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Agenda 03/10/2026 Item #16G 2 (Approve the forty (40) year Phase One Land Lease under the Master Development Agreement between Global Flight Training Solutions (GFTS) and Collier County Airport Authority)3/10/2026 Item # 16.G.2 ID# 2025-4887 Executive Summary Recommendation to approve the forty (40) year Phase One Land Lease under the Master Development Agreement between Global Flight Training Solutions (GFTS) and Collier County Airport Authority for approximately 103 acres of land at the Immokalee Regional Airport (IMM). OBJECTIVE: To approve the forty (40) year Phase One Land Lease under the Master Development Agreement between Global Flight Training Solutions (GFTS) and Collier County Airport Authority for approximately 103 acres of land at the Immokalee Regional Airport (IMM). CONSIDERATIONS: On June 17, 2024, Invitation To Negotiate (ITN) No. 24-8268 Immokalee Regional Airport Development Opportunity was advertised with the purpose of soliciting proposals from any proposer(s) interested in leasing all developable vacant property (approximately 500 acres) located at the Immokalee Regional Airport. The ITN closed on July 2, 2024, at 3:00 pm. Five voting members of the Selection Committee were appointed, and only one sealed proposal was received. Global Flight Training Solutions, Inc. (GFTS) was found to be responsive and responsible by procurement and the committee. Negotiations ensued, and a Master Development Agreement (MDA) was crafted to identify the five areas of opportunity (phases) and to address the timing, purpose, and restrictions of each development phase. At the August 26, 2025, Board of County Commissioner's meeting (Item 16.G.1.), the Board authorized the team to prepare the Master Development Agreement (MDA) which was approved and executed by the Board of County Commissioners on December 9th, 2025 (Item 16.G.3.). Under the MDA, GFTS has identified approximately 103 acres of IMM Airport undeveloped land, adjacent to the south- east edge of Runway 9-27 and east of Runway 18-36. This area was specified in the MDA as Phase One. The proposed Phase One land lease identifies the proposed locations and sizes of sixty-four (64) steel buildings consisting of aircraft storage hangar units, including optional office space and/or related aviation facilities, in strict accordance with plans and specifications to be approved in writing by the Authority. As part of the consideration for entering into this Lease, the Tenant commits to constructing the 64 hangar units for its aeronautical business operations, as follows: Buildings 1 - 52: Aircraft Storage Hangars, 12,000 SF (100' x 120') Buildings 53 - 60: Aircraft Storage Hangars, 36,000 SF (120' x 300') Buildings 61 - 62: Aircraft Storage Hangars, 30,000 SF (120' x 250') Building 63: Aircraft Storage Hangar, 24,000 SF (120' x 200') Building 64: Aircraft Storage Hangar, 48,000 SF (120' x 400') This lease represents the largest single leasehold project at the Immokalee Regional Airport. This item is consistent with the Collier County strategic plan objective infrastructure and asset management by developing and utilizing partnerships to ensure that government facilities meet public expectation and responsible governance by safeguarding taxpayer money by promoting fiscal stewardship and sound budget oversight. FISCAL IMPACT: The rental rate of $0.22 per square foot is for 4,511,945 square feet. This is $992,627.90 annually or $82,718.99 monthly. The revenue will be credited to Fund 4090 Collier County Airport Authority under revenue account 192330 Immokalee Regional Airport (IMM). Payment of the monthly rent is to commence within 90 days after the execution of the lease for Phase One. GROWTH MANAGEMENT IMPACT: This item is consistent with Section B: Intermodal & Multimodal Transportation, Subsection 2: Aviation of the Transportation Element of the Growth Management Plan. LEGAL CONSIDERATIONS: 3/10/2026 Item # 16.G.2 ID# 2025-4887 This item is approved as to form and legality and requires a majority vote for Board approval. — SAA RECOMMENDATION(S): To approve the forty (40) year Phase One Land Lease under the Master Development Agreement between Global Flight Training Solutions (GFTS) and Collier County Airport Authority for approximately 103 acres of land at the Immokalee Regional Airport (IMM) and authorize the Chaiman to execute the lease. PREPARED BY: Bryant Garrett, AAE - Executive Airports Manager ATTACHMENTS: 1. Item #16G3 Fully Executed Global Flight Training Solutions GFTS Master Development Agreement December 9, 2025 2. Airport Leasehold Agreement GFTS ITN CAO Stamped Signed by GFTS (Tenant) ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 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 Addressees (List in routing order) Office In' 'als Date 1. County Attorney Office CAO l 2. Board of County Commissioners Office BOCC Sy z 3. Minutes and Records Clerk of Court's Office 4. Send signed copy to Bryant Garrett bryant.garrett@collier.gov Collier County Airport Authority V6 PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above, may need to contact staff for additional or missing information. Name of Primary Staff Bryant Garrett, Airport Authority Cell: (801) 603-8625 239-252-8425 Contact / Department Agenda Date Item was December 9, 2025 Agenda Item Number 16.G.3 Approved by the BCC Type of Document Attached Master Development Agreement for Global Flight Number of Original 1 Training Solutions (GFTS) Documents Attached PO number or account number N/A 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? Yes, BG Airport Authority will send FDOT Grant Amendment to DOT for signature. Please do not date amendment as FDOT will date when they execute. Any questions x8425 please. 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 bv 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 final negotiated contract date whichever is applicable. 6. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's BG si nature 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 Dec.9, 2025 and all changes made during B of the meeting have been incorporated in the attached document. The County V,6.nAttorne 's Office has reviewed the chap es, if a licable. line. 9. Initials of attorney verifying that the attached document is the version approved by the BG is not BCC, all changes directed by the BCC have been made, and the document is ready for the ptiou Chairman's signature. Q. I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05; Revised 11/30/12 DEVELOPMENT AGREEMENT IMMOKALEE REGIONAL AIRPORT . THIS DEVELOPMENT AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into as of the 49tday of Dtz,_, 2025, by and between the BOARD OF COUNTY COMMISSIONERS, acting in its capacity as the COLLIER COUNTY AIRPORT AUTHORITY ("Authority"), a political subdivision of the State of Florida (the "State") and GLOBAL FLIGHT TRAINING SOLUTIONS, INC., ("Developer"), a limited liability company duly organized and validly existing under the laws of the State and authorized to do business in the State. RECITALS: WHEREAS, Authority owns and operates the Immokalee Regional Airport (the "Airport"), which is located in the unincorporated town of Immokalee, Collier County, Florida, containing approximately 1,333 acres and is operated as a general aviation airport; and WHEREAS, Collier County, on behalf of the Collier County Airport Authority, issued Invitation to Negotiation (ITN) No. 24-8268 on June 18, 2024, soliciting proposals for development of vacant property at the Airport; and WHEREAS, the Developer submitted the sole response to the ITN, was determined to be responsive and responsible in accordance with applicable procurement regulations, and was subsequently selected for award of the contract; and WHEREAS, the project will consist of the development of approximately 500 acres of certain land as set forth in Exhibit A (the "Premises"), as updated from time to time based on the Airport Master Plan per the FAA, for the construction, operation and maintenance of facilities for authorized aeronautical use and operating categories (the "Project"); and WHEREAS, Developer shall be responsible for the development of the Project and shall enter into a separate Ground Lease with the Authority for each phase of the Project. Developer may, in connection with each such phase, enter into subleases with subtenants for all or portions of the leased premises; and WHEREAS, the Authority and Developer desire to enter into this Development Agreement to undertake the development of the Project in accordance with the terms and conditions of this Development Agreement; and WHEREAS, the Recitals set forth herein are incorporated as if more fully set out in this Development Agreement. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants, agreements and conditions set forth herein, and other good and valuable consideration, the sufficiency of which is hereby aclmowledged, and intending to be legally bound hereby, Authority and Developer agree as follows: Page 1 of 12 CI?C 1. Term of Development Agreement. The term of this Development Agreement ("Term") shall commence on the date that this Agreement is executed by both Parties and delivered to each other and shall terminate forty (40) years thereafter unless sooner terminated in accordance with Section 4 hereof. 2. Uses. Approved aeronautical use and operating categories include: • Aircraft T-Hangars or Shared Use Community Box Hangars • Flight Training Service Centers • Aircraft Maintenance, Overhaul, and Parts Shop • Specialized Commercial Flying Service(s) • Specialized Aircraft Repair Services • Private Use Aircraft Box Hangars • Other uses consistent with the Authority's Minimum Standards for Commercial Aeronautical Activity Any non -aeronautical development uses, as approved by both the Authority, in its sole discretion, and the FAA, if applicable. 3. Development Parcels and Phases. The Authority shall identify multiple contiguous parcels of land for development under this Agreement. Each parcel shall be designated by a parcel number and accompanied by a survey and legal description. Developer shall be required to complete development of the Project in Phases. The Parties shall mutually determine the location and configuration of the land comprising each Phase, commencing after the completion of Phase I generally as set forth on the Current Concept Plan, attached hereto as Exhibit B. The Current Concept Plan may be revised by mutual agreement of the Parties. Developer shall execute and deliver the Phase I Ground Lease and begin construction on Phase I within eighteen (18) months following the execution of this Development Agreement, and shall diligently proceed to commence and thereafter continue the development of Phase 1. Phase 1 shall commence within eighteen (18) months following the execution of this Development Agreement and shall be completed within forty-eight (48) months following such commencement. Phase 2 shall commence within twenty-four (24) months following the commencement of Phase 1 and shall be completed within forty-eight (48) months following such commencement. Phase 3 shall commence within twelve (12) months following the commencement of Phase 2 and shall be completed within forty-eight (48) months following such commencement. Phase 4 shall commence within twelve (12) months following the commencement of Phase 3 and shall be completed within forty-eight (48) months following such commencement. Phase 5 shall commence within twelve (12) months following the commencement of Phase 4 and shall be completed within sixty (60) months following such commencement. 4. Leases. Prior to the delivery of a particular site to be developed, the Developer and the Authority shall enter into an applicable Ground Lease. Each parcel will be subject to an Page 2 of 12 Op independent lease that is separate from this Agreement. The duration of the lease for each parcel shall be determined by the level of investment made by Developer. A lease term may range from thirty (30) years for an investment of approximately one million dollars in a single building to thirty-five (35) or forty (40) years for investments of five million dollars or more in multiple hangars, at the sole discretion of the Authority. Lease rates for the duration of this Agreement will be based on either a land appraisal conducted at the time the lease is executed, or by utilizing the current Airport Rates and Charges approved by the Board of County Commissioners, as may be amended from time -to -time, whichever the Board deems appropriate in its sole discretion. Additionally, lease rates will be subject to annual adjustment in accordance with the Consumer Price Index. Renewals of leases shall be at the sole discretion of the Authority. Each lease shall define the permitted land uses specific to the parcel covered by the lease. The Airport and relevant authorities shall conduct annual inspections of the leased premises. Developer shall not sublease any portion of a parcel without obtaining the prior written consent of the Airport. Lease payments shall commence in accordance with the Airport's leasing policy, which currently requires payment ninety (90) days following execution of the lease. 5. Commencement of Development. Within twelve (12) months of the Effective Date of this Agreement, Developer shall deliver to the Authority all drawings, plans and specifications for construction of the improvements contemplated to be constructed during Phase I, with a proposed schedule of completion of construction. Within thirty (30) days of receipt thereof, the Authority shall either notify Developer of its approval of the proposed plans and specifications or reject the proposed plans and specifications with recommended revisions. The Developer shall prepare revised plans and specifications, consistent with the Authority's recommendations. Developer shall have the option of resubmitting to the Authority revised plans and specifications, incorporating the Authority's recommended revisions within thirty (30) days of Developer's receipt of the Authority's recommended revisions or, of terminating this Agreement. If revised plans and specifications are submitted to the Authority, and the Authority again rejects the revised plans and specifications, the process shall repeat itself; however, this process shall be completed within fifteen (15) months from the Effective Date of this Agreement. In the event Developer has not submitted acceptable plans and specifications to the Authority (and the Authority has approved the same in writing) within 15 months from the Effective Date, this Agreement shall terminate, and the Authority shall retain all funds paid to it by the Authority. In addition to Authority approval, Developer shall obtain at its sole cost all necessary or appropriate approvals and permits from Collier County, the State of Florida, FAA, South Florida Water Management District and all other required governmental or non -governmental agencies or parties. Notwithstanding anything herein to the contrary, Developer acknowledges and agrees that: (i) plans and specifications will not be considered approved by the Authority unless and until a complete permit set has been approved in writing by the Authority's Airports Manager (provided, however, draft plans and specifications may be submitted by Developer to the Authority and Collier County for preliminary review prior to application for approval by the Authority and any other agency whose approval is required); and (ii) all permit applications, modifications, responses to Requests for Additional Information (RAI) and other applications or correspondence to be submitted to the FAA, South Florida Water Management District and other governmental or non -governmental agencies or parties must first be sent to the Authority's Airports Manager for prior written approval. Developer understands and agrees that no communication with the South Page 3 of 12 OP Florida Water Management District concerning the Premises or the Authority's permit is allowed without the prior written approval of the Authority's Airports Manager. 6. Infrastructure Improvements. Developer shall be solely responsible for completion of the following improvements at its sole cost and expense and in accordance with the FAA - approved Master Plan, as may be amended from time to time, and Applicable Laws ("Infrastructure Improvements"); (i) all mass grading of the Project Site; (ii) completion of all roads; (iii) water, sewer and all other utility infrastructure; and (iv) all other infrastructure improvements, that in each case of items in clauses (i) through (iv) are necessary or required pursuant to this Development Agreement or Applicable Laws for the development, construction and use of the Project and each Phase under development. Infrastructure Improvements include some as are, or may be, located on lands owned by the Authority outside of the Project Site, and for which Developer is granted an easement, license or right of way as determined by the Authority and as may be reasonably required by Developer for the construction, operation and maintenance of such Infrastructure Improvements. Additionally, all off -site Improvements required to complete the Infrastructure (if any), including traffic and wetlands mitigation, and any off -site Improvements with respect to any land demised by a Ground Lease, shall be the responsibility of the Developer. Developer shall be responsible for all final grading, utility connections and additional water and water service requirements related to the construction of the Improvements. 7. Utilities. Developer shall be solely responsible, at its sole cost and expense, for obtaining, installing, and connecting all utility services necessary for the development, use, and operation of the Development Parcels. This includes, without limitation, the obligation to bring all necessary utilities (including, but not limited to, water, sewer, electricity, natural gas, and telecommunications) to the Development Parcels from the nearest available public or private utility source, and to make all necessary service connections, hookups, and infrastructure improvements required to serve the Development Parcels. Under no circumstances shall the County or the Authority be responsible for any costs, fees, permits, or work associated with the extension or connection of utility services to the Development Parcels. 8. Master Plan and Airport Layout Plan. At all times, Developer's improvements shall be consistent with the Authority's Master Plan and Airport Layout Plan, as amended from time to time, which will govern future decisions concerning the airport's geographic layout and improvements. 9. Compliance with Laws and Permits. Developer shall comply with all applicable federal, state, and local laws, statutes, ordinances, codes, rules, and regulations in connection with the development, construction, and use of the Development Parcels, including, without limitation, all regulations and requirements of the Federal Aviation Administration (FAA) and any other applicable regulatory agencies. Developer shall be solely responsible for obtaining all permits, approvals, and clearances required by such laws and regulations, and for maintaining compliance throughout the duration of the development and any subsequent use or occupancy of the property. 10. Environmental. Developer shall bear sole responsibility for compliance with all environmental requirements in connection with its developments and improvements, and the County and the Airport shall have no obligation to indemnify the Developer for any environmental conditions arising from the Developer's activities. The Developer shall not, however, be liable for Page A of 12 011) any pre-existing environmental conditions not caused or contributed to by the Developer. 11. Events of Default. (a) Any breach of a substantial and material obligation under this Development Agreement that remains uncured following the applicable notice and cure period described in Section 14 shall constitute an "Event of Default". (b) Developer agrees that the following events (subject to Force Majeure) shall constitute a breach of a substantial and material obligation by Developer under this Development Agreement: (i) if Developer shall neglect, violate, be in default under or fail to perform or observe any of the material covenants, agreements, terms or conditions contained in this Development Agreement on its part to be performed including, but not limited to, any payment obligations of Developer; or (ii) an Event of Bankruptcy; or (iii) a failure to comply with any material conditions imposed in connection with any of the development components of the Project; or the failure to commence the development of a Phase in accordance with the terms hereof, subject, however, to Force Majeure Events. Force Majeure shall mean any delay in or prevention of the performance of any covenant or obligation under this Agreement caused by events beyond the reasonable control of the affected party, including, but not limited to: fire, casualty, natural disaster, strikes or labor disputes, civil unrest, acts of God, pandemic or public health emergency, war, acts of terrorism, governmental actions, prohibitions or regulations. 