the Authority upon the expiration or termination of this Lease. To that end, all common infrastructure funded and built in accordance a ith the Tenant's construction plans as approved by the Authority but outside the leased Premises, including but not limited to gates. fencing. an access roadway extending to the proposed Terminal parking lot and other common area improvements. shall be turned over to the Authority upon the completion of construction with all right and title vesting upon termination of the Lease. It is further agreed that the Authority is not responsible for reimbursing the Tenant for its investment in any modifications. additions. improvements, structures, fixtures or equipment on the Premises. Tenant agrees that upon the expiration or sooner termination of this Lease. Tenant shall deliver up the Premises to Authority peaceably. quietly and in good order and condition. ordinary wear and tear excepted. 13. HANGAR FACILITY CONSTRUCTION. Tenant shall construct upon the Premises. at its sole expense and in compliance with all the terms and conditions of this Lease. three (31 steel buildings consisting of aircraft hangar units. including office space and/or related aviation facilities, in strict accordance with plans and specifications approved in writing by the Authority. As part of the consideration for entering into this Lease. the'Tenant commits to constructing the three(3)hangar units for its aeronautical business operations, as follows; Building 1: Aircraft Storage Hangar, 10.000 SF. including office and restroom Building 2: Aircraft Storage Hangar. 10.000 SF. including office and restroom Building 3: Aircraft Storage I fangar, 10.000 SF. including office and restroom Tenant agrees that Tenant shall commence the construction of the approved Building I improvements within 18 months from the Effective Date of this Lease and shall commence the construction of the approved Buildings 2 & 3 within 24 months from the Effective Date of this Lease. In the event Tenant has not commenced the construction of the approved improvements within 24 months from the Effective Date of this Lease. this Lease shall terminate. and the Authority shall retain all funds paid to it by the Tenant. Tenant shall. in addition. he liable for any other damages sustained by the Authority because of Tenant's failure to comply with this provision oldie Lease. Prior to commencing construction of improvements on the Premises. the Tenant shall comply with all the following provisions: A. Commencement. Within six (6) months of the Effective Date of this Lease. Tenant shall deliver to the Authority all drawings. plans and specifications for construction of the improvements contemplated to be constructed on the Premises at 'Tenant's cost, which shall include 30%. 60% and 90% engineering design phase plans. with a proposed schedule of completion of construction. Within thirty (30) days of receipt thereof. the Authority shall either notify Tenant of its approval of the proposed plans and specifications or reject the proposed plans and specifications with recommended revisions. The Tenant shall prepare revised plans and specifications. consistent with the Authority's recommendations, Tenant shall have the option of resubmitting to the Authority revised plans and specifications, incorporating the Authority's recommended revisions. within thirty (30) days of Tenant's receipt of the Authority's recommended revisions; or. of terminating this Lease. If revised plans and - 9 - 16G1 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 Counts. 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 he 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 he 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 swithout the prior written approval of the Authority's Airports Manager). B. Performance Bond or L.etter 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 he 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 forrn and substance satisfactory to the Authority. (iv)guarantee the full and faithful performance attic construction and completion of all improvements(and payment to all persons supplying contractor labor. materials and supplies used directly or indirectly in the prosecution ol'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 materiahnen 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: (si) specify that in default of such completion and payment. such part of the amount of the surety as shall he 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 hamiless. 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, - )0 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 Surves. 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 front the Collier County fir. 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 Accep ice. 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. F,nginecrine,. 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. lf. 