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Agenda 09/13/2011 Item #16G4�1 9/13/2011 Item 46.G.4. EXECUTIVE SUMMARY Recommendation to approve the two (2) attached Sub -Lease Agreements between the Collier County Airport Authority and Gregory Shepard for parcels of land improved with buildings at the Immokalee Regional Airport. OB,ISTIVE That the Board of County Commissioners, in its capacity as the Collier County Airport Authority (Authority), approves the attached two (2) sub -lease agreements between the Authority and Gregory Shepard (Sub- Lessee) for property improved with buildings at the Immokalee Regional Airport. CONSIDERATIONS: The Authority is responsible for the operation and maintenance of the Immokalee Regional Airport (Airport), which it Sub- Leases from Collier County pursuant to a master Sub -Lease Agreement dated May 24, 1994. Sub - Lessee desires to sub -lease parcels of land improved with buildings at the Immokalee Regional Airport, as specified in the attached agreements, to be use as storage and maintenance facilities associated with a non- profit museum. The Board of County Commissioners, acting in its capacity as the Airport Authority, has found this use to be in the public's interest. The two agreements shall be simultaneous. One agreement is for a parcel of land improved with Buildings 7 and 8, and the site of private outdoor fuel tanks as identified in Attachment A of this agreement. The term of this agreement is three (3) years. The leasable area is 350' by 150' totaling 52,500 square feet. The Sub- Lessee shall pay the Authority $0.14 (fourteen cents) per square foot per year, plus applicable sales tax, for this parcel. The rent for this parcel shall be $7,350 per year, plus applicable sales tax ($6.12.50 per month, plus applicable sales tax). The other agreement is for a parcel of land improved with Buildings 13 and 14 as identified in Attachment A of this agreement. The term of this agreement is ten (10) years. The leasable area is 250' by 100' totaling 25,000 square feet for both buildings. The Sub- Lessee shall pay the Authority $0.14 (fourteen cents) per square foot per year, plus applicable sales tax, for this parcel. The rent for this parcel shall be $3,500 per year, plus applicable sales tax ($291.67 per month, plus applicable sales tax). FISCAL IMPACT: There is no fiscal impact associated with this Executive Summary. Fees to be received are already accounted for in the FY2012 budget. GROWTH MANAGEMENT IMPACT: None. LEGAL CONSIDERATIONS: The two subleases have been drafted by the County Attorney's Office and are legally sufficient for Board action. A majority vote is required for approval -- STW. RECOMMENDATION: That the Board of County Commissioners, in its capacity as the Collier County Airport Authority, approves the two (2) attached sub -lease agreements between the Authority and Gregory Shepard (Sub- Lessee) for property improved with buildings at the Immokalee Regional Airport. PREPARED BY: Chris Curry, Airport Authority Executive Director Packet Page -3098- COLLIER COUNTY Board of County Commissioners 9/13/2011 Item 16.G.4. Item Number: 16.G.4. Item Summary: Recommendation to approve the two (2) attached Sub -Lease Agreements between the Collier County Airport Authority and Gregory Shepard for parcels of land improved with buildings at the lmmokalee Regional Airport. Meeting Date: 9/13/2011 Prepared By Name: BrueggemanDebra Title: Operations Coordinator, Airport Authority. 8/25/20114:18:59 PM Submitted by Title: Executive Director - Airport Authority,Airport Authority Name: CurryChris 8/25/20114:19:00 PM Approved By Name: CurryChris Title: Executive Director - Airport Authority,Airport Authority Date: 8 /29/2011 10:45:24 AM Name: WilliamsSteven Title: Assistant County Attorney,County Attorney Date: 8/29/201112:23:20 PM Name: GreenwaldRandy Title: Management/Budget Analyst,Office of Management &,B Date: 8/31/201110:55:55 AM Name: KlatzkowJeff Title: County Attorney, Date: 9/7/20114:00:49 PM Packet Page -3099- 9/13/2011 Item 16.G.4. Name: QchsLeo Title: County Manager Date: 9/7/20114:10:25 PM 9/13/2011 Item 16.G.4. SUB -LEASE AGREEMENT THIS SUB -LEASE AGREEMENT, made this day of ScaWa , 2011, between the Board of County Commissioners of Collier County, Florida, acting in its capacity as the Collier County Airport Authority, (hereinafter referred to as the "Authority ") and Gregory Shepard, an individual, (hereinafter referred to as "Sub- Lessee "), collectively stated as the "Parties." RECITALS: Authority is responsible tor operation and maintenance of the Immokalee Regional Airport ( "Airport"), which it leases from Collier County pursuant to a Lease Agreement. dated May 24, 1994, as amended, which lease term expires May 23, 2025 ( "Master Lease "); and WHEREAS, it is the Authority's finding that it is in the public interest to Sub -Lease certain properties to Sub - Lessee on the terms and conditions set forth below. WITNESSETH: NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration exchanged amongst the Parties, and in consideration of the covenants contained herein, the Parties hereby enter into this Sub -Lease on the following terms and conditions: 1. Conveyance. On the terms and conditions set forth in this Sub - Lease., and in consideration of the Sub- Lessee's performance under this Sub - Lease, the Authority conveys to the Sub- Lessee the present possessory interest in the leased premises described below. 2. Description of Sub - Leased Premises. The Sub - Leased Premises which is the subject of this Sub -Lease are the parcels improved with Buildings 7 and 8, and the site of private outdoor fuel tanks located at the Immokalee Regional Airport, Airpark Boulevard, Immokalee, Florida, as identified in attached Exhibit "� ", hereinafter referred to as the "Premises." 3.. Simultaneous Sub- Lease. This Sub -Lease is simultaneous with the Sub -Lease between the Parties for Buildings 13 and 14 located at the Immokalee Regional Airport. Breach of the Simultaneous Sub -Lease by Sub - Lessee shall void this Sub - Lease. 4. Initial Term: The initial term of this Sub -Lease shall commence as of the date first set forth above, and unless extended as set forth herein, shall terminate as follows: a. Building 7 - Building 7 shall be leased for a period of three (3) years. On or before the third anniversary of the date of this lease, Building 7 shall be removed from the premises or torn down. The leasable area for Building 7 shall be 175' by 85' totaling 14,875 square feet. Revised: September 7, 2011 CAO - - _ - - - - -- Packet Page -3101-.--- 9/13/2011 Item 16.G.4. b.. Building 8 - Building 8 shall be leased for a period of three (3) years after which it shall be torn down or relocated to the leased space at Buildings 13 or 14. The leasable area for Building 8 is 50' by 25' totaling 1,250 square feet. 5. Surrender at Expiration. Upon expiration or termination of lease term, Buildings 7 and 8 shall remain under the ownership of the Sub - Lessee or his assignee. Sub - Lessee shall, at Sub- Lessee's expense, remove Building 7 and 8, tenant's personal property and trade fixtures and those of all persons claiming under Sub - Lessee from the Sub - Leased Premises. All improvements, alterations or additions made by the Immokalee Regional Airport shall remain the property of the T.mmokalee Regional Aizpprt when the property is vacated _by Sub- Lessee,.ai. - the..._. ..__..___._.__....... termination of is u - ease or any extension thereof, an shall remain upon and be surrendered with Sub - Leased Premises. The Parties shall also conduct an Environmental Phase 2 audit. To the extent that any hazardous substances are detected on the Sub - Leased Premises and generated by Sub - Lessee or its employees or agents or guests, Sub - Lessee, at Sub- Lessee's sole cost and expense, shall remediate such hazardous substances, except if such hazardous substances were deposited by the Immokalee Regional Airport or its employees or agents at no fault of the Sub - Lessee. 6. Conditions to Conveyance. The Sub- Lessee warrants and represents to the Authority that it has examined the title and boundaries of the Premises. Accordingly, this conveyance is subject to all of the following: a. Any and all conditions, restrictions, encumbrances and limitations now recorded against the Premises; b. Any and all existing or future zoning laws or ordinances; c. Any questions of title and survey that may arise in the future; and d. The Sub- Lessee's satisfactory performance of all terms and conditions of this Sub - Lease. 