12. Notice of Breach. If a breach by Developer occurs with respect to a material obligation under this Development Agreement, the Authority will provide the Developer with written notice specifically describing the breach. Upon receipt of such a notice, the Developer shall proceed to cure or remedy such breach within six (6) months of receipt of such notice, or such longer period due to Force Majeure Events or as may be necessary to cure said breach if within said six (6) months the Developer commences to cure and diligently prosecutes such cure. 13. Event of Default. Upon the occurrence of an Event of Default by Developer, the Authority shall have the absolute right, in its sole discretion, to terminate this Development Agreement, in whole or in part, as to any or all Phases not then subject to an executed Ground Lease, by providing thirty (30) days' prior written notice to Developer. Developer shall have no right to further cure after such termination notice is issued, except as expressly agreed to in writing by the Authority. Upon termination, Developer shall immediately vacate the Premises and shall, at its sole cost and expense, (i) repair any damage caused to the Project Site by Developer or any party acting by, through, or under Developer, (ii) cure any violations of Environmental Laws or other Applicable Laws to the extent caused by Developer or any party acting by, through, or under Developer, and (iii) remove any liens or encumbrances placed upon the Premises arising from Page 5 of 12 CNa Developer's activities. If Developer fails to timely commence construction of any Phase in accordance with the schedule set forth in Section 3 or otherwise fails to comply with a material term of this Agreement, such failure shall constitute a breach of Developer's obligations under this Development Agreement. If such failure is not cured within six (6) months, the Authority shall have the right to terminate this Development Agreement upon written notice to Developer. Upon such termination, all rights of Developer to proceed with the terminated Phase(s) shall immediately cease, and the Authority shall be free to pursue alternative development options for the affected parcels without further obligation to Developer. In the event of such default, Developer hereby waives, disclaims and releases the Authority for all claims for costs, expenses and damages against the Authority. 14. Termination for Convenience. Either Party may terminate this Agreement for convenience by providing the other Party with at least ninety (90) days' prior written notice. If so terminated, Developer shall relinquish all rights to enter into any future ground leases with the Authority or subleases for any remaining phases of the Project not already subject to an executed Ground Lease as of the effective date of termination. Any Ground Leases previously executed between the Developer and the Authority pursuant to this Development Agreement shall remain in full force and effect according to their respective terins. Notwithstanding the foregoing, the Authority shall have the option, at its sole discretion, to terminate any such existing Ground Lease(s) for convenience, provided that the Authority pays to the Developer an amount equal to the depreciated value of the improvements made by Developer on the applicable portion of the Premises, as of the date of termination. The depreciated value shall be determined based on an independent third -party appraiser jointly selected by the Parties, which agreement may not be unreasonably withheld by either Party. In the event the Authority exercises its right to terminate any Ground Lease(s) for convenience pursuant to this Section, all subleases in effect under such terminated Ground Lease(s) may be assigned to the Authority, at its sole discretion, as of the effective date of termination. The Authority may assume the obligations of Developer under the assigned subleases from and after the effective date of such assignment. Except for the Authority's obligation to pay the depreciated value of improvements as set forth above, the Authority shall have no fiuther liability or obligation to the Developer as a result of such termination for convenience. 15. Assigmnent. This Agreement is personal to Developer. Accordingly, Developer may not (1) assign this Agreement, or (2) assign or sublet any portion of a Lease, without the prior written consent of the Authority, which consent may be withheld in the Authority's sole and absolute discretion. Any purported assignment or sublet without the express written consent of the Authority shall be considered void from its inception, and shall be grounds for the immediate termination of the Developer Agreement and any associated Lease. 16. Indemnification of the Authority. Except to the extent caused by the sole negligence or willful misconduct of the Authority, Developer shall indemnify, defend, protect, and hold harmless the Authority and its officers, directors, employees, agents, representatives, affiliates, successors, and assigns from and against any and all claims, demands, suits, actions, proceedings, Page 6 of 12 losses, liabilities, obligations, damages, penalties, fines, judgments, costs, and expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys' fees and litigation costs), whether direct or indirect, foreseeable or unforeseeable, known or unknown, which may at any time be imposed upon, incurred by, or asserted against any of the Indemnified Parties and which arise out of or relate in any way to: (i) Developer's use, occupancy, or activities on or about the Project Site; (ii) any accident, bodily injury, illness, death, or damage to any person or property (real or personal, regardless of ownership) occurring on or about the Project Site, to the extent caused, in whole or in part, by any act or omission of Developer or any of its officers, employees, contractors, subcontractors, consultants, licensees, invitees, or agents; (iii) the exercise of any right or performance of any obligation under this Agreement by Developer; (iv) any breach or default by Developer of any covenant, representation, warranty, term, or condition of this Agreement; (v) any violation by Developer of any applicable federal, state, or local law, regulation, code, ordinance, permit, or approval, including, without limitation, Environmental Laws and any applicable FAA regulations; and (vi) any liens, claims, or encumbrances arising out of any work performed, materials furnished, or obligations incurred by or on behalf of Developer in connection with the Project. The provisions of this Section shall survive the expiration or earlier termination of this Agreement. 17. Compliance. In the event state or federal laws are enacted after the execution of this Agreement, which are applicable to and preclude in whole or in part the parties' compliance with the terms of this Agreement, then in such event this Agreement shall be modified or revoked as is necessary to comply with such laws, in a manner which best reflects the intent of this Agreement. 18. Notices. Except as otherwise provided herein, this Agreement shall only be amended by mutual written consent of the parties hereto or by their successors in interest. All notices and other communications required or permitted hereunder shall be in writing and shall be sent by Certified Mail, return receipt requested, or by a nationally recognized overnight delivery service, and addressed as follows: If to Developer: Global Flight Training Solutions, Inc. 165 Airpark Boulevard Immokalee, Florida 34142 Attn: Victor Costello Phone: (239) 770-8948 Email: greenvicc@gmail.com With a copy to: Richards Legal Group c/o Richard L. Richards, Esq. 55 Mircale Mile, Suite 310 Coral Gables, Florida 33134 Phone: (305) 448-2228 Email: rrichardsArichpa.net Page 7 of 12 If to Authority: Collier County Airport Authority 2005 Mainsail Drive, Suite 1 Naples, Florida 34114 Attn: Collier County Airport Authority Phone: 239-252-1059 Email: marco.customerservice@collier.gov With a copy to: Collier County Attorney's Office 3299 E Tamiami Trail, Suite 800 Naples, Florida 34112, and The Collier County Manager 3299 E Tamiami Trail, Suite 201 Naples, Florida 34112 The Parties, or either of them, may designate in writing from time to time any changes in addresses or any addresses of substitute or supplementary persons in connection with said notices, and said notices may be given on behalf of either Party by its counsel, and any such notice of changes shall be given and deemed received in the manner above provided. Except as otherwise expressly provided herein, any provision herein that one Party shall notify the other of some matter is to be construed as a requirement that notice is to be given in accordance with the provisions of this Section. Notice shall be deemed to have been given on the next successive business day to the date of the courier waybill if sent by nationally recognized overnight delivery service. 19. Approval by Board. Developer shall execute this Agreement prior to it being submitted for approval by the Board of County Commissioners. This Agreement shall be recorded by the County in the Official Records of Collier County, Florida, within fourteen (14) days after the County enters into this Agreement. Developer shall pay all costs of recording this Agreement. The County shall provide a copy of the recorded document to the Developer upon request. 20. Dispute Resolution. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Developer with full decision -making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Developer with full decision -making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, Page S of 12 CIF the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Following the conclusion of this procedure, if necessary, either parry may file an injunctive action in the Circuit Court of Collier County to enforce the terms of this Agreement, said remedy being cumulative with any and all other remedies available to the parties for the enforcement of this Agreement. 21. Venue. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the Circuit Court in Collier County, Florida, which Court shall have the sole and exclusive jurisdiction on all such matters. 22. Severability. In the event any covenant, condition or provision herein contained is held to be invalid by a court of competent jurisdiction, the invalidity of any such covenant, condition or provision shall in no way affect any other covenant, condition or provision herein contained, provided the invalidity of any such covenant, condition or provision does not materially and adversely prejudice either Authority or Developer in their respective rights and obligations contained in the valid covenants, conditions and provisions of this Development Agreement. [Signatures appear on the following page] Page 9 of 12 M Wit?(!' S WHEREM. Owe Paitirs this Th- wltIvowt Agremmuatt mf-frht.1[1.tfrxt Written al: -tic A1,71111; 8111' BOARD ON COUNTY COMMISSIONERS OF COMIER COUNTY, FLORIDA, SI RVINO AS TILE COWER COUN'I`Y AIRPORT AITIT IORITY By: Kdwcl, C:lcrk of t'vurts &Comptroller it tsK. L) ffj A06 Chatripi" signature only, WTINP.SSIS: Wi2rlrs5l; `3rT1C: � II'1 Sri t..V� Witnc- s A2 Nsmc: _�(ou.�fL _--,tea,• Burt L. Saunders, Chairman GLOBAL FLIGIiT "TRAINING SOLUTIONS, INC. By: —.--- Print N .- Print Title: AMMved form snd legality: sxantuty AS kar, As Conttorrscy -L� W—t piwe ld:,f 12 Y l 8 4 3 Porcol E: Roferenco ID Aron II I Polyw) 1 322,193 sq 0 11 Polygon 2 78,984 sq 8 7 ` Polypon 3 2,393,633 scl R -mod C n I 1, Polygon 4 869,118 sq 11 l� _ • 111I---;;;------ i ;;'? Polygon 5 8,028,082 sq R Polygon 6 5,440,145 sq 0 �y,7 r � rr•, l Poygon 7 99,467 sq R r I Polycpn 8 3,688,G45 sq It y� Parcel A 118.304 sq R Parcd E sy r Aeronautical Area: 1 11,716,727 sq R I •i ® Currently Solicitcd Non -Aeronautical Area: Development Area 9,zo3,5.10 sy n D p s • •�+�` �' t Total: ®Aeronautical Zos2o,267 sq n ® Non -Aeronautical EXHIBIT "B" PROPOSED DEVELOPMENT SCHEMATIC, PHASES 1 — 5 Page 12 of 12 O CGS' COLLIER COUNTY AIRPORT AUTHORITY LEASEHOLD AGREEMENT FOR HANGAR CONSTRUCTION THIS LEASEHOLD AGREEMENT (this "Lease") is made as of the day of 2025 (the "Effective Date") by and between the COLLIER COUNTY, a political subdivision of the State of Florida, acting as the COLLIER COUNTY AIRPORT AUTHORITY, with administrative offices located at 2005 Mainsail Drive, Naples, Florida 34114 (hereinafter referred to as the "Authority"), and Global Flight Training Solutions, Inc. (the "Tenant") (the Authority and Tenant are collectively referred hereto as the "Parties"). The Parties hereby mutually covenant, agree and promise as follows: The Authority's address, telephone number and email are: 2005 Mainsail Drive Naples, Florida 34114 Attn: Collier County Airport Authority, Executive Manager Phone: 239-252-1059 Email: marco.customerservice@colliercountyfi.gov The Tenant's address, telephone number and email are: Global Flight Training Solutions, Inc. 165 Airpark Blvd Immokalee, FL 34142 Phone: (239) 770-8948 Email: bryan@globalflighttc•ainingsolutions.com 2. PURPOSE. The purpose of this Lease is to lease a parcel of land (tile "Premises"), located on the Immokalee Regional Airport (the "Airport"), as more particularly described and shown in Exhibit "A" attached hereto and made a part hereof, on which Tenant covenants, agrees, promises and intends to construct improvements as required and approved by the Authority. The Authority's representative for purposes of this Lease is its 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 any improvements now existing or hereafter constructed thereon, as shown and described on Exhibit "A." 4. LEASE TERM. The Premises are leased to Tenant for a term of forty (40) years (the "Lease Term"), which shall commence upon the Effective Date and shall continue uninterrupted for a period of forty (40) years thereafter, unless the Lease Term shall be sooner terminated as hereinafter provided. -1- 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 4,511,945 square feet. The lease rental rate to be paid by Tenant for the Premises shall be $992,627.90 annually (the "Base Rental" at $ 0.2200 per square foot), which shall be paid in equal monthly installments of $82,718.99 (the "Rent"), plus applicable sales tax, and shall be due and payable by the first day of every calendar month during the term hereof (the "Due Date"). The obligation to pay the full Rent shall commence ninety (90) days from the lease agreement approval. If the obligation to pay Rent pursuant to the terms of this Lease commences on a day other than the first day of the month, the Tenant shall pay rent equal to one thirtieth (1/30") of the monthly rental multiplied by the number of rental days of such fractional month. Tenant acknowledges that the leasehold land includes an active Taxiway B that will be relocated to the north and will be outside of the leasehold in the future. Tenant further agrees to design and construct their improvements around Taxiway B and outside the Taxiway Obstacle Fee Area (TOFA). B. Increase in Rental Rate. The lease rental shall at no time be less than the Base Rental. The Authority and Tenant, however, agree and stipulate that the lease rental rate may be unilaterally increased by the Authority, annually in accordance with the Authority's lease rental rate adjustment program and leasing policy. 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. C. Commercial Operating Fee. In addition to rent, Tenant will pay an annual Commercial Operating Fee annually, per the Authority's published Rates & Charges, which may be amended from time to time at the Authority's sole discretion. D. Place of Payment. All Rent and fees shall be made payable to the Collier County Airport Authority, and mailed by first class letter, postage prepaid, or personally delivered, to the Administrative Offices at 2005 Mainsail Drive, Suite 1, Naples, Florida 34114, or such other address as the Airports Manager may designate in writing. Payments shall be made in cleared fiends by cash, check or electronic transfer regularly and monthly without notice from the Authority during the Lease Term. 6. LATE FEES AND CHARGES. A. Right to Legal Proceedings. In the event Tenant fails to deliver to the Authority the Rent, taxes, fees or information as required to be paid or delivered under the provisions of this Lease 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. -2- B. Interest Due. If Tenant fails to promptly pay, when due, any full installment of Rent or any other sum payable to Authority under this Lease, the Tenant shall pay Authority a late paymentcharge equal to the late fee stipulated in the approved Rates and Charges. C. Authori . 's Right to Terminate Lease. The inclusion of an obligation for Tenant to pay the Authority late charges and interest shall not preclude the Authority from terminating this Lease for Tenant's non-payment of rent, amounts due for fees, taxes, expenses, or charges, or from enforcing any other provisions contained herein. 7. RENEWAL. At the sole and absolute discretion of the Authority, provided this Lease is not in default prior to the expiration date, the Tenant shall be granted a right of first refusal to lease the Premises from the Authority at the then existing commercial rental rates for improved properly on the Airport, under terms and conditions as the Authority may offer other prospective tenants for similar facilities at the Airport, but in no event, shall the rental rate be a lesser amount than than paid by Tenant at the expiration of the initial forty (40) year Lease Term, and it should be anticipated to be a substantially greater amount. The Authority shall notify Tenant of its decision whether to lease the Premises following the expiration of the Lease Term at least two (2) years 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. S. CANCELLATION. The Authority reserves the right to cancel and tenninate all or portions of this Lease, upon giving Tenant not less than six (b) months' written notice, if cancellation is deemed necessary by Authority to implement any phase or portion of any Airport Master Plan adopted by Authority. However, Authority agrees that before such Lease cancellation it may make available and offer to Tenant, for the balance of the Lease Term, upon the same terms and conditions as set forth in this Lease, premises located within the Airport, including structures and improvements, equal to or greater in size than the area of the Premises. After the Authority gives Tenant notice of its intent to cancel the Lease pursuant to this provision, Authority shall elect one of the following options: A. Relocation. If the Authority elects to relocate Tenant pursuant to this provision, the actual out-of-pocket costs of moving Tenant's equipment and other property kept on the Premises, to the new location shall be paid by Authority. The reasonable cost of any buildout required as a result of the relocation, as well as the repair or replacement of Tenant's equipment or other property damaged during the relocation, if not otherwise covered by insurance, shall be paid by the Authority. The cost of such repair or replacement costs to Tenant's equipment or other property shall be limited per the caps provided in F.S. 768.28. B. Termination. The Authority may terminate this Lease, in which case, as its exclusive remedy, and in lieu of any other claims for costs, expenses and damages of any kind related to the proposed relocation and Authority's election to terminate, the Tenant shall be entitled to compensation for the fair market value of the leasehold interest, improvements and personal property taken, as determined by an independent appraiser agreed to by the Parties, which agreement may not be unreasonably withheld by either Party. If a portion of the Leased Premises is so taken or sold, and as a result thereof, the remaining part cannot reasonably be used to continue the authorized uses set forth in Section 9 of this Lease, this Lease shall terminate at Tenant's election and Tenant's obligation to pay Rent and perform the other conditions of the Lease shall be deemed to have ceased as of the date of such taking or sale. -3- 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 or sale as aircraft hangar condominium units. The general intent is to prohibit the Authority from terminating the Lease solely to take over the operation established by the Tenant. 