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 he installed underground. unless agreed to in writing by the Authority and waived by any approving utility- authority or agency. The Authority may negotiate with 1 errant for the over sizing or extension of utilities to serve other parcels on the Airport. I. Foyle_; 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 tnicks, 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 he dedicated for common use allowing ingress and egress to the Airport for tenants and other authorized persons. for at least the forte-year term of the Lease. J. Finish Site Grading. tenant shall perform,at tenant's expense, all finish grading of the Premises. - il - 1 6 G 1 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.O0) without the Authority's prior written approval. which approval may he approved. denied. delayed or conditioned in the Authority's sole absolute discretion IS. 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 I.case. during the Lease Term. including: A. Airport Leasing Policy. Tenant shall observe and comply with the Authority's Leasing Policy, as from time to time amended. and on file in the office of the Airports Manager (hereafter. the "Lease Manual"). The Lease Manual is incorporated into this Lease and by reference made a part hereof. Tenant acknowledges that it shall be bound by the terms of the Lease Manual, as of the I" day of the second month the Tenant receives a copy of the Lease Manual or an amended Lease Manual. With respect to any terms in this Lease Agreement that conflict with the Lease Manual, the (.ease Manual shall control. R. 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 arc 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 from time to time he 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 • 16G1 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 he 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. 13. Care of Aircraft. The responsihilit) for setting brakes. placing chocks. or otherwise securing any aircraft is sole') 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 Ilazards. 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 h) aircraft. trash or refuse accumulation. vibration. prop-wash, or jet blast,or which is hazardous or dangerous by reason or risk of explosion. tire. 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 am other information as ma.s 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 he 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. t9. 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. an, 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 he maintained in good condition and must he repainted or treated when reasonably required to preserve the structure and to maintain high standards of appearance at the Airport. All maintenance. repairs. and replacements must be of a quality substantially equal to the original materials and workmanship. Any changes in exterior paint colors are subject to prior written approval of the Airports Manager, C, Repair upon Notice of Authority. In addition to Tenant's obligations under Section 1 I.L. 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. U. 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 pros ided herein, shall have the right to enter on to the Premises and effect such repairs and recover one hundred ten percent (1 l0%) 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. Solid 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 he 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 he 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. Ii. 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 - 16G1 1. 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. J. Sewer Service. The Tenant shall pay the expense of providing sewer serl ice 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. lmmokalee 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 line. The Tenant's portion of the fence line shall he 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 line 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 I'm 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 arc 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. - I5 - 1 6 G 4 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. interne% and other services. Tenant shall have the pri►ilege. at its expense. to access the water. storm water management. electrical. and phone utility service facilities during the tcrnt 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.Count). State and Federal) required for the conduct of its activities at and upon the Airport and Premises. II' at an time during this !.ease. 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►►ilk the rental payments required hereunder: provided. however. that l enant 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 ►►ith all Collier Count) 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 tier 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 he 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 ►►aiver of the pros isions tinder this Lease. The Authority shall have the absolute right to review all sublease agreements. which shall incorporate and include the Airport (.ease Manual and all Authority policies. rules and regulations. and all the same conditions that 'tenant owes to the Authority in this Lease. - 16 - _ _ _ 1 6 G 1 On an annual basis commencing upon the Fflectise Date of this lease and to he 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 A\uthority: 