7. Use of Premises. The sole and exclusive purpose of this Sub -Lease is for the Sub - Lessee to operate a storage and maintenance facility associated with a non - profit museum, . which use the Board of County Commissioners, acting in its capacity as the Collier County Airport Authority, has found to be in the public's interest. The Authority shall have the right to terminate this Sub - Lease should the Sub- Lessee utilize the Premises in any manner inconsistent with the approved use. In the event the Sub- Lessee shall cease to use the Premises for the purposes described above, and such cessation of use shall continue for a period of sixty (60) days, this Sub- Lease, at the option of the Authority, upon thirty (30) days written notice to the Sub- Lessee, shall be terminated and the Sub- Lessee shall surrender and vacate the Premises to the Authority within thirty (30) days after notice of such termination. Provided, however, said sixty (60) day period shall be tolled if such cessation is caused by events beyond the control of the Sub- Lessee such as acts of God or if such cessation is due to closing for reconstruction or repairs to the Premises. Revised: September 7, 2011 CAo 2 - -------------------- ­.- . Packet Page -3102- .... _... ...... ... _.., ........ -.._. 9/13/2011 Item 16.G.4. The Sub - Lessee and/or his Museum are to remove and no longer store any aircraft not owned or loaned to the Sub - Lessee or the Museum unless approved in writing by the Airport Manager. S. Permissible Alternations and Additions to Premises. The Sub.-Lessee may not make any alterations or additions to the Premises without first obtaining the Authority's prior written consent, which consent may be withheld in the Authority's. sole discretion.. The Sub- Lessee shall submit to the Authority plans and specifications for all alterations and additions at the time such consent is sought. .... _­1.1_.._.._.___ .......... ...... ..... . 9. Rent The Sub- Lessee agrees to pay the Authority rent in, the amount of $0.14 per square foot, as the Federal. Aviation Administration (FAA) has determined the leased..Premises to be non - aeronautical in nature: The rent shall be paid in advance, for each month during the term of this Sub- Lease. The base rent may increase; provided, however, such increases shall occur only when it shall be determined that these has been an increase in the cost of living using the offidial Consumer Price Index Urban Wage Earners (CPI -U) -base published by the Bureau of Labor Statistics, United States Department of Labor. The Consumer Price Index to be used will be that for the South Urban Size C Area (or comparable index if such index in discontinued),, hereinafter called "CPI". An increase in the monthly base rent, if any, shall be based upon a comparison of the most recent CPI published for the current lease year against the most recent CPI published greater than 12 months preceding the most current CPI. The amount of the additional base rent shall be the percentage difference between the two preceding CPI's. In no event shall the base rent, once increased, be decreased, nor shall it be inereased.more than once in a 12 -month period. 10. Net Sub - Lease. This is a fully net Sub- Lease, with the Sub- Lessee responsible for all costs, fees and. charges concerning the Premises. Accordingly, the Sub- Lessee shall promptly pay when due and prior to any delinquency all costs, fees, taxes„ trash removal services, assessments, utility charges, impact fees and obligations of any kind that relate to the Premises. To the extent authorized by law, the Sub - Lessee will indemnify and hold the Authority harmless from any and.all claims, costs and obligations arising from the Sub - Lessee's use of the Premises. In case any action or proceeding is brought against the Authority by reason of the Sub - Lessee's use of the Premises, the Sub - Lessee shall pay all costs, attorneys' fees, expenses and liabilities resulting therefrom and shall defend such action or proceeding if the Authority shall so request, ut. the Sub- Lessee's expense, by counsel reasonably satisfactory to the Authority. It is specifically agreed however, that the Authority may at its own cost and expense participate in the legal defense of such claim, with legal counsel of its choosing. 11. Liens and Mortgages. The Sub - Lessee shall not in any way encumber the Premises, and shall promptly remove any and all liens placed against the Premises. All persons to whom these presents may come are put upon notice of the fact that the interest of the Authority in the Premises shall not be subject to liens for improvements made by the Sub- Lessee and liens for improvements made by the Sub- Lessee are specifically prohibited from attaching to or becoming alien on the interest of the Authority in the Premises or any part of either. This notice is given pursuant to the provisions of and in compliance with Section 713. 10, Florida Statutes. 3 Revised: SCtcmher 72 2011 CAO Packet Page -3103- __.._.. ___.._.._ ..__... 9/13/2011 Item 16.G.4. 12. Obligation to Maintain Premises and Comply with All Lawful Requirements The Sub - Lessee, throughout the term of this Sub - Lease, at its own cost, and without any expense to the Authority, shall keep and maintain the Premises in good, sanitary and neat order, condition and repair, and shall abide with all lawful requirements. Such maintenance and repair shall include, but not be limited to, painting, janitorial, fixtures and appurtenances (lighting, 'heating, plumbing, and air conditioning). Such repair may also include structural repair, if deemed necessary by the Sub - Lessee. if the Premises are not in such compliance in the reasonable opinion of the Authority, the Sub - Lessee will be so advised in writing... If corrective action is not begun. within thirty (30) days of the receipt of such notice and. prosecuted diligently until corrective Actio , is completed, the_Authonty.may cause the_same_to_be. corrected. and_the._Sub. -_ _._.. Lessee. shall promptly reimburse the Authority for the expenses incurred by the Authority, together with a 5% administrative fee. 13. Quiet Enjovment. The Sub- Lessee shall be entitled to quiet enjoyment so long as the Sub- Lessee has not defaulted on any of the terms of this Sub - Lease. Accordingly, the Sub - Lessee shall have the exclusive right to use the Premises during the term of this Sub - Lease During the term of this Sub- Lease, the Sub - Lessee may erect appropriate signage on the Premises. Any such signage shall be in compliance with all applicable codes and ordinances. 14. Casualty and Condemnation a. Casualty. If the Premises are destroyed, rendered substantially inhabitable, or damaged to any material extent, as reasonably determined by the Parties, by fire or other casualty, and the Sub - Lessee must use the insurance proceeds, hereinafter referred to as "Proceeds," to rebuild or restore the Premises to substantially its condition prior to such casualty event unless the Authority provides the Sub - Lessee with a written determination that rebuilding or restoring the Premises to such a condition with the Proceeds within a reasonable period of time is impracticable or would not be in the best interests of the Authority, in which event, Proceeds shall be shall be promptly remitted to the Authority. If the Authority elects not to repair or replace the improvements, then the Sub- Lessee or the Authority may terminate this Sub -Lease by providing notice to the other party within ninety (90) days after the occurrence of such casualty. The termination will be effective on the ninetieth (90th) day after such fire or other casualty, unless extended by mutual written .agreement of the Parties. .During the period between the date of such casualty and the date of termination, Sub- Lessee will cease its operations as may be necessary or appropriate. If this Sub- Lease is not terminated as set forth herein,, or if the Premises is damaged to a less than material extent, as reasonably determined by the Sub- Lessee and (he Authority, the Sub - Lessee will proceed with reasonable diligence, at no cost or expense to the Authority, to rebuild and repair the Premises to substantially the condition as existed prior to the casualty. b. Condemnation, The Authority may terminate this Sub -Lease as part of .a condemnation project. The Authority will use its best efforts to mitigate any damage caused to the Sub - Lessee as a result of such termination; however, in no event will the Authority be liable to the Sub- Lessee for any compensation as a result of such termination. 