9. PERMITTED USE OF PREMISES. Tenant, upon payment of the lease Rent and all applicable fees and taxes, and the faithful performance of such covenants, agreements and conditions required by law, or this Lease, shall and may, continue to peaceably enjoy the Premises. Such quiet enjoyment is conditional upon Tenant adhering to the following terms: A. Aircraft Hangars. Tenant agrees that the Premises shall be used only for the construction (in accordance with plans and specifications designed in accordance with FAA/Airport Standards and with the Authority's input in the proposed design plan review deliverables, and subject to the Authority's prior approval of the final plan set prior to permitting) and subsequent operation of aircraft hangars for sublet or operation of aircraft hangar condominium units (subject to the Authority's approval of Tenant's proposed subtenants, whether sublessees or condominium unit owners) and an independent hangar for aviation repair and maintenance, 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. Leaschold Condominium. Tenant shall have the right to submit the Premises, or a portion thereof, to condominium form of ownership in the manner set forth herein, and in that event the expiration date of this Lease shall be extended to a date which is forty (40) years from the date the first deed of conveyance to a purchaser of a condominium unit is recorded and is in full compliance with the requirements of Section 718.40 ] (1), Florida Statutes, provided that the first deed to a purchaser of a condominium unit is recorded within one hundred eighty (180) days following the issuance of a certificate of occupancy for the contemplated improvements by Tenant. (1) Tenant shall be permitted to create a leasehold condominium and submit the Premises to the condominium form of ownership as provided tinder Chapter 718, Florida Statutes. Each leasehold condominium unit ownership interest shall be conveyed and held subject to the terms, covenants and conditions of this Lease. Tenant may divide the Premises into multiple individual condominium units and, subject to Authority approval, convey each condominium unit to third party condominium purchasers who thereafter shall collectively, through the condominium association, assume all rights, privileges and obligations of Tenant under the Lease and all rights of condominium ownership provided to unit owners of commercial/non-residential leasehold condominiums under Chapter 718, Florida Statutes, or other applicable law. This provision shall not be construed to grant to any condominium unitowner fee title and all rights of condominium unit ownership shall be subject to the provisions of this Lease. -4- (2) At Tenant's expense, the Parties shall affix and incorporate as a part of the Lease a property description of the Premises that is sufficient to comply with the requirements of Section 718.401(1), Florida Statutes, for the creation of a leasehold condominium and a survey of the Premises, showing the relation of the Premises to the land included in the common elements sufficient to comply with the requirements of Section 718.401(1), Florida Statutes, Upon Tenant's request, and at Tenant's expense, the Parties shall execute and record in the public records of Collier County, Florida a memorandum of lease setting forth the property description and the essential terms of the Lease. (3) Tenant may attach a copy of this Lease to the declaration of condominium to be recorded in the Public Records of Collier County, Florida. (4) The Authority is bound by the provisions of Section 718.401(1)(d), Florida Statutes, as amended from time to time, with respect to the enforcement of a lien for rent. (5) Subject to Authority approval, any condominium unit owner may sell, transfer, convey, lease, or grant a license with respect to his/her interest in the condominium unit. Tenant and the condominium association shall maintain a list of each condominium unit owner and tenants or licensees of each condominium unit owner, including addresses, telephone numbers and the identification of their aircraft. A current copy of the list shall be provided on any transfer to the Authority but no less frequently than annually. Any agreement granting the right of possession or use of any part of the Premises, including the sale of a condominium unit, to any individual or entity, shall first be submitted for review and approval by the Authority. (6) Notwithstanding anything to the contrary contained in the Lease, provided Tenant is not in default, Tenant may assign this Lease to the condominium unit owners association created to act as the governing body for the leasehold condominium on the Premises and upon acceptance of such assignment and the assumption of all duties and obligations of Tenant as tenant under the Lease by the condominium association, except that, in the event of such assignment, the Tenant shall remain secondarily liable for the payment of the Base Rental amount due under the Lease, notwithstanding such assignment. (7) The Parties agree to cooperate in performing such acts or entering into such documents or agreements as shall be reasonably necessary to submit the Premises to the leasehold condominium form of ownership as provided for and required under Chapter 718, Florida Statutes, consistent with the terms of this Lease. C. Non -Exclusive Use. Tenant and its permitted assignees, subtenants, agents, employees and customers, as well as all Tenant's approved fixture owners of individual condominium units on the Premises, are permitted non-exclusive use of all runways, taxiways, taxi lanes, roads, rights - of -way and driveways to and from the Premises in common with other airport users. Tenant and its permitted assignees, subtenants, agents, employees, and customers, including all approved fixture owners of individual condominium units on the Premises, 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. -S- D. Exclusive Use of Premises for Aircraft Hangars. Tenant agrees that it and its approved assignees, subtenants, and all approved future owners of individual condominium units on the Premises 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 approved assignees, subtenants, and all its approved future owners of individual condominium units on the Premises always maintain aircraft in its hangars; subject to events that may require the relocation of aircraft to another airport during certain times of the year. In the event, however, that the Authority determines that a unit of a hangar on the Premises is or has not been used as a hangar for an airworthy aircraft for an extended period, it shall so notify the Tenant. if the Authority determines that no airworthy aircraft has been stored or maintained in the Premises for a period more than six (6) months; such failure to maintain an aircraft shall constitute a non -monetary default subject to the remedies set out in Section 30 of this Lease. 10. LIMITS ON USE A. Commercial Aviation Enterprise. The operation of any commercial enterprise on the Premises is subject to the advance approval by the Authority in accordance with the Authority's Minimum Standards for Commercial Aeronautical Operators and memorialized in writing between the Parties. Commercial aeronautical operators involved in activities such as flight schools or a maintenance repair and overhaul (MRO) service may be permitted in the office space attached to the hangars with the prior approval of the Authority. It is specifically agreed that nothing herein contained shall be construed as prohibiting Tenant, its approved assignees, subtenants, and all approved fixture owners of individual condominium units 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 be conducted in accordance with Federal Aviation Regulations and applicable law. B. No Exclusive Rights. It is specifically understood and agreed that nothing herein contained shall be construed as granting or authorizing the grant of an exclusive right to Tenant of any aeronautical activity within the meaning of Section 308 of the Federal Aviation Act. C. Activity. Tenant shall not engage in any aeronautical activities other than those described in 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. Statutory Compliance. Tenant agrees that it will not use, nor permit the Premises to be used, for any unlawful purpose, defined to include conduct or activity prohibited by Federal, State, local law or ordinance or Authority Rules and Regulations. F. Buildin Com hp �ance. Tenant may construct, install, erect and maintain buildings or other permanent improvements on the Premises, but only in accordance with plans and specifications which have first been approved in writing by the Authority, at locations approved by the Authority, and in accordance with ordinances, guidelines, rules and regulations of the Federal Aviation Administration (the "FAA"), the Authority, those relevant provisions set forth in the Collier County Land Development Code and the Collier County Code of Laws and Ordinances, and as required by all other governmental agencies having jurisdiction over the land constituting the Premises. �6- G. Spatial Limitations. This Lease confers no rights to the subsurface of the Premises more than five (5) feet below the ground level or to the airspace above the existing rooftop of any structural improvement that is or becomes part of the Premises. H. Rights of Authority. The Authority reserves the right to close the Airport or any portion thereof, including without limitation the runway, taxiway, taxilane, apron, terminal buildings, automobile parking facilities when necessary or convenient to firrther the Authority's management of the Airport. I. Exclusive FuelinRights. 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 interestof 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 Authori , '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. Tenant's Vice President, Louis Gaudio,shall serve as the General Manager for Years one (1) and two (2) of the Lease. From Year three (3) onwards, the Tenant shall hire a full-time General Manager to assume those duties, subject to the Authority's right to object to the General Manager proposed for hire. Tenant shall be permitted to subcontract Maintenance Services to qualified, local firms, that are eligible and meet the safety and security requirements to work at the Airport. The Tenant's General Manager is considered an essential or "key" personnel assigned to the project and shall not be removed without the Authority's prior written approval; and if so removed must be immediately replaced with a person acceptable to the Authority. Further, the Authority shall have the right to direct Tenant to remove and replace the General Manager, with or without cause, if in the sole discretion of the Authority such removal and replacement is in the best interest of the Authority. 11. CONDITION OF PREMISES AND PERIODIC REHABILITATION. Tenant accepts the Premises, and all improvements and appurtenances thereto, in addition to the land, in their present "as is" condition as suitable for the purpose for which the Premises are leased. A. Contamination, Tenant shall be responsible for any damage to or contamination of the Premises occurring during Tenant's tenancy whether or not due to the acts or omissions of Tenant, its officers, employees, business invitees, subtenants or assigns, in violation of any State, federal or local law or regulation, and will decontaminate the Premises at its own expense if a violation of Federal, State or local law is charged. Tenant shall either document decontamination or provide to the Authority satisfactory evidence that the Premises is not contaminated. The Premises shall not be deemed to be decontaminated until the Authority so states in a written document addressed to Tenant. -7- B. No Liability. The Authority shall not be liable for any darnages or loss suffered by Tenant, or for injuries to persons or Premises. C. Liability of Tenant. Tenant further acknowledges that no representations as to the condition of the improvements, structures, paving, or the geology of the soil, on the Premises, expressed or implied, have been made by the Authority, its officers, employees, or agents prior to or at the execution of this Lease. Notwithstanding the foregoing, Tenant, its officers, employees, agents, successors, and assigns, will not be responsible for any damage to or contamination of the Premises if such damage or contamination is due to or caused by the act of the Authority, or its officers, employees, agents, successors or assigns. 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 ninety (90) days of the Effective Date of this Lease. If the Authority or Tenant deems the Premises in its present condition to be unacceptable for its intended use based upon the results of the Audit, the Authority or Tenant may terminate this Lease if (1) Tenant or Authority does so within one hundred twenty (120) days of the Effective Date of this Lease and (2) if the Audit reveals that hazardous substances are or may be present on the Premises. Within thirty (30) days after termination of this Lease 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 (loth) anniversary date of this Lease, (ii) on each succeeding ten year anniversary date and (iii) a date two (2) years prior to the expiration of the term of this Lease (each such date an "Inspection Deadline") Tenant shall deliver to the Authority a detailed written inspection report prepared by a commercial building inspector licensed by the State of Florida Department of Business and Professional Regulation's Building Code and Inspection Board (the "Inspection Report") of all of the improvements on the Premises (of both the exterior and interior thereof), certified to the Authority, including, but not limited to, the following: (1) air conditioning (HVAC) systems (if applicable); (2) doors, including the hangar doors, and hardware; (3) electrical systems; (4) elevators (if applicable); (5) exterior lighting systems; (6) signage; (7) fire sprinkler systems (if applicable); (8) security fences; (9) landscape/sprinkler systems; (10) moisture penetration; (11) mold/mildew incursion; (12) paving (parking, apron and tarmac); (13) plumbing systems (if applicable); (14) roofing systems; (15) site drainage; (16) smoke detectors; (17) structural components; (18) termite infestation; (19) windows and hardware; (20) appearance and cosmetic items; and (21) repair and maintenance recommendations. Subject to Section 14 hereof, Tenant covenants and agrees to complete, at Tenant's sole cost, all repairs and maintenance recommended in the Inspection Report within ninety (90) days of each Inspection Deadline. Tenant understands and agrees that if all such recommended repairs and maintenance are not completed by Tenant within ninety (90) days of each Inspection Deadline then this Lease shall terminate, and 'Tenant shall surrender the Premises in accord with Section 28 herein and all other terms and conditions of this Lease. 11 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. _g_ 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. Tenant shall plan, organize, supervise, schedule, monitor, direct and control the construction competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the work in accordance with the plans approved by the Authority. Tenant shall be responsible to see that the finished construction complies accurately with those approved plans. Tenant shall keep on the construction site at all times during the construction a competent resident superintendent, who shall be subject to the Authority's approval and not be replaced without prior written notice to the Airports Manager except under extraordinary circumstances. The superintendent shall be employed solely by the Tenant and be the Tenant's representative on the Premises and shall have the authority to act on behalf of the Tenant. All communications given to the superintendent shall be as binding as if given to the Tenant. The Tenant shall have a competent superintendent on the Premises at all times during construction whenever Tenant's work crews, or work crews of other parties authorized by Tenant are engaged in any activity whatsoever associated with the construction related to the improvements to the Premises. Should the Tenant fail to comply with the above condition, the Tenant shall be in breach of this Lease and the Authority may pursue its remedies for events of breach as provided herein. The Authority shall have the right to direct Tenant to remove and replace the superintendent, with or without cause, if in the sole discretion of the Authority such removal and replacement is in the best interest of the Authority. By executing and entering into this Lease, the Tenant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et sec , and regulations relating thereto, as either may be amended. Failure by the Tenant to comply with the laws referenced herein shall constitute a breach of this Lease and the Authority shall have the discretion to unilaterally terminate this agreement consistent with the termination provisions provided herein. Statutes and executive orders require employers to abide by the immigration laws of the United States and to employ only individuals who are eligible to work in the United States. The Employment Eligibility Verification System (E.-Verify) operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA), provides an Internet -based means of verifying employment eligibility of workers in the United States; it is not a substitute for any other employment eligibility verification requirements. Tenant is required to enroll and comply with the E-Verify program, and provide acceptable evidence of its enrollment, at the time of the execution of this Lease. See Exhibit "C," attached. Acceptable evidence consists of a copy of the properly completed E-Verify Company Profile page or a copy of the fully executed E-Verify Memorandum of Understanding for the company. Additionally, the Tenant shall require all subcontracted contractors working at the Airport to use the E-Verify system for all purchases except: (1) Commodity based procurement where no services are provided, and (2) where otherwise waived by the Authority. -9- For additional information regarding the Employment Eligibility Verification System (E-Verify) program visit the following website: http://www.dhs.gov/E-Verify. It shall be the Tenant's responsibility to familiarize themselves with all rules and regulations governing this program. Tenant agrees to keep the project site clean at all times of debris, rubbish and waste materials arising out of any improvement to the Premises. At the completion of any improvements, Tenant shall remove all debris, rubbish and waste materials form and about the site of the Premises, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Premises site clean and ready for occupancy. Tenant further agrees that all right and title to any alterations, additions and improvements made to the Premises during the Lease Term shall vest in the Authority upon termination of the Lease, shall not be removed, and shall remain on the Premises as the property of the Authority upon the expiration or termination of this Lease. To that end, all common infrastructure funded and built in accordance with the Tenant's construction plans as approved by the Authority but outside the leased Premises, including but not 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, Sixty-four (64) steel buildings consisting of aircraft storage hangar units, including optional 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 64 hangar units for its aeronautical business operations, as follows: Buildings 1- 52: Aircraft Storage Hangar,12,000 SF (100' x 120') Buildings 53 - 60: Aircraft Storage Hangar, 36,000 SF (120' x 300) Buildings 61 - 62: Aircraft Storage Hangar, 30,000 SF (120' x 250') Building 63: Aircraft Storage Hangar, 24,000 SF (120' x 200') Building 64: Aircraft Storage Hangar, 48,000 SF (120' x 400') Tenant agrees that Tenant shall commence the construction of the approved improvements within fifteen (15) months from the Effective Date of this Lease. In the event Tenant has not commenced the construction of the approved improvements within 15 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,be liable for any other damages sustained by the Authority because of Tenant's failure to comply with this provision of the Lease. -10- Prior to commencing construction of improvements on the Premises, the Tenant shall comply with all the following provisions: A. Commencement. Within nine (9) 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 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 ftinds paid to it by the Tenant. In addition to Authority approval, Tenant shall obtain at its sole cost all necessary or appropriate approvals and permits from Collier County, the State of Florida, FAA, South Florida Water Management District and all other required governmental or non -governmental agencies or parties. Notwithstanding anything herein to the contrary, Tenant acknowledges and agrees that: (i) plans and specifications will not be considered approved by the Authority unless and until a complete pen -nit set has been approved in writing by the Authority's Airports Manager (provided, however, draft plans and specifications may be submitted by Tenant to the Authority and Collier County for preliminary review prior to application