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-live (45) days from receipt of the aforementioned written offer fromTenant within which to exercise its right of first refusal, in writing, or it shall he deemed to have been waived by the Authority. Failure of Tenant to comply with the foregoing shall he deemed a default under Section 24 of this Lease. C. Exception: The subleasing of storage space to aircraft owners or operators for the storage ot'their aircraft on the Premises and/or the subleasing of office space on the Premises shall not he 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 arc subject to the review and prior written approval by the Airports Manager of the Authority (and such approval may he 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 arc 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. E. Assignment of Rent Due. Tenant has the right to assign. sublease or transfer. or - 17 - 16G1 allow others to occupy or use. portions of the Premises subject to the Icons and conditions of this Lease. If Tenant.or any assignee.subtenant or transferee of Tenant(or any occupant or user of any portion of the Premises), is in default or otherwise violates any terms or conditions of this Lease. and fails to cure the default or violation within ten (10) days of receiving written notice from the Authority. Tenant and such assignee. subtenant or transferee (or occupant or user) immediately and irrevocably assigns to the Authority, as security for the obligations under this Lease. all rent from any assignment. subletting or transfer (or occupancy or use) of all or part of the Premises. The Authority, as assignee for Tenant, or a receiver for Tenant appointed on Authority's application, may collect the rent and apply it toward Tenant's obligations under this l..case. F. Assignment Relieves Tenant. Upon a valid assignment of this Lease approved in writing by the Authority. but not upon a sublease, encumbrance or other transfer, the Tenant may, at the sole discretion and written consent of the Authorit}. he relieved of all obligations and liabilities arising from this Lease effective as of the dale of such assignment. G. Assignment by Authority, Authority may assign. hypothecate. mortgage. pledge or otherwise encumber its interest in this !.case and may employ outside management services for lease administration to the extent allowable by law. 25. INDEMNIFICATION AND DEFENSE. To the maximum extent permitted by Florida law. Tenant covenants and agrees to save and hold harmless and indemnify the Collier County Board of County Commissioners, the Authority and the Authority's past and present commissioners, directors. managers. employees. agents. insurers. attorneys, representatives. successors. and assigns. in both their individual and representative capacities, of, from and against any and all liabilities. losses. damages. costs. expenses, causes of action. suits. penalties, claims, demands, and judgments of every kind and nature. including. without limitation, attorneys' fees and expenses of defense(through all appeals).arising out of or in connection with: A. any act. error or omission of Tenant or Tenant's personnel. employees. subtenants. agents,suppliers. subcontractors. licensees. invitees or trespassers: B. the performance of this Lease: C. the failure to fulfill any obligations ol'Tenant under this Lease: and D. the use and possession of the Premises. The Authority shall select its own counsel and Tenant shall reimburse the Authority for all reasonable attorneys' fees and costs. The indemnification obligations under this Section shall survive the Lease termination. This Section shall also pertain to any claims brought against the Collier County Board of County Commissioners. the Authority and the Authority's past and present commissioners. officers, employees. agents. insurers, attorneys. representatives. successors. and assigns. in both their individual and representative capacities. by- 'Tenant. any of Tenant's personnel. employees, agents. suppliers. subcontractors, licensees. 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, sufficient insurance protection. - 18 - 16G1 26. INSURANCE REQUIREMENTS. A. Insurance Coverage. (1) Property Insurance - Tenant agrees to secure and maintain in force at its expense. a property insurance policy to include "Special Form" coverage. including Windstorm. Flood. Vandalism, and Malicious Mischief covering the Premises Building and Real Property and all improvements thereon and Personal Property/Contents thereof for full replacement value. If Flood insurance is not available within the Property coverage. and the Improvements on the Premises are located within a Special Flood I larard Arca. 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 S1.000.000 per occurrence/52.000,000 aggregate. Coverage will extend to any vehicles or equipment that arc 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 he insured for a minimum of S1.000.000 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.l?olicl. 