15. Access to Premises. The Authority, its duly authorized agents, contractors, representatives and employees, shall have the right after reasonable oral notice to the Sub - Lessee, I � 4 Revised: September 7, 20 i t CAO __ -_- -- Packet Page -3104- 9/13/2011 Item 16.G.4. to enter into and upon the Premises during normal business hours, or such other times with the consent of the Sub - Lessee, to inspect the Premises, verify compliance with the terms of this Sub - Lease, or make any required repairs not being timely completed by the Sub- Lessee. 16. Sub - Lessee's Access to Premises. Based on the location of Sub - Lessee's premises on the airport, Sub - Lessee is expected to take the most direct route. The most direct routing will negate the Sub- Lessee's necessity to cross active taxiways and runways which will allow a greater degree of safety and decrease the likelihood of runway incursions. Gate B access will be provided to access Buildings 7 and 8. 17. Termination and Surrender. Unless otherwise mutually agreed by the Parties, within ninety (90) days after termination of the Sub -Lease term, the Sub - Lessee shall redeliver possession of the Premises to Authority in good condition and repair. The Sub - Lessee shall have the right at any time during its occupancy of the Premises to remove any of its personal property, equipment, and signs provided, however, at the termination of this Sub - Lease, Authority shall have the option of either requiring Sub - Lessee to demolish and remove all improvements made by Sub- Lessee to the Premises upon Sub- Lessee's vacation thereof, or to require Sub - Lessee to retain said improvements with fixtures on the Premises which improvements and fixtures will become the property of the Authority upon Sub- Lessee's vacation of the Premises. 18. Assignment. Sub - Lessee may assign this Sub -Lease upon the written consent of the Authority, which consent shall not be unreasonably withheld. 19. Insurance. The Sub- Lessee shall provide all insurance deemed appropriate by the Authority, as determined by Collier County Risk Management. 20. Defaults and Remedies. a. Defaults by Sub - Lessee. The occurrence of any of the following events and the expiration of the applicable cure period set forth below without such event being cured or remedied will constitute a "Default by Sub - Lessee" to the greatest extent then allowed by law: Abandonment of Premises or discontinuation of Sub - Lessee's operation. ii. Sub - Lessee's material misrepresentation of any matter related to this Sub - Lease. iii. If Sub - Lessee suffers this Sub -Lease to be taken under any writ of execution and/or other process of law or equity. iv. Sub- Lessee's failure to utilize the Premises as set forth above. V. Any lien is filed against the Premises or Sub - Lessee's interest therein or any part thereof in violation of this Sub - Lease, or otherwise, and the same remains unreleased for a period of sixty (60) days from the date of filing 5 � Revised: September 7, 2071 CAo Packet Page -3105- 9/13/2011 Item 16.G.4. unless within such period Sub - Lessee is contesting in good faith the validity of such lien and such lien is appropriately bonded. vi. Failure of Sub - Lessee to perform or comply with any material covenant or condition made under this Sub - Lease, which failure is not cured within ninety (90) days from receipt of Authority's written notice stating the non- compliance shall constitute a default (other than those covenants for which a different cure period is provided), whereby Authority may, at its option, terminate this Sub -Lease by giving Sub - Lessee thirty (30) days written _ _ - .q _unless. the..default i -fully cured. wthin_. that,:thizty- .(30)_ day_ notice.. _...... .............. period (or such additional time as is agreed to in writing by Authority as being reasonably required to correct such default). However, the occurrence of any of the events set forth above shall constitute a material breach and default by Sub- Lessee, and this Sub -Lease may be immediately terminated by Authority except to the extent then prohibited by law, b. Remedies of Authority. i. In the event of the occurrence of any of the foregoing defaults, Authority, in addition to any other rights and remedies it may have, shall have the immediate right to re -enter and remove all individuals, entities and/or property from the Premises. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Sub - Lessee, all without service of notice or resort to legal process and without being deemed guilty of trespass, or being liable for any loss or damage which may be occasioned thereby. If Sub- Lessee does not cure the defaults in the time frames as set forth above, and Authority has removed and stored property, Authority shall not be required to store for more than thirty (30) days. After such, time, such property shall be. deemed abandoned and Authority shall dispose of such property in any manner it so chooses and shall not be liable to Sub - Lessee for such disposal. ii. If Sub - Lessee fails to promptly pay, when due, any full installment of rent or any other sum payable to Authority under this Sub- Lease, and .if said sum remains unpaid for more than five (5.) days past the due date, the Sub - Lessee shall pay Authority a late payment charge equal to five percent (5 %) of each such payment not paid promptly and in full when due. Any amounts not paid promptly when due shall also accrue compounded interest of two (2 %) percent per month or the highest interest rate then allowed by Florida law, whichever is higher ( "Default Rate "), which interest shall be promptly paid by Sub - Lessee to Authority. iii. Authority may sue for direct, actual damages arising out of such default of Sub- Lessee or apply for injunctive relief as may appear necessary or desirable to enforce the performance and observance of any obligation, agreement or covenant of Sub - Lessee under this Sub - Lease, or otherwise. 6 Revised: September 7. 2011 CAD -- Packet Page - 3106 - ... _ _ . - - - _ - _ ...... - - - --------- 9/13/2011 Item 16.G.4. Authority shall be entitled to reasonable attorneys fees and costs incurred arising out of Sub - Lessee's default under this Sub - Lease. c. Default by Authority. Authority shall in no event be charged with default in the performance of any of its obligations hereunder unless and until Authority shall have failed to perform such obligations within thirty (30) days (or such additional time as is reasonably required to correct such default) after written notice to Authority by Sub - Lessee properly and in meaningful detail specifying wherein, in Sub - Lessee's judgment or opinion, Authority has failed to perform any such obligation(s). _._._... _......._ ...... - -- - -- _...- --- - - - - -- ....__ . - ... _. _ ..... . Remedies o Sub-Lessee. n parts consi ration or the nominal. rent charged to S.ub- Lessee, Sub- Lessee hereby waives any claim it may have to direct or 'indirect. monetary damages it incurs as a result of Authority's breach of this Sub- Lease; and also waives any claim it might have to attorneys' fees and costs arising out of Authority's breach of this Sub- Lease. Sub- Lessee's remedies for Authority's .default under this Sub- Least shall be limited to the following: i. For injunctive relief as may appear necessary or desirable. to enforce the performance and observance of any obligation, agreement or covenant of Authori ty under this Sub - Lease. ii. Sub - Lessee may cure any default of Authority and pay all .sums or do all reasonably necessary work and incur all reasonable costs on behalf of and ^. at the expense of Authority. Authority will pay Sub - Lessee. on demand all reasonable costs incurred and any amounts so paid by Sub - Lessee on behalf of Authority, with no interest. e, No Remedy Exclusive. No remedy herein conferred upon or reserved to either party is intended to be exclusive of any other available remedy or remedies, but each and every such remedy will be cumulative and in addition to every other remedy given under this Sub -Lease or hereafter existing under law or in equity. No delay or omission to exercise any right or power accruing upon any event of default will impair any such right or power nor be construed to be waived, but any such right and power maybe exercised from time to time and as often as may be deerned expedient. f. Non- Waiver. Every provision hereof imposing an obligation upon Sub - Lessee is :a material inducement and consideration for the execution of this Sub -Lease by Sub - Lessee and Authority. No waiver by Sub - Lessee or Authority of any breach of any provision of this Sub - Lease will be deemed for any purpose to be a waiver of any breach of any other provision hereof or of any continuing or subsequent breach of the same provision, irrespective of the length of time that the respective breach may have continued. 