for approval by the Authority and any other agency whose approval is required); and (ii) all permit applications, modifications, responses to Requests for Additional Information (RAI) and other applications or correspondence to be submitted to the FAA, South Florida Water Management District and other governmental or non -governmental agencies or parties must first be sent to the Authority's Airports Manager for prior written approval (and Tenant understands and agrees that no communication with the South Florida Water Management District concerning the Premises or the Authority's permit is allowed without the prior written approval of the Authority's Airports Manager). B. Performance Bond or Letter of Credit. Prior to the commencement of construction of any improvements on the Premises costing greater than Twenty -Five Thousand and 00/100 Dollars ($25,000.00), Tenant shall cause to be obtained a payment and performance bond (that meets the requirements of Section 255.05, Florida Statutes) or letter of credit in a sum equal to the full cost of all such improvements. -11- 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 farm and substance satisfactory to the Authority, (iv) guarantee the full and faithful performance of the construction and completion of all improvements (and payment to all persons supplying contractor labor, materials and supplies used directly or indirectly in the prosecution of the construction work provided) in accordance with final plans and specifications approved in writing by the Authority, free from all liens and claims of contractors, subcontractors, mechanics, laborers and materialmen following the commencement of construction; (v) provide that the construction work shall be completed by the Tenant, its contractor, or, on their default, the surety; (vi) specify that in default of such completion and payment, such part of the amount of the surety as shall be required to complete the work shall be paid to the Authority as liquidated and agreed damages for the non-performance of Tenant's agreements, it being agreed the exact amount of the Authority's damages is difficult and impractical to ascertain; and (vii) defend, hold harmless, protect and indemnify the Authority against all losses, liabilities, damages, expenses, claims and judgments caused by or resulting from any failure to perform completely all of the work described; and (viii) provide that the duty to defend 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. The Authority may but shall not unreasonably disapprove the surety. The surety shall be deemed approved unless a notice of disapproval is given by the Authority within thirty (30) business days after receipt of the proposed surety. C. "As Built" Plans and Survey. After the final plans and specifications are approved in writing by the Authority, the Tenant shall diligently and continuously prosecute the construction of the approved improvements. Upon completion of the approved improvements, Tenant shall provide Authority with "as built" plans and an "as built" survey certified to the Authority. D. Construction Documents. Tenant shall construct all site improvements on the Premises in accordance with the plans and specifications approved by the Authority. E. Satisfactory Completion and Certificate of Occupancy. Notwithstanding anything in this Lease to the contrary, Tenant shall satisfactorily complete construction of, and obtain a certificate of occupancy from Collier County for, all the improvements on the Premises approved by the Authority within eighty-four (84) months from the Effective Date of this Lease. F. Inspection and Acceptance. Tenant shall obtain all building permits and approvals required. All improvements including, but not limited to, buildings, site preparation, sub -grade preparation, paving, drainage, and overall development of the Premises, shall be subject to inspection, testing, and acceptance in accordance with applicable law. G. Engineering. Tenant must set the necessary boundary stakes on the Premises and shall provide any surveys required for the design of the area paving. Any material deviation from the approved plans and specification must have prior approval by the Authority and any required governmental agency. -12- H. Utilities. Upon the prior written approval by the Airports Manager, Tenant may install other utilities on the Premises at its own cost and expense, including all connection, inspection, and service fees. All utilities must be installed underground, unless agreed to in writing by the Authority and waived by any approving utility authority or agency. The Authority may negotiate with Tenant for the over sizing or extension of utilities to serve other parcels on the Airport. 1. Paving and Concrete, Tenant must construct the pavement for the aircraft movement areas and the concrete hangar floors to accommodate the heaviest aircraft expected to operate in the area, or fully loaded fuel trucks, whichever is of greater weight, with expected pavement life of no less than twenty (20) years. Any roadway access must be in accordance with the Florida Department of Transportation standards as set forth in the "Manual on Uniform Standards" for comparable construction. Tenant shall construct and extend, as part of its construction plans, an internal access roadway. That extended roadway shall belong to the Authority but be dedicated for common use allowing ingress and egress to the Airport for tenants and other authorized persons, for at least the forty -year term of the Lease, Finish Site Grading. Tenant shall perform, at Tenant's expense, all finish grading of the Premises. 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 any existing improvements, on the Premises costing greater than Twenty -Five Thousand and 00/100 Dollars ($25,000.00) without the Authority's prior written approval, which approval may be approved, denied, delayed, or conditioned in the Authority's sole absolute discretion. 15. DISCHARGE OF LIENS. Tenant shall not cause or allow any Iis 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 frorn all liability, damages associated with this requirement, expense and costs including reasonable attorneys' fees. 16. RULES AND REGULATIONS. Tenant hereby agrees to observe and comply with, at its own expense, all laws, policies, ordinances, rules, and regulations promulgated by the Authority and any other cognizant County, State, Federal authority or governmental agency or special district having jurisdiction over the Airport and the Premises described in this Lease, during the Lease Term, including -13- 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 Lease Manual shall control. B. Rules and Regulations. Tenant shall observe and comply with the Authority's Lease Policy, Minimum Standards for Commercial Aeronautical Operators, and its published Rules and Regulations for this airport, which are on file at the address set forth above, as such regulations may be amended from time to time by the Authority in its sole and absolute discretion without notice to Tenant, including such reasonable landing fees, rates or charges, as may from time to time be levied for airfield operational privileges and/or services provided at the Airport. Tenant shall also comply with all applicable governmental statutes, rules, orders and regulations. After any such amendment, the Authority shall duly notify the Tenant. 17. AIRPORT OPERATIONS. A. Conduct of Business b Tenant. In the use of the Premises pursuant to this Lease, Tenant shall conduct its operations in a lawful, ethical, orderly and proper manner so as not to interfere with the rights and privileges of others at the Airport and shall be responsible for the conduct, demeanor and appearance of its employees and invitees and of those doing business with Tenant. Upon receipt of complaints concerning the conduct of its business, Tenant shall immediately address such complaints and correct any improper conduct as required by the Authority. B. Care of Aircraft. The responsibility for setting brakes, placing chocks, or otherwise securing any aircraft is solely that of the Tenant. Authority is under no obligation to move Tenant's aircraft into or out of the Premises. If, at Tenant's request, Authority does so move said aircraft, Tenant shall assume all risk of any and all damage or loss occasioned thereby and shall pay the designated fee to the Authority. C. Airport Hazards. Tenant agrees to refrain from any act or omission that would interfere with or adversely affect the operation or maintenance of the airport, disturb the quiet enjoyment of the use of the Airport or surrounding property or otherwise constitute an Airport hazard. Activities that may constitute airport hazards including but not limited to any activity on the Premises that directly or indirectly produces unlawful amounts or levels of chemical, biological or electromagnetic radiation, air pollution (gasses, particulate matter, odors, fumes, smoke or dust), water pollution, noise, glare, heat emissions, radioactivity, electronic or radio interference with navigation and communication facilities for the operation of the Airport and its use by aircraft, trash or refuse accumulation, vibration, prop -wash, or jet blast, or which is hazardous or dangerous by reason or risk of explosion, fire, or harmful emissions. D. Based Aircraft Report. Tenant shall furnish to the Authority, within seven (7) days upon the Authority's written request from tirne to time, a report of all aircraft located on the Premises. Such report shall include, at a minimum, the following items: aircraft type, make, model, registration number and any other information as may reasonably be requested by the Authority's Airports Manager. 14- 18. FLAMMABLE MATERIALS. Flammable or explosive gases, liquids or solids shall not be allowed, kept or used on the Premises except that aviation fuel may be stored in the internal fuel tanks in Tenant's aircraft or other transportation related equipment, in which event any such substances shall be delivered in amounts, and stored and used, as approved by Authority in accordance with the rules of the Florida Inspection and Rating Bureau and all other applicable statutes, guidelines, ordinances, Rules and Regulations in force and effect during the term of this Lease. 19. WASTE RE' PAIIt MAINTENANCE AND CLEANLINESS OF PREMISES. Tenant understands and agrees that good maintenance is its leasehold obligation, and that the maintenance obligation under this Lease is fully net, including but not limited to the following: A. Waste. Tenant shall not commit, nor suffer to be committed, any waste or contamination on the Premises, including physical damage to the Premises, either negligent, intentional, or fail to repair and maintain the Premises. B. Repair and Maintenance. Throughout the Lease Term, Tenant shall keep and maintain, at its own cost and expense, the Premises and any improvements, fixtures, equipment, or landscaping thereon, in good order and repair, as determined by the Authority. Subject to the terms and conditions of Section 14 herein, Tenant shall make all necessary repairs thereto, including, without limitation, all structural and non-structural repairs, including repairs to building interior, building exterior, paving, site improvements, fixtures, facilities and equipment, and shall replace all broken glass with glass of the same size and quality as that broken. All painted exterior surfaces and surfaces requiring treatment of any kind must be maintained in good condition and must be repainted or treated when reasonably required to preserve the structure and to maintain high standards of appearance at the Airport. All maintenance, repairs,and replacements must be 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 ruder Section 1 I.E. of this Lease, within ninety (90) days of written notice by the Authority to the Tenant, Tenant must perform reasonable repair and maintenance as directed by the Authority. D. Failure to Repair or Maintain. In the event Tenant fails to promptly undertake and satisfy the obligations imposed herein within ninety (90) days of written notice by the Authority to the Tenant, the Authority, in addition to the other remedies provided herein, shall have the right to enter on to the Premises and effect such repairs and recover one hundred ten percent (110%) 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. - 15 - F. Solid Waste. Tenant further agrees to contract with a franchised solid waste hauler to dispose of solid waste. Tenant shall be responsible for its. own trash removal, dumpster maintenance, and construction debris removal at all times during the term of this Lease. Any garbage, debris, or waste that may be temporarily stored in the open must be kept in suitable garbage or waste receptacles equipped with tight fitting covers. If the Authority removes or causes to be removed any waste from the Premises after Tenant's failure to remove the same, Tenant agrees to reimburse Authority at one hundred ten percent (110%) of the cost of removal. G. Liquid Waste. Tenant shall provide, as necessary, a separate drainage, collection, or separation system to ensure that no untreated liquid waste from any type of operation be discharged directly on adjacent property or into the Airport's storm drainage or sanitary system, including petroleum products, solvents, aircraft cleaning residue and oil change operations. H. Vehicles. Tenant, its employees, subtenants, or customers, shall not keep unlicensed or inoperable vehicles on any portion of the Airport, including the Premises. Operable but unlicensed vehicles necessary to Tenant's aviation -related activities as allowed under this Lease are permitted. I. Damage Caused. Tenant agrees to immediately report to the Authority any damage Tenant, its tenants, customers, visitors, agents, contractors or employees cause to the runways, taxiways, taxi lanes, roads, rights -of -way and driveways to and from the Premises that it uses in common with other Airport users. Tenant shall 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 service to the Premises and shall connect its improvements to the sewer main. Tenant shall pay all costs of connecting its improvements to the sewer including the installation of the lateral pipes, the hook-up fee and monthly charges as billed by the Collier County Water and Sewer District, lmmokalee Water & 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 be specified and approved by the Authority. The Tenant's portion of the fence shall be constructed and maintained at Tenant's sole cost and expense and shall be turned over to the Authority upon completion of construction. 20. STORM WATER DISCHARGE Tenant assures that no contaminants, pollution, or hazardous material of any type will be discharged onto adjacent property or into the storm water system at the Airport and agrees to be held responsible for any discharge either by Tenant or by any of Tenant's subtenants, agents, or employees, during the entire Lease Term. Any fine or expense for remedial action required by the Authority, by any agency or agencies having jurisdiction, as a result of actions on or discharges from the Premises, will be charged to Tenant, and Tenant shall immediately reimburse Authority for these costs, including attorneys' fees. -16- 21. SECURITY The Authority is under no obligation to provide security to .the Premises. Tenant may, at Tenant's sole expense, employ security personnel, install security lighting, or maintain alarm systems. If Tenant elects to install outdoor lighting, Tenant must request permission from the Authority prior to installation. Security requirements are imposed on the Airport by the FAA, Transportation Security Administration ("TSA") and other agencies having jurisdiction over the Airport. Tenant covenants and agrees to comply with all such security requirements, at Tenant's sole expense. In the event the Authority is fined or penalized by the FAA, TSA or any other agency for a security violation caused by the negligence or omission of the Tenant, or any of Tenant's subtenants, Tenant shall immediately reimburse the Authority in full for all such fine or penalties. Tenant acknowledges and agrees that the Authority may (in the sole discretion of the Authority's Airports Manager), at the Authority's sole expense, install and remove from time to time its own security equipment and improvements (including, without limitation, cameras, gates, lighting and alarms) on or about the Premises and improvements located thereon. 22. UTILITY SERVICES, TAXES AND FEES A. Utilities, Tenant shall pay for all utilities with respect to the Premises or the occupancy thereof, including without limitation, all costs of electric, water, sewer, trash pick-up, refuse removal, telephone, internet and other services. Tenant shall have the privilege, at its expense, to access the water, storm water management, electrical, and phone utility service facilities during the term of this Lease. Should Tenant's operations require additional service facilities, Tenant shall, at its expense, extend such facilities to the Premises and pay the cost for all labor and materials. Nothing herein shall obligate Authority to provide any utility to Tenant that is not presently available to the Premises. B. Taxes and Fees. Tenant shall pay when due all valid taxes, special assessments, excises, license fees and permit fees of whatever nature applicable to its operation or levied or assessed against the Premises, or improvements thereto. Tenant shall obtain and keep current all licenses, pert -nits and certificates (City, County, State and Federal) required for the conduct of its activities at and upon the Airport and Premises. If at any time during this Lease, the Premises, leasehold interest, or rental payments become subject to any federal, .state or local property, sales, excise or other tax, Tenant agrees to assume the payment of such taxes and, if applicable, to include such payments with the rental payments required hereunder; provided, however, that Tenant shall in no circumstances by obligated to pay any taxes based on the net income of Authority. Tenant further agrees not to permit any such taxes, excise, or license fees to become delinquent. 23. SIGNS. Tenant agrees that it will not allow any signs, cards or placards to be posted or placed on the Premises except signs acceptable to the Authority. All signs shall be approved by the Authority in advance, and shall conform with all Collier County ordinances, and shall not extend above or beyond the walls and roofs of the buildings constructed on the Premises. Upon expiration of this Lease, Tenant shall remove all signs at the direction of Authority. -17- 24. ASSIGNMENT SUBLEASE SALE AND ENCUMBRANCE. A. Notice to the Authority. Should the Tenant intend to assign this Lease, sublet the Premises or a portion thereof, sell, encumber or otherwise transfer its interest in this Lease, the Premises, or in any improvements thereon, or allow any other persons or entities (except Tenant's authorized representatives) to occupy or use all or any part of the Premises, it shall first provide thirty (30) days written notice and request for consent for such alienation to the Authority prior to the date intended for the assignment of this Lease, sublease, sale, encumbrance, transfer, occupancy or use. Any such assignment, sublease, sale, encumbrance, transfer, occupancy, or use shall not be permitted without the Authority's prior written consent; provided, however, that adequate security and guarantees of the obligations under this Lease, as deemed appropriate in the sole and absolute discretion of the Authority, are provided, executed, and delivered. Further, the Authority may condition its consent upon an increase in the Lease rental rate and may require any other requirements, conditions, or covenants before consenting to any such assignment, sublease, sale, encumbrance, transfer, occupancy, or use. Any assignment of this Lease, sublease, sale, 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, sale, encumbrance, transfer, occupancy, or use does not constitute a further waiver of the provisions under this Lease. The Authority shall have the absolute right to review all sublease and condominium sale agreements, which shall incorporate and include the Airport Lease Manual and all Authority policies, rules, and regulations, and all the same conditions that Tenant owes to the .Authority in this Lease. On an annual basis commencing upon the Effective Date of this Lease and to be updated as new subtenants or condominium unit owners take occupancy in the hangars constructed by Tenant, the Tenant shall provide the Airports Manager with a listing of all Tenant's subtenants and condominium unit owners, including all contact information (names, addresses, telephone numbers) along with a based aircraft report; which information the Authority shall control and utilize for purposes of site access, emergencies and such other similar needs. B. Grant of Right. of First Refusal to the Authority: Notwithstanding the foregoing, in the event Tenant intends to assign this Lease, sublet the Premises or a portion thereof, sell or otherwise transfer its interest in this Lease, the Premises or in any improvements thereon, Tenant shall first offer to assign, sublet, sell or transfer such interest to the Authority under the same terms and conditions offered to the proposed assignee, subtenant, purchaser or transferee, in writing, sixty (60) days prior to the date intended for such assignment, sublease, sale or transfer. The Authority shall have forty-five (45) days from receipt of the aforementioned written offer from Tenant within which to exercise its right of first refusal, in writing, or it shall be deemed to have been waived by the Authority. The assignment of this Lease by the Tenant to the condominium association that operates and manages the condominium, and individual unit sales of the condominium units, shall not be deemed an assignment that is prohibited by this Lease or that triggers the Authority's right of first refusal under this Section 24B. Failure of Tenant to comply with the foregoing shall be deemed a default under Section 24 of this Lease. '.