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 a ithout 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 shoeing 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 tease is extended. Authority has the right to request copies of any policies required under this Sect ion, D. Form of'Policies. All policies of insurance required under this Section must he in a standard form and written by qualified insurance companies satisfactory to the Authority. Insurance carriers must maintain throughout the tenn 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 - 1 6 G 1 (I) Certificate i folder. Additional Insured. and Loss Payee shall he listed as: "Collier County Airport Authority,-at its address. 2005 Mainsail Orite. 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 negiigence. 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 notilj 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 l;y idencelCertiticate 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 hut are 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 tiny way directly. indirectly, contingently. or otherwise affects or might affect the Authority. and the Authority shall ha%c the right to participate in the defense of the claim to the extent of its interest. F. Lapse of Insurance Coverage. If 'i'cnant 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 he construed to create an obligation For Tenant to pay a usurious rate of interest to the Authority. from the time of payment. which shall he added to the rental becoming due. and shall he 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. yeithout 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- 16G1 27. ACCESS TO PREMISES. Tenant agrees to alloys the Airports Manager, and other duly authorized representative or agents of the Authority. access at all reasonable times to the Premises to examine or inspect the Premises. Upon the expiration or termination of this Lease for any reason, Tenant shall vacate the Premises and deliver immediate possession of the Premises to the Authority. 28. SURRENDER DAMAGES. A. Personal Proncrty. Upon termination or expiration of this Lease. provided all amounts due to Authority have been paid. Tenant shall have the right and responsibility to remove all its personal property exclusive of fixtures that it has maintained on the Premises. which removal shall be accomplished no later than the termination or expiration date of this Lease. Electrical and plumbing facilities, air conditioners and other permanently installed fixtures shall not he 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(10)days after written notification to Tenant of such failure; _ 2l - 16G1 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 l.aw. 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(10)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 s iolation. 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 perlurm the obligations of I'cnanl hereunder. such trustee or Tenant shall. in such time period as may he 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: I L Attachment. The attachment. execution or other,judicial seizure of this Lease or all or a part of Tenant's assets located at the Premises. if such attachment or other seizure remains undismissed or undischarged for a period of ten(10)days after the levy thereof: I. Insolvency. The admission by Tenant in writing of its inability to pay its debts as they become due. the filing by Tenant of a petition seeking any reorganization.arrangement. composition. readjustment. liquidation. dissolution or similar relief under any present or future statute. law or regulation. the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding or. if' within thirty (30) days after the commencement of any proceeding against Tenant seeking any reorganization. arrangement. composition. readjustment. liquidation, dissolution or similar relief under any present or future statute, law or regulation.such proceeding shall not have been dismissed: and J. Pollutants. Any release by Tenant of pollutants, contaminants or hazardous materials on or from the Premises. -22 - 16G1 30, AUTHORITY'S REMEDIES The following shall constitute the Authority's remedies upon the occurrence of any event of default set forth in Section 29 herein (provided. however. the following remedies are not exclusive; they are cumulative and in addition to any other remedies now or hereafter alloyed by law or equity): A. Termination. If an event of default under this !.ease 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: 13. Continuation After Default. Even if Tenant has breached this Lease and/or abandoned the Premises, at Authority's option. this Lease may continue in effect, and Authority may enforce all of its rights and remedies under this (.ease, including. without limitation, the right to recover lease rental as it becomes due hereunder: and the Authority. without terminating this !.ease. 