21. Lease Manual. The Sub- Lessee shall be provided with the Authority's Lease Manual (if any), which the Authority may be amend from time to time. The terms of this.manual shall be deemed to be incorporated by reference into this Sub - Lease; and Sub - Lessee shall be bound by the terms of this Lease Manual, as of the 1" day of the second month the Sub - Lessee 7 Revised: September 7, 201 l CAO - - -------- -- - - -- Packet Page - 3107 - _ ... - - - - - -- - - - 9/13/2011 Item 16.G.4. receives a copy of the Lease Manual or an amended Lease Manual. With respect to any terms in this Sub -Lease which are in conflict with the Lease Manual, the Lease Manual shall control. 22. Rules and Regulations. The Sub - Lessee shall comply with the Authority's 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 including such reasonable and uniform landing fees, rates or charges, as may from time to time be levied for airfield operational privileges and/or services provided at the Airport, provided all such Rules and Regulations comply with current FAA rules, regulations and guidelines. Tenant shall also comply with any and all applicable governmental statutes, rules, orders and regulations. . 23. Airport Development. The Authority reserves the right to further develop or improve the landing and other areas of the Airport as it sees fit, regardless of the convenience, desires or view of the Tenant, and without interference or hindrance. Notwithstanding the foregoing, nothing herein shall be construed to limit or impede Sub - Lessee's rights to object to any such development or improvements in any lawful manner. 24. Airport Operations. The Sub - Lessee shall prevent any use of the Premises which would interfere with or adversely affect the operation or maintenance of the Airport, or otherwise constitute an airport hazard, and will restrict the height of structures, objects of natural growth and other obstructions on the Premises to such height as comply with Federal Aviation Regulations, Part 77. Miscellaneous Legal Matters 25. This Sub -Lease shall be construed by and controlled under the laws of the State of Florida. In the event of a dispute under this Sub - Lease, the Parties shall first use the County's then - current Alternative Dispute Resolution Procedure. Following the conclusion of this procedure, either party may file an action in the Circuit Court of Collier County to enforce the terms of this Sub- Lease, which Court the Parties agree to have the sole and exclusive jurisdiction. 26. This Sub -Lease contains the entire agreement of the Parties with respect to the matters covered by this Sub -Lease and no other agreement, statement or promise made any party, or to any employee, officer or agent of any party, which is not contained in this Sub -Lease shall be binding or valid. Time is of the essence in the doing, performance and observation, of each and every term, covenant and condition of this Sub -Lease by the Parties. 27. In the event state or federal laws are enacted after the execution of this Sub - Lease, which are applicable to and preclude in whole or in part the Parties' compliance with the terms of this Sub - Lease, then in such event this Sub -Lease shall be modified or revoked as is necessary to comply with such laws, in a manner which best reflects the intent of this Sub - Lease. 28. Except as otherwise provided herein, this Sub -Lease shall only be amended by mutual written consent of the Parties hereto or by their successors in interest. Notices hereunder shall be given to the Parties set forth below and shall be made by hand delivery, facsimile, overnight delivery or by regular mail. If given by regular mail, the notice shalt be deemed to have Revised: September 7, 2011 CAO Packet Page -3108- 9/13/2011 Item 16.G.4 been given within a required time if deposited in the U.S. Mail, postage prepaid, within the time limit. For the purpose of calculating time limits which run from the giving of a particular notice the time shall be calculated from actual receipt of the notice. Time shall run only on business days which, for purposes of this Sub -Lease shall be any day other than a Saturday, Sunday or legal public holiday. Notices shall be addressed as follows: If to Authority: Collier County Airport Authority 2005 Mainsail Drive, Suite 1 Naples, Florida 34114 cc: Real Property Management 3335 Tamiami Trail East, Suite 101 Naples, Florida 34112 If to Sub - Lessee: Gregory Shepard 2243 Peck Street Fort Myers, Florida 33901 cc: Henderson Franklin Starnes & Holt, P.A. Attn: Bruce E. Sands, Esq. P.O. Box 280 1715 Monroe St. Ft. Myers, FL 33901 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. 29. Sub - Lessee is an independent entity, and is not any agent or representative or employee of Authority. During the term of this Sub - Lease, neither Sub - Lessee, nor anyone acting on behalf of Sub - Lessee, shall hold itself out as an employee, servant, representative or agent of Authority. Neither party will have the right or authority to bind the other party without express written authorization of such other party to any obligation to any third party. No third party is intended by the Parties to be a beneficiary of this Sub -Lease or to have any rights to enforce this Sub -Lease against either party hereto or otherwise. Nothing contained in this Sub -Lease will constitute the Parties as partners or joint ventures for any purpose, it being the express intention of the Parties that no such partnership or joint venture exists or will exist. Sub - Lessee acknowledges that Authority is not providing any vacation time, sick pay, or other welfare or retirement benefits normally associated with an employee- employer relationship and that Authority excludes Sub - Lessee and its employees from participation in all health and welfare benefit plans including vacation, sick leave, severance, life, accident, health and disability insurance, deferred compensation, retirement and grievance rights or privileges. 30. Force Maieure. Neither party to this Sub -Lease will be liable for any delay in the performance of any obligation under this Sub -Lease or of any inability to perform an obligation under this Sub -Lease if and to the extent that such delay in performance or inability to perform is caused by an event or circumstance beyond the reasonable control of and without the fault. Aor ' 9 Revised: September 7.2011 CAO ' _. Packet Page - 3109 - 9/13/2011 Item 16.G.4. negligence of the party claiming Force Majeure. "Force Majeure" shall include an act of God, war (declared or undeclared), sabotage, riot, insurrection, civil unrest or disturbance, military or guerrilla action, economic sanction or embargo, civil strike, work stoppage, slow -down or lock- out, explosion, fire, earthquake, abnormal weather condition, hurricane, flood, lightning, wind, drought, and the binding order of any governmental authority. 31. Hazardous Materials. Sub - Lessee will not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any Hazardous Materials upon or about the Sub - Leased Premises except in strict compliance with all applicable codes, laws and ordinances relating thereto, nor permit employees, representatives, agents, contractors,. sub -con tractors.. sub -.... sub-contractors, material men and/or suppliers to engage in such activities upon or about the Sub - Leased Premises. 32. Nondiscri mination Clause, The Sub- Lessee for himself, his personal representatives, successors in interest, and assigns, as part of the consideration hereof, does hereby covenant and agree that (1) no person on the grounds of race, color, or national origin shall be excluded in participating in, denied the benefits of, or be otherwise subjected to discrimination in the use of the Sub - Leased Premises; (2) that in the construction of any improvements on, over or under such land and the furnishing of services thereon, no person on the grounds of race, color or national origin shall be excluded from participating in, denied the benefits of, or otherwise subjected to discrimination; (3) that the Sub - Lessee shall use the Sub - Leased Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally assisted programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, as said regulations may be amended. That in the event of breach of any of the above nondiscrimination covenants, Authority shall have the right to terminate this Sub -Lease and to re -enter and as if the Sub -Lease had never been made or issued. The provision shall not be effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are followed and completed, including exercise or expiration of appeal rights. 