[E.II C. Exception: The subleasing of storage space to aircraft owners or operators for the storage of their aircraft on the Premises and/or the subleasing of office space on the Premises shall not be subject to the sixty (60) day written notice and request for consent requirement referenced herein; provided, however, all subleases for the storage of aircraft or office space are subject to the review and prior written approval by the Airports Manager of the Authority (and such approval may be conditioned upon such requirements, conditions or covenants as deemed appropriate in the sole and absolute discretion of the Authority's Airports Manager). Subleases for the storage of aircraft or office space for a term in excess of the authority of the Airports Manager of the Authority are subject to the review and additional prior approval of the Authority (and such approval may be conditioned upon such requirements, conditions or covenants as decmed 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, sale, encumbrance, transfer, occupancy, or use shall include the following information and documents: (1) The name and address of the proposed assignee, subtenant, purchaser, mortgagee/lender/lienholder, transferee occupant or user; (2) The nature of the proposed assignee's, subtenant's, purchaser'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, sale, encumbrance, transfer, occupancy, or use, including without limitation, the full consideration for the assignment, sublease, sale, encumbrance, transfer, occupancy or use; and (4) Such other information and documentation as deemed appropriate in the sole and absolute discretion of the Airports Manager of the Authority. E. Assignment of Rent Due. Tenant has the right to assign, sublease or transfer, or allow others to occupy or use, portions of the Premises subject to the terms and conditions of this Lease. If Tenant, or any assignee, subtenant or transferee of Tenant (or any occupant or user of any portion of the Premises), is in default or otherwise violates any terms or conditions of this Lease, and fails to cure the default or violation within ten (10) days of receiving written notice from the Authority, Tenant and such assignee, subtenant or transferee (or occupant or user) immediately and irrevocably assigns to the Authority, as security for the obligations under this Lease, all rent from any assignment, subletting or transfer (or occupancy or use) of all or part of the Premises. The Authority, as assignee for Tenant, or a receiver for Tenant appointed on Authority's application, may collect the rent, and apply it toward Tenant's obligations under this Lease.. F. Assigmnent Relieves Tenant. Upon a valid assignment of this Lease approved in writing by the Authority, but not upon a sublease, encumbrance or other transfer, the Tenant may, at the sole discretion and written consent of the Authority, be relieved of all obligations and liabilities arising from this Lease effective as of the date of such assignment. G. Assignment by Authority. Authority may assign, hypothecate, mortgage, pledge or otherwise encumber its interest in this Lease and may employ outside management services for lease administration to the extent allowable by law. -19- 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 of 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 Iimits of, or lack of, sufficient insurance protection. 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 Hazard Area, then coverage shall be purchased from the National flood Insurance Program (NFIP). Tenant is responsible for any deductibles. (2) General Liability Insurance - Tenant agrees to secure and maintain general liability insurance and/or aviation liability insurance covering Tenant's activities, its use of the Premises, its operations at and use of the hangar including any aircraft stored on the Premises and or on any other part of the Airport, including liability under the indemnities required herein. The General Liability Insurance policy shall have coverage limitations providing no less than $1,000,000 per occurrence/$2,000,000 aggregate. Coverage will extend to any vehicles or equipment that are not licensed for road use. Tenant is responsible for any deductibles. See Exhibit "D," attached. -20- (3) Automobile Liability Insurance --- If Tenant's operations utilize road - licensed vehicles located on the Airport, all such vehicles shall be insured for a minimum of $1,000,000 per occurrence. (4) Builder's Risk Insurance — At all times during the construction of any improvements on the Premises,. Tenant agrees to secure and maintain builder's risk insurance covering contractor's labor, materials and equipment to be used for completion of the work performed against all risks of direct physical loss, excluding earthquake and flood, for an amount equal to the full cost of the improvements. Tenant is responsible for any deductibles. B. Changes in Policy. Tenant shall provide Authority with notice of any proposed change to any insurance coverage. The Authority maintains the right to reject a proposed change in Tenant's insurance coverage or insurer, and in the event of a policy cancellation, the Tenant is required to obtain satisfactory successor insurance without lapse. If such provision is not available on the insurance policies, Tenant is required to notify Authority thirty (30) days prior to the policy cancellation, non - renewal or material change in coverage. C. Evidence of Insurance. Tenant shall secure and deliver annually to Authority appropriate insurance certificates showing evidence of coverage as required hereunder. Tenant shall file with the Authority a duly executed original certificate of insurance evidencing that the insurance required by this Lease is extended. Authority has the rightto request copies of any policies required under this Section. D. Form of Policies. All policies of insurance required ruder this Section must be in a standard form and written by qualified insurance companies satisfactory to the Authority. Insurance carriers must maintain throughout the term of this contract an AM Best rating of A- VII or better. All provisions set forth herein must be verified on the required Evidence/Certificates of Insurance. (1) Certificate Holder, Additional Insured, and Loss Payee shall be listed as: "Collier County Airport Authority," at its address, 2005 Mainsail Drive, Suite 1, Naples, Florida 34114. (2) All insurance policies shall contain a clause or endorsement by which the insurance carrier waives all rights of subrogation against Authority, except where the Authority or its agents are liable for a specific act of gross negligence. Evidence of the Waiver of Subrogation shall appear on the Evidence/Certificate of Insurance. (3) General/Aviation Liability policy(ies) shall name the "Collier County Airport Authority," as an additional insured. Evidence of that provision shall appear on the Evidence/Certificate of Insurance. (4) Property policy(ies) shall name the "Collier County Airport Authority," as Loss Payee for its interest in the Premises. Evidence of that provision shall appear on the Evidence of Property Insurance form or similar Certificate of Insurance. (5) All insurance policies shall provide that the Authority be given thirty (30) days prior written notice of cancellation, non -renewal or material change in coverage or AM Best rating. Such provision shall appear on the Evidence/Certificate of Insurance. If such provision is not available on the insurance policies, Tenant is responsible to notify Authority thirty (30) days prior to policy cancellation, non -renewal or material change in coverage. -21 - (6) All of Tenant's required insurance policies shall be primary and non- contributory insurance to the Authority's. Such provision shall appear on the Evidence/Certificate of Insurance. (7) The Authority does not represent that the types or amounts of insurance required herein are sufficient or adequate to protect Tenant's interests or liability but are only minimum requirements. Authority reserves the right to require any other reasonable insurance coverage which the Authority deems necessary depending upon the risk of loss and exposure to liability. E. Notice. Tenant shall give the Authority prompt and timely written notice of any claim made or suit instituted of which Tenant is aware that in any way directly, indirectly, contingently, or otherwise affects or might affect the Authority, and the Authority shall have the right to participate in the defense of the claim to the extent of its interest. F. Lapse of Insurance Coverage. if Tenant shall fail to maintain insurance coverage as required, then the Authority may, but is not obligated to, obtain same and add the cost of such insurance to next due lease rental payment. If the Authority does so, it may charge interest thereon at the rate of 18.0 % per annum, or at the maximum interest rate permitted by law in the State of Florida, whichever is greater, provided, however, that this provision shall not be construed to create an obligation for Tenant to pay a usurious rate of interest to the Authority, from the time of payment, which shall be added to the rental becoming due, and shall be collected as an additional charge. G. The Authority reserves the right in its sole reasonable discretion to increase or otherwise modify on an annual basis throughout the term of this Lease all the Tenant's insurance requirements hereunder, including, without limitation, the types and form of insurance coverage required and the minimum amounts of each such required insurance coverage. The Authority will provide not less than thirty (30) days prior written notice to Tenant of any modifications to the insurance requirements hereunder. 27. ACCESS TO PREMISES. Tenant agrees to allow the Airports Manager, and other duly authorized representative or agents of the Authority, access at all reasonable times to the Premises to examine or inspect the Premises. Upon the expiration or termination of this Lease for any reason, Tenant shall vacate the Promises and deliver immediate possession of the Premises to the Authority. 28. SURRENDER DAMAGES. A. Personal Property. Upon termination or expiration of this Lease, provided all amounts due to Authority have been paid, Tenant shall have the right and responsibility to remove all its personal property exclusive of fixtures that it has maintained on the Premises, which removal shall be accomplished no later than the termination or expiration date of this Lease. Electrical and plumbing facilities, air conditioners and other permanently installed fixtures shall not be considered personal property. 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. -22- B. Title to Improvements. Tenant acknowledges that at the expiration, cancellation, or other earlier termination of this Lease, all buildings and improvements on the Premises become the property of the Authority, free and clear of all liability and encumbrances, and any further occupancy by the Tenant will be based on that ownership principle, Tenant further acknowledges that the Authority may choose to use the Premises for its own purposes and elect not to re -lease the Premises to any 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; B. Cross -Default. The breach of any other agreement, license, contract or permit between Tenant (or any officer, director, shareholder or principal of Tenant) and the Authority; C. Other Obligations. Failure of Tenant to perform any non -monetary obligation, agreement or covenant under this Lease, if such failure continues and is not fully cured within thirty (30) days after written notification to Tenant of such failure; D. Violation of Law. The violation by Tenant of any local, State or federal aviation law, order, statute, ordinance (including any resolution of the Authority), if such violation continues and is not fully cured within ten (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 violation. The permissible cure period shall be determined by the Authority in its sole absolute discretion on a case -by -case basis, depending on the seriousness of the infraction or violation. - 23 - F. Bankruptcy. The filing of any voluntary petition in bankruptcy by Tenant, or the filing of any involuntary petition by Tenant's creditors, which remains undischarged for a period of thirty (30) days. In the event that under applicable law the trustee in bankruptcy or Tenant has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, in such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant hereunder outstanding as of the date of the affirmance of this Lease and provide to Authority such adequate assurances as may be necessary to ensure Authority of the continued performance of all of Tenant's obligations under this Lease (and, further, the Authority shall receive all the protections available to creditors under the United States Bankruptcy Code including, but not limited to, Section 365 thereof, as amended from time to time); G. Receivership. The appointment of a receiver to take possession of substantially all the Tenant's assets or the Premises, if such receivership remains undissolved for a period of one hundred eighty (180) days after creation thereof; 14. Attachment. The attachment, execution or other judicial seizure of this Lease or all or a part of Tenant's assets located at the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten (10) days after the levy thereof; 1. Insolvency. The admission by Tenant in writing of its inability to pay its debts as they become due, the filing by Tenant of a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding or, if within thirty (30) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed; and J. Pollutants. Any release by Tenant of pollutants, contaminants, or hazardous materials on of- from the Premises. 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 allowed by law or equity): A. Termination. 1f an event of default under this Lease occurs, the Authority shall have the absolute right, with or without notice or demand, to immediately terminate this Lease and recover possession of the Premises or any part thereof and expel and remove therefrom Tenant and any other person occupying the Premises, by any lawful means, and again repossess and occupy the Premises without prejudice to any of the remedies that Authority may have under this Lease, or at law or equity by reason of Tenant's default or of such termination; B. Continuation After Default. Even if Tenant has breached this Lease and/or abandoned the Premises, at Authority's option, this Lease may continue in effect, and Authority may enforce all of its rights and remedies under this Lease, including, without limitation, the right to recover lease rental as it becomes due hereunder; and the Authority, without terminating this Lease, may exercise all of the rights and remedies of a landlord under the laws of the State of Florida. -24- Acts of maintenance or preservation, efforts to lease the Premises, or the appointment of receiver upon application of the Authority to protect Authority's interest under this Lease shall not constitute an election to terminate Tenant's right to possession. C. Damages Upon Termination. Should the Authority terminate Tenant's right to possession or terminate this Lease, the Authority shall have all the rights and remedies of a landlord in addition to governmental police power, all as provided by the laws of the State of Florida. At its option, the Authority may recover possession of the Premises and lease it to another tenant, reimburse itself for any expenses, and apply whatever net rent is derived from this transaction in reduction of the amounts due the Authority from Tenant in rents and other charges. Such re -leasing activity will be at the Authority's option, and the Authority has no duty to exercise this option, but if the Authority does, such activity will not waive or release Tenant front its obligation to pay lease rental under this Lease. Upon termination of Tenant's right to possession or of this Lease, in addition to any other rights and remedies to which the. Authority may be entitled under applicable law, Authority shall be entitled to recover from Tenant: (1) the amount at the time of award of the unpaid rental amount and other amounts which had accrued at the time of termination; (2) an amount equal to the amount by which the unpaid rental amount that would have been earned after termination until the time of award exceeds the amount of such rent loss that the Tenant proves could have been reasonably avoided; (3) the worth at the time of award of the amount. by which the total unpaid rent for the balance of the term of this Lease after the tithe of award exceeds the amount of such rent loss that the Tenant proves could be reasonably avoided; and (4) any other amount necessary to compensate the Authority for all the economic losses proximately or consequentially caused to the Authority by Tenant's failure to perform its obligations under this Lease. The amounts referred to in (1) and (2) shall be computed with interest at the rate of eighteen percent (18%) per annum or the maximum interest rate permitted by law in the State of Florida, whichever is greater, provided, however, that this provision shall not be construed to create an obligation for Tenant to pay a usurious rate of interest to the Authority. The amount referred to in (3) shall be computed by reference to competent appraisal evidence of the formula prescribed by and using the lowest discount rate permitted under applicable law. 31. DESTRUCTION AND RESTORATION OF PREMISES. In the event that the Premises or the improvements located thereon shall be destroyed in whole or in part by fire, hurricane, flood or other casualty, then the following will apply: A. If the Premises are partially destroyed and the damage does not exceed fifty percent (50%) of the value of the structure and improvements, the Premises shall be rebuilt utilizing insurance proceeds, and the lease rental payment described in Section 5 shall abate during the period of reconstruction but in no event in excess of six (b) months from the date of the partial destruction; and B. If the damage to the Premises exceeds fifty percent (50%), the Tenant shall have the option to rebuild an equivalent structure using the insurance proceeds to pay for the reconstruction cost. -25- 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 Iease rental shall abate during the period of reconstruction but in no event shall abate in excess of six (6) months from the date of commencement of reconstruction, or Tenant will have the option to terminate this Lease in which case Authority will retain the insurance proceeds as liquidated damages. In any event, Tenant shall comply with the requirements of Sections 12, 13 and 14 above. 32. AIRPORT DEVELOPMENT. Tenant agrees that Authority may develop or improve the facilities at the Airport as it deems advisable, regardless of the interests of the Tenant, and without interference or hindrance from Tenant. 33. ATTORNEYS' FEES. The prevailing party shall recover the attorneys' fees and costs incurred to enforce any provision of this Lease including all costs of collection. Attorneys' costs and expenses recoverable shall include all out-of-pocket expenses and shall not be limited by the Florida Statewide Uniform Guidelines for Taxation of Costs in Civil Actions. 34. RIGHT OF FLIGHT OPERATIONS. Tenant acknowledges and agrees that the Authority reserves for itself, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Premises, together with the right to cause in the airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation of or flight in the airspace, and for use of the airspace for landing on, taking off from, maneuvering, or operating on the Airport. Tenant's use and enjoyment of the Premises is subject to such noise and such other disturbance as may be inherent in such operations. 