Agenda 11/10/2009 Item #16K 2
Agenda Item No. 16K2
November 10, 2009
Page 1 of 30
EXECUTIVE SUMMARY
Recommendation that the Board approves the proposed Addendum to the Naples Zoo Lease.
OBJECTIVE: To amend the Naples Zoo Lease in the manner as directed by the Board.
CONSIDERATIONS: At its October 27, 2009 meeting, the Board of County Commissioners
directed the County Attorney to review and bring back an amendment to the Naples Zoo Lease
("Lease"), conforming the Lease to the Standard Form Not-for-Profit Lease that the Board had just
approved.
Attached for the Board's consideration is an Addendum to Lease Agreement prepared by counsel
to the Naples Zoo. In keeping with the Standard Form, the Addendum amends the Lease by
providing for a straight 30-year term at a nominal $1.00 per annum rent. Other changes are:
- The Addendum eliminates the County's unilateral right to terminate the Lease for any reason on
two years notice. This is in keeping with the Standard Form Lease, which does not contain any
such right to terminate. As in the Standard Form Lease, the County retains the right to evict based
on the Lessee's default.
-Minor changes were made to the Insurance provisions at staffs request, with the exception that if
the County requests that the Zoo amends their insurance, the Zoo would like to have 90 days
- instead of the standard 30 days to do so, as the nature of their business is unusual. Neither staff
nor the County Attorney has any issue with this request.
-The Addendum updates the notice information, including changing The Trust for Public Lands to
the County.
The County Attorney would like to note for the record that the following provision remains part of
the Zoo's Lease commitments, and that these commitments are a substantial and material
consideration for the rent waiver:
"LESSEE shall continue to provide the items listed below (1 through 7, inclusive) during the Term
of this Lease, except to the extent, if any, that LESSOR may from time-to-time agree only by
amendment to this Agreement that the respective benefit can be modified or eliminated. Each such
Amendment shall specifically state that it is amending the respective sub-paragraph(s) of Article
THREE, paragraph (e) of this Agreement. Those benefits must be continued because each is a
material consideration for this Lease. Such benefits, which must meet or exceed the 2005 baseline
programs, (unless otherwise modified by agreement of the parties) are the following:
(1) LESSEE offers a variety of discounts to local residents. These include opportunities
throughout the year such as free admission for children Friday through Monday around school
holidays. In addition, the zoo now offers Collier residents (adults and children) completely free
admission at least one Saturday per month \vhen entering before 11 a.m.
.-
(2) For residents, LESSEE offers a 50% discount on family memberships. The membership
includes up to 2 adults and all dependent children living in the same household up to age 21.
Aqenda Item r\1:). '16K2
~ ~~ovelllber 10. 2009
Page 2 of 30
(3) LESSEE offers complimentary admission and/or deeply discounted rates to various children's
groups, Collier County school groups, and County and Municipal parks and recreation program
participants.
(4) LESSEE employs full and part-time employees. Such employees have access to health care
benefits paid in whole or in part by LESSEE. A life insurance policy is provided to employees at
no charge. Dental insurance is also available through a group plan. Benefit progranls for
employees will be consistent with the Zoo Industry Standards (as hereinafter defined).
(5) LESSEE provides deeply discounted admissions for school children visiting the zoo. The zoo
recently dedicated a position to group sales and is enhancing its onsite education to better service
the growing need for curriculum-fulfilling field trips.
(6) LESSEE also contributes to the local economy by using many local services for construction,
printing, and technology. In regard to economic impact, over 70% of zoo visitors in March 2005
came from over 150 miles away including all 50 states and 20 foreign countries thus contributing
to the local economy by contributing to overnight stays.
(7) Locally, LESSEE will continue to provide an exhibit for best management practices for
Backyard Wildlife Habitat to illustrate to guests how they can provide elements beneficial to
songbirds, butterflies and other wildlife whether they have a condominium balcony, back la\\11, or
acres of space.
(8) LESSEE will support local and international conservation. LESSEE will promote sustainable
practices to its guests and sphere of influence. LESSEE will also cooperate with other
conservation organizations to promote like-minded efforts."
LEGAL CONSIDERATIONS: The Addendum is legally sufficient for Board action. -JAK
FISCAL IMPACT: The following is a summary of the rentals received from the Naples Zoo.
This continuing income stream will be lost to the County.
Naples Zoo - Rents Summary
(as of 10/16/2009)
Rents - $19,625 per month started December 2005 - 1/2 month rent
Receipts in FY 2006
Receipts in FY 2007
Receipts in FY 2008
Receipts in FY 2009
204,754.17
2 I 5,875.00
235,500.00
247,129.00
Receipts in FY 2010
Total Rents Received
19,625,00
922,883.17
(Oct
Rent)
,...........,
,-...
fl,genda item t'<Jo. '16K2
t'~overnber 10. 2009
Page 3 of 30
GROWTH MANAGEMENT IMP ACT: None.
RECOMMENDATION: In keeping with prior direction, that the Board approves the proposed
Addendum to Lease Agreement.
Prepared by: Jeffrey A. Klatzkow, County Attorney
J.. US"" .L VI- .L
l\genda Item th 16K2
November 10, 2009
Page 4 of 30
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
Item Number:
Item Summary:
16K2
Recommendation that the Board approves the proposed Addendum to the Naples Zoo
Lease.
Meeting Date:
11/10/20099:00:00 AM
Approved By
Jeff Klatzkow
County Attorney
Date
County Attorney
County Attorney Office
11131200911:18 AM
Approved By
OM8 Coordinator
OMS Coordinator
Date
County Manager's Office
Office of Management & Budget
11/3/2009 12:17 PM
Approved By
John A. Yonkosky
Director of the Office of Management
Date
County Manager's Office
Office of Management & Budget
11/3/200912:35 PM
Approved By
Jeffrey A. Walker, CPCU,
ARr.n
Risk Management Director
Date
Administrative Services
Risk Management
11/3/2Q09 3:48 PM
Approved By
Marla Ramsey
Public Services Administrator
Date
Public Services
Public Services Admin.
11/3/20093:51 PM
Approved By
Leo E. Ocbs, Jr.
County Manager
Date
Board of County
County Manager's Office
1113/20094:53 PM
Corrlmissioners
l\oenda Item t~o. 16f<2
~ NCvsiTiber 10. 2009
Page 5 of 30
Addendum to Lease Agreement
This Lease Addendum is entered into this lOth day of November, 2009, by and between
Collier County and the Naples Zoo, Inc.
Whereas, that certain Lease Agreement dated December 12, 2005, by and between Naples
Zoo, Inc., and the Trust for Public Land was assigned by a Novation Assignment of Lease
Agreement by the Trust for Public Land to Collier County; and
\Vhereas, the Trust for Public Land also conveyed fee title to Collier County of the lands
subject to the afore-referenced Lease Agreement; and
Whereas, Collier County and the Naples Zoo, Inc., desire to amend certain sections of said
Lease Agreement; and
Whereas, prior to this Addendum rent paid by Lessee would have been used for capital
improvements such as roads and parking to serve the Zoo and the County's Gordon River
Greenway.
NOW, THEREFORE Collier County and the Naples Zoo, Inc., agree that the
afore-referenced Lease Agreement shall be amended as follows:
I. Article 2 "Term of Lease," paragraphs a., b. and d. are deleted in their entirety and
paragraph a. is amended to read:
The term of this Lease shall commence on the date first above
\vTitten, and unless terminated earlier by the Parties, shall terminate on the
30th year anniversary date of this Lease. There is no option to renew. If
Lessee holds over after the expiration of the lease term, such tenancy shall
be from month to month under all the tem1s, covenants and conditions of
this Lease subject, however, to Lessor's right to seek legal relief to eject
Lessee from the Premises as a holdover.
2. Article 3 "Rent" paragraphs a., b., c., d., f. and the first sentence of paragraph e. are
deleted in their entirety and paragraph a. is amended to read:
The Lessee agrees to pay to the Lessor the sum of $1.00 per annum,
in advance for each year of the term.
3. Article 15 "Insurance" paragraph e. is deleted in its entirety and paragraph f. IS
amended to read:
The above described general liability and property liability insurance
policy(ies) shall list and continuously maintain LESSOR, as \vell as its
Officers, employees, representatives and agents, as additional insureds
thereon. The above-described fire and extended coverage insurance
policy(ies) shall list and continuously maintain LESSOR as an additional
insured as their interest may appear. Evidence of such insurance shall be
provided to LESSOR and the Collier County Risk Management Department,
3301 East Tamiami Trail, Administration Building D, Naples, Florida
Agenda Item No. 16K2
November 10, 2009
Page 6 of 30
34112, for approval prior to the commencement of this Lease Agreement;
and shall include a provision requiring not less than ten (10) days prior
written notice to LESSOR in the event of cancellation or changes in
Policy(ies) coverage. If such amounts are less than the Zoo Industry
Standards or good insurance practice would require, LESSOR reserves the
right to reasonably amend their insurance requirements by issuance of notice
in writing to LESSEE, whereupon receipt of such notice LESSEE shall have
ninety (90) days in which to obtain such additional insurance. The issuer of
any policy must have a certificate of authority to transact insurance business
in the State of Florida and must be rated "A" or better in the most current
edition of Best's Insurance Reports. Each insurer must be responsible and
reputable and must have financial capacity consistent with the risks covered.
Each policy must contain an endorsement to the effect that the issuer waives
any claim or right to subrogation to recover against LESSOR, its employees,
representatives and agents.
4. Article 17 "Notices" paragraph a. is amended to read:
a. Any notice, request, demand, instruction or other
communication to be given to either party hereunder shall be in writing, sent
by facsimile with automated confirmation of receipt, or by registered or
certified mail, return receipt requested, postage prepaid, transmitted or
addressed as follows:
If to LESSOR:
Collier County Manager
3301 East Tamiami Trail
Naples, FL 34112
Attn: County Manager
Telephone: (239) 252-8383
Fax No.: (239) 252-4010
With a copy to:
Collier County Attorney
3301 East Tamiami Trail
Naples, FL 34112
Telephone: (239) 252-8400
Fax No.: (239) 252-6300
If to LESSEE
Naples Zoo, Inc.
1590 Goodlette-Frank Road
Naples, FL 34102
Attn: President of Naples Zoo, Inc. Board
Telephone: (239) 262-5409, x. 107
Fax No.: (239) 262-6866
2
A.cenda Ite:-n No. 16K2
~ r'~ovember 10, 2009
Page 7 of 30
With a copy to:
Naples Zoo, Inc.
1590 Goodlette-Frank Road
Naples, FL 34102
Attn: President of Naples Zoo, Inc. Board
Telephone: (239) 262-5409, x. 107
Fax No.: (239) 262-6866
seals.
IN WITNESS WHEREOF, the parties hereto have hereunder set forth their hands and
AS TO THE LESSOR:
LESSOR:
ATTEST:
DWIGHT E. BROCK, Clerk
BOARD OF COUNTY COMMISSIONERS,
COLLIER COUNTY, FLORIDA
By:
, Deputy Clerk
By:
DONNA FIALA, CHAIRMAN
AS TO LESSEE:
LESSEE:
FIRST WITNESS (signature)
NAPLES ZOO, INe., a Florida not-far-profit
Corporation
(print name of first witness)
By:
Name:
Title:
Date:
SECOND WITNESS (signature)
,2009
(print name of second \vitness)
Approved as to forn1
and legal sufficiency:
Jeffrey A. Klatzkow
County Attorney
3
Agenda Item r'~o. 1 JiK2
November 10, 2 J09
Page 8 0 30
EXHIBIT "A"
LEASE AGREEMENT
THIS LEASE AGREEMENT (this "Lease Agreement") is entered into this I d- ,"<' day of"')e Ce.M ~eA-
2005, between J'\APLES ZOO, INC., a FIOlidu non-profit corporation, exempt from taxation under Section
501 (c)(3) of the Internal Revenue Code, whose mailing address is 1590 Goodlette-Frank Road, Naples,
Florida 34102, hereinafter refen'ed to as "Naples Zoo, Inc." or "LESSEE", and THE TRUST FOR PUBLIC
LAND, a Califomia non-profit corporation, whose mailing address is 1595 Bay Street SE,Suite #3, 51.