33. Radon. In compliance with Section 404.056, Florida Statutes, all Parties are hereby made aware of the following: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. 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 your County Public Health Department. 34. Dominant Agreements. This Sub -Lease Agreement is subordinate and subject to all existing agreements between the Authority and the Federal Aviation Administration, the Authority and the State of Florida, and the Authority and Collier County. During the time 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 Agreement insofar as they are inconsistent with the provisions of the lease to the Government, shall be suspended. Any executed agreement shall be subordinate to the provisions of any existing or future Agreement between Authority and the United States, relative to the J1\ 11 11—N 10 Revisal: September 7, 2011 CAO Packet Page -3110- 9/13/2011 Item 16.G.4. 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 development of the Airport. 35. This Sub -Lease Agreement may be recorded by the Authority in the Official Records of Collier County, Florida, within fourteen (14) days after the execution of this Sub - Lease, at the Sub - Lessee's sole cost and expense. IN WITNESS WHEREOF, the Sub - Lessee and Authority have hereto executed this Sub- lease Agreement the day and year first above written. A,$ 7_�THE S 'hESSEE: fitness gnature) $<V 4 C C - jl,;N oS (print name) Witness (signature) Vie. t 1 1-D tN� (print name) Revised: September 7. 2011 CAO 1� By:. REGORY SHEPARD -� 11 Packet Page -3111- 9/13/2011 Item 16.G.4. AS TO THE AUTHORITY: ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, CLERK COLLIER COUNTY, FLORIDA IN ITS CAPACITY AS THE COLLIER COUNTY AIRPORT AUTHORITY M Approved as to form and legal sufficiency: By: Deputy Clerk FRED W. COYLE. Chairman Steven T. Williams st� Assistant. County Attorney 12 Revised: September 7; 2411 CAO - -. - - Packet Page -3112- _ rv� 9/13/2011 Item 16.G.4. SUB -LEASE AGREEMENT THIS SUB- LEASE AGREEMENT, made this day of 4 k4l►- 2011, between the Board of County Commissioners of Collier County, Florida, acting in its capacity as the Collier County Airport Authority, (hereinafter referred to as the "Authority ") and Gregory Shepard, an individual, (hereinafter referred to as "Sub- Lessee "), collectively stated as the "Parties." V* EREAS,_Authority is RECITALS: le for, operation acid maintenance__of :the ,Imm9kalee ......... from Collier CountV Dursuant to a Lease Avreernent dated May 24, 1994, as amended, which lease term expires May, 23, 2025 ( "Master Lease "); and WHEREAS, it is the Authority's finding that it is in the public interest to Sub -Lease certain properties to Sub - Lessee on the terms and conditions set forth below. WITNESSETH: NOW; THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration exchanged amongst the Parties, and in consideration of the covenants contained herein, the Parties hereby enter into this Sub -Lease on the following terms and conditions: 1. Conveyance. On the terms and conditions set forth in this Sub - Lease, and in consideration of the Sub - Lessee's performance under this Sub - Lease, the Authority conveys to the Sub - Lessee the present possessory interest in the leased premises described below. 2. Description of Sub- Leased Premises. The Sub- Leased Premises which is the subject of this Sub -Lease are the parcels improved with Buildings .13 and 14 located at the Immokalee Regional Airport; Arpark Boulevard, Immokalee, Florida as identified in attached Exhibit ?fi hereinafter referred to as the "Premises." 3. Simultaneous Sub - Lease. This Sub -Lease is simultaneous with the Sub -Lease between the Parties for Buildings 7 and 8, and the site of private outdoor fuel tanks located at the Immokalee Regional Airport. Breach of the Simultaneous Sub -Lease by the Sub - Lessee shall void this Sub- Lease. 4. Initial Term. Based upon a received engineering report stating the expected life spans of Buildings 13 and 14 exceed 10 years, the initial term of this Sub- Lease shall commence as of the date first set forth above, and unless extended as set forth herein, shall terminate in 10 years. The leasable area shall be 250' by 120' totaling 30,000 square feet for both buildings. 5.. Surrender at Expiration. Upon expiration or termination of lease term, Buildings 13 and 14 shall remain under the ownership of the Sub - Lessee or his assignee. Sub - Lessee shall, at Sub - Lessee's expense, remove Building 13 and 14, tenant's personal property and trade. fixtures and those of all persons claiming under Sub- Lessee from the Sub - Leased .Premises. All improvements, alterations or additions made by the Immokalee Regional Airport shall remain the property of the Imrnokalee Regional Airport when the property is vacated by Sub - Lessee at the Revised: September 7. 2011 CAO Packet Page - 3113 - r 9/13/2011 Item 16.G.4. termination of this Sub -Lease or any extension thereof, and shall remain upon and be surrendered with Sub- Leased Premises, The Parties shall also conduct an Environmental Phase 2 audit. To the extent that any hazardous substances are detected on the Sub- Leased Premises and .generated by Sub - Lessee or its employees or agents or guests, Sub- Lessee, at Sub - Lessee's sole cost and expense, shall remediate such hazardous substances,. except if such hazardous substances were: deposited by the Immokalee Regional Airport or its employees or agents at no fault of the Sub Lessee. 6. Conditions to Conveyance. The Sub- Lessee warrants and represents to the Authority thaLit_has: examined the title. and_boundades of (he._Premises-- Accordingly.,.. this -_ con. veyance _.is_......_._- ..___.........._ subject to all of the following: a. Any and. all conditions, restrictions, encumbrances and limitations now recorded against the Premises; b. Any and all existing or.future zoning laws or ordinances; c. Any questions of title and survey that may arise in the future; and d. The Sub - Lessee's satisfactory performance of all terms and conditions of this Sub - Lease. 7. Use of Premises. The sole and exclusive purpose of this Sub -Lease is for the Sub - Lessee to operate a storage and maintenance facility associated with a non- profit museum, which use the Board of County Commissioners, acting in its capacity as the Collier County Airport Authority, has found to be in the public's interest. The Authority shall have the right to terminate this Sub -Lease should the Sub - Lessee utilize the Premises in any manner inconsistent with the approved use. In the event the Sub - Lessee shall cease to use the Premises for the purposes described above, and such cessation of use shall continue for a period of sixty (60) days, this Sub - Lease, at the option of the Authority, upon thirty (30) days written notice to the Sub - Lessee, shall be terminated and the Sub - Lessee shall surrender and vacate the Premises to the Authority within thirty (30) days after notice of such termination. Provided, however, said sixty (60) day period shall be tolled if such cessation is caused by events beyond the control of the Sub- Lessee such as acts of God or if such cessation is due to closing for reconstruction or repairs to the Premises. The Sub - Lessee and/or his Museum are to remove and no longer store any aircraft not owned or loaned to the Sub - Lessee or the Museum unless approved in writing by the Airport manager. 8. Permissible Alternations and Additions to Premises. The Sub - Lessee may not make any alterations or additions to the Premises without first obtaining the Authority's prior written consent, which consent may be withheld in the Authority's sole discretion. The Sub- Lessee shall submit to the Authority plans and specifications for all alterations and additions at the time such consent is sought. 9. Rent., The Sub - Lessee- agrees to pay the Authority rent in the amount of $0.14 per square foot, as the Federal Aviation Administration (FAA) has determined the leased Premises to be lion - aeronautical in nature. The rent shall be paid in advance, for each month during the term of this Sub - Lease. The base rent may increase; provided, however, such increases shall occur only when it shall be determined that there has been an increase in the cost of living using the r1 2 Revised: Septcinher 7; 201 S .CAO - Packet Page - 3114 - -- . ____ ____ - __ 9/13/2011 Item 16.G.4. official Consumer Price Index Urban Wage Earners (CPI -U) base published by the Bureau of Labor Statistics, United States Department of Labor. The Consumer Price Index to be used will be that for the South Urban Size C Area (or comparable index if such index in discontinued), hereinafter called "CPI ". An increase in the monthly base rent, if any, shall be based upon a comparison of the most recent CPI published for the current lease year against the most recent CPI published greater than 12 months preceding the most current CPI. The amount of the additional base rent shall be the percentage difference between the two preceding CPI's; In no event shall the base rent, once increased, be decreased, nor shall it be increased more than once in a 12 month period. ---------- .._. ------ .... .. _.. _...._ -- .._...._._ .. _...._...... 