35. AIRCRAFT HAZARDS. A. Self -Help by Authority. Tenant acknowledges and agrees that the Authority reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent Tenant from erecting, or permitting to be erected, any building or other- structure on or adjacent to the Airport which, in the opinion of the Authority, would limit the usefulness of the Airport or constitute a hazard to aircraft. B. Navigational Aids. The Authority reserves the right during the Lease Term, any renewal thereof, or any extension, to install air navigational aids including lighting, in, under and across the Premises, at the Authority's expense. The Authority agrees to give Tenant no less than ninety (90) days' notice of its intention to install the air navigational aids. 26 (CG �� 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. If, at any time during the term of this Lease, the Authority's possession or rights are terminated, or the entire or substantially all of the Premises shall be taken in condemnation proceedings or by any right of eminent domain, then this Lease. shall terminate and expire on the date of such event and the lease rental and other charges payable hereunder shall be apportioned and paid to the date of such event. 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 convened for use by Tenant for the purpose permitted by this Lease. B. Compensation. Nothing herein shall waive any right that Authority or Tenant may have concerning any rights to be compensated for the appropriation or taking of property or rights by condemnation. 38. NONDISCRIMTNATION The Tenant, for itself, its officers, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that in the event the improvements on the Premises are operated for a purpose for which a Department of Transportation ("DOT") program or activity is extended or for another purpose involving the provision of similar services or benefits, the Tenant shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to 49 CFR Part 21, Nondiscrimination in Federally -assisted Programs of the DOT, and as those regulations may be amended. The Tenantfor itself, its officers, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that: G) no person on condition of race, color, or national origin, shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of the Premises, (ii) in the construction or alteration of any improvements on or over the Premises and the furnishing of services thereon, no person on the grounds of race, color, or national origin, shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (iii) the Tenant shall use the Premises in compliance with all other requirements imposed by or pursuant to 49 CFR Part 21, Nondiscrimination in Federally -assisted Programs of the DOT, and as those regulations may be amended. -27- 39. GOVERNING LAW. This Lease shall be governed by and interpreted according to the laws of the State of Florida. Any litigation involving this Lease, or the use and occupancy of the Premises, shall be filed and litigated in Collier County, Florida, in a non jury proceeding. Tenant hereby waives and releases any right it has or may have to a trial by jury of any issue. 40. BINDING EFFECT. This Lease shall be binding upon and inure to the benefit of the Parties hereto and their successors and such assigns as may be approved by the Authority. This reference does not authorize an assignment or subletting by Tenant that is inconsistent with the restrictions on assignments and subletting, stated heretofore. 41. REMEDIES CUMULATIVE NO WAIVER. A. Cumulative Ri lgZts. The rights and remedies granted to Authority hereunder shall be deemed to be cumulative and non-exclusive. The failure by Authority at any time to assert any such right or remedy shall not be deemed to be a waiver and shall not preclude the entitlement to or the assertion of such right or remedy at a later date. B. Acceptance of Partial Payments. The Authority may, at its exclusive option, accept partial or late lease rental payments from Tenant, without waiving any rights concerning collection of the full amount due, and without waiving the Tenant's default for non-payment. Authority may simultaneously accept partial payments due hereunder and still proceed to dispossess Tenant and/or terminate this Lease or its right to occupy the Premises, Nothing in this provision shall excuse Tenant from making timely payments as they are due. 42. NOTICE TO PARTIES. It is understood and agreed between the Parties hereto that written notice, mailed by certified mail, return receipt requested, or hand delivered to Authority or Tenant or Tenant's agent shall constitute proper and sufficient notice if sent to the places designated in Section 1 or at such other address as either party may designate to the other by notice in writing. 43. SEVERABILITY. In the event any provision of this Lease is determined by a proper judicial authority to be unenforceable, such provision shall be considered separate and severable from the remaining provision of this Lease, which shall remain in force and be binding as though such unenforceable provision had not been included, unless the Authority in the reasonable exercise of its discretion determines that the provision found to be unenforceable goes to the essence of the Lease and its absence renders the Lease defective, then this Lease shall terminate and be of no further force or effect. - 28 N 44. ENTIRE, AGREEMENT. This Lease constitutes the entire agreement between the Parties hereto, supersedes all prior written or oral agreements .or understandings, and may be modified only by a writing executed by the Parties hereto. 45. DOMINANT AGREEMENTS. Tenant hereby covenants and agrees that all of Tenant's rights and privileges under this Lease are subject and subordinate to any and all rights, liens, licenses, leases, tenancies, mortgages, uses, encumbrances and other restrictions which may now or hereafter bind the Authority or encumber the Airport (or any part of the Premises), and to all renewals, modifications and extensions thereof. Without limiting the generality of the foregoing, Tenant expressly understands and agrees that this Lease is subordinate and subject to the Lease Manual, Rules and Regulations, and any and all lending, bonding or certificate of participation, and any and all agreements between the Authority and the FAA, State of Florida, Collier County or other governmental entity or agency, whether presently existing or hereinafter created. During times of war or national emergency, the Authority shall have the right to lease the landing area or any part thereof to the United States Government for military or naval or similar use, and, if such lease is executed, the provisions of this Lease insofar as they are inconsistent with the provisions of the lease to the United States Government, shall be suspended. Any executed lease, including this one, shall be subordinate to the provisions of any existing or future agreement between Authority and the United States, relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the Airport. Tenant hereby covenants and agrees to modify any of the terms and conditions of this Lease that may be determined to be in violation of existing or future laws, regulations, grant assurances or other requirements. In the event the Parties are unable to mutually agree to a reasonable modification of the terms and conditions of this Lease pursuant to this Section 45, the Authority may rescind this Lease by providing thirty (30) days written notice to Tenant. 46. RADON DISCLOSURE. Radon is naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and State guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the Collier County Public Health Unit, 47. HEADINGS. The Section headings are included in this Lease for reference purposes only and shall not be employed to interpret or to construe this Lease. 48. AUTHORIZATION. Each entity executing this Lease warrants and covenants. that this Lease and its execution has been duly authorized and approved by its respective governing board or authorized agents. 29 49. AMENDMENT. This Lease shall not be altered, changed, or amended except by instrument in writing executed by the Authority and the Tenant. 50. FAA RE, QUIRE CONTRACT PROVISIONS. A. Civil Rights — General. The Tenant and its transferee agree to comply with pertinent statutes, Executive Orders, and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision obligates the Tenant or its transferee for the period during which Federal assistance is extended to the Authority through the Airport Improvement Program. In cases where Federal assistance provides, or is in the form of personal property; real property or interest therein; structures or improvements thereon, this provision obligates the party or any transferee for the longer of the following periods: (a) the period during which the property is used by the Authority or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits; or (b) the period during which the Authority or any transferee retains ownership or possession of the property. B. Civil Ri hts — Title VI Assurances - Compliance with Nondiscrimination Requirements. During the performance of this Lease, Tenant, for itself, its assignees, and successors in interest agrees as follows: (1) Compliance with Regulations: The Tenant (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. (2) Non-discrimination: The Tenant, with regard to the work performed by it during this Lease, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Tenant will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. (3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the Tenant for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Tenant of the Tenant's obligations under this Lease and the Nondiscrimination Acts And Authorities on the grounds of race, color, or national origin. (4) Information and Reports: The Tenant will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Authority or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a Tenant is in the exclusive possession of another who fails or refuses to furnish the information, the Tenant will so certify to the Authority or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. -30- (5) Sanctions for Noncompliance: In the event of Tenant's noncompliance with the Non-discrimination provisions of this Lease, the Authority will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: (a) withholding any payments to the Tenant under this Lease until the Tenant complies; and/or (b) cancelling, terminating, or suspending this Lease, in whole or in part. (6) Incorporation of Provisions: The Tenant will include the provisions of Subsections 50.B.(I) through (6) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Tenant will take action with respect to any subcontract or procurement as the Authority or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Tenant becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Tenant may request the Authority to enter into any litigation to protect the interests of the Authority. In addition, the Tenant may request the United States to enter into the litigation to protect the interests of the United States. C. Transfer of Real Property Acquired or Improved Under the Activity, Facility or Program. (1) Tenant for its/his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree (as a covenant running with the land during the terin of this Lease) that: (a) In the event facilities are constructed, maintained, or otherwise operated on the property described in this Lease for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, Tenant will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person oil the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. (2) With respect to licenses, leases, permits, etc., in the event of breach of any of the above Nondiscrimination covenants, the Authority will have the right to terminate the licenses, leases, permits, etc. and this Lease and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the licenses, leases, permits, etc. and this Lease had never been made or issued. D. Construction/Use/Access to Real Property Acquired Under the Activity, Facility or Program. (1) Tenant for itself/himself/herself, its/his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree (as a covenant running with the land during.the term of this Lease) that: (a) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (b) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on tite ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, and (c) that Tenant will use the premises in compliance with all other requirements imposed by or pursuant to the List of discrimination Acts And Authorities. -31- (2) In the event of breach of any of the above nondiscrimination covenants, the Authority will have the right to terminate the licenses, leases, permits, etc. and this Lease and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if the licenses, leases, permits, etc. and this Lease had never been made or issued. E. Title VI List of Pertinent Nondiscrimination Acts and Authorities. During the performance of this Lease, Tenant, for itself, its assignees, and successors in interest, agrees to comply with the following nondiscrimination statutes and authorities, including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (Nondiscrimination In Federally -Assisted Programs of The Department of Transportation —Effectuation of Title VI of The Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209),. (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub - recipients and contractors, whether such programs or activities are Federally funded or not); • Titles 11 and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 -- 12189) as implemented by Department of Transportation regulations at 49 CPR parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your .programs (70 Fed. Reg. at 74087 to 74100); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). F. Federal Fair Labor Standards Act. All contracts and subcontracts that result frojn this solicitation (including this Lease) incorporate by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. -32- The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. Tenant has full responsibility to monitor compliance to the referenced statute or regulation. Tenant must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor -- Wage and Hour Division. G. Occupational Safety and Health Act. All contracts and subcontracts that result from this solicitation (including this Lease) incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. Tenant must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. Tenant retains full responsibility to monitor its compliance and their subcontractor's compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). Tenant must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor --- Occupational Safety and Health Administration. 51. FLORIDA PUBLIC RECORDS LAWS. A. IF TENANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO TENANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS LEASE, CONTACT THE AUTHORITY'S CUSTODIAN OF PUBLIC RECORDS AT (239) 252-1059, marco.customerservice@colliercouniyfl.gov AND/OR 2005 MAINSAIL DRIVE, NAPLES, FLORIDA 34114. B. Tenant acknowledges and agrees that Tenant shall be required to comply with Florida's Public Records Laws,Chapter 119, Florida Statutes. Specifically, Tenant hereby covenants and agrees that it shall: (1) keep and maintain public records required by the Authority to perform the services under this Lease; (2) upon request from the Authority's custodian of public records, provide the Authority with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by Iaw; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the term of this Lease and following completion of this Lease if Tenant does not transfer the records to the Authority; and (5) upon completion of this Lease, transfer, at no cost, to the Authority all public records in possession of Tenant or keep and maintain public records required by the Authority to perform the services under this Lease. If Tenant transfers all public records to the Authority upon completion of this Lease, Tenant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Tenant keeps and maintains public records upon completion of this Lease, Tenant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Authority, upon request from the Authority's custodian of public records, in a format that is compatible with the information technology systems of the Authority. - 33 - ITV wI'Mf'1;SWillFk i W. 1k, P104m hawc rani+;pert Wq INnst it)1w cx (if IPte 1"Arc w DIAL, KMST: Crow K. Kinzcl, Clot of Courts & cw0ptMiler By: (SEAL) 1 ENNT: wi 1NESSES-. IA Witness M 1 Nan: ApprnvW as to fom mW kgdkY: Af�isf�tsst �q A�se� �'�� fK)AJkD (W COUKrY Ct)IuUSSIONERS OF (YXYN Y, FLORIDA, !iFRVINO A Y- C�irmxun GloW Flight Training utions, fnc. Print t+I� nc-. ''SIC OR C©STELLO Print Titic: QwNFIRMAMAGER EXHIBIT "A" Legal Description Phase 1 Lease area Immokalee Airport A parcel or tract of land lying in Sections 35 and 36, Township 46 South, Range 29 East, in Collier County Florida. Commencing at the NE Corner of the Immokalee Airport property, as described in OR Book 70, at Page 635, official records of Collier County Florida, also being the NE Corner of the SW X of the SW'/ of Section 25, Township 46 South, Range 29 East, thence South 00°37'21" East along the east line of the aforementioned''/<, X section, a distance of 1350.11 feet to a point lying on the north line of the NW % of Section 36, thence South 00'33'18" East a distance of 1801.59 feet, thence South 89°26'42 West a distance of 136.05 feet to the Point of Beginning. Leaving the Point of Beginning, thence South 01°48'23" East, a distance of 650.00 feet, to the Southeast corner of the Phase 1 Lease Area, thence South 88°11'37" West, a distance of 3267.26 feet, thence South 45°27'07" West, a distance of 810.38 feet, thence South 88°11'37" West, a distance of 1530.88 feet to the southwest corner of the Phase 1 Lease Area, thence North 01°48'23" West, a distance of 1200.00 feet to the northwest corner of the Phase 1 Lease Area, thence North 88°11'37" East, a distance of 5393.29 feet to the Point of Beginning of the herein described Phase 1 Lease Area. Parcel contains 103.56 acres, more or less. LEGAL DESCRIPTION TO ACCOMPANY SKIS CH 7HE WARD SURVEY GROUP, INC 1666 MCGREGOR RESERVE DRIVE FT. MYERS, FL 33901 239.245.4555 LO No.:8654 I JOB 0NUMBER I ftEVCIOON 35/36 I Ta 46"{p I R 29 t` N/A I 04NOV2 I DRMAW BY LEGALPHI DWG 2 S 0 F 2 PHASE 2 i.EASE AREA 110,00 ac. PHASE 3 LEASE AREA 110.00 ac. alw NE COP AlfMWOR 70?G 05 'UM NE cop swi vF THa sw'l 5EC 25. TaGSR?9E f PHASE 4 LEASE AREA 110.00ac. r�arn uYe �; sEc:� f — ____ — — — ...,. — _ _ __.. d N FBO AREA 30.99 ac. PHASE 5 LEASE AREA 92,62 ac. PHASE 1 LEASE AREA AIRCRAFT HANGARS 103.56 ac. w� f I - tinr� DOWYslsned5y f :t ; ✓' M(t haelA.ward y�."� .pat�Zo2S.t1.o4 f � PIigSE 1 LFASEAREA nua �OESCRIPT�IOMAND KETCH IhihiQKALEE AIRPORT rxx wry ..... ig Exhibit "B" PROPOSED HANGAR BUILDINGS SCHEMATIC � » I'll oil /o* SITE PLAN ' PHASE 1 ----- --- company ID Number. 1059260 Exhibit "C" THE E-VERIFY MEMORANDUM OF UNDERSTANDING FOR EMPLOYERS ARTICLE I PURPOSE AND AUTHORITY The parties to this agreement are the Department of Homeland Security (DHS) and the Global Flight Training Solutions INC (Employer). The purpose of this agreement is to set forth terms and conditions which the Employer will follow while participating in E-Verify. E-Verify is a program that electronically confirms an employee's eligibility to work in the United States after completion of Form 1--9, Employment Eligibility Verification (Form 1-9). This Memorandum of Understanding (MOU) explains certain features of the E-Verify program and describes specific responsibilities of the Employer, the Social Security Administration (SSA), and DHS. Authority for the &Verify program is found in Title IV, Subtitle A, of the illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA), Pub, L. 104-20B, 110 Stat. 3009, as amended (8 U.S.G. § 1324a note). The Federal Acquisition Regulation (FAR) Subpart 22.18, "Employment Eligibility Verification" and Executive Order 12989, as amended, provide authority for Federal contractors and subcontractors (Federal contractor) to use E-Verify to verify the employment eligibility of certain employees working on Federal contracts. ARTICLE 11 RESPONSIBILITIES A, RESPONSIBILITIES OF THE EMPLOYER 1, The Employer agrees to display the following notices supplied by OHS in a prominent place that is clearly visible to prospective employees and all employees who are to be verified through the system: a. Notice of E.-Verify Participation b. Notice of Right to Work 2, The Employer agrees to provide to the SSA and DHS the narhes, titles, addresses, and telephone numbers of the Employer representatives to be contacted about E-Verify. The Employer also agrees to keep such information current by providing updated Information to SSA and DHS whenever the representatives' contact information changes. 