Petersburg, Florida 33701, hereinafter refelTed to us "TPL" or "LESSOR".
WITNESSETH
WHEREAS, Naples Zoo, Inc.. is a lessee of certain assets of Jungle Larry's Safari land, Inc., an Ohio
corporation, und operator of the fixtures, furniture, buildings and' animals that make up the Caribbean
Gardens, The Zoo in Naples; and
WHEREAS, during ics history in Naples, Florida, the Zoo has strived to provide a quality experience for
residents and visitors to the community. It has'done this without drawing on public monies for any reason
including seeking accreditation by the American Zoo and Aquarium Association, which it achieved in 2001.
This status places Caribbean Gardens in the top J 0'70 of facilities exhibiting wildlife in the Nation; and
WHEREAS, TPL has acquired the property at the intersection of Goodlette-Frank Road and Golden Gate
Parkway consisting of 166 acres, more or less (lhe "Total Property"), from CHARLES FLEISCHMAl\'N, m,
us to an undivi.ded 49.6J % interest in said land, DORETTE L. FLEISCHMANN VIETS, as to an undivided
25.195% interest in SJid land and DORETTE L. FLEISCHMANN VIETS, JvlELANIE FLEISCHMANN
GARNETT and CHARLES FLEISCHMANN, Y, as Co-Trustees under Article Seven B of the Last Will and
Testament of Dorette K. Fleischmann, deceused, dated September .1 0, 1992, as to an undivided 25.195%
interest in said land (the TOl<il Property is more particularly described on Exhibit "A" attuched hereto and
made a part hereof); und
WHEREAS, TPL intends to convey portions of the Total Property to Collier County, a political subdivision
of the State of Florida, whose mailing <.1ddress is 3301 EastT<.1miami Trai I, Naples, Florida 34112; and
WHEREAS, the voters of Coliier County, in a November 2004 referendum, voted overwhelmingly to
increase the ad valorem tax in order to raise $40 m!llion in funding to acqUire pOl1ions of the Total Property
and to preserve the Calibbean Gardens, The Zoo in Naples. for future generations; and
WHEREAS, TPL is entering into thiS Lease with Naples Zoo, Inc. in order to funher the voters' objective and
purpose to preserve the gardens and the zoo; and
WHEREAS, the County has agreed to accept an assignment of this Lease Agreement from TPL at the time
the County is (0 acquire portions of the Total Property from TPL; and
WHEREAS, Collier County has determined that it is in the best interest of the citizens of Collier County for
this Lease Agreement to be aSsumed by the County and for the Nnples Zoo, Inc. to continue to grow and
develop for the enjoyment by, the eduCnltOil of, and the enhancement of the quality of life and the
cntel1ainment of the general public of Collier County and the State of Florida.
THE PARTIES AGREE AS FOLLOWS
ARTICLE 1.
Demised Premises and Permitted Uses
a. LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR a 43.52 acre +/_
portion of the TOlal Property (includir.g the roadway islands with signage) (the "Zoo and Gardens Parcel"), as
more particularly described in Exhibit "A:.L:: which is attached hereto and made a part of this Lease,
hereinafter also called the "Demised Premises".
b. The Demised Premises shQ]! be used and occupied as an active operation of the Caribbean Gardens
.2nd the Zoo in Naples (the "Zoo and Gardens") open to the general public including botanical collection,
anim,:d and nature exhIbits, as presently constituted and operated on the Der:1ised Premises, in a manner
substantially equal in quality or' bettcr than that established by Jungle Larry's Safariland, Inc. ("Jung]e
Larry's"). LESSEE shall promote the continuing development of the Zoo and Gardens as a facility displaying
wild anim<ll species in approprIate swings for edelcation<ll, cecreational and wildlife conservation dedicated
to the enhancement of the quality of life With the Collier Co:.Jnty area. LESSEE shalJ utilize the Demised
Premises for al] reasonable purposes attencant to Ihe primary pcrpose set forth <lbove, including, without
limitation, certaJn banquet, restaurant, concessions and food <lnd bevenlge activities, as well as retail
activities related to the purposes set fonh h:re:n. LESSEE, at its expense. shall maintain the facility in a
quality at least corr.par<lble to that of the operziI!On of Jungle LaiTY'S On the date of this Agreement and may
include eX;Jansion of the operation by providing new or Olher wIld an:ma)s, nature exhibits, rides, food
vendors, walking t:'ails, educatior12J der:1o"straticn:s and enter,ainmenl. If additional educational, cultural and
conservation programs are established by LESSEE, trey shall be conducted on the Demised Premises in a
mar;ner intended to benefit the general public and the property and to rn~intain the Zoo and Gardens in a
first--class and accredited cO~jdition. It is unde;'st::lOd <lnd .:greed that the buildings, private utilities (such as
wel!s and septic systems a:1d the pipes a:1d lines associated thereWith), signage and all other structures and
improvements on the Zoo and GQrdens Parcel Jre the responsibility of LESSEE and, whether classified as
fixtures or as nor:-fixture Improvements to the Demisec Premises, shall become the property of LESSOR at
the expiration or earlier te;mination of this Lease, <lS more panicularly described in Article 9(d) below.
I
.A.genda Ik;m No 1 (IK2
~~o\iember 10, 2 09
Page 9 0 30
c. All operatio:ls on the DemIsed PremJses will be conclJcted in an orderly and proper manner
conSidering the nature of Zoo operations so as flot to unrcason<lbly annoy, disturb, endanger or be offensi ve
to adjo;ning and/or near-by property Owrers. LESSEE wi]1 not ::10 or permit to be done anything that may
;'esult in thc creation, commiSSIOn or ~~li:1terlance of a nuisance, L:nsamta,y condition, waste and/or injury on
or to the Demiscd Premises. LESSEE wiil not DOJr permit to be done ~lnYlhing that materi<ll!y adversely
"ffees the effectiveness or accessibility of the drai:wge system, sewerage system, and/or fire hydrants, if any,
or ,tny Clther utility facilities. LESSEE wi!1 CJ!lect a'l garbage. debris and waste material. whether solid Clr
liqIlid, arisir;g out of the improvement, :naintenance, Occupancy or use of the Demised Premises, shall store
same pending disposal in cove:'ed or other rigidly and sturdily constructed receptacles and drspose of Same
off the Dem1sed PremIses at regular jr:tc:.v~,!s .\!Olwilhstan::1lng the foregoir:g, animal W<1stes may be
composled on the DemIsed Premiscs "or uses in the Gardens. LESSEE will provide and use such escape-
proof erc!oslJres in cor.forrnance with Zoo hdustry Standards (as hereinafter dcfined), appropriate for the
protecllon of plIlror;s <lnd VISitors to the Zoo or Cardens. LESSEE sh<lJI use best efforts at all times to keep
all wild animals within the confines of the Den~:seci Premises. Excluding flood, fire, hurricanes and other
forces of ncture, beyond LESSEE's contl'Ol. LESSEE shal! exercise care to prevent damage to the botanical
collections and ;'are natural foli~:ge <lnc plantlngs on the Demised Premises; shall exercise C<lre to prevent the
Watcr proci~lced or used upon or flowing onto the Dcrnised Premises from reaching levels of sal:nity which
would in any way damage or irnpai;' any planting or foli<lge :ncluded In the botanical cOllcction, 2S now or
hereafre:- constiluted; sha;1 keep the Denlised Premises 2dequately fenced, including against predator(s),
tI'espasser(s) 2nd vandal(s) and all other ur,<luthorizeci Cntrres.
d. Uncb ap!)r~)priatc aITange;"errs wi~h the oC I\aples, Florida, ~ Florida Municipal CorporalioTl,
L:::SSEE shall continue, thi'Ough the Leasc Term, as II may be extended, to maintain, ir. the same manner as
herctororc mair:t~illcd, the Current cnll'<ln:::e Sign (C)r its replacement.:, grass 2nd other plaming withIn the
median isi:md area of Seventecrllh Street 2i;;0 bo\\'n as Fleischmann Bou!eva:'d. Said median island
area (ap?rox. 002 acrcs-i-/-) is described ill Exhibil A ~.s a part of the Demised Premises. LESSEE shal] have
reasonable 2ccess to all elect:-jc~]l meiers, electrical Jines and water lines located On the adjacent property
currently known 2S thc l\'aples Preserve t1~at lhe sign and Its landscaping. LESSEE agrees LESSOR
may ercct 2nd Il1~lir:lain 2 sign or other :.te r;,Jr;~e:':n a prominent IOCGtion on the Demised Premises,
~!t a location agreeuble to LESSEE and \Ishie (rom a public road, Dearing information indicating
the Demised Premiscs is protected by LESSOR (ane itS su:::cess:Jr) LESSOR shall detcrmine the wording of
the sign or markcr, L2:SS0R shad be I'Csponsible for the CJsts cf erecling: and maintaining such sign or
marker. E the sign 1S nor properly fn:Jrl!:a:ned 1:1 good condition, LESSEE will notify LESSOR. If the
condition ;s no: cOITeC'ed WIthin (60) days after ;jolice, LESSEE may remove the slgn.
e. LESSEE understands and agrees that thc portion of the Demised Premises described on the attached
Exhibil "A-2" shall be used by LESSEE for over-flow prkrng of its guests and invitees, and, with twclve
(12) of the spaces being made avzlil<lbe for tJal'killg the general public in order to access the Gordon River
over an::1 through other aclp:ent I,mcls Of LESSOR LESSEE shal: m:l:nt:lI11 the property dcscribed on
Exhibit "A-2" in lhe samc manner an(~ to the same extent as described herei:] for the Demised Premises. In
I
Agenda Item No. 1 ~,K2
~.Jovember 10, 2 J09
Page10o'30
the future, if LESSOR requires improvements to [his parking area, which improvements shall be limited to
paving or other permeable surface (such as crushed shells or marl), LESSOR and LESSEE shall i~vestigate
the relative costs of the improvements and future costs of maintenance. LESSEE agrees to mamtam the
improved parking surface and to share 50:50 with LESSOR in the costs of such improvements and
maintenance.
ARTICLE 2. Term of Lease
a. Term. Unless otherwise terminated pursuant to the provisions hereof, LESSEE shall have and hold
the Demised Premise for a term of Ten (10) years, commencing on December 19, 2005 ("Lease Term
Commencement Date") and ending December 18, 2015, unless earlier terminated pursuant to the terms
hereof (the "Lease Term").
b. Renewal. LESSEE is granted the option, provided it is not then in default of any of the provisions
of this Lease, to renew same for four (4) separate, additional and sequential terms of ten (10) years, under the
same terms and conditions, as provided herein, except as to the base rental amount, which is to be adjusted
periodically as provided herein, by delivering written notice of LESSEE'S unconditional intention to renew to
the LESSOR at least two (2) years prior to the expiration of the then existing Lease Term or renewal period.
Said notice shall be effective upon actual receipt by the LESSOR. Failure of LESSEE to provide such
written notice shall be deemed conclusive evidence of LESSEE's waiver of its option to renew. Each 10-
year extension shall be a separate decision (i.e. the second option to extend does not take effect until the end
of the first renewal period.) Notwithstanding the foregoing, each such renewal term must first be approved
by a majority vote of the Collier County Boal'o of County Commissioners prior to each respective renewal
taking plnce.
c. LESSEE's Right to Terminate. Upon two (2) year's plior written notice to LESSOR, given during
the Lease Term or any extension thereof then in effect, LESSEE may, without cause, elect to terminate this
Lease Agreement. If LESSEE so elects, the proviSIOns of ARTICLE 18 shall govern.
d. LESSOR's Right to Terminate. Upon two (2) year's prior written notice to LESSEE, given during
the Lease Term or any extension thereof then in effect, LESSOR may, without cause, elect to terminate this
Lease Agreement. If LESSOR so elects, LESSOR agrees to pay to LESSEE, [It the time of termination, the
unamortized cost of any improvement made by LESSEE to the Demised Premises approved by LESSOR in
accordance with ARTICLE 9 hereof based on a ten year amortization period. LESSEE agrees that the
payment of such unamortized costs of such improvements will be based on adequate documentation of the
costs of such improvements and shall not include the value of donated matelials and/or labor. No
improvements will be made du!-ing the two-year Disposition Period (as herein defined) after notice is given.