10. Net Sub- Lease. This is a fully net Sub - Lease, with the Sub Lessee responsible for all costs, fees and charges concerning the Premises. Accordingly, the Sub- Lessee shall promptly pay when due and prior to any delinquency atl costs, fees, taxes, trash removal services, assessments; utility charges, impact fees and obligations of any kind that relate to the Premises. To the extent authorized by law, the Sub - Lessee will indemnify and hold the Authority harmless from any and all claims, costs and obligations arising from the Sub - Lessee's use of the Premises. In case any action or proceeding is brought against the Authority by reason of the Sub- Lessee's use of the Premises, the Sub- Lessee shall pay all costs, attorneys' fees, expenses and liabilities resulting, therefrom and shall defend such action or proceeding if the Authority shall so request, at the Sub - Lessee's expense, by counsel reasonably satisfactory to the Authority. It is specifically agreed however, that the. Authority may at its own cost and expense participate in the legal defense of such claim, with legal counsel of its choosing. ^` 11. Liens and Mortgages. The Sub - Lessee shall not in any way encumber the Premises, and shall promptly remove any and all liens placed against the Premises. All persons to whom these presents may come are put upon notice of the fact that the interest of the Authority in the Premises shall not be subject to liens for improvements made by the Sub - Lessee and liens for improvements made by the Sub - Lessee are specifically prohibited from attaching to or becoming a lien on the interest of the Authority in the Premises or any part of either. This notice is given pursuant to the provisions of and in compliance with Section 713.10, Florida Statutes, . 12. Obligation to Maintain Premises and Comply with All Lawful Requirements The Sub - Lessee, throughout the terra of this Sub- Lease, at its own cost, and without any expense to the Authority, shall keep and maintain the ,Premises in good, sanitary and neat order, condition and repair, and shall abide with all lawful requirements. Such maintenance and repair shall include, but not be limited to, painting, janitorial, fixtures and appurtenances (lighting, heating, plumbing,, and air conditioning). Such repair may also include structural repair, if deemed necessary by the Sub- Lessee. If the Premises are not in such compliance in the reasonable opinion of the Authority, the Sub - Lessee will be so advised in writing. If corrective action is not begun within thirty (30) days of the receipt of such notice and prosecuted diligently until corrective action is completed., the Authority may cause the same to be corrected and the Sub - Lessee shall promptly reimburse the Authority for the expenses incurred by the Authority, together with a 5%_ administrative fee. 13. Quiet Eniovment- The Sub- Lessee shall be entitled to quiet enjoyment so long as the Sub - Lessee has.not defaulted on any of the terms of this Sub - Lease. Accordingly, the Sub- Lessee shall have the .exclusive right to use the Premises during the term of this Sub - Lease. During the I 1� r 3 Revised: September7, 2011 CAO Packet Page -3115- 9/13/2011 Item 16.G.4. term of this Sub - Lease, the Sub - Lessee may erect appropriate signage on the Premises. Any such signage shall be in compliance with all applicable codes and ordinances. 14. Casualty and Condemnation a. Casualty. If the Premises are destroyed, rendered substantially inhabitable, or damaged to any material extent, as reasonably determined by the Parties, by fire or other casualty;, and the Sub - Lessee must use the insurance proceeds, hereinafter referred to as "Proceeds, "' to rebuild or restore the Premises to substantially its condition prior to such casualty event unless the. Authority.,provides. the Sub - ,essee: wittt_a_ written determination that-rebu ldi:ng..or'. restoring. -. the- . -.. ------- - - -_.. _ _-_. Premises to such a condition with the Proceeds within a reasonable period of time is impracticable or would not be in the best interests of the Authority, in which event, Proceeds shall be shall be promptly remitted to the Authority. If the Authority elects not to repair or replace the improvements, then the Sub - Lessee or the Authority may terminate this Sub -Lease by providing notice to the other party within ninety (90) days after the occurrence of such casualty. The termination will be effective on the ninetieth (90th) day after such fire or other casualty, unless extended by mutual written agreement of the Parties. During the period between the date of such casualty and the date of termination, Sub- Lessee will cease its operations as may be necessary or appropriate. If this Sub -Lease is not terminated as set forth herein, or if the Premises is damaged to a less than material extent, as reasonably determined by the Sub - Lessee and the Authority, the Sub- Lessee will proceed with reasonable diligence, at no cost or expense to the Authority, to rebuild and repair the Premises to substantially the condition as existed prior to the casualty. b: Condemnation. The Authority may terminate this Sub -Lease as part of a condemnation project. The Authority will use its best efforts to mitigate any damage caused to the Sub - Lessee as a result of such termination; however, in no event will the Authority be liable to the Sub - Lessee for any compensation as a result of such termination. 15. Access to Premises. The Authority, its duly authorized agents, contractors, representatives and employees, shall have the right after reasonable oral notice to the Sub- Lessee, to enter into and upon the Premises during normal business hours, or such other times with the consent of the Sub - Lessee, to inspect the Premises, verify compliance with the terms of this Sub - Lease, or make any required repairs not being timely completed by the Sub - Lessee. 16. Sub- Lessee's Access to Premises. Based on the location of Sub- Lessee's premises on the airport, Sub - Lessee is expected to take the most direct route. The most direct. routing will negate the: Sub - Lessee's necessity to cross active taxiways and runways which will allow a greater degree of safety and decrease the Iikelihood of runway incursions. Gate A.access will be provided to access Buildings 13 and 14. 17. Termination and Surrender. Unless otherwise mutually agreed by the Parties, within ninety (90) days after termination of the Sub -Lease term., the Sub - Lessee shall redeliver possession of the Premises to Authority in good condition and repair. The Sub- Lessee: shall have the right at any time during its occupancy of the Premises to remove any of its personal property; equipment, and signs provided, however, at the termination of this Sub - Lease, Authority shall have the option of either requiring Sub - Lessee to demolish and remove all improvements made by Sulu- Lessee to (he; Premises upon Sub- Lessee's vacation thereof, or to require Sub- Lessee to Revised: September 7, 2011 CAO 4 _. Packet Page -3116- 9/13/2011 Item 16.G.4. retain said improvements with fixtures on the Premises which improvements and fixtures will become the property of the Authority upon Sub - Lessee's vacation of the Premises. 18. Assignment. Sub- Lessee may assign this Sub -Lease upon the written consent of the Authority, which consent shall. not be unreasonably withheld. 19. Insurance: The Sub - Lessee shall provide all insurance deemed appropriate by the Authority, as determined by Collier County Risk Management. 