3. The Employer agrees to grant E-Verify access only to current employees who need E-Verify access. Employers must promptly terminate an employee's E-Verify access if the employer is separated from the company or no longer needs access to E-Verify. Pap 1 of 17 E-Verify MOU for Employers I Reviston rate 06/01/13 Company ID Number: 1659266 4, The Employer agrees to become familiar with and comply with the most recent version of the E-Verify User Manual. 5. The Employer agrees that any Employer Representative who will create E-Verify cases will complete the E-Verify Tutorial before that individual creates any cases. a. The Employer agrees that all Employer representatives will take the refresher tutorials when prompted by E-Verify in order to continue using E-Verify. Failure to complete a refresher tutorial will prevent the Employer Representative from continued use of E-Verify. 6. The Employer agrees to comply with current Form 1-9 procedures, with two exceptions: a. If an employee presents a "List B" identity document, the Employer agrees to only accept "List B" documents that contain a photo. (List B documents Identified in 8 C.F,R. § 274a,2(b)(1)(E)) can be presented during the Form 1-9 process to establish identity.) If an employee objects to the photo requirement for religious reasons, the Employer should contact E-Verify at 888-464-4218. b. If an employee presents a DHS Form 1-551 (Permanent Resident Card), form 1-766 (Employment Authorization Document), or U.S. Passport or Passport Card to complete Form 1-9, the Employer agrees to make a photocopy of the document and to retain the photocopy with the employee's Form 1-9. The Employer will use the photocopy to verify the photo and to assist DHS with Its review of photo mismatches that employees contest. DHS may in the future designate other documents that activate the photo screening tool. Note: Subject only to the exceptions noted previously in this paragraph, employees still retain the right to present any List A, or List B and List C, document(s) to complete the Form 1.9. 7, The Employer agrees to record the case verification number on the employee's Form 1-9 or to print the screen containing the case verification number and attach It to the employee's Form 1-9. 8, The Employer agrees that, although it participates in E-Verify, the Employer has a responsibility to complete, retain, and make available for inspection Forms 1-9 that relate to its employees, or from other requirements of applicable regulations or laws, including the obligation to comply with the antidiscrimination requirements of section 274B of the INA with respect to Form 1-9 procedures. a. The following modified requirements are the only exceptions to an Employer's obligation to not employ unauthorized workers and comply with the anti -discrimination provision of the INA: (1) List B identity documents must have photos, as described in paragraph G above; (2) When an Employer confirms the identity and employment eligibility of newly hired employee using E-Verify procedures, the Employer establishes a rebuttable presumption that it has not violated section 274A(a)(1)(A) of the Immigration and Nationality Act (INA) with respect to the hiring of that employee; (3) if the Employer receives a final nonconfirmation for an employee, but continues to employ that person, the Employer must notify DHS and the Employer is subject to a civil money penalty between $550 and $1,100 for each failure to notify DHS of continued employment following a final nonconfirmation; (4) If the Employer continues to employ an employee after receiving a final nonconfirmation, then the Employer Is subject to a rebuttable presumption that it has knowingly Pape 2 of 17 E-Verify MOU for Employers I Revlalon Data 0610ill 3 Company ID Number., 1659266 employed an unauthorized alien In violation of section 274A(a)(1)(A), and (5) no E-Verify participant is civilly or criminally:iiable under any law for any action taken In good faith based on information provided through the E-Verify, b, [DHS reserves the right to conduct Form 1-9 compliance inspections, as well as any other enforcement or compliance activity authorized by law, including site visits, to ensure proper use of E Verlfy. 9. The Employer Is strictly prohibited from creating an EVerify case before the employee has been hired, meaning that a firm offer of employment was extended and accepted and Form 1-9 was completed, The Employer agrees to create, an E-Verify case for new employees within three Employer business days after each employee has been hired (after both Sections 1 and 2 of Form 1-9 have been completed), and to complete as many steps of the E-Verify process as are necessary according to the E-Verify User Manual. If E-Verify Is temporarily unavailable, the three-day time period will be extended until it is again operational in order to accommodate the Employer's attempting, in good faith, to make inquiries during the period of unavailability. 10. The Employer agrees not to use E-Verify for pre -employment screening of job applicants, in support of any unlawful employment practice, or for any other use that this MOU or the E-Verify User Manual does not authorize. 11. The Employer must use E-Verify for all new employees. The Employer will not verify selectively and will not verify employees hired before the effective date of this MOU. Employers who are Federal contractors may qualify for exceptions to this requirement as described in Article [I.B of this MOU: 12. The Employer agrees to follow appropriate procedures (see Article III below) regarding tentative non confirmations. The Employer must promptly notify employees In private of the finding and provide them with the notice and letter containing information specific to the employee's E-Verify case. The Employer agrees to provide bath the English and the translated notice and letter for employees with limited English proficiency to employees. The Employer agrees to provide written referral instructions to employees and Instruct affected employees to bring the English copy of the letter to the SSA. The Employer must allow employees to contest the finding, and not take adverse action against employees If they choose to contest the finding, while their case is still pending. Further, when employees contest a tentative nonconfirmation based upon a photo mismatch, the Employer must take additional steps (see Article 111.5, below) to contact DHS with information necessary to resolve the challenge. 13, The Employer agrees not to take any adverse action against an employee based upon the employee's perceived employment eligibility status while SSA or DHS is processing the verification request unless the Employer obtains knowledge (as defined in B C,F,R. § 274a.1(1)) that the employee is not work authorized, The Employer understands that an initial inability of the SSA or DHS automated verification system to verify work authorization, a tentative nonconfirmation, a case in continuance (indicating the deed for additional time for the government to resolve a case), or the finding of a photo mismatch, does not establish, and should not be interpreted as, evidence that the employee is not work authorized. In any of such cases, the employee must be provided a full and fair opportunity to contest the finding, and if he or she does so, the employee may not be terminated or suffer any adverse employment consequences based upon the employee's perceived employment eligibility status Page 3 of 17 Verify ivmbu for Employers I Revision Hate 06101/13 i{f ifijl�. Company Ia Number: 1659266 (including denying, reducing, or extending work hours, delaying or preventing training, requiring an employee to work In poorer conditions, withholding pay, refusing to assign the employee to a Federal contract or other assignment, or otherwise assuming that he or she is unauthorized to work) until and unless secondary verification by SSA or DHS has been completed and a final nonconfirmation has been issued. If the employee does not choose to contest a tentative nonconfirmation or a photo mismatch or if a secondary verification is completed and a final nonconfirmation is Issued, then the Employer can find the employee is not work authorized and terminate the employee's employment, Employers or employees with questions about a final nonconfirmation may call E-Verify at 1-888-464- 4218 (customer service) or 1-888-897-7781 (worker hotline). 14. The Employer agrees to comply with Title VII of the Civil Rights Act of 1964 and section 274B of the INA as applicable by not discriminating unlawfully against any individual In hiring, firing, employment eligibility verification, or recruitment or referral practices because of his or her national origin or citizenship status, or by committing discriminatory documentary practices. The Employer understands that such illegal practices can include selective verification or use of E-Verify except as provided in part D below, or discharging or refusing to hire employees because they appear or sound "foreign" or have received tentative nonconfirmations, The Employer further understands that any violation of the Immigration -related unfair employment practices provisions in section 274B of the INA could subject the Employer to civil penalties, back pay awards, and other sanctions, and violations of Title Vll could subject the Employer to back pay awards, compensatory and punitive damages. Violations of either section 274E of the INA or Title VI1 may also lead to the termination of its participation in E-Verify: If the Employer has any questions relating to the anti -discrimination provision, It should contact OSC at 1-800-266-8156 or 1-800-237-2516 (TDiD). 15. The Employer agrees that it will use the information it receives from E-Verify only to confirm the employment eligibility of employees as authorized by this MOU. The Employer agrees that it will safeguard this information, and means of access to it (such as PINS and passwords), to ensure that it is not used for any other purpose and as necessary to protect its confidentiality, including ensuring that It is not disseminated to any person other than employees of the Employer who are authorized to perform the Employer's responsibilities under this MOU, except for such dissemination as may be authorized in advance by SSA or DHS for legitimate purposes, 16. The Employer agrees to notify DHS immediately in the event of a breach of personal Information. Breaches are defined as loss of control or unauthorized access to E-Verify personal data. All suspected or confirmed breaches should be reported by calling 1-888-464-4218 or via email at &Verify dhs.00v. Please use "Privacy Incident— Password" in the subject line of your email when sending a breach report to E-Verify. 17. The Employer acknowledges that the Information it receives from SSA is governed by the Privacy Act (5 U.S.C. § 552a(l)(1) and (3)) and the Social Security Act (42 U.S,C. 1306(a)). Any person who obtains this Information under false pretenses or uses it for any purpose other than as provided for in this MOO may be subject to criminal penalties. 18, The Employer agrees to cooperate with DHS and SSA in their compliance monitoring and evaluation of E-Verify, which includes permitting DHS, SSA, their contractors and other agents, upon Page 4 of V E Vedfy Mau for Employere I Revislon Date 08lD1113 Company ID Number: 1659208 reasonable notice, to review Forms I-9 and other employment records and to Interview it and its employees regarding the Employer's use of E-Verify, and to respond in a prompt and accurate manner to DHS requests for Information relating to their participation in E-Verify. 19. The Employer shall not make any false or unauthorized claims or references about its participation in E-Verify on Its website, in advertising materials, or other media. The Employer shall not describe its services as federally -approved, federally -certified, or federally -recognized, or use language with a similar Intent on its webslte or other materials provided to the public. Entering into this MOU does not mean that E-Verify endorses or authorizes your E-Verify services and any claim to that effect Is false. 20. The Employer shall not state in its website or other public documents that any language used therein has been provided or approved by DHS, USCIS or the Verification Division, without first obtaining the prior written consent of OHS, 21. The Employer agrees that E-Verify trademarks and logos may be used only under license by DHS/USCIS (see M-795 ANeb)1 and, other than pursuant to the specific terms of such license, may not be used in any manner that might imply that the Employer's services, products, websites, or publications are sponsored by, endorsed by, licensed by, or of illated with DHS, USCIS, or E-Verify. 22. The Employer understands that If it uses E-Verify procedures for any purpose other than as authorized by this MOU, the Employer may be subject to appropriate legal action and termination of its participation in E-Verify according to this MOU, B. RESPONSIBILITIES OF FEDERAL CONTRACTORS 1. If the Employer is a Federal contractor with the FAR E-Verify clause subject to the employment verification terms in Subpart 22.18 of the FAR, it will become familiar with and comply with the most current version of the E Verify User Manual for Federal Contractors as well as the E-Verify Supplemental Guide for Federal Contractors. 2. In addition to the responsibilities of every employer outlined In this MOU, the Employer understands that If it is a Federal contractor subject to the employment verification terms in Subpart 22.18 of the FAR It must verify the employment eligibility of any "employee assigned to the contract" (as defined in FAR 22.1801). Once an employee has been verified through E-Verify by the Employer, the Employer may not create a second case for the employee through E-Veriff , a. An Employer that is not enrolled in E-Verify as a Federal contractor at the time of a contract award must enroll as a Federal contractor In the E-Verify program within 30 calendar days of contract award and, within 80 days of enrollment, begin to verify employment eligibility of new hires using E-Verify. The Employer must verify those employees who are working in the United States, whether or not they are assigned to the contract. Once the Employer begins verifying new hires, such verification of new hires must be initiated within three business days after the hire date. Once enrolled in E-Verify as a Federal contractor, the Employer must begin verification of employees assigned to the contract within 90 calendar days after the date of enrollment or within 30 days of an employee's assignment to the contract, whichever date Is later. Page 5 of 17 E-Verify MOU for Employers I Revislon Date O6101113 ,I�i lit'11�, Company ID Number: 1659266 b, Employers enrolled in E-Verify as a Federal contractor for 90 days or more at the time of a contract award must use E--Verify to begin verification of employment eligibility for now hires of the Employer who are working in the United States, whether or not assigned to the contract, within three business days after the date of hire. If the Employer Is enrolled in E-Verify as a Federal contractor for 90 calendar days or less at the time of contract award, the Employer must, within 90 days of enrollment, begin to use E-Verify to initiate verification of new hires of the contractor who are working in the United States, whether or not assigned to the contract. Such verification of new hires must be initiated within three business days after the date of hire. An Employer enrolled as a Federal contractor in F-Verify must begin verification of each employee assigned to the contract within 90 calendar days after date of contract award or within 30 clays alter assignment to the contract, whichever is later. c, Federal contractors that are institutions of higher education (as defined at 20 U.S.C. 1001 state or local governments, governments of Federally recognized Indian tribes, or sureties performing under a takeover agreement entered into with a Federal agency under a performance bond may choose to only verify new and existing employees assigned to the Federal contract. Sucl- Federal contractors may, however, elect to verify all new hires, and/or all existing employees mired after November 6, 1986, Employers In this category must begin verification of employees assigned to the contract within 00 calendar days after the date of enrollment or within 30 days of an employee's assignment to the contract, whichever date is later. d. Upon enrollment, Employers who are Federal contractors may elect to verify employment eligibility of all existing employees working in the United States who were hired after November 6, 1986, instead of verifying only those employees assigned to a covered Federal contract. After enrollment, Employers must elect to verify existing staff. following DHS procedures and begin E-Verify verification of all existing employees within 180 clays after the election. e, The Employer may use a previously completed Form 1-9 as the basis for creating an E-Verify case for an employee assigned to a contract as long as: i. That Form 1-9 Is complete (including the SSN) and complies with Article Il,A.6, 1i. The employee's work authorization has not expired, and iii. The Employer has reviewed the Form 1-9 information either in person or in communications with the employee to ensure that the employee's Section 1, Form 1-9 attestation has not changed (including, but not limited to, a lawful permanent resident alien having become a naturalized U-S. citizen). f, The Employer shall complete a now Form 1-9 consistent with Article II.A.6 or update the previous Form 1-9 to provide the necessary Information if: i, The Employer cannot determine that Form 1-9 compiles with Article 11.A.6, ii, The employee's basis for work authorization as attested in Section 1 has expired or changed, or Ili. The Form 1-9 contains no SSN or is otherwise incomplete. Note: If Section 1 of Form 1-9 is otherwise valid and up-to-date and the farm otherwise complies with page 6 of 17 F-Verity MOU for Employers I Revlskon Date 08/01/13 Camliany la Nti11113et: 1659266 Article Ii.C,S, but reflects documentation (such as a U.S. passport or Form 1-551) that expired after completing Form k9, the Employer shall not require the production of additional documentation, or use the photo screening tool described in Article 11,A.5, subject to any additional or superseding instructions that may be provided on this subject in the E-Varify User Manual. g. The Employer agrees not to require a second verification using E-Verify of any assigned employee who has previously been verified as a newly hired employee under this MOU or to authorize verification of any existing employee by any Employer that is not a Federal contractor based on this Article, 3. The Employer understands that if it Is a Federal contractor, its compliance with this MOU Is a performance requirement under the terms of the Federal contract or subcontract, and the Employer consents to the release of Information relating to compliance with its verification responsibilities under this MOU to contracting officers or other officials authorized to review the Employer's compliance with Federal contracting requirements. C. RESPONSIBILITIES OF SSA 1. SSA agrees to allow DHS to compare data provided by the Employer against SSA's database. SSA sends DHS confirmation that the data sent either matches or does not match the information in SSA's database, 2, SSA agrees to safeguard the information the Employer provides through E-Verify procedures. SSA also agrees to limit access to such Information, as is appropriate by law, to individuals responsible for the verification of Social Security numbers or responsible for evaluation of E-Verify or such other persons or entities who may be authorized by SSA as governed by the Privacy Act (5 U.S.C, § 552a), the Social Security Act (42 U.S.C. 1306(a)), and SSA regulations (20 CFR Part 401). 3. SSA agrees to provide case results from Its database within three Federal Government work days of the initial inquiry. E-Verify provides the information to the Employer. 4. SSA agrees to update SSA records as necessary if the employee who contests the SSA tentative nonconfirmation visits an SSA field office and provides the required evidence. If the employee visits an SSA field office within the eight Federal Government work stays from the date of referral to SSA, SSA agrees to update SSA records, if appropriate, within the eight -day period unless SSA determines that more than eight days may be necessary, In such cases, SSA will provide additional instructions to the employee. If the employee does not visit SSA in the time allowed, E-Verify may provide a final nonconfirmation to the employer. Note: If an Employer experiences technical problems, or has a policy question, the employer should contact E-Verify at 1-888-464-4218_ D. RESPONSIBILITIES OF DHS 1. DHS agrees to provide the Employer with selected data from DHS datat ases to enable the Employer to conduct, to the extent authorized by this MOU: a. Automated verification checks on alien employees by electronic means, and Page 7 of 17 E-Verify MOU forEnployera I Revialon Date 06101/13 Company III Number: 1659266 b. Photo verification checks (when available) on employees. 