ARTICLE 3. Rent
LESSEE hereby covenants and agrees to pay as rent for the Demised Premises the following sums:
a. Base Rent of Two Hundred Thirty-five TholIsand Five Hundred ($235,500.00) Dollars ("Base Rent") per
annum in equal monlhly insta)]ments of ]\'ineteen Thousand Six Hundred Twenty-Five Dollars and 00/100
Cents ($19,625.00) each, all in advance on the first day of eve,y calendar month during the term hereof. If
the terms of this Lease commence or end on a day other than the first day of the month, LESSEE shall pay
base rent equal to one thirtieth (l/30th) of the mClnthly base rent multiplied by the number of rental davs of
such fractional month. '
b. LESSEE will also be responsible for the payment of additional rent'as provided fOl' in ARTICLE 4 of this
Le::tse.
c. Having taken into consideration '.hose benefits pl'Ovided by LESSEE, as services in lieu of rent, as
discussed in ARTICLE 3 e. below, ::tr.d to the extent that the followin2' formula would generate rental in
excess of the Base Rent, LESSEE shall pay the excess rental amounlto LESSOR:
1. During the Lease Term, as it may be renewed from time to time, LESSEE shall pay to LESSOR the
following percentages of Gross Receipts from Services (as herein defined) performed or rendered and Gross
Receipls from Sales (as herein defined) made by LESSEE on the Demised Premises:
3
item No. 'I 0-<:2
t'Jovember 10, )09
Pegs 11 ' 30
I. Six percent (6'/,,) of ;he first Seven Hundred Fifty Thousand Dollars ($750,000.00) of such
gross receipts; and
Ii. Seven percent (7%) of the gross receipts in excess of Seven Hundred Fifty Thousand
Dollars ($750,000.00).
As examples of when the Perce;:wge Rent would or would not be paid a,e as follows:
If the Gross Receipts from S21es or Services (as J total amount) totaled 53,000,000, the fol]owing calculation
would be made:
6% of $750,000 = $ 45,000
7 % of 52,250,000 =$157,500
Total = 5202,500 which IS iess than the Base Rent of $235.500 so no Percentage Rent is due.
If the Gross Receipts from Sales or SerVIces (as a total amount) totaled $4,000,000, the following calculation
would be made:
6% of $750,000 = $ 45,000
7% of $3,250,000 = 5227.500
Total = $272,500 ,vhich IS 537.000 more than n-e Bc.se Rent of $235,500 so $37.000 in
Percentoge Rent would be due in addlllon to the B2se Rent.
2. "Gross Receipts from Services" sha]1 include all revenue realized by LESSEE from operations
upon the Demised Premises, including but not :im:led to' parking fees, gme admissions, all in-park charges
(rides, exhibits, shows or other amt:seme:lts) and/or for other services mnde Qvailable to patrons; also
revenues from radio ond/o, te!evision SlOWS or progncms orig:n;:Hi:lg from the Demised Premises; motion
pictu:-es or other photographic items ?,'oduced on the Demised Premises; catering of parties and similar
actiVities on the Dem:sed Pre:-nises, and fees fo, re:1t2! of Jrea \.vithin t~e Demised Premises for such parties
a:ld any other reve"ue ;Jroduced f,on the Demised Prern:ses other th;:;n from Gross Receipts from Snles.
3. "Gross Receipts from Sales" shad Include the gr~'ss reve:lue from sales of food, beverages.
souvenirs, and ;:d! other mer:'1::mdlse or cor:1rnodlties on or said from (such as by means of the Internet) the
Demised Premises, v/hether made or produced thereon or purchased off-site for resale on the Demised
Premises. Such commodities aiso include the sales :hrollgh vending machines 0, by concessionaires (limited
to those ;::mounts actually paid OVer to LESSEE) Such Gross Re:eipts fro:TI Sales also shall include the soles
of livestock produ:ed by br~eGing on the Demised Premises but shall be off-set by any portion of such
liveslock proceeds thi.'.t are utilized for the tr::Jnsportation or purchase of other a:1imals and/or livestock within
twelve (12) calendar months of the aClua] receipt of such Income. In no event wj]1 the proceeds of the sale of
any livestock or anim;jls wili:h OCcurs cuing the Dlsros:t:011 Period (as he:'einafter defmed in Article 18 be
utiLzed in the caleulaolOr: of nny rent paymenl due LESSOR.
4. Gross Receipts from Services and Gross Receipts fro;n Sales shall exclude any refunds or cash
register acljcslmenls made by LSSSEE in the normal Course of business, and shall exclude sales and/or other
taxes coilected by LESSEE frem Customc::s or adm!ttees and I'e,m!ted by LESSEE to the State ofFlor:dn.
5. Gross Receipts from Services aild Gross from Sales skll also exclude any revenue derived
by LESSEE, in its capacity as a non-profit corporar:or~, resulting from fund-raising efforts attendant to the
opna\Ion of the Zoo and Gardens p:ovided a.ll such f~ndr;jised funds are used solely by LESSEE in the
furtherance of the edllC<:1tional, cullur::d, ccnseivatlo;\ or pub]i: pllmoses of the Zoo Cind Gardens sue:1 as
:apltal improvcment of facilities, exhibits, a"imal endowments for the upkeep of such additional
capital improvements; care ;jnG feeding of the lmimc;ls, rrotectJor: of the botanicn] collection and preservation
of wildlife hnbltat, reasollnble pe~sollncl exper:ses and admInistrative costs approved by the LESSEE's Board
of D:rectors. It Is understood by LESSEE thiH LESSOR or liS succeSSor in imerest, Collier County, shall
have no obligation to provide I~unds and/ol' 1my In-ki:1J consideration for the expdllslon, maiT1tenol1ce, repair,
or operation of the Zoo and'or G:I]'cens. 0; cthenvlse.
6. Settlements with respeCt 10 the perCenl~lge r~nl pdYlllents accruing hereunder shall be made one time
'lTlnual]y. SettleIl~ents shal] be mack Within IWer:lv-olle (21) days following the close of either each Lease
Yetlr (hereinafter, each Lease Yellr Is c~firwd as the "Operalir:g Period".) Settlements shall be supported by
LESSEE's statements of all receipts ilnd r~V"f1ues for the Operating Per:od being settled 2nd by copies of the
Illonthly sales tax :'eports subml[(ed to the State of FloncJQ. It' the Dcrcent:Jge rent payment calculated al the
en[l of each Operating Period exceeds [he monthly Base Rent, LFSSl'::E sh;::I] remit such difference to
~
A.genda Item ~h 16K2
November 10, 2009
Page 12 of 30
LESSOR within ten (10) business days. If the percentage rent payment calculated at the end of each
Opernting Period is less than the monthly Base Rent, no payment w1l1 be due to LESSOR other than the Base
Rent. LESSOR's accountants shall have full access, at all reasonable times and places in Naples, Florida, to
the books, cash registers and accounts of LESSEE penaining to the operation of the Demised Premises
(including any fundraising) for the purposes of verifying gross receipts and revenues realized by LESSEE.
All such items shall be maintained and retained by LESSEE on the Demised Premises.
d. LESSOR has the right to review the Base Rer.t provisions at the end of each five-year period dUling
the Lease Term and each renewal term thereof. If LESSOR determines that the Base Rent is not keeping
pace with inflation or the applicable consumer price index, and LESSOR determines in its sole but
reasonable discretion that the operation of the Zoo and Gardens is generating sufficiently more revenue than
at the commencement of the five year period then just past, LESSOR may increase the Base Rent by no more
than the total increase in the applicable CO:1sumer price index over the previous five year period.
e. It is understood by LESSEE that LESSOR has and will continue, in its determination of Base Rent
or any increase in Base Rent, to take 1nto account the benefits provided by LESSEE to the citizens of Collier
'County and the general public, considered by LESSEE and LESSOR as services in lieu of rent. LESSEE has
provided LESSOR with an extensive list of the benefits it has provided to the citizens of Collier County and
the general public. LESSEE shall continue (0 provide the items listed below (l through 7, inclusive) during
the Term of this Lease, except to the extent, if any, that LESSOR may from time-to-time agree only by
amendment to this Agreement that the respective benefit can be modified or eliminated. Each such
Amendment shall specifically state that it is amending the respective sub-paragraph(s) of Article THREE,
paragraph (e) of this Agreement. Those benefits must be continued because each is a material consideration
for this Lease. Such benefits, which must meet or exceed the 2005 baseline programs, (unless otherwise
modified by agreement of the parties) nre the follOWing:
(1) LESSEE offers a vnriety of discounts to local residents. These include opponunities throughout the year
such as free admission for chlldren Friday through Mondny nround school holidays. In addition, the zoo now
offers Collier residents (adults nnd children) corr:pletely free admission at least one Snturday per month
when entering before II a.m.
(2) For residents, LESSEE offers a 50% discount on family memberships. The membership includes up to 2
adults and all dependent children living in the snme household up to age 21.
(3) LESSEE offers complimentary ndmission nndlor deeply discounted rates to vnrious children's groups,
Collier County school groups, and County and Munlcipnl pnrks and recreation programs.
(4) LESSEE employs full and part-time employees Such employees have access to health care benefits paid
in whole or in pan by LESSEE. A life insunmce policy is provided to employees at no charge. Dental
insurance is nlso available through a group plun. Benefit programs for employees wIll be consistent with the
Zoo Industry Standards (as hereinafler defined).
(5) LESSEE provides deeply discounted admissions for school children visiting the zoo. The zoo recently
dedicated a position to group sales and is enh,lncirg its onslte education to better service the growing need
for curriculum-fulfilling field t~i;)S
(6) LESSEE nlso cont;'ibutes to the local economy by using mnny loc,d sCI'vices for construction, printing,
and technology. In regard to economic impact, over 70% of zoo visitors in Mnrch 2005 came from over 150
miles away including a]1 50 states and 20 foreign countries thus corllributing to the local economy by
cor;tributing to ovemight stays.
(7) Locally, LESSEE will continue to provide an exhibit for best management prnctices for Backyard
Wildlife Habitat to illustrnte to guests ho\.'/ they can provide elements beneficial to songbirds, butterflies and
Nher wildlife whether they hove a COndOI1i1niufTl bakony, back lawn, or acres of space.
(8) LESSEE will support local and International conservation. LESSEE will promote sustainable practices to
its guests and sphere of influence. LESSEE will also cooperate with other conservation organizations to
promote like-minded effons.
f. Base Rent wili be abated pro-r"ta for any days thnt the Zoo and/or Gardens Jre not open to the
public for business as a result of Force :vfajeure. as defined in Article 19 i. below. Provided, however,
5
LESSEE agrees, in the event of a Force Majeure, to work diligently to conect such problem and re-open for
bJsiness as soon as reasonably possible.
^ :Jpy'a Itpm No ~ 1Jk'2
r-.~ TJ~:'e~be'r 10', ' I '09
Page 13 130
ARTICLE 4.
Additional Rent (Other Expenses and Char~es)
T!1I5 is a Triple J\et (Net 1\et Net) LC:lse. LESSEE shall pay all costs associated with the Demised
Prer:lises including and nOI limited to, all cun'enl andJor future applicable taxes, pennits, approvals, Ilcenses
necessary for its operation, trash removal services and any and all util:ty charges. Utility charges shall
include and not be ilmiled to e]ectnc:ty, light, heat, air condllioning, power, potable water, irrigation water,
sewer and telephone <.md all olher communication services, used, rendered or supplied thereupon or in
cor,nection with lhe Dem:sed Premises.