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 frcnn 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 !case 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 he entitled tinder applicable law. Authority shall he 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 !,case alter 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 - 16G1 The amounts referred to in (I) and (2) shall he computed with interest al the rate of eighteen percent(I X%) 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 tinder 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 lire. hurricane. flood or other casualty. then the following w ill 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 filly 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 ‘+ill 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 acknow ledges 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 - 1 6 G 1 35. AIRCRAFT HAZARDS. A. Self-Help by Authority. Tenant acknowledges and agrees that the Authority reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent Tenant from erecting, or permitting to he erected. any building or other structure on or adjacent to the Airport which. in the opinion of the Authority, would limit the usefulness of the Airport or constitute a hazard to aircraft. 13. Navigational Aids. file Authority reserves the right during the Lease Term. any renewal thereof, or any extension. to install air naviggational aids including lighting. in. under and across the Premises, at the Authority's expense The Authority agrees to give Tenant no less than ninety (9O days' notice of its intention to install the air navigational aids. 36. OBSTRUCTIONS. Tenant expressly agrees for itself. its successors and assigns. to restrict the height of structures. objects of natural growth and other obstructions on the Premises to such height as to comply with Federal Aviation Regulations, Part 77. 37. CONDEMNATION. A. Lease Termination. It'. at any time during the term of this Lease, the Authority's possession or rights are terminated, or the entire or substantially all of the Premises shall be taken in condemnation proceedings or by an right of eminent domain. then this Lease shall terminate and expire on the date of such event and the lease rental and other charges payable hereunder shall he apportioned and paid to the date of such event. For purposes of this Section. "substantially all of the Premises" shall be deemed to have been taken if the remaining portion of property cannot be practically and economically used or converted for use by Tenant for the purpose permitted by this I.ease. 13. Compensation. Nothing herein shall waive any right that Authority or Fount may have concerning any rights to be compensated litr the appropriation or taking of'property or rights by condemnation. 38. NONDISCRIMINATION The Tenant. for itself. its officers. successors in interest. and assigns. as a part of the consideration hereof. does hereby covenant and agree that in the event the improvements on the Premises arc operated for a purpose for which a Department of Transportation ("DOT") program or activity is extended or for another purpose involving the provision of similar services or benefits, the Tenant shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to 49 CFR Part 21, Nondiscrimination in Federally-assisted Programs of the DOT, and as those regulations may be amended. The Tenant for itself. its officers, successors in interest. and assigns.as a part of the consideration hereof, does hereby covenant and agree that: A. no person on condition of race, color. or national origin. shall be excluded from participation in, denied the benefits of. or he otherwise subjected to discrimination in the use of the Premises. -25 - 16G1 Everi ry gw; 410314::- Company ID Number: 1659268 B. TERMINATION 1. The Employer may terminate this MOU and its participation in E-Verify at any time upon 30 days prior written notice to the other parties. 2. Notwithstanding Article V, part A of this MOU, DHS may terminate this MOU, and thereby the Employer's participation in E-Verify, with or without notice at any time if deemed necessary because of the requirements of law or policy, or upon a determination by SSA or OHS 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 OHS may adjust verification responsibilities between each other as necessary. By separate agreement with OHS, 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 OHS or SSA policy, including but not limited to, Page 11 or 17 E-Verify MOU for Employers I Revision Date 06101/13 1601 EVenly 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 DHS may subject the Employer, Its subcontractors, its employees, or its representatives to: (1) prosecution for false statements pursuant to 18 U.S.C. 1001 and/or; (2) immediate termination of its MOU and/or; (3) possible debarment or suspension. G.The foregoing constitutes the full agreement on this subject between DHS and the Employer. To be accepted as an E-Verify participant, you should only sign the Employer's Section of the signature page. If you have any questions, contact E-Verify at 1-888-464-4218. Page 12 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 16G1 Everiry 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) JTitle USCIS Verification Division Signature Date Electronically Signed 03/24/2021 ( Page 13 of 17 E-Verify MOU for Employers I Revision Date 06/01113 16G1 E-Verily Company ID Number: 1659266 Information Required for the E-Verify Program information relating to your Company: Global Flight Training Solutions INC Company Name 185 Airpark Blvd Immokalee, FL 34142 Company Facility Address Company Alternate Address County