2. DHS agrees to assist the Employer with operational problems associated with the Employer's participation in E-Verify. DHS agrees to provide the Employer names, titles, addresses, and telephone numbers of DHS representatives to be contacted during the E-Verify process. 3. DHS agrees to provide to the Employer with access to E-Verify training materials as well as an E-Verify User Manual that contain instructions on E-Verify policies, procedures, and requirements for both SSA and DHS, including restrictions on the use of E-Verify, a, DHS agrees to train Employers on all important changes made to E-Verify through the use of mandatory refresher tutorials and updates to the E-Verify User Manual. Even without changes to E-Verify, DHS reserves the right to require employers to take mandatory refresher tutorials. 5. DHS agrees to provide to the Employer a notice, which Indicates the Employer's participation in E-Verify, DHS also agrees to provide to the Employer anti-discriminatlon notices issued by the Office of Special Counsel for Immigration -Related Unfair Employment Practices (OSC), Civil Rights Division, U.S, Department of Justice. 6. DHS agrees to issue each of the Employer's E-Verity users a unique user Identification number and password that permits them to log in to E-Verify, 7. DHS agrees to safeguard the Information the Employer provides, and to limit access to such Information to Individuals responsible for the verification process, for evaluation of E-Verify, or to such other persons or entities as may be authorized by applicable law. Information will be used only to verify the accuracy of Social Security numbers and employment eligibility, to enforce the INA and Federal criminal laws, and to administer Federal contracting requirements. 8. DHS agrees to provide a means of automated verification that provides (in conjunction with SSA verification procedures) confirmation or tentative nonconfirmation of employees' employment eligibility within three Federal Government work days of the initial inquiry. 9. DHS agrees to provide a means of secondary verification (including updating DHS records) for employees who contest DHS tentative nonconfirmations and photo mismatch tentative nonconfirmations.. This provides final confirmation or nonconfirmation of the employees' employment eligibility within 10 Federal Government work days of the date of referral to DHS, unless DHS determines that more than 10 days may be necessary. In such cases, DHS will provide additional verification instructions. ARTICLE III REFERRAL OF INDIVIDUALS TO SSA AND DHS A. REFERRAL TO $SA 1, if the Employer receives a tentative nonconfirmation issued by SSA, the Employer must print the notice as directed by E-Verify. The Employer must promptly notify employees in private of the finding and provide them with the notice and letter containing information specific to the employee's E-Verify Page 0 or 17 E-Verify MDU ror Employes I Revision Date t IMI13 mEm 1-=-Ver i /I 1 Compiany ID Number: 1059266 case. The Employer also agrees to provide both the English and the translated notice and letter for employees with limited English proficiency to employees. The Employer agrees to provide written referral Instructions to employees and instruct affected employees to bring the English copy of the letter to the SSA, The Employer must allow employees to contest the finding, and not take adverse action against employees If they choose to contest the finding, while their case is still pending, 2, The Employer agrees to obtain the employee's response about whether he or she will contest the tentative nonconfirmation as soon as possible after the Employer receives the tentative nonconfirmation, Only the employee may determine whether he or she wilt contest the tentative nonconfirmation, 3, After a tentative nonconfirmation, the Employer will refer employees to SSA field offices only as directed by E-Verify, The Employer must record the case verification number, review the employee information submitted to E-Verify to Identify any errors, and find out whether the employee contests the tentative nonconfirmation, The Employer will transmit the Social Security number, or any other corrected employee information that SSA requests, to SSA for verification again If this review indicates a need to do so. A, The Employer will instruct the employee to visit an SSA office within eight Federal Government work days, SSA will electronically transmit the result of the referral to the Employer within 10 Federal Government work days of the referral unless it determines that more than 10 days is necessary. 5. While waiting for case results, the Employer agrees to check the E-Verify system regularly for case updates, 6. The Employer agrees not to ask the employee to obtain a printout from the Social Security Administration number database (the Numident) or other written verification of the SSN from the SSA. B, REFERRAL TO DHS 1. If the Employer receives a tentative nonconfirmation issued by DHS, the Employer must promptly notify employees In private of the finding and provide them with the notice and letter containing information specific to the employee's E-Verify case. The Employer also agrees to provide both the English and the translated notice and letter for employees with limited English proficiency to employees. The Employer must allow employees to contest the finding, and not take adverse action against employees if they choose to contest the finding, while their case Is still pending. 2. The Employer agrees to obtain the employee's response about whether he or she will contest the tentative nonconfirmation as soon as possible after the Employer receives the tentative nonconfirmation, Only the employee may determine whether he or she will contest the tentative nonconfirmation. 3. The Employer agrees to refer individuals to DHS only When the employee chooses to contest a tentative nonconfirmation. 4If the employee contests a tentative nonconfirmation issued by DHS, the Employer will instruct the Palle 9 of 17 E-Verify MOU for E MP10yers I RevlsioM [late 013101113 F=-verify.......* Air Company ID Numbor: 1659266 employee to contact DHS through its toll -free hotline (as found on the referral letter) within eight Federal Government work days. 5. If the Employer finds a photo mismatch, the Employer must provide the photo mismatch tentative nonconfirmatlon notice and follow the instructions outlined in paragraph 1 of this section for tentative nonconfirmations, generally. 6. The Employer agrees that if an employee contests a tentative nonconfirmation based upon a photo mismatch, the Employer will send a copy of the employee's Form 1-551, Form 1-766, U.S. Passport, or passport card to DHS for review by: a. Scanning and uploading the document, or b. Sending a photocopy of the document by express mail (furnished and paid for by the employer). 7. The Employer understands that If it cannot determine whether there is a photo matchtmismatch, the Employer must forward the employee's documentation to DHS as described in the preceding paragraph. The Employer agrees to resolve the case as specified by the DHS representative who will determine the photo match or mismatch. 8, DHS will electronically transmit the result of the referral to the Employer within 10 Federal Government work days of the referral unless it determines that more than 10 days is necessary. 9. While waiting for case results, the Employer agrees to check the E Verify system regularly for case updates. ARTICLE IV SERVICE PROVISIONS A, NO SERVICE FEES 1. SSA and DHS will not charge the Employer for verification services performed under this MOU. The Employer Is responsible for providing equipment needed to make inquiries. To access E-Verify, an Employer will need a personal computer with Internet access. ARTICLE V MODIFICATION AND TERMINATION A, MODIFICATION 1. This MOU Is effective upon the signature of all parties and shall continue in effect for as long as the SSA and DHS operates the E-Verify program unless modified in writing by the mutual consent of all parties. 2, Any and all E-Verify system enhancements by DHS or SSA, including but not limited to E-Verify checking against additional data sources and Instituting new verification policies or procedures, will be covered under this MOU and will not cause the need for a supplemental MOU that outlines these changes. page 10 or 17 E-Verify MOU for Employers I ReVlslon Date 06101/13 Company tD Number: 1659266 13. TERMINATION 1. The Employer may terminate this MOU and Its participation In E-Verify at any time upon SO days prior written notice to the other parties, 2. Notwithstanding Article V, part A of this MOU, OHS may terminate this MOU, and thereby the Employer's participation in E-Verify, with or without notice at any time if deemed necessary because of the requirements of law or policy, or upon a determination by SSA or DHS that there has been a breach of system integrity or security by the Employer, or a failure on the part of the Employer to comply with established E-Verify procedures and/or legal requirements. The Employer understands that if it is a Federal contractor, termination of this MOU by any party for any reason may negatively affect the performance of its contractual responsibilities. Similarly, the Employer understands that If it Is In a state where E-Verify Is mandatory, termination of this by any party MOU may negatively affect the Employer's business. 3. An Employer that Is a Federal contractor may terminate this MOU when the Federal contract that requires Its participation in E-Verify is terminated or completed. in such cases, the Federal contractor must provide written notice to DHS, if an Employer that is a Federal contractor falls 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 EY-Verify procedures to verify the employment eligibility of all newly hired employees. 4. The Employer agrees that E-Verify Is not liable for any losses, financial or otherwise, If the Employer is terminated from E-Verify. ARTICLE VI PARTIES A. Some or all SSA and DHS responsibilities under this MOU may be performed by contractor(s), and SSA and DHS may adjust verification responsibilities between each other as necessary. By separate agreement with 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 DHS or SSA policy, including but not limited to, Page 11 or 17 E-Verify MOU for Employma I Revision Rate 06101113 F.-Verify.......*,, GoMpany (D 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 ©H5 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 ref Employm I RaVlelon Dale 06101M Company 1D Number: 1B69266 Approved by: Employer Global Flight Training Solutions INC Name (Tease Type or Print) Title Victor G Costello Signature Date Electronically Signed 081241202/ Department of Homeland Security -- Verification Division Name (Please Type or Print) Title USCIS Verification Division Signature Date Electronically Signed 0312412021 Page 13 of 17 EVerlly MOt1 for Employers I Revision pate 06101113 Company ID Number: 1659266 Information Required For the E-Verify Program Information relating to your Company; Company Name Globat Flight Training Solutions ING Company Facility Address 185 Alrpark Blvd Immokalee, FL 34142 Company Alternate Address County or Parish COLLIER Employer Identification Number 834116003 North American Industry Classification Systems Code 812 Parent Company Number of Employees 1 to 4 Number of Sites Verified for 1 Pago 14 of W E-Verify MQU for Employers I Revlslon Date 06101/13 E-VeriFy---,*n`,!1'i�f Company ID Number: 1659266 Are you verifying for more than 1 situ If yes, please provide the number of sites verified for In each State: FLORIDA 1 site(s) page 15 of 17 E Vedfy MOU for Employem I Revislon Vat9 06/01/13 Pw =-Verify—.* r 11• S Company ID Number: 1659266 Information relating to the Program Adm(nistrators) for your Company on policy questions or operational problems: Name Victor C Costello Phone Number 014) 291 , 8772 Fax Number Email Address vletor@globaiflighttrainingsolutione.com Name Victor C Costello Phone Number (914) 291 - 8772 Fax Number t mail Addraaa victor@globetflightsolutions.com Page 10 of 17 E-Verify MOU for Employers I ReVISIOn Gate 061giM3 E-Verify.......0, Company ID Number; 1659266 Page intentionally left blank Page 17 of 17 Verify MOU for Employers I ReVlslon Dale 00101/13 Exhibit t "D" * OLD REPUBLIC INSURANCE COMPANY CERTIFICATE OF INSURANCE ER --GATE NUA113ER 834-11640 Tl6sisc Wto:CERTIFICATEHOLDER PAdditionalinsured TholdLanirclpoGcy(:yl�vana3tl�stladlo: Collier County Airport Authority Global Flight Training Solutions 2005 Mainsall Dr., Suite #1 166 Airpark Blvd Naples FL 34114 Immokalee FL 34142 ISSUE DATE 1/712025 POLICY INFORMATION AIRCRAFT POLICY NUMBER COVERAGE EFFECTIVE DATE POLICY EFFECTIVE DATE POLICY EXPIRATION LATE WSURANCE COMPANY AVC00506903 1(312025 12:01 AM 10J2025 12:01 AM. MM2026 12:01A.M. OLD REPUBLIC INSURANCE COMPANY LIABILITY COVERAGES SINGLE LIMIT BODILY INJURY IN.—M.. PASSENGER S PROPERTY DAMAGE MLIABILITY WITH PASSENGER LIABILITY LIMITEDTO: LIMITS OF LIABILITY EACH PERSON EACH OCCURRENCE XXXX $ 1,000,000 $ 100,000 XXXX DESCRIPTION OF AIRCRAFT PHYSICAL DAMAGE COVERAGE [ ]All Risks Ground and In -Flight SEE ATTACHEOAIRCRAFTSCHEOULE FAA No, YEAR MAKES MODEL -. - . SERIALNO, OWE :TYPE INBUREO VALUE . :. �. ...... .:NOT .DEDUCTIULE DEDUCTIBLE '- - - . IN MDTIOH IN MOTION 5INOESTION N125ME 2000 Cessna 172 FF $200,000 $2,500 $2,500 N2171X 2004 Cessna 172 FF ,` $220,000 .. ). ., $2.500 $2,500 N1475V 1075 Cessna 172 FF $B5,000 $2,500 $2,500 N734AM ` 1977 :Cessna 172.FF $115,000 $2,500 $2,500 N$595S 1967 Cessna 150 Fr $60,000 ....,' $2,500 $2,500 N562F ;.. 1969 :Piper.PA-3U _ FF165,000 $2,5.00 $2,600 N17270 1971 Cessna 172 FF $60,000 $2,500 $2,500 THIS COVERAGE INCLUDES: ❑ WAR UABILITYCOVERAGF ❑ 1RI11IABILr1YCO1MRAGE ❑ WAR PHYSICAL OAMhGL cev"AGE ❑ As respects 8.yAlrc 11 Wx .d and Operated try the Namur lnswad and -o d undar9le aW,. referenced Pd1W. ❑ TRIO 1HYSICA1—AGEC(P1--E ❑ SEEA7TACHE6 OTHER COVERAGESICON D]TION51ADD1T]ONALREh1ARK55CNEDULE OTHERCOVERAGt_5! CONDITIONS) REMARKS Certificate Holder is included as an Additional Insured on Aircraft Liability Coverage but only with respect to operations of the Named Insured. PROVISION HAS BEEN MADE TO GIVE THE CERTIFICATE HOLDER THIRTY (30) DAYS NOTICE OF CANCELLATION - TEN (10) DAYS FOR NONPAYMENT OF PREMIUM -OF ANY POLICY ABOVE; HOWEVER, THE COMPANY ASSUMES NO RESPONSIBILITY FORTHE FAILURE TO PROVIDE SUCH NOTICE. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CFRTIFICATE DOES NOT AMEND, EXTEND, OR At -TER THE COVERAGE, TERMS, EXCLUSIONS, CONDITIONS, OR OTHER PROVISIONS AFFORDED BYTHE POLICIES REFERENCED HEREIN NOR DOES IT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURCR(S), AUTHORIZED REPRESENTATIVE, OR PRODUCER. AGENCYIPRODUCER PHONE Facer insurance Agency, Inc 217-892-2147 OLD REPUBUCAEROSPACE, INC. AUTHORIZED REPRESENTATIVE 0 � �, i9l.t�l 1�4�L .... : 01.0 REPU Ilhlf'.AEROS P.1cv" I\C;. 2015 �An3hn Rn d, Stile 3D0 Knnnesaw GA 30144 1 PH 1-770-59O A950 I FX 1-770.DJQ05913 AIRCRAF-T (031.24) Q 2021 All Ohl, rE .d. 63477G',0 ' %Y'gj.7. "1.5/1.5 AVC0050510 : ag/'l/JOJS 3: Y_: Qtl F:A Ir.S-1 :'ay,: ,,r This Cf1r1:1 i:l Cd T.P. r. snr.eln and nuneruarlen Al-1, ore,:inu lv iraveel cert,ifiaA tes. Exhibit "D" yr fi � fi * * * OLD REPUBLIC INSURANCE COMPANY CERTIFICATE OF INSURANCE CERTIFICATE NUMBER ISSUE SATE 83409382 11212025 Tns is cvrtfy to: C ERTIF ICATE HOLDER 1._ __.... CollierCouhtAirport Authority Global Flight Training Solutions 2105 Mainsail Drive 165 Air Blvd Suit. 1 Immokalee FL 34142 Naples FL 34114 COMM ERCIAL GENERAL LIABILITY INFORMATION AVIATION POLICYNUMBER COVERAGE EFFECTIVE DATE POLICY EFFECTIVE DATE POLICY EXPIRATION DATE INSURANCECOMPAW AR 00185001 1/312G25 1201 A.M. 1/3/2025 1101 A.M. 1/312026 12,01 A.M. OLD REPuaLIC INSURANCE COWANY LIABiLITYCOVERAGES LIMITS OF LIABILITY General Aggregate $ ✓ Each Occurrence $ 1,000,000 ✓ Damage To Prem"s Rented To Your $ 100,000 Each Premises ProduclsICompleted Operations $ 1,000,000 Aggregate ✓ Personal &Advertising Injury $ 1,000,000 Aggregate ✓ Medical Expense $ 5,000 Each Person ✓B Hangarkeeper's Liability $ 1,000,000 Each Loss $ 500,000 Each Airoritll J Hangarkeeper`s Deductibles $ 2,500 Each Piston Powered Aircraft $ 10,000 Each Turbine Powered Aircraft(Non-Alrline) $ 25,000 Each Turbine PoweredAlrcraft (Airline) NomOwned Aircraft Lialohly Including Passenger Bodily $ Each Occurrence Fxcluding Passenger Bodily $ Each Occurrance Injury Limited To $ Each Passenger Maximum Sealing for Non -Owned Aircra8: Unlimited Property Damage Deductible (Excluding Properly $ Each Turbine Powered Aircraft Damage Included in the Products•Compleled $ Each OlherAlicrafl Operations Hazard) $ Each Non•AlrcraftClaim ❑ SEEATTACHEO OTHER COVERAGES fCONDrr IONS)ADOITIONALREMARKS SCHEDULE OTH ER COVERAGES I CONDITIONS I REMARKS LOCATION: IMM- Immokalae RGNLAirport Certificate Holder is Included as anAddil oral Insured but only with respect to promises leased to the Named Ensured. PROWS1ON HAS 13EEN MADE TO GIVE THE CERTIFICATE HOLDER THIRTY (30) DAYS NOTICE OF CANCELLATION • TEN (10) DAYS FOR NONPAYMENT OF PRIEMIUM - OF ANY POLICY ADOVF: HOWEVER, THE COMPANY ASSUMES N0 RESPONSIBILITY FOR THE FAILURE TO PROVIDE SUCH NOTICE. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND, OR ALTER THE COVERAGF, TLRIAS, EXCLUSIONS, CONDITIONS, OR OTHER PROVISIONS AFFORDED BY THE. POLICIES REFERENCED HEREIN NOR DOES IT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S). AUTHORIZED REPRESENTATIVE, OR PRODUCER. AGENCYIPRODUCER PHONE OLD R£PURLICAFROSPACP, INC.AUTHORVFD REPRSEN€ATIVE Facer Insurance Agency, Inc 217-892-2147 a 44/x OIRRIii',L;'li.l lC 1t.RO.SPACE INC, 2075Va ".n Rx6, SuN ?00 HerrsS;n GA ?O14B ) PH 1-r70.5r•?-49:A I FX 14MS*h O AMAT]UN (012022}—rtso^::rr O 2021 A! rgnf a r5szr>kc. 6s4 G53 L;: € :n:L3i.2 1 2: (i.L.VS COLT G9i I "-- K-1 ! this CerrA fica:e cane]. anti suF=er secas ALL. Previcvsly Saxved cFrtif icatis, AFFIDAVIT REGARDING LABOR AND SERVICES AND CONTRACTING WITH ENTITIES OF FOREIGN COUNTRIES OF CONCERN PROHIBITED Effective July 1, 2024, pursuant to § 787.06(13), Florida Statutes, when a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury attesting that the nongovernmental entity does not use coercion for labor or services. Effective January 1, 2024, a governmental entity may not accept a bid on, a proposal for, or a reply to, or enter into, a contract with an entity which would grant the entity access to an individual's personal identifying information unless the entity provides the government with an affidavit signed by an officer or representative under penalty of perjury attesting that the entity does not meet any of the following criteria: (a) the entity is owned by the government of a foreign country of concern; (b) the government of a foreign country of concern has a controlling interest in the entity; or (c) the entity is organized under the laws of or has its principal place of business in a foreign country of concern. Effective July 1, 2025, when an entity extends or renews a contract with a governmental entity which would grant the entity access to an individual's personal identifying information, the entity must provide the governmental entity with an affidavit signed by an officer or representative of the entity under penalty of pet j ury attesting that the entity does not meet any of the criteria in paragraphs (2)(a)-(e), § 287.138, Florida Statutes. Nongovernmental Entity's Name: Address: Phone Number: Authorized Representative's Name: Authorized Representative's Title: Email Address 1, (Name of Authorized Representative), as authorized representative attest under penalty of perjury that (Name of Nongovernmental Entity) does not: (1) use coercion for labor or services as defined in § 787,06, Florida Statutes, and (2) the nongovernmental entity is not (a) owned by a government of a foreign country of concern, (b) that a foreign country of concern does not have a controlling interest in the entity, and (c) that the entity is not organized under the laws of or has its principal place of business in a foreign country of concern, all as prohibited under S 287.138, Florida Statutes. Under penalty of per jury, I declare that 1 have read the foregoing Affidavit and that the facts stated in it are true. (Signature of authorized representative) Date STATE OF COUNTY OF Sworn to (or affirmed) and subscribed before me, by means of ❑ physical presence or ❑ online notarization this day of , 20_-___, by (Name of Affiant), who produced his Florida Driver's License as identification. Notary Public (not required when digital) Commission Expires Personally Known ❑ OR Produced Identification Type of Identification Produced: CONTRACT RENEWAL OR EXTENSION REQUEST FORM Version: 2025A