ARTICLE 5. Title MatterslPermitted Encumhrances
LESSOR has advised LESSEE thut as of the Effective Date or this Lease Agreement, the Demised
Premises ;J,re, and as of the Ler,se Tefill Commencement Dale, the Demised Premises will be, subject to those
matters set forth in Exhi bi t "B" JttJcl,ed hereto (lhe "Permitted Encumbrances"). LESSEE will at all times
'c:Jmply with the Permitted Encu:TIbrances In all activities ;'elating 10 the Zoo and Gardens. [n additio:1,
LESSEE t;J,kes the Demised Premises subject 10, and udmits notice of, the existence of any and JII wmer
(potable and/or iITigJtJO;l), IvaS~eWJter, stann wate:', sewer, gas, electric and other utility lines, wires and
other f;J,cilities or caDilJI improvements, whetber recorded or unrecorded, located beneath, upon or above the
Demised Premises, :t!l of which are deemed to be Perm:tted Encumbrances. The existence of same wilI'not
constitute ,-,ny breJC!1:Jf coven~:~l on tr,e Dan of LESSOR, nor Ivill LESSEE be entitled to require tbe
removal of any thereof. LESSOR reserves the right, for Itself or any other owner of such utility lines, wires,
Jnd other f;J,ci]itics Jnd tangible lhirlgs, :Jt nl: times to have reasonnble access thereto for the purposes of
operat:::H1, rT,a:ntenance, repJ:r, rep,aceme:lt or r2nlOva] of iCny thereof; provided, however, that cpon
completion of Jny such work for wnich access :s obtained. LESSOR or such other utilIty Owner sha]l, at no
cost to LESSEE, restore the affected I:TlprOvements anclior surfilce of the land to substantially lhe condition
in which it or they existed :rr:med: pnor '0 access ilnd work, to the extent that the restoration to such
condllion is reasonnb;y practicable. If r:r.y such work needs to be completed in the area of animal habitats or
exhib:cs, the utility owner will be rc;qulred by LESSEE. pIlor to entrJnce, to strictly abide by any instructions
or demands of, and Cooperate wilh, LESSEE w:il1 :'es;Ject to any actiVity that may disturb the animals.
Otherwise, the p~,rlJes acknowkdge tl:at lile tel'r.1S of any existir.g easement document wil! govern the
~lClivities of such utili')' Owner
ARTICLE 6. Accessibility nnd Admissions
a. Accessibility. LESSEE w:l] operate the Zoo and Gardens at reasonable hours year round excepting
hlstorie~i1 holidays and forced closures caused by Force Majeure (as defined in Artic'e 19 i. below) with the
goal of prOVIding broad Jccess t~ the Zoo and Ga;'deI1S fOl' County reSidents and the genera] publ:c.
b. Admissions. LESSEE Idl have exclUSive authority to set admission fees and other user fees for
the Zoo and Gardens and to bJdgel Jnd eXjJend the reve~LJes fro;n sucl~ fees.
ARTICLE 7. Zoo Operations
LESSEE wil] maint~!in the Zoo and Gordens as a permanent and general collection of animals and
related horticulture ;J,S vve!1 as the botanicai garden co]lection on the Demised Premises. LESSEE will at all
:in'es C<lLlse the Zoo al,d Gardens to be operated 'n :lecordanee '.virh the fol]ov..ing performance standards:
a. LESSEE will nlalnrain men~bership in rl 11 sj accreditation the :'\merican Zoo and Aqualium
Associatioii, or its S~lccessor or any other l1~jtion;:I organiz:ltlcn having ;'esponsibility for the accreditation of
zoological fJcilities ("AZA"). l\ot\\'i;hsrur~d:ng the fOI':;going, if such accrodi:atlon in s':Jch organization is
;'ot possible dlle to rcquircments th:E cannot be met the Zoo 8nd Gardens (Including, for
example, the size and areas noedcd to mair:,":n cenain h:ibltats, the requirements to include certain animals
that Jre beY;:lf1d the financial means to provide environments, elephant herd habitats; pengUln or other
cOl1trolled clirr.ate species) LESSEE, in consLI,ta'.ICll \\'ith LESSOR, wi]1 detemline whJt other organization
governing zoo ope:'atl:)ns will bo the riel\' enlltv ce:'tlfiC<.Ition or accreciItJtlOn of LESSEE's
operation of the Zoo anci Cilrdens
Agenda Item No. 16K2
r'~overnber 10, 2009
Page 14 of 30
b. LESSEE will maintain and operate the Zoo and Gardens in a manner consistent with the then-
existing Zoo Industry Standards (as hereinafter defined). LESSEE may, at its discretion, loan any animal for
breeding purposes and, further, may dispose of any animal deemed by LESSEE to be surplus, Reports of
deceased animals, animals on loan, or animals deemed to be surplus will be kept by LESSEE as part of its
animal inventory, available for review upon reasonable prior request by LESSOR. Notwithstanding the
foregoing, if such accreditation in such orgnnizations is not possible because of the requirements discussed in
' Article 7.01. nbove, the LESSEE and LESSOR will determine reasonable alternative standards for the Zoo
maintenance and operation, such as the U.S. Department of Agriculture standards,
c. LESSEE will provide non-discliminatory access to the public.
d. LESSEE will continue the Zoo and Garden's educational and conservation programming,
e, LESSEE will hire and employ such personnel as w1l1, in LESSEE'sjudgment, be necessary to
operate, manage and maintain the Zoo and Gardens in accordance with thit provisions of this Lease
Agreement. LESSEE will have sole responsibility to determine its policies and practices.
f. LESSEE will hold title, or have contractual rights under animal loans, to all existing and future zoo
animals for the benefit of the public for scientific, conservation, educational and recreational purposes.
LESSEE will, subject to available resources, purchase or otherwise acquire additional animals for the Zoo
and Gardens.
g. LESSEE will properly care for, feed, supervise and maintain all of the zoological and botanical
collection at the Zoo and Gardens in a clean and sanitary condition in accordance with Zoo Industry
Standards.
h. LESSEE agrees to maintain and preserve (to the extent possible) the historic botanical specimens
that remain on the Demised Premises from the original Nehrling collection. The original Nehding botanical
gardens and residence occupied approximately thiJ1een (13) acres of the Demised Premises (the "Nehrling
Area"). The footprint of the Nehrling Area was extensively altered during the ownership by the Fleischmann
family by the installation of the paths and the monkey pond. However, some of theoligir.al botanical
specimens planted by Nehrling have survived and have been maintained by LESSEE. LESSOR agrees that
the remaining Nehrling Area will not be designated as an historic preservation site without the consent of
LESSEE, which conse:ll will not unreasonably be withheld, Before agreeing to such designation, LESSOR
will consider any unreasonable hardship on the operation of the Zoo and Gardens that an historic designation
may cause. The parties agree that whether a propeny IS or is not designaled as a historical preservation site is
not an exercise of LESSOR'S police powers.
ARTICLE 8. Maintenance and Renair
a. LESSEE shall, at its sole cost and expense, maintain and repair the Demised Premises on a regular
basis from time to time in order to always and continuously keep the Zoo and Gardens in good working
order, in a safe and orderly condition and in substantial compliance with Zoo Industry Standards (as
hc:'einafter defined). If said Demised Premises are not in such compliance in the reasonable opinion of
LESSOR, as LESSOR may be advised by the U.S. Department of Agriculture Inspector, LESSEE will be so
advised in writing. If cOITective action is not begun within thirty (30) days of the receipt of such notice and
prosecuted diligently until cOiTective action is completed, LESSOR may cause the same to be corrected and
LESSEE shall assume and pay all such reasonable mClintcnance and repair costs, and such costs shall
cO:lstitute ADDITIONAL RENT which shall be paid by LESSEE within ten (10) days of receipt of written
notice of costs incuned by LESSOR.
b. LESSEE, at no cost or expense 10 LESSOR, shall repair all clamage to the Demised Premises
caused by LESSEE, its employees, agcnt(s), independent contractor(s), guest(s), invitee(s), Iicensee(s),
patron(s), and/or trespasser(s).
c. "Zoo Industry Standards" relers to the practices, methods, standards, and/or acts that are used by a
significant portion of the zoological facilities maintaining accreditation by the AZA (as sllch facilities may be
located in r.lajor cities of the United States) in the operation, maintennnce, development, redevelopment of
zoo facilities and animal collections, and which, in the exercise of reasonable judgment in the light of facts.
actually known, or reasonably should have been known, at the time a decision was made, would reasonably
7
huve been expected to accomplish the desired result at lowest re~sonable cost, consistent with licensing and
regulatory considerutions, environmental considerations, reliabJiity, safety and expediency. Zoo Industry
Standards are not intended to be IJlnited to t~e optimum practices, methods, standards or acts, to the
exclusion of all others, but rather to je an accepted range of practices, methods, standards or acts employed
by constructors, owner, or operators of facilities similar in size, locale and operation characteristics to the
Zoo and Gardens.
P\oenda aenl i'"JO. ~ ~K2
~ ~~o\!ernber 10, . 009
Page 15 (J 30
ARTICLE 9.
ModiIicutions, Additions, Alterations and Improvements
a. Prior to making uny significant modlfica:!Ons, additions, alterations, improvements or replacements
to or on the Demised Premises :Jr to any existing improvements thereon (significant is defined as projects
costing in excess of $25,000 in the aggregate, during any 365-day tirne frame, to complete; such amoUnt
being subject to adjustment based :Jrl changes lTl the Consumcr Price Index), LESSEE must provide to
LESSOR all proposals and plans for "Iterations, impl'Ovements, modIfications, additions and/or rep)acements
to the Demised Premises for LESSOR'S wntte:i approval, speCifying in writing and i:1 meaningful detail, the
nature and extent of the desired alteration, impr:Jvement, modificarion, addition, or replacement, along with
the contemplated starting and comple:ion time for each such proJect. LESSOR or its designee wil1 then have
sixty (60) days after receipt of such proposals or plans within which to approve or deny the respective project
in writir.g. LESSOR shall not unreasonably withhold its consent to required or appropriate alterations,
improvements, modifications, additIOns, or replacements proposed by LESSEE.
b. LESSEE Covenar,ts and agrees in connection with ,'ny maintenance, repair work, erection,
construction. improvemerlt. addition, replacement or alteration of any such project, to observe and comply
with "II then exisling applicable laws, ordinance, rules, regulations, a:ld requirements of the United States of
Alnerica, State of Florida, County of Coilier, a~ld any a'ld all other governmental agencies with Jurisdiction
Ovcr sllch wOI-k.
c. LESSEE shall pay the e:ltlre cost of ,my new construction upon the Demised Premises or the
altei'<ltio:1 of any structure, landsc:aplng or Impoundment situated thereon, as well as the cost of any
equipment req'Jired in connection With any operations to be c:onducted by LESSEE. Prior to any
rr;odiCication, addition, alter<ltion, replacement or improve:nent to t"le Demised Premises approved by
LESSOR, LESSEE shall prOVide either (I) ;easor.abie evidence acceptable to LESSOR that LESSEE has
DvailabJe sufficient funds, either on hand, or good ~aith pledges of conlrioutions and/or grants, to ensure the
completion of the proposed project and full and tllnei)' paymer:: of debt service and capital expenses or (2) a
consteLlction bord in a sufficient sum to Cover the costs of lhe proposed project should LESSEE fail to
complete it once started. In addition, to u;;denaklng any improvements in excess of $500,000 in hard
costs, LESSEE will cOIllrae:u::lily reqL:lre the construction cor.lractor(s) to provide separate payment and
perfO!lT,ance bonds ir. accordance with then :!j1;Jlic::h:e Jaw.
d. All alterations, improvements and additions. etc., including non-fixture improvements, to said
Demised Premises are and shull continue to be propeny of LESSEE. Prior to the tem:ination of this Lease or
p;ior to the termination of any renewal term hereor, or the expiration of thiS Lease, or within thirty (30) days
[',ereafter, if LESSOR so requests, LESSEE shall promptly remove the additions, improvements, alterations,
fixtures and installatI:Jns which were placed in, on, or upon the Demised Premises by LESSEE, and repair
any oCim2ge occasioned to the Der-rli,ed Premises by such remov21; and in default thereof, LESSOR may
complete said removals and re:;::II'S at :::"'ESSEE'S expense As long :IS such termination is not due to the
defJult of LESSEE, LESSOR ngrees to pay fur the greater of (1) costs of removal or (2) the unamorlized
value of lhe improvements as set Cor:n :r; Article =' d. above AddltlonaLy, if LESSOR wishes the
improvemer~ts to remain, LESSOR shaJ: reimbulse LESSEE for the costs ;hereof as set forth in Article 2 d.
above.
e. LESSEE wil! comply with :lilY and ail requlrerr:enls of the Americans with Disabilities Act, 42
Us.e. Sec. ]2J01, u: seq., ("A.DI\"), j:-:eluding, but not limited to, the removal of all strJctural baniers, the
,,:cessibility of pmgrams, services ~,:ld g:Jods, the prol'isioll of ,dl 2uxiiiary aids and services, and the
rr:odifi:ation of policies, practices and proc:dures as and when practlcabie
f. Notwithsl:lnd:ng the Coregolng, LESSEE shali be entitled to make the following Illodifica:ions,
addltior.s, alterations, irr,provemcnts or repiacements to or on the Demised Premises or to any existing
improvemen:s thereon without pl'ior approval of LC:SSOR (although notice 11'111 be given for informational
PllI-poses): 1. those required by the claY-lo-day operations of the Zoo and/or GardellS; 2. those required by the
AZA; 3. those ]'equlred by emergency situations where the time requi:ed for approval by LESSOR could
u
Agenda Item No. 16K2
November 10, 2009
Page 16 of 30
endanger the well-being of the Zoo animals and/or employees, invitees. patrons or guests; and/or 4. all other
modifications, additions, alterations, improvements or replacements to or on the Demised Premises or to any
existing improvements thereon which do not, in the aggregate, cost more than $25,000 in any 365-day time
frame to complete (such amount being subject to adjustment peliodically based upon changes in the
Consumer Price Index for Southwest Florida).