20. _Defaults and Remedies: a. Defaults by Sub- Lessee. The occurrence of any of the following .events and the expiration of the applicable cure period set forth below without such event being cured or remedied will constitute a 'Default by Sub - Lessee to the greatest extent then allowed by law: Abandonment of Premises or discontinuation of Sub - Lessee's operation. ii. Sub - Lessee's material misrepresentation of any matter related to this Sub - Lease. iii:. If Sub - Lessee suffers this Sub- Lease to be taken under any writ of execution and/or other process of law or equity. n. iv. Sub - Lessee's failure to utilize the Premises as set forth above. V. Any lien is filed against the Premises or Sub- Lessee's interest therein or any part thereof in violation of this Sub- Lease, or otherwise., and the same remains unreleased for a period of sixty (60) days from the date of filing unless within such period Sub - Lessee is contesting in good faith the validity of such lien and such lien is appropriately bonded. vi. Failure of Sub - Lessee to perform or comply with any material covenant or condition made under this Sub- Lease; which failure is not cured within ninety (90) days from receipt of Authority's written notice stating the non- compliance shall constitute a default (other than those covenants for which a different cure period is provided), whereby Authority may, at its option, terminate this Sub -Lease by giving Sub- Lessee thirty (30) days written notice unless the default is fully cured within that thirty (30) day notice period (or such additional time as is agreed to in writing by Authority as being reasonably required to correct such default). However, the occurrence of any of the events set forth above shall constitute a material breach and default by Sub- Lessee, and this Sub -Lease may be immediately terminated by Authority except to the extent then prohibited by law, vii. Lessee's failure and/or failure of Lessee's invitees, agents, guests or sub - lessee's to follow and law, rule, regulation and/or requirement applicable to . 1ti S Revised: September 7,. 01.1 CAO _.. __ Packet Page - 3117 - - 9/13/2011 Item 16.G.4. the Immokalee Regional Airport, if after written notice such failure is not immediately cured. b. Remedies of Authority. i. In the event of the occurrence of any of the foregoing defaults, Authority, in addition to any other rights and remedies it may have, shall have the immediate right to re -enter and remove all individuals, entities and/or property from the Premises. Such property may be removed and stored in a public. warehouse or elsewhere at_ the _ cost of _and, for. the._accQ_unt_ of .Sub _.._... _..__... __... ___. Lessee, all wit out service of notice or resort to legal process and without being deemed guilty of trespass, or being liable for any loss or damage which may be occasioned thereby. If Sub Lessee does not cure the defaults in the time frames as set forth above, and Authority has removed and stored property, Authority shall not be required to store for more than thirty (30) days. After such time, such property shall be deemed abandoned and Authority shall dispose of such property in any manner it so chooses and shall not be liable to Sub- Lessee for such disposal. u. :If Sub- Lessee fails to promptly pay, when due, any full installment of rent or any other sum payable to Authority under this Sub - Lease, and if said sum remains unpaid for more than five (5) days past the due date, the Sub - Lessee shall pay Authority a late payment charge equal to five percent (5 %) of each such payment not paid promptly and in full when due. Any amounts not paid promptly when due shall also accrue compounded interest of two (2 %) percent per month or the highest interest. rate then allowed by Florida law, whichever is higher ( "Default .Rate"), which interest shall be promptly paid by Sub- Lessee to Authority. iii. Authority may sue for direct, actual damages arising out of such default of Sub - Lessee or apply for injunctive relief as may appear necessary or desirable to enforce the performance and observance of any obligation, agreement or covenant of Sub - Lessee under this Sub- Lease, or otherwise. Authority shall be entitled to reasonable attorneys fees and costs incurred arising out of Sub- Lessee's default under this Slab- Lease. c. Default by Authority. Authority shall in no event be charged with default in the performance of any of its obligations hereunder unless and until Authority shall have failed to perform such obligations within thirty (30) days (or such additional time as is reasonably required to correct such default) after written notice to Authority by Sub - Lessee properly and in meaningful detail specifying wherein, in Sub - Lessee's judgment or opinion, Authotty has failed to perform any such obligation(s). d. Remedies of Sub- Lessee. In partial consideration for the nominal rent charged to Sub - Lessee, Sub - Lessee hereby waives any claim it may have to direct or indirect monetary damages it incurs as a result of Authority's breach of this Sub - Lease, and also waives any claim it might have to attorneys' fees and costs arising out of Authority's pl 6 Revised: September 7, 1-011 CAO - -- Packet Page -3118- ... - - - - -- 9/13/2011 Item 16.G.4. breach of this Sub- Lease.. Sub - Lessee's remedies for Authority's default under this Sub - Lease shall be limited to the following: For injunctive relief as may appear necessary or desirable to enforce the performance and observance of any obligation, agreement or covenant of Authority under this Sub - Lease. ii. Sub - Lessee may cure any default of Authority and pay all sums or do all reasonably necessary work and incur all reasonable costs on behalf of and _-Af the expense of Authority. Authority, will .pay. Sub Less.ee.on demand all_.....__... - -_. reasona a costs incurred and any amounts so paid by Sub -Lessee on behalf of Authority, with no interest. e. No Remedy Exclusive: No remedy herein conferred upon or reserved to either party is intended to be exclusive of any other available remedy or remedies, but each and every such remedy will be cumulative and in addition to every other remedy given under this Sub -Lease or hereafter existing under law or in equity.. No delay or omission to exercise any right or power accruing upon any event of default will impair any such right . or power nor be construed to be waived, but any such right and power maybe exercised from time to time and as often as may be deemed expedient.. f. Non - Waiver. Every provision hereof imposing an obligation upon Sub- Lessee is a material :inducement and consideration for the execution of this Sub -Lease by Sub - /00*N Lessee and Authority. No waiver by Sub- Lessee or Authority of any breach of any provision of this Sub -Lease will be deemed for any purpose to be a waiver of any breach of any other provision hereof or of any continuing or subsequent breach of the same provision, irrespective of the length of time that the respective breach may have continued. 21. Lease Manual. The Sub - Lessee shall be provided with the Authority's Lease Manual (if any), which the Authority may be amend from time to time. The terms of this manual shall be deemed to be incorporated by reference into this Sub- Lease, and Sub- Lessee shall be bound by the terms of this Lease Manual, as of the 1'` day of the second month the Sub- Lessee receives a copy of the Lease Manual or an amended Lease Manual. With respect to any terms in this Sub -Lease which are in conflict with the Lease Manual, the Lease.Manual shall control. 22. Rules and Regulations. The Sub- Lessee shall comply with the Authority's 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 including such reasonable and, uniform landing fees, rates or charges, as may from time to time be levied for airfield operational privileges and/or services provided at the Airport, provided all such Rules and Regulations comply with current FAA rules, regulations and guidelines. Tenant shall also comply with any and all applicable governmental statutes, rules, orders and regulations. 23. Airport Development. The Authority reserves the right to further develop or improve the landing and other areas of the Airport as it sees fit, regardless of the convenience, desires or view of the Sub- Lessee, and without. interference or hindrance. Notwithstanding the foregoing, nothing Revised: Septernher 7, 2011 CAo - - - - - -- Packet Page -3119- 9/13/2011 Item 16.G.4. herein shall be construed to limit or impede Sub - Lessee's rights to object to any such development or improvements in any lawful manner. 24. Airport Operations. The Sub - Lessee shall prevent any use of the Premises which would interfere with or adversely affect the operation or maintenance of the Airport, or otherwise constitute an airport hazard, and will restrict the height of structures, objects of natural growth, and other obstructions on the Premises to such height as comply with Federal Aviation Regulations, Part 77. Miscellaneous Legal-Matters. 