or Parish COLDER 11 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-Verily MOU for Employers I Revision Date 06/01/13 1 6 G 1 E-Verily Company ID Number: 1659288 Are you verifying for more than 1 site? If yes, please provide the number of sites verified for In each State: FLORIDA 1 site(s) Page 15 of 17 E-Verify MOU for Employers I Revision Date 06/01/13 1 6 G 1 iGa+t Veri y if4" 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 victors©globalflighttrainingsolutions.com Name Victor C Costello Phone Number (914)291 -9772 Fax Number Email Address victorigglobalflghtsolutions.com Page 16 of 17 E-Verlfy MOU for Employers I Revision Date 06/01113 16G1 EVenly Company ID Number: 1659266 Page intentionally left blank Page 17 of 17 E-Verity MOU for Employers I Revision Date 06/01/13 tCiitI 16G1 Exhibit "0" LCERTIFICATIi OF LIABILITY INSURANCE:1 t{ f is Ar 1 6 G 1 STARR COMPANIES @06A1.4151 W,! WYE.41MENI, 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(tea) listed herein have been Issued providing coverage for the listed-insured as further described. This certificate of insurance Is not an insurance policy and does not emend,extend,or alter the coverage afforded by the pollcy(tes)listed herein. Notwithstanding any requirement, term or condition of any contracts or other document with respect to which this certificate of Insurance may be concerned or may pertain,the Insurance afforded by the pa icy(les)listed on this certificate Is subject to all the terms, exclusions, and conditions of such pollcy(tea). Aviation Commercial General Liability Limits of Insurance Each Occurrence Limit $ 1,000 000. Damage to Premises Rented to You Limit $ 25,000. Any one premises Medical Expense Limit $ 5,000. Any one person Personal & Advertising Injury Aggregate Limit $ NOT COVERED General Aggregate Limit $ $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) Ih 1w_ By ff Starr 10058 (6/06) (Au orized Representative) 16G1 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 #1 NAPLES, FL 34114 Information ra•uired to com•Iete 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. 1 00028 1 094-01 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) 16G1 EXHIBIT "B" Amendment to Contract with attached Contract for Partial Assignment of Lease dated December 22, 2022 (the"Sublease Agreement") is 12 1 6 G 1 Amendment to Contract Whereas,Global Plight`Raining$ohntalto, Inc,, a Norlda Cori nrnllan("Assignor"or"t n's") and Stnolneh,LLC,A l'lurldn limited liability company("Aksignuu"or"Sntolueh")amerd into u Contract for Partial Assignment of[AMC for Ihmgar12 3 dated bot;omber22,2022("Conlmct") Now Therefore,the Assignor and Assignee amend the Contract as follows: 1, The Contract for Partial Assignment of Lease will be retitled to be the "Sublease Agreement"with OPTS as the tenant under that Lease with the Collier County Airport Authority dated May I I,2021 end with Smolech as Subtenant to 011's with regard to Hangars 2&3. (Sec Exhibits I and 2,attached), 2. Sntolnch may assign its rights ns Sttbtcnent,subject to approval by GFTS and the Collier County Airport Authority as Lessor,which npprovnl shall not ho uttrensonnbly withhold, 3, All other Icons of the Contract for Partial Assignment(now referred to as the Sublease Agreement)shall apply. MI other terms and conditions of the attached contract shall remain the same. ASSIGNOR/TENANT: Global Plight Training Solutions,,a Florida corporation BY: Bryan Noble,VI President • STATE OP 7'7_04 Dim) COUNTY OF Co The foregoing instrument was acknowledged before me,by means of ysical presence or to online notarization,this this 9"day of re', 025 Noble,as Vice President of Global Plight Training Solutions, Inc,, who i ersonally known to me r who presented as ldentificatio e an oa a• hYPi JENNIFERTENNEY N Public S' MY COMMISSION tr HI-1•149760 , ,.-;1: EXPIRES:October 26,2025 - ''hBOFf��`'• Bonded Thru Narary Publlc Undorurxere � Notary Public Printed Name (RUBBER STAMP SEAL) ASSIGNEE/SUBTENANT: Smolach,LLC,a Florida limited liability company • By: �QQ'lc'�' vvt . 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Whereas,there is a certain Lease dated May 11, 2021 between Assignor and Collier County Airport Authority("Lessee") for a term of forty(40)years(the"Term"),beginning on the Effective Date of May 11,2021 (the"Lease"); and Whereas, the Lease covers the entirety of the property described on Exhibit A of the Lease, which Lease is attached hereto as Exhibit A,however,the Assignor has agreed to assign to Assignee the portions of the Lease known as Hangers 2 &3 as described in Exhibit B attached hereto for the remainder of the Term beginning no later than sixty days after the Certificate of Occupancy is issued; and Whereas,Assignor will contract for the construction of Hangers 2 &3 per the specifications and plans provided to Assignee and in material compliance with the plans attached hereto as Exhibit C. The Lessee, Collier County Airport Authority,shall sign the Notice of Commencement, and be served with any Notice to Owners. Per the terms of the Lease and Florida law,the Assignor shall contract directly with the Contractor and pay for the construction of all improvements on the property directly to Contractor; and