ARTICLE 10. Extent of Liens
LESSEE is required to and shall keep the Demised Premises free from any liens arising out of any
work performed, materials furnished or obligatior.s incuned by or for LESSEE and any other liens and/or any
other encumbrance(s) placed thereon during the tc;m of this Lease, or any extensions hereof. All individuals
and/or entities to whom these presc;]ts may come are put upon notice that no interest of the LESSOR in ther
Demised Premises shall be subject to liens for improvements made by the LESSEE, also liens for
imorovements made by the LESSEE are specifically prohibited from attaching to or becoming a lien on any
int~rest of the LESSOR in the Demised Premises or any part of either. This notice is given pursuant to the
provisions of and in compliance wi th Section 713. I 0, Florida Statutes.
ARTICLE 11. Casualty and Condemnation
a. Casualty. If the Zoo and/or Gardens are destroyed, rendered substantially untenantable, or damaged
to any material extent, as reasonably determined by LESSEE and LESSOR, by fire or other casualty, and
LESSEE elects not to repair or replace the improvements or personal property, then LESSEE or LESSOR
may terminate this Lease Agreement by providing notice to the other pany within ninety (90) days after/the
OGcurrence of such casualty. The termination will be effective on the ninetieth (90.th) day after such fire or
other casualty, u:lless extended by mutual IVntten agreement of LESSOR and LESSEE, During the period
between the date of such casualty and the d"le of terminat;on, LESSEE \-vill close the Zoo and Gardens or
"ffected portions there::Jf as may be necessary or appropri ate to protect the health and safety of the patrons
anelloI' visitors to the Zoo and/or Gardens and of the Zoo animals. If this Lease Agreement is not terminated
as set forth herein, or if the Zoo and/or Gardens are damaged to a less than material extent, as reasonably
determined by LESSEE and LESSOR, LESSEE Wi!! proceed with reasonable diligence, at no cost or expense
to LESSOR, to rebuild and repair the Zoo and/or Gardens to substantially the condition as existed prior to the
casualty. Notwithstanding any such termintHion, LESSEE shall h"ve the two-year Disposition Period (as
defined in Article 18 below) to remove its ilnimals and any pnson,,] property, understanding that such
relocation will take longer than 90 days.
b. Condemnation. Promptly upon becoming aware of the commencement of any effort to acquire any
part 0: the Demised Premises by a condemning authority, LESSOR will give notice to LESSEE thereof. If
all or u substantial part (as reasonably determined by LESSOR and LESSEE) of the Zoo and Gardens are
taken thro:Jgh a condemnation, then LESSEE or LESSOR may tenninate this Lease Agreement by giving
notice to the other party hereto within sixty (60) days after the date LESSOR is served with condemnation
pleadings. If thiS Lease Agreement is so terminated, all compensation awarded for uny condemnation of the
Zoo and/or Gardens will be allocuted between LESSEE and LESSOR, as their interests may then appear and
be valued by the condemning authority or by jury. If this Lease is not so telminated as provided above, the
portion of compensation awarded for the part of the land taken will be the property of LESSOR and the
portion of compensation awarded for the pan of the leasehold, improvements, fixtures, or personal property
of LESSEE shall be paid over to LESSEE for the restoration of the remaining portion of the Zoo and/or
Gardens.
ARTICLE 12. A ccess to Demised Premises
LESSOR, i:s duly authorized agents, conlrDctors, representatives and employees, shall have the nght
Dfter re2sonable oral notice to LESSEE, to enter in:.O and upon the Demised Premises or any pan thereof
d~lring business hours, or such other times with the consent of LESSEE, to inspect the Zoo and/or Gardens
'Ind/or to verify compliance with the terms of this Lease Agreement and/or for the purpose of examining the
same and m2king any required :'epairs not being timely completed by LESSEE, as more par:icularly
described in ARTICLE 8, above. LESSOR appoints Collier County's Real Estate Services Department's
Property Manager as the authorized agent who will have the specific responsibility as LESSEE's primary
contact person for matters under this Lease Agreement. LESSEE appoints its Executive Director and the
President of LESSEE's Board of Directors (or their succeSSors or designees) as the designated agents for
9
v...... '" --..
itern No. ;;K2
f'JGvsmber 10, ' 009
Page 17 30
LESSEE. LESSEE agrees to provide reasonable advance notice by telephone or e-mail to LESSORs
representative to LESSEE's Board of Board meetings.
ARTICLE 13. Assignment and Subletting
a. LESSEE shnll not ass,gn this Lease Agreement nor attempt to sublet the ",'hole or any part of the
Demised P;'emises, or pelmit any other person(s) to occupy Sllme without the expressed prior written consent
of LESSOR. Any such assigr.ment or st.;ble:ting, even wit'1 the consent of LESSOR, shall not reileve
LESSEE from liability for payment of rent and/or ot\ler sums he:-ein provided or from the obligation to keep
and be bound by this Lease Agreement, ul]ess expressly released from this Lease Agreement In wntlng by
LESSOR. The acce::ltance of rent f;om any other person shaP 'lot be deemed to be a waiver of any of the
proVisions of ths Lease, or to be a consent to the assignment of thiS Lease or subletting of the Demised
Premises. Any such attempt shall be void ah inilio. LESSEE's contracts and occupancy agreements With
concessionaires or, the Demised Premises will not be deemed to be assignments or subleases of this Lease
Agreement and are not prohibited by this Article. The words "aSSign" or "sublet" Include any transfer of any
type or description whatsoever. No s'JCh transfer shall be a novation unless a novatIon 1S expressly agreed to
by LESSOR.
b. LESSOR is speciflc::lIly authorized and perGlitted to assign tl~IS Lease Agreement and its interest as
landlord under this Lease Agreement to Co:!ier County or any other agency of the County. After such
assignment. the Trust for Public Land will be released frofT: all liability arising after the date of the
'Jssignment.
c. LESSEE is specI:'icaIJy authorized ~lnd permitled to license portions of the Demised Premises to
vendors serviCing the Demised Premises ,md other organizations such :JS conservation groups and federal
programs Involved in the restoration of certain plant speCies ;lnd/or \\i1dllfe.
d. This Agreement shail be bindlng upon rc:ld inure to :he benefit of the pal1ies hereto and their
respective successors and assigns.
ARTICLE [4. INDEMNITY AND DEFENSE OF CLAI\1S
a. N CONSIDERA TIO~ 0::- n:::-.; DOLLARS ($] 0.00), THE RECEIPT AND SUFFICfE~CY OF
WHICH [S HEREBY ACKNOWLEDGED, L:::SSEE SHALL INDEMNIFY, DEFEND ANTI HOLD
HARMLESS LESSOR, ITS AGENTS AND El\1PLOYEES FROM AND AGAINST ANY A1\f]) ALL
LIABILITY (STATUTORY OR OTHERWISE), DA?\1AGES, CLAIMS, suns, DEMANDS,
JUDGMENTS, COSTS, INTEREST AND EXPENSES (INCLUDING BUT NOT LIMITED TO
ATTORNEYS' FEES AND DISBURSEMENTS BOTH AT TRIAL ,'.,ND ALL APPELLATE LEVELS)
ARISING, DIRECTLY OR INDIRECTLY, FRO\1 Af<;Y I'\'JURY TO, OR DEATH OF, A:\'Y PERSO!\l OR
PERSONS OR DAMAGE TO PROPERTY (INCLUDING LOSS OF USE THEREOF) RELATED TO CA)
LESSEE'S USE OF THE DE\1ISED PRE\llSES, :B) ANY WORK OR THING WHATSOEVER DOf<;E,
OR A,'\Y CONDITION CREATED (OTHER T]-I.....N BY LESSOR, ITS EMPLUYEES, AGENTS OF
COl\'TRACTORS) BY OR ON BEHi\'-.F OF LESSEE IN OR ABOUT THE DEMISED PREMISES, (C)
A'-JY CONDITION OF THE DE1\1ISED PREMISES DUE 'TO OR RESULTfI\G FROM Al\'Y ACTION OR
LNACTIOl\ BY LESSEE I!\I THE PERFORM.A.\TCE OF '-.ESSEE'S OBLIGATIONS UNDER THIS LEASE
AGREEME'-JT OR OTHERWISE. (D) Al\Y ACT, OMISSION OR GEGUGE~CE OF LESSEE OR ITS
AGE:\TS, COJ\'TRACTORS, EI\l?LOYERS, S LlCP')SEES OR INVITEES OR (E) AS A
R2SCLT OF THE PRESENCe OF H/I.ZA?DOl;S M.'\TERL....LS O'\' 'THE DEMISED PREMISES IN
VIOLATION OF ARTICLE 20 HEREUNDER.
b. LESSO? SHALL NOT BE LIABLE FOR i\NY !!\'JUR Y OR DAMAGE TO PERSON OR
PROPERTY CACSED BY THE ELEMENTS OR BY ,"',NY OTIIl=:R PERSONS IN THE DEMISED
PREMISES, OR FROM THE STREET OR SUJ-Sl'RF.A.CE, OR FROM A!\'Y OTHER PLACE, OR FOR
ANY INTERFERENCE CAUSED BY OPERATIONS BY OR FOIl. A C;OVER!\IMENTAL AUTHORITY
IN CONSTRUCTION OF ANY PCBLIC OR QU/\S; -PUBLIC \VORKS OR OTHERWISE
c. LESSOR SHALL !\lOT BE LI,A,:-3LE FOR A.N'!' D,A,MAGES TO OR LOSS OF, INCLUDING
LOSS DUE TO THEFT, ANY PROPERTY. OCCURRI'\'G ON THE DEMISED PREMISES OR ANY
pART THEREOF, AND LESSEE ACJREES TO HOLD LESSOR HARMLESS FROM ANY CLAIMS FOR
Agenda Item No. 16K2
r'-.jovember 10, 2009
Page 18 of 30
DAMAGES, EXEPT WHERE SUCH DAMAGE OR INJURY IS THE RESULT OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF LESSOR OR ITS OFFICERS, EMPLOYEES OR
AGENTS, ALL OF WHOM WHILE ACTII\G WITHIN THE SCOPE OF THEIR RESPECTIVE
AUTHORITY.
d. In case any action or proceeding is brought against LESSOR by reason of anyone or more of such
indemnified claims, LESSEE shall pay all costs, attomeys' fees, expenses and liabilities resulting therefrom
tlnd shall defend such action or proceeding I f LESSOR shall so request, at LESSEE'S expense, by counsel
reasonably satisfactory to LESSOR. It is specifically agreed however, that LESSOR may at its own cost and
expense participate in the legal defense of such claim, with legal counsel of its choosing.
e. In no event will any elected official or employee of the County or any director, officer or employee
of LESSOR have any personal liability for actions taken by such individual in good faith in the course of
carrying out his or her responsibilities on behalf of the County, or LESSOR, pursuant to this Lease
Agreement.