25. This Sub -Lease shall be construed by and controlled under the laws of the State of Florida. In the event of a dispute under this Sub - Lease, the Parties shall first use the County's then- cun-ent Alternative Dispute Resolution Procedure. Following the conclusion of this procedure, either party may file an action in the Circuit Court of Collier County to enforce the terms of this Sub - Lease, which Court the Parties agree to have the sole and exclusive jurisdiction. 26. This Sub -Lease contains the entire agreement of the Parties with respect to the matters covered by this Sub -Lease and no other agreement, statement or promise made any party, or to any employee, officer or agent of any party, which is not contained in this Sub -Lease shall be binding or valid. Time is of the essence in the doing, performance and observation of each and every term, covenant and condition of this Sub -Lease by the Parties. 27. In the event state or federal laws are enacted after the execution of this Sub - Lease, which are applicable to and preclude in whole or in part the Parties' compliance with the terms of this Sub- Lease, then in such event this Sub -Lease shall be modified or revoked as is necessary to comply with such laws, in a manner which best reflects the intent of this Sub - Lease. 28. Except as otherwise provided herein, this Sub -Lease shall only be amended by mutual written consent of the Parties hereto or by their successors in interest. Notices hereunder shall be given to the Parties set forth below and shall be made by hand delivery, facsimile, overnight delivery or by regular mail. If given by regular mail, the notice shall be deemed to have been given within a required time if deposited in the U.S. Mail, postage prepaid, within the time limit. For the purpose of calculating time limits which run from the giving of a particular notice the time shall be calculated from actual receipt of the notice. Time shall run only on business days which, for purposes of this Sub -Lease shall be any day other than a Saturday, Sunday or legal public holiday. Notices shall be addressed as follows: If to Authority: Collier County Airport Authority 2005 Mainsail Drive, Suite I Naples, Florida 34114 (239) 642 -7878 Revised: Septemher 7. 2011 CAO cc: Real Property Management 3335 Tamiami Trail East, Suite 101 Naples, Florida 34112 } H., Packet Page - 3120 - ?0_441, 9/13/2011 Item 16.G.4. If to Sub- Lessee: Gregory Shepard 2243 Peck Street Fort Myers, Florida 33901 cc: Henderson Franklin Starnes & Holt, P.A. Attn: Bruce E. Sands, Esq. P.O. Box 280 1715 Monroe St. Ft Myers, FL 33901 otice 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. 29., Sub - Lessee is an independent entity, and is not any agent or representative or employee of Authority. During the term of this Sub - Lease, neither Sub - Lessee, nor anyone acting on behalf of Sub - Lessee, shall hold itself out as an employee, servant, representative or agent of Authority. Neither party will have the right or authority to bind the other party without express written authorization of such other party to any obligation to any third party. No third party is intended by the Parties to be a beneficiary of this Sub -Lease or to have any rights to enforce this Sub -Lease against either party hereto or otherwise. Nothing contained. in this Sub - Lease will constitute the Parties as partners or joint ventures for any purpose, it being the express intention of the Parties that no such partnership or joint venture exists or will exist. Sub- Lessee acknowledges that Authority is not providing any vacation time, sick pay, or other welfare or retirement benefits n normally associated with an employee - employer relationship and that Authority excludes Sub - Lessee and its employees from participation in all health .and welfare benefit plans including vacation, sick leave, severance, life, accident, health and disability insurance, deferred compensation, retirement and grievance rights or privileges. 30. Force Nlajeure. Neither party to this Sub - Lease will be liable for any delay in the performance of any obligation under this Sub -Lease or of any inability to perform an obligation under this Sub -Lease if and to the extent that such delay in performance or inability to perform is caused by an event or circumstance beyond the reasonable control of and without the fault or negligence of the party claiming Force Majeure. "Force Majeure" shall include an act of God, war (declared or undeclared), sabotage, riot, insurrection, civil unrest or disturbance, military or guerrilla action, economic sanction or embargo, civil strike, work stoppage, slow -down or lock- out, explosion, fire, earthquake, abnormal weather condition, hurricane, flood, lightning, wind, drought, and the binding order of any governmental authority. 31. Hazardous Materi als. Sub- Lessee will not transport, use, store., maintain, generate, manufacture, handle; dispose, release or discharge any Hazardous Materials upon or about the Sub - Leased Premises except in strict compliance with all applicable codes, laws and ordinances . relating thereto, nor permit employees, representatives, agents, contractors, sub- contractors, sub - sub- contractors, material men and/or suppliers to engage in such activities upon or about the Sub - Leased Premises. 32, Nondiscrimination Clause. The Sub- Lessee for himself, his personal representatives, successors in interest, and assigns, as part of the consideration hereof, does hereby covenant and 9 Revised: September 7, 2011 CAO - - Packet Page -3121- 9/13/2011 Item 16.G.4. agree that (l) no person on the grounds of race, color, or national origin shall be excluded in participating in, denied the benefits of, or be otherwise subjected to discrimination in the use of the Sub - Leased Premises; (2) that in the construction of any improvements on, over or under such land and the furnishing of services thereon, no person on the grounds of race, color or national origin shall be excluded from participating in, denied the benefits of, or otherwise subjected to discrimination; (3) that the Sub- Lessee shall use the Sub - Leased Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally assisted programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, as said regulations may be amended:__. That_in the event- of breach. of_any..©f. the:, above. nondis cdniinatiott _ .......................___.: I. covenants, Authority shall ave the ng t to terminate this Sub -Lease and to re -enter and as if the Sub -Lease had never been made or issued. The provision shall not be effecti ve until the procedures of Title 49, Code of Federal. Regulations, Part 21 are followed and completed, including exercise or expiration of appeal rights. 33, Radon. in compliance with Section 404,056,_ Florida Statutes, all Parties are hereby made aware of the following; Radon is a. naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. 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 your County Public Health Department. 34. Dominant Agreements. This Sub -Lease Agreement is subordinate and subject to all existing agreements between the Authority and the Federal Aviation Administration, the Authority and the State of Florida, and the Authority and Collier County. During the time 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 Agreement insofar as they are inconsistent with the provisions of the lease to the Government, shall be suspended. Any executed agreement 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 development of the Airport. 35. This Sub -Lease Agreement maybe recorded by the Authority in the Official Records of Collier County, Florida, within fourteen (14) days after the execution of this Sub - Lease, at the Sub - Lessee's sole cost and expense. 10 Revised. September.7, 2011 CAO -- _... -- -- Packet Page -3122- -... rld-100 e4001%.1 9/13/2011 Item 16.G.4. IN WITNESS WHEREOF., the Sub-Lessee and Authority have hereto executed this Sub- Lease Agreement the day and year first above written. A77 /� - SSEE:, '01-M-es's (egnature) OUC,C - J'I-IyAr (print mp na) -.111-­ - ---------- ---- I—— _ .... .............. . ..... ... ..... Witness (signature) N-UIL55q 1AkDVLJ (print name), Revised: September 7, 2011 CAO GREGORY SHEPARD Remainder of page intentionally left blank; I Remaining signature page to follow. 11 ... ... 11 _1_­_____­ ­ - _­ ----- - Packet Page -3123- - - - - ----------- 9/13/2011 Item 16.G.4. AS TO THE AUTHORITY: ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, CLERK COLLIER COUNTY, FLORIDA M A IN ITS CAPACITY AS THE COLLIER COUNTY AIRPORT AUTHORITY .. ........ .... By: , Deputy Clerk Approved as to form and legal sufficiency: Steven T. Williams S-rL—j Assistant County Attorney 117/4, Revised: September 7, 20'11 CAQ BY: FRED W. 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