Whereas, Assignor will be the leasing agent without any commission and guarantee leases of per year of at least$131,625.00 per hanger(at least$263,250.00 total)/per year(6.75%of 1.950 million for each hanger,per year)for the 3 years following the Partial Assignment of Lease. If the gross leases do not equal the guaranteed amount,the Assignor will pay the difference to Assignee. The Assignees will have to sign and serve as Lessee on each Lease presented. No commissions or fees will be charged by Assignor as this is part of the consideration of this Contract; and Whereas, Assignee has agreed to pay a total fee of Three Million,Nine Hundred Thousand Dollars($3,900,000.00)in consideration of the Assignment of the Lease for Hangers 2 &3, as improved by completed constructed hangers and with guaranteed leases for 3 years following the Assignment. Whereas,Assignor desires to assign to Assignee,and Assignee desires to assume, all of Assignor's rights and obligations as Lessor under the Lease,with the consent of Lessee, for Hangers 2 &3. Therefore, in consideration of the mutual covenants contained herein and other valuable consideration received, and with the intent to be legally bound, the parties agree as follows 1. Assignor hereby agrees to assign the portions of the Lease related to Hanger 2&3 and all of its right,title and interest thereunder to Assignee. Assignee hereby agrees to accepts such assignment. Assignee shall have all of the rights and duties of Assignor under the Lease. 16G1 2. The Lease shall be assigned on or before sixty(60) days following a Certificate of Occupancy being issued for the Construction of Hangers 2 &3. 3. Assignee hereby assumes and agrees to be bound by all of Assignor's obligations under the Lease, Assignee shall perform all the terms,covenants and conditions of the Lease as Lessor, including paying rent per the terms of the Lease proportionate for Hangers 2 & 3 of the Lease for the remainder of the Term of the Lease, The Assignee shall use the premises for the purposes allowed under the Lease. 4. Assignor shall contract for and shall make all payment to the Contractor for the construction of Hangers 2 &3 materially per the specifications attached hereto as Exhibit C. The Construction Contract shall be directly between Assignor and Contract,with joinder of the Lessee,as required by Florida law. Assignor shall be responsible for all construction costs of the Hangers per the agreed specifications, even if the costs exceed Three Million,Nine Hundred Thousand Dollars. 5. Assignee shall pay the Assignment price of Three Million, Nine Hundred Thousand Dollars ($3,900,000.00) as follows; a, 1 Million,Two Hundred Thousand Dollars($1,200,000,00)upon signing of this Contract for Partial Assignment of Lease b, 'A million($500,000.00) every 40 days until a total of Three Million,Nine Hundred Thousand($3,900,000.00) has been paid c. The funds shall be held in Trust by GFTS and shall be applied towards the Construction until the Certificate of Occupancy is issued, Once the Certificate of Occupancy is issued, all remaining funds shall belong to Assignor as Consideration of this Assignment and the terms herein. 6. This Assignment shall be binding upon and shall inure to the benefit of the parties and their respective heirs,legal representatives, successors and assigns. 7, This Assignment shall be approved by the Lessee per the terms of the Lease. 8. Assignee may assign this Agreement with the consent of Assignor, which consent shall not be unreasonably withheld. ASSIGNOR: Global Flight Training Solutions, Inc. By: STATE OF FLOR A COUNTY OF COLLIER The foregoing instrument was acknowledged before me,by means ofysical presence or o online notarization, this this 0 day off 10,/trnk , 2022,.by_B oble, as Vice President of Global Flight Training Solutions, Inc., who i er .onally known to me or who presented as identification and did take an oatti 1."" �, JENNIfERT&NNEY �� I.`i* MY COMMISSIONI{HH 149780fa ub11C S re EXPIRES:October 28,2025 Bonded Thru Notary POO Undenvrfter9 fly\ -T-e Notary Public Printed NameU (RUBBER STAMP SEAL) 1 6 G 1 ASSIGNEE: lk Smolach,LLC q(g.,,,,,,,,, ..yn. STATE OF COUNTY OF � t The foregoing instrument was acknowledged before me,by means of o physical presence or o online this day ay of y 2022, y as of Smolach LLC, who is persona Iy known to me or who prevented as identification and dib (did not)take an oath. i Notary Public Sinature_^ _ (NOTARY STAMP SEAL) Notary Public Prihted Name •••® ®®•®®®. ''•...4.®.®®..4;s 0 MICHAEL MORRISSEY - NOTARY PUBLIC 0 0 • Comissioned for Life40 4> NOTARIAL CERTIFICATE : I, Michael Morrissey, Notary Public hereby certify 4, that this document(s) is a true and accurate copy of the® origi al pres nted beor me by ... ....... .... _ A , On the a,-,clay of... .. .... .20..... .2 0 ..2. 0 Whose identity(s) has been established to® my satisfaction. 0 ® IN FAITH AND TESTIMONY, I have hereunto • subscribed my name and affixed my ® s ,off" 'al Seal f ffice. Michael Morrissey 0 ' ' Mmorrissey1 ® '►�., %.% �, ©gmail.com .` 3:Tel: 00 353 868278030 `� —~:, �, �> ray, For the County and the City of Dublin and ® 1 � 'Counties Kildare, Wicklow and Meath, IRELAND %! `q- e e Jue r�j, I . yV