ARTICLE 15. Insurance
a. LESSEE shall provide and maintain general liability and prope11y liability insurance policy(ies),
approved in writing by LESSOR and the Collier County Risk Management Department, for not less than
Thl'ee MIllion Dollars and No/Cents ($3,000,000.00) combined single limits during the term of this Lease
Agreement. If such amounts are less than the Zoo Industry Standards or good insurance industry practice
would require, LESSOR reserves the right to increase these insurance limits by providing LESSEE witll at
least sixty (60) days' advance notice to do so.
b. In addition, LESSEE shall provide and maintain Worker's Compensation Insurance covering all
employees meeting the then eXIsting Sto.tutory Limits in compliance with the applicable state and federal
laws. The coverage shall include Er.lployer's Liability with a minimum limit of One Hundred Thousand
Dollars and Noll 00 Cents ($100,00000) per each accident. If such amounts are less than the Zoo Industry
Standards or good insurance industry p:-actice would require, LESSOR reserves the right to increase these
ir.surance limits by providing LESSEE with at least sixty (60) days' advance notice to do so.
c. LESSEE shall also mainto.in standard rire and extended coverage insurance on the additions and
improvements iocated on the Demised Premises and all of LESSEE's propel1y located on or in the Demised
Premises including, without limitation, furniture. equipment, fittings, instailations, fixtures (including
removable trade fixtures), personal proper1y and supplies, in an amount not less than the then-existing full
,epl~lcement value.
d. Business Automobile Liability Insurance, and Business Boat Liability Insurance, for automobiles
and boats used by LESSEE in the course of its pelformance under this Lease Agreement, including
Employer's Non-Ownership and HI red Auto Coverage, each said policy in amounts of $1,000,000 combined
single limit per OCcurrence. If such amounts are less than the Zoo Industry Standards or good insurance
practice would require, LESSOR reserves the right to increase these insurance limits by providing LESSEE
with at least sixty (60) do.ys' advance notice to do so.
e. Automobile Physical Damo.ge Insurance covering all vehicles used on or about the Zoo and Gardens
and all of LESSEE's other owned or leased vehicles for Collision and Other Th:.m Collision Perils within a
maximum deductible of $1 ,000 per accident.
f. All of the <Jbove-described insurance poJicy(ies) shall list and continuously maintain LESSOR, as
well as its Officers, employees, represento.cives and agents, as additional insureds thereon. Evidence of such
insurance shall be provided to LESSOR tlnd the Collier County Risk Man<Jgement Department, 3301 East
Tamiami Trtl:l, Administr~ltion Building. Ntlples, Floridtl, 33962, for approval prior to the commencement of
this Lease Agreement; and shall include tl provision requiring not less than ten (10) days prior written notice
to LESSOR in the event of cancellation or changes in policy(ies) covel'age. If such amounts are less than the
Zoo Industry Standards or good inscrance practice would require, L~SSOR reserves the right to reasonably
amend their insurance reqLlJrements by issuance ot' notice in writing to LESSEE, whereupon receipt of such
notice LESSEE sh~.dl have thirty (30) days in which to obtuin such additional Insurance. The issuer of any
policy must have a cenificate of authority 10 transact insurance business in the State of Florida and must be
rated "A" or better in the most cunent edition of Best's Insurance Reports. Each insurer must be responsible
anel reputable and must have financial cap8city consistent with the risks covered. Each policy must contain
11
!tern i,-.jo. 16K2
IYDVember 10, 2009
Page 19 of 30
an endorsement to the effect that the issuer waives any claim or right of subrogation to reCOVer against
LESSOR, its employees, ~epresentatives and agents.
g. Failure to contin:.JOusly Jbide with al! of these insunmce provisions shall be deemed to be a material
breach of this Le<lse and LESSOR shall have the remedies set fonh below in Article 16.
ARTICLE 16. Defaults and Remedies
a. Defaults by LESSEE. The Occurrence of any of the fOlimYing events and the e;>;piration of the
appIic<lble cure period set forth below Without such event being cured or remedied will constitt:te a "Default
by LESSEE" to the greatest e;>;tent then allowed by iaw:
1. Abandonment of Demised Premises or discontlnl:ation of LESSEE'S operation.
2. Falsification of LESSEE or a specifically ccuthorized agent of LESSEE of any repon required to be
furnished 10 LESSOR pursuant to the terms of this Le<lse Agreeme'1t.
4. Adjudication as bankrupt.
3. Filing of Insolvency, reorganization, plan or an'angement of bankruptcy.
5. Makir.g of::: ge:lcral <lSs:gnmenl of the benefil of c.eeitors.
6. If LESSEE suffers Ihis Lease to be ruken Clncer ar,y \vrit of execution ancl/or other process of Inw
or equi [y.
7. LESSEE loses the AZA accr-ediLDtion for the Zoo, and such accreditatlOn is not restored within
two (2) years Or such additional time :;s may be :quired jf such accreditation is being diligently pursued by
LESSEE. Notwithsl~nding the foregoing, [0 the extent th<:t slIch loss of accreditation results from
requiremer:rs of the AZA that 2re unreasonable or rintlnc:ally lmpructict:lb]e for LESSEE to comply with, it
shall not be a defaJlt hereunder [D lose such accrediltltion.
8. Any lien is riled agn.:nsl t.he Dem:secJ Premises or LESSEE's interest there:n or <lny pun thereof irJ
Violation of thlS Let:lse Agreement, or otherWise, t:lnd the same rerna:ns unreleased for a period of si;>;ty (60)
days from the date of riltng unless within such per:oc: LESSEE is contesting In good faith the vtlJidity of such
lien and such lien is tlpprop;-iately bonded
9. Failure of LESSEE to pe:rorm or comply with any COYtrnnt or condition made under this Lense
Agreement, which failure is not cured within ninety (90) days from receipt of LESSOR'S written notice
stating the non-compliance sh~11 cOI:Stirule tl clefadlr (other th:m those covenants for which a different Cure
period is provided), whereby LESSOR may, at its 8p:lun, terminate thiS Lease by giving LESSEE" thirty (30)
dJys \-\Tirten notice ulllcss [he default is cured within that thirty (30) day notice period (or such
nciditional time <lS IS ngreecJ to 1:1 wr'ting LESSOR as being reason~;b:y reqC1I:'ed to Correct such defaUlt).
H8wever, [he OCCUITence of 2ny 81' the; el'C;ieS set fonh above :lS 16 tal. 1 through 6 sh:i1l constitu:e a material
breach and default by LESSEE, and thiS Lease iliJY be inlrnedl termlnated by LESSOR e>:cept to the
extent then prohibited by law. Nctwnllstanciing the fCJrcgoing terrni!latiun of the Lease Agreement, LESSEE
shall have the Disposition Period hel'eln to ;cmoye ti',e Zoo animals and other propeny of
LESSEE from the Demised Prem;ses; the: parties understanding that :he reiOCJlion of Zoo animals may take
sig:-;jficant tinle to safeJy
10, LESSEE's loss of its fecieral [RS tax cxempt Sl:;tus.
12. Failure to Continue these pi'ograms set ronh ill Anieie 3 e 1-7 above, unless such faiil;re is cured
Within nine:y (90) d~\ys from receipt or LESSOR's \-\Tllren Ilotice of defJult.
b. nemedies of LESSOR.
2.2
Agenda Item No.1 ;;K2
November 1 O. ~ 009
Page 20 ( 30
1. In the event of the OCCUITence of any of the foregoing defaults in this ARTICLE 16, LESSOR, 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 Demised Premises, provided such entering and removal is
not detrimental to the welfare of the zoo animals. Such property may be removed and stored in a public
warehouse or elsewhere at the cost of and for the account of 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 LESSEE does not cure the defaults in the time frames as set forth above, and
LESSOR has removed and stored property, LESSOR shall not be required to store for more than thirty (30)
days. After such time, such property shall be deemed abandoned and LESSOR shal1 dispose of such property
in any manner it so chooses and sh:1l1 not be !:able to LESSEE for such disposal.
2. If LESSEE fails to promptly pay, when due, any full installment of rent or any. other sum payable to
LESSOR under this Lease, and if said sum remains unpaid for more than fi ve (5) days past the due date, the
LESSEE shall pay LESSOR a late payment charge equal to five (5%) percent 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 LESSEE to LESSOR. Notwithstanding the
foregoing, if such payment is delayed due to acts of god (hurricanes, flooding, wind storms etc.), it shall not
be a default hereunder for such delay nor shall Default Rate interest accrue.
3. LESSOR may sue for direct, actual damages arising out of such Default of LESSEE or apply for
injuncti ve relief as may appear necessary or desirable to enforce the performance and observance of any
obligation, agreement or covenant of LESSEE under this Lease Agreement, or otherwise. '
c. Default bv LESSOR. LESSOR shall in no event be charged with default in the performance of
a~y of its obligations hereunder unless and until LESSOR shall have failed to perform such obligations
within thirty (30) days (or such additional time as is reasonably required to con'ect such default) after written
notice to LESSOR by LESSEE properly and in meaningful detail specifying wherein, in LESSEE's judgment
or opinion, LESSOR has failed to perform any such obligation(s).
d. Remedies of LESSEE.
I. LESSEE may sue for direct, actual damages arising out of such Default by LESSOR or for
injunctive relief as may appear necessary or dcsirOlble to enforce the performance and observance of any
obligation, agreement or covenant of LESSOR under this Lease Agreement, or otherwise.
2. LESSEE may Cure such Default of LESSOR and pay all sums or do all reasonably necessary work
and incur all reasonable costs on behalf of and at the expense of LESSOR. LESSOR will pay LESSEE on
demand all reasonable costs incuncd and any amounts so paid by LESSEE on behalf of LESSOR, together
wi th interest accrued thereon at the Default Rate from the date so incuned until LESSEE has been
completely reimbursed.
e. No Remedy Exclusive. No remedy herein con felTed upon or reserved to either party is intended
to be exclusive of Olny other available remedy or remedies, but each and every such remedy will be
cun;ulative and i:1 addition to every olher remedy given under this Lease Agreement 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 \-\'aived, but any sllch right and power
maybe exercised from time:o time and as often CiS may be deemed expedient.
f. Non-Wniver. Every provision hereof imposing an obligation upon LESSEE is a material
inducement and consideration for the execution of this Agreement by LESSEE and LESSOR. No waiver by
LESSEE or LESSOR of any breach of any provision of this Lease Agreement will be deemed for any
pUI-pose to be a waiver of any breach of any other provision hereof or of any continuing or subsequent breach
of the same provision, ilTespective of the length of time that the respective breach may have continued.
g. Attorneys' Fees. In the event of any litigation, including appellate proceedings, arising out of a
default under this Agreement, the prevailmg party shall not be entitled [0 recover any attorney's fees nor any
costs from the non-prevailing party or otherwise (consistent with Article 26 below).
ARTICLE 17. Notices
13
Ql~"'i"da item rJo 16K2
; -8'-", h.... '-' ,>!: , n
~~ovember 10, 20",9
Page 21 of 30
a. Any notice, request, demand, instl'Uction or other communicorion 10 be given to either party
he;'eunder shall be in writing, se:lt by facsimile with automated confirmation of receipt, or by
registered or certified mail, retUIl1 receipt requested, [lastage prepaid, transmitted or addressed as
follows:
If to LESSOR:
With a copy to:
If to LESSEE:
\V: Ul a copy to:
With a copy to:
The Trust for PubliC La:ld
J 595 Bay Street SE, Suire #3
St. Petersburg, FL 33701
Attn: John Garrison, Project Manager
Telephone (727) 895-5090
Fax 1\-0. 895-5J 90
Donna H. Smith
Regional Counsel
The Trust for Public La~d
4267 N\V Federal Hlghway, PMB ] 20
Jensen Beach, FL 34957
Tclephorle (772) 335-3520
F<:x No. (/72) 335-1438
Naples Zoo, Inc.
1590 Goodlclte-fr;:mK Road
Naples, Fl::Jri:Ja 34102
Acln: Executive Dlreclo:-
Teie;Jhone 262-5409 x. 107
Fax No. 262-6866
Naples Zoo, Inc.
: 590 Goodietle-rrank Road
I\-aples, floJlda 34102
Allrl: President or Naples Zoo, Inc. Board
Telephone: (239) 262-5409 x. 107
Fax No: (239) 262-6866
Scott Jvf. .'::e:chum, Esquire
L1W Offices of Scott tvI. Ketchurr., PA.
692 Good:etie Road 1\
Nap!es, FL 34 j ()2
Telephone (239) 40J,0148
f"x No (230) 403-()CJ65
b. The facsimile number's and addresses hr the pUll10se of this Article may be changed by either pa~ty
by giving written notice of such change to the other pany in t!le manner provided herein. For the
purpose of ch::nging such nL.;rr:bers or i2ddressees oniy, unless :lnd lIr,til such \vritlen notice is
received by the reCipient pai,y, the last a:.!Jrcssee and respective address stnted herem shall be deemed
to COl1ti:llle in effect for n]1 PUIVoses.
ARTICLE 18 Surrender of Demised Premises
In order to provide rcn the orderly trJ.:lsition and reconveyance or the Demised Premises to LESSOR,
LESSEE, at no cost to LESSOR, shall remo\'e all fUrJ1IIUre, fixtures, perSonal property, iilcJuding all Zoo
anir-w!s and ,my Irnprovernei'ts Complcicci LESSEE (that LESSOR gives notice that it wishes demoliShed)
pnor to the expira'ion of this Lease ,end sj~a:l deliver l:i7 un:! SUITt::lder to LESSOR possession of the Demised
Premises and any Improvements nOll'er~1o\'ed upon eXilll';Hiol: of' this Lease, or earlier' termination, ir as safe
and orderly 3 conc:ti.::m and In good ;eprlll' as the same shJl1 he at the commencement of the term of thiS
Lea:::e Agreement Or m::1Y have beer pLl LESSOR C;. LESSEE during 'he CC1ntlnuance thereof, or:::113ry
Wl:3i' ::,r,d tear and damJge by fire CI' the elen-cel1ts LESSEE'S Control excepted. Notwithstanding the
foregOing. uncers[Qnding that a 200 oper"ciOI1 cannot he rernovedwithout a significant period of time, the
pJ.it:es hereto agree that the dispOSitIon period (rhe Period") for the orderly and safe removal of
Agenda Item r\jo. 1 'tiK2
November 10, r 009
Page 22 30
the zoo nnimals nnd fixtures wi 11 be n period of two (2) yenrs from the time of any noticeto qUi: or fOl". the
last two (2) yenrs of any tenn of this Lease. The parties further agree that dunng the DispositIOn Penod,
LESSEE shnll pay percentage rent only, not Base Rent.
ARTICLE 19. General Provisions
a. Rights not specifically granted the LESSEE by this Lease Agreement are reserved to the LESSOR,
b. NET, NET, NET LEASE. LESSEE shall promptly pay any and all sales taxes, licenses, pennits,
assessments and fees, taxes upon LESSEE's operatior,s, and taxes imposed on the leasehold interest or
otherwise related to the rental of the Demised Premises to the extent applicnb1e under law, as well as
any and all other taxes legally assessed. LESSOR acknowledges that LESSEE is n not for profit entity
designated as 501(c) (3) by the Internal Revenue Service. As a not for profIt federal Income tax
exempt entity, LESSEE may be exempt from the imposition of taxes on the leasehold interest. To the
extent that LESSOR is then exempt from the payment of real property taxes on the underlying fee,
LESSEE shall have no obligation to pay real property taxes. However, if the fonn of ad valorem taxes
is changed by any Inw and LESSOR is then required to pay such taxes on the leasehold interest, such
taxes will be paid by LESSEE as part of its tliple net lease obligations hereunder.
c. LESSEE ag:'ees to pay all in!ang:ble personal property taxes that may be imposed due to the
creation, by this Lease, of a leasehold interest in the Demised Premises andior LESSEE'S use and or
possession of said leasehold interest in the Demised Premises.
d. Time is of the Essence. Time is of the essence iI', the doing, perfonnance and observation of each
and every term, covenant and condition of this Lease Agreement by LESSOR and LESSEE.
e. Seyer"ubility. If any provision of this Lease Agreement is held to be unlawful, invalid, or
unenforceable under any present or future laws, such provision wi1l be fully severable, and this Lease
Agreement will then be construed and enf:xced as if such unlawful, invalid or unenforceable provision
had not been n part hereof. The remaining provisions of this Lease Agreement will remain in fu1l
force and effect and will not be affected by such unlawful, invalid or unenforceable provision or by its
severance here from.
f. Estoppel Certificates. Within fifteen (15) days after notice by one party to the other, the party
receiving notice will execute and deliver such estoppel certificates as the requesting party may
reasonably require, which may be relied upon by the requesting party, financing party, or any other
third party designrlted by the requesting party. certifying to such facts (if and to the extent true) and
agreeing to such reasonable notice provisions and other matters as such requesting party or such other
third party may reasonably require in connection with the business dealings of the requesting party.
g. Independent Contractor. LESSEE is an independent contractor, and not any agent or
representati ve or employee of LESSOR, nor of any Officer or employee of LESSOR. LESSEE
expressly covenants and agrees that during the term of this Lease Agreement neither LESSEE, nor
anyor.e acting on behalf of LESSEE, shall hold itself out as an employee, servunt, representative or
agent of LESSOR. Neither pany wi;] ha\ e the right or aut:lority to bind the other purty without
express written authOrization of such other party to any obligation to any third party, except as
expressly provided in this Lease Agreement with respect to subleases and occupancy ugreements for
concessions in the Zoo ancJJor Gardens. No third paI1y is intended by the parties to be a beneficiary of
this Lease Agreement or to have any rights to enforce this Lease Agreement against either party hereto
or otherv/ise. Nothing contained In this Lease Agreement will constitute the panies as panners or joint
venturers for any purpose, it being the express intention of the parties that no such partnershIp or joint
venture exists or will exist. LESSEE acknO\'1ledges t'lat LESSOR is not providlllg any vacation time,
sick pay, or other welfare or retirement beneflts normally assoc:ated with an employee-employer
relationship nnd that LESSOR excludes LESSEE and its employees from participation in a1l health
and welfare benefit plans including vacution, sick leave, severance, life, accident, health and disability
insurance, deferred compensation, retirement and gJievance rights or privileges.
h. Entire Agreement/Amendments. This Lease Agreement constitutes the entire agreement between
the parties as to the subject matter hereof. Thls Lease Agreement will not be modIfied, nltered or
amended except by written instrument duly executed by both LESSEE and LESSOR.
15
, Force Majeure. Neither party to this Lease Agreement wiJl be liable for any delay in the
performance of any obliga'ion under thIS Lease Agreerne:1t or of any inabillly to pe:-form an obligation
under this Lease Agreement if and to tile extent that sl:ch deiay in performance or inability to perform
is cal.:sed by ;In event or CIrCUmstance tleyond the reo'son;Jble control of ;Jnd without the fault or
negligence of the party c12imi:1g Force )'vfO,Jeure, "Force Majeure" shO,l1 include an act of God, war
(decl;Jred or undeclared), sabotage, r;ot, Insu17ecllor., Clv;1 Unrest or disturbance, military or guerrilla
o'ction, economic sanction or embargo, ci viJ strike, work stop?age, slow-dOWn or lock-out, explosion,
he. earthquake, abnonT:al weather c::mdition, hurricane, flood, lightning, wind, drought, the binding
order of ;Jny govemmental :lU:hority, unavailability of supplies or products necessary For the operatiOn
of the Zoo and Gardens, and/or faill.:re 01 eguiprr.ent not utilized or under the cOntml of either pany
hereto, provided thm such equ;pment :l;JS been designed, constructed, operated a:1d maintained in
accordance with pl-l.:de:1t oper2tllg prJctlce Jnd Zoo InduSl~y Standards.
^ I~"'n.-Ja 'Iionl N.o 16K2
r"::J~; v""'- ~v .
I'Jovember 10, 2009
Page 23 of 30
j. Memorandum of Lease. LESSEE will hJve the right to record a memorandum of this Lease
Agreement in the renl property records of Collier COunty, Florida.
k. i)uiet En iovment. LESSOR cover,anrs, warrants ald rep~esents that it has the full right and power,
subject to the Permitted E:lcumbr;Jnces, to execute this Lease Agreemenc and to grant the estate
cernised herein, and that LESSEE, on pDying the rent r.erein reserved and performing the Covenants
and agreemer,ts herein contained to be performed by LESSEE. shalJ peaceably and quietly have, hold
Clnd enJOY the Demised Premises Clnd "II nghts :md ;Jriv:leges belonging or pertaining thereto dUring the
Lease Tern1, as it may I:;e exte:,ded.
1. Throughout this Lease, the words "IJw", ":'uie" and/or "regula~ion" or similJr words shall not be
IlIriled to Items thut are so def!ned, but s~a:1 apply to und include any such thing that legalJy applies,
inc'uding ordinances and coces.
m. Throughout this Lease, a I:st of nouns (for example: 'employee", "servant", "representative", and/
or "agent" shall not be construed to be limited to the listed nouns, but shall include any individual
whomsoever and/or er.tity to whi:,[ the sentence or phrase could logically apply.
ARTICLE 20. Environmentall\'fatters
2. Restrictions on Hazardous Materials. LESSEE \v;l] not transpOI1, use, store, maintain, generate,
manufacture, handle, dispose, release or disch~,rge 0'T1)' Hazardous Materials (hereinafter defined)upon or
aboelt the Demised Premises, nor ;Jcrmlt employees. rep;-esentatives, agents. contractors, sub-contractors,
sub-sub-contractors, m<ltcrialmen <Indior supplins to engage in such activities upon or about the Demised
Premises. However, the foregoing prov!siol;s \\lli not prohibit the transportation to <lnd from, and use,
storage. maintenance and handling, within the Demised Premises of SUbstances Customarily used in ownir:g,
marwglng, repail-lng or operating simrl:lr premses devoted to L1ses au~horJzed by this Lease; provided (i) such
sCibstanccs will be used and mai:ltaincd only In sclch Cjl:antltles as are reasonably necessary and in ac:ordance
with all then <lpplicab:e rules and/or regulations, and the manufacturers' instructions therefore, and (ii)
such substances will be disposed of, re!~:lSed or dIscharged at the Demised Premises in compliance with all
then applicable lClWS, rules <lndior regulat:ons, and wi!1 be tr::T1Sported to :md from the Demised Premises in
compliance wllh all of the same.
b. Environmental Notices. Each pany will promptly notify the other party Upon the not:fying party's
becoming aw:,re of: (i) Clny enforcement, cI::al~uo, or oiher regulalory action taken or threatened against either
po'ny by any governmental or regulatory body wlli-, respecl to the presence of any Haza~dous Material on or
olnerwise regarding the Demised (il) any celrands 0:' cl:li;115 tmee or threatened by allY individual
oi' entity against LESSOR Or LESSEE relu:lng to :rny (iil) any unl2wfuI release,
disc:h::rge or non-routine, Impro='er or lI~,i::wrul disposa: or transportation of 2ny Hazardous Ma~erial on o~
from the Demised Premises, and (:v) any matlers where a party herelo IS ~equired by Jaw, rule and/or
regulation to give a notice to any govemmeni~II 0,' body any Hazardous Materials in the
buileJ:ng(s) or Or! the Dernisc:d Pre:mses. At such times as LESSOR may I'easonably request, LESSEE will
proVide LESSOR with a written list iden~] ~I,IY Hazardous M~llerials then actela/!y known to LESSEE to
be used, slored, or mait~:ained upon ,he: Demlsec: Premises, a copy of any MSDS issued by the manufacturer
t;lerecf, \\Titlcn informcillon concerning the "cmo\':iI, transportation and disposal of the same, "nd other
inf'om~a(lon as LESSOR may rc~'sonclbiy or as may be rcquirt:ci by laws.
1.5
Agenda Item NO.1 tK2
November 10, 009
Page 24 30
c. Remediation. If any HazardoLls Material is released, discharged or disposed of by LESSEE, or its
'employees, agents or contractors, etc., on or about the Demised Premises in violation of the foregoing
provisions, or otherwise, LESSEE will immediately, properly and m compliance With all applIcable laws and
~rdin[lnces, remediate the Hazardous Material on the Demised Premises and any other affected property, at
LESSEE's sole expense. Such remediation work will be subject to LESSOR's prio~ written approval, and
will include, without limitation, any testing, investigation anc!Jor preparatIon and Implementation of any
remedial plan required by any governmental body having Jurisdiction. If LESSEE fails to comp!y with the
provisions of this Article 20 within five (5) days after written notice by LESSOR, or such short~r lime as may
be required by law, LESSOR Ir.ay (but will not be obligated to) arrange for such complIance through
contractors or other parties selected by LESSOR, at LESSEE's expense.
d. Definition of Hazardous 1\1aterial. Hazardous Material means any substance:
i.) the preser:ce of which requires investigiJtion, remediation, or is, or becomes
regulated under any federal, state or local statute, regulation, ordinance, order, action, policy, or common
law; or
ii.) which is or becomes defined as a "hazardous substance," pollutant, or contaminant
under any federal, state, or local statute, regulation, rule, or contaminant under any federal, state, or local
statute, regulation, rule, or ordinance or amendments thereto including, without limitation, the
Comprehensive Environmental Response, Compensation und Liability Act (42 U.s.e. S 9601 et seq.) anc!Jor
the Resource Conseivation and Recovery Act (42 USe. S 6901 et seq.); or
lii.) which is loxic, explosive, corrosive, rJammable, infectious, radioactive,
ciJrcinogenic, mutagenic, or otherwise haziJrdous, or poses, or threatens to pose a hazard to the health or
safety of persons on or about the Demised Premises, and is or becomes regulated by any governmental
authority, agency, depanrnent, commission, board, or ir.strumentality of the United States, the State in which
the Demised Premises are located or any political subdi vision thereof.
e. Environmental Indemnitv. In accordance with the provisions of ARTICLE 14 hereof, LESSEE
represents, walTants and agrees to indemnify, reimburse, defend and hold harmless LESSOR, from and
against all costs (including attorneys fees and all appeals) iJsserted agiJinst, imposed on or incurred by
LESSOR directly or indirectly pursuant to or ln connection with the application of any federal, state, local ;r
common law relating to pollution or harm to the environment associated with the Demised Premises. This
applies to any cO;1tamination that arises from ,my and all envi,'onmental testing whatsoever done on the
Demised Premises.
ARTICLE 21. Hadon Gas
In compliance with Section 404.056, Florida Statutes, all panies are hereby made aware of the
following:
Radon is a naturally OCCUlTing radioactive gas that, when it has accurnuliJted in a bullding in sufficient
quantities, may present health lisks 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. AdditioniJl information regarding radon
and riJdon testing may be obtained from your County Public Health Depal1ment.
ARTICLE 22. Security Proyisions
LESSEE fully understands that the police and law e;]forcement seculity protection provided by law
enforcement agencies to the Demised Premises is limited to that provided to any other business or agency
situated in Collier County, and LESSEE acknowledges that iJny spe::ial security measures deemed necessary
for additional protection of the Demised Premises shall he the sole responsibility and cost of LESSEE and
shall involve no cost or expense to LESSOR.
ARTICLE 23. Non-Discrimination/Equal Opportunity
a. LESSEE in exercising any of the rights or privileges herein granted. shall not on the grounds of
race, color or niJtioniJl origin discriminate or permit chscriminntion against any individual or group of
individuals in any manner prohibited by Pal1 21 of the Rules and Regulations of the SecretiJry of
17
Tr;.lr.sponation. LESSOR is hereby granred the nght ro lake such acrlon, anything to the contrary herein
norwithstandlng, as the Cnlled Sr;]tes may direct to enforce this nondiscrimin;]tion cover.ant.
Item f'Jo 16K2
~Jovember 10, 2009
Page 25 of 30
b, LESSEE aSSures thar I' wiil unc:enake an ;]ffirma:ive action program as required by 14 CFT Park
] 52, Subpart "E", to insure rhat no Clerson shall on lhe grounds or race, creed, color, nation origin or sex be
excluded from participating :n any employn;ent activities covered in 14 CFT Park 152, Subpart "E".
LESSEE assures that no person sh211 be excludec on lhese grounds from panicipatng In or receiving the
services or benefits 0; ar.y program or ;:clivity covered by thIS Subpart.
c. LESSEE aSSures that Jt will ;'egL:Ire : IS covered suborgun:zutions, If nny, to provide assurances to
LESSEE that it similarly wjll underwke affirmative actIon programs and that it will require assurances from
its suborganizations, as required by 14 CFR Pan 152, SubpaI1 E, to the same effect. LESSOR is hereby
g:'anred the right to rake such action, anythi:lg 10 the cO!:Irary herem ~lor\.\'i,hst;Jnding, as the Federal
Govemment may direcr to enforce this nond:scnminar:on covenant.
d. To the maximu:n extent permitted by applicable laws, LESSEE shall, in the conduct of its
business, compiy with Collier COU!lty's and t'le States mlno:lty, women, disadvantaged 1:Juslness enterplise
policies from time to time In effect.
ARTICLE 24. Interest of Members of Political Subdivision. No member of the governing body of the
City of Naples or Collier Cocnty or any polItical subdivision of the Stale of Flor:da and no other offIcer,
employee or agent of the City, County Or ar:y pOlitica! subdivision of the State of Florida who exercises any
functions or res;:>onslbilities 1:1 connection with l~e calTying out of the establishment itnd operatlo:] of the Zoo
and/or Gardens to which thiS Lease Agrce:71ent reTrains sh311 have any perscr.al interest, direct or indirect, in
this Lease Agreement
ARTICLE 25. Effective Ihte
This Lease shall beco:-:le effe::::ive upon execution by bo'l, LESSOR and LESSEE.
ARTICLE 26. Governing Law and Venue
This LeJse ShOll] be govemed by, and constru::d in ilcCOrC;lJ1c:: with, the laws of the State of Florida.
f,ny lawsuit or other aclior. [0 enforce any proviSion of this Lease sh"ll b:: filed in the Circuit COlin In and for
the County of Conier, Flo:ida and each ;)~jrty sh"11 be ;'espoI'lsibie [0 pay its ow!,: costs and attorney's fees
resulting tnerefrorr. Jrld rhe costs of ~l:1y ,::,cI all "fl;oeals
AS TO LESSOR.:
IN WIT?\'ESS \V'I-IEREOF, the ;)anies hereto have hereunder set forth their harlds and seals.
d/h./2 /_ /? ___
FIRS"f--W1TNESS (sign;][Ure)
Nl7; ('1'\ 11/1_
(pl~ nrilarde of ft,'st
LESSOR:
THE TRL:ST FOR PUBLIC LAND,
::,=",Co;;-;\r~;;~
(~~ ff ~~C;{eLIU''(
"'lirTe: F '-' 0 ,f I ::::, A / --S: r A "L ---:::;:::>r R. ~ ( i", "-
Date!~_f'1 ,2CD)
~22c I i ~^"
\ \ 1 " \ V\C'c I'---!- ,\) I Y ~L
n,lme of seco;ci witness)
H1
AS TO LESSEE:
~~
FIRST WITNESS (signature)
Denl"S~ Ke.nd Inc::t..
(print name of first witness)
~'!2c~~
SECOND WITNESS (signature)
Ca 117 <lIe 4 'c Ke 'I <;
(print name of second witness)
Agenda Item No. 1 ~K2
November 10, 2[()09
Page 26 o' 30
LESSEE:
NAPLES ZOO, INC., a Florida not-for-profit
C""'o.~ ^
Jlt) ..
By: '.).
".'m' J /]/ 't::;;-7Z{ Ii!";;
Tille: E..l[( j)((2.
Date: DEe. :5" ' 2005
19
I
aenl r'~o. 1 t.:K2
iJcvsmber 10, 2, J09
PaQ8 27 0 30
Exhibit "A"
Descll prion of Totai Propeny
Island in 17'h Ave. 1\'orlh, Block 38, Tier 10, Official Record Book 240, Page 93, Town of Naples, according
to lhe map or plat thereof on file and recorded in the office of ~he Clerk of the Circuit Court, recorded in Plat
Book I, Page 8, in the Public Records of Co) iier CCU7lty, Florida; and
All th2t pa;-t of Lot 9 of Naples Improveme:1t Company's Little Farms Subdivision, lying south of Golden
Gate Purkway, recorded ]n Plat Book 2, Page 2, Pub:lc Records of Collier County, Florida; and
The East 564 feet 0: the West ],]84 feet of Lot 8 of Naples Impmvcr.lent C:Jmpany's Liule Farms
S'Jbdlvision, less road righ~-of-way granted in Offclwl Records Book 876, Page 1,718, according to the map
or plat thereof on file and recol'ded in the office of the Clerk of the Circuit Court, recorded in Plat Book 2,
Page 2, in the Public Records of Collier County. Florida; ,nd
The East 470 feet of the West l,G54 feet of Lot 8 of Naples Improvement Company's Li ttle Farms
SL:bdivision recorded in Plat Book 2, P2ge 2, in the Public Records of Collier County, Florida; and
All of Lot 8 of N2ples Improvement Company's Little Fr!rms SubdIvision, except the West 1,654 feet,
according to the plat thcl'eof recorded in Plat Book 2, Page 2; Public Records of Collier County, Florida;)he
East and West bo:.mdary lines of S:.lld Parcel being measured from the West line of said Lot 8 (said West line
of Lot 8 !yir,g 25.00 feet East of lile !\'onh ":ld Soulh I,~ Section 117le of Section 27, Township 49 South,
Range 2S Enst, Collier County, FJori'da; and
The East 33.3.24 feel of the West 95834 feet of Lot 7 of :\Jples Improvemcnt Company's Little Farms
SUbd]vlsion, per Plat Book 2, Page 2, P"olic Records of Collier Cour:ty, Florida. less and except that portion
deeded to the Board of County CommiSSioners .of Collier County, Florido described as:
Commence at the Northwest cerner of sOid Lot 7; thence North 890 17' 39" East along the
Nonh lire of said Lot 7 for a distance of 62000 fec; to the Point of Beginning; thence
Continue along the No~th line of s,::d Lot 7 a distance or 4160 feet to the point of intersection
with the point of Curve conC,lVe [0 the ,"Iorchwest having a radius of 813.94 feet and a central
angie of 26c 13' 03"; thence COntinue Soutnwesterly aiong scud curve an arc distance of 51.30
feet to a point; thence North 000 39' ':;9" \V"Sl 30 feet 10 the Point of Beginning.
North 1/2 of Lot 7. less the West ],28834 feet of Improvement Company's Little Farms Subdivision,
as per piat thel'eof recorded in Plu Book 2, Page 2, P:.lbl:c Records of Collier County, Flonda; and
Lots 3, 4 and 5 of Naples Improvement COmpimy's Little Far~s SubdiviSion, uccordmg to the plat thereof
recorded in Plat Book 2 at Page 2, Publ;c Records of CoLier CCJU:1ty, F!oridu; together with all buildings
thereon; subject to the follOWing e,lsements of reCOI'd to Florida POwer & Light Company relating to said Lot
6: (a) An easement dwted June lO'h, 1953, recorded :n Deed Book 30 at Page 395 of said PubliC Records; and
(b) An easement dated June 10", 1953, leccl'ded In Deed ROOf: 30 at Page 397 of said Public Records. Less
und except the following deSCribed prore:.ty:
That part of Loc 3 of l'\wples l:npro\e:l1Icnt Company's Little Farms Subdivision, as per piat thereof
recorded in Piat Book 2, Peg:::. 2, Public Records of Col'ier County, Floricla, lying Easterly and
SO'.Ithcrly of the following descnbecJ ]ine
Commencing at a concrete monUillcnt ill the South :,~ comer of SeClion 27, Tow:lship 49
South, Range 25 Eas', Cui/ier Flonda; Ihellee along the South Line of said Section
North 89026' 09" East 753.SJ4 feel to a point; thence South 00 ::' l' 55" East 334.85 feet to a
COrlerete n~onument on the South line cf' SillJ Lot #3 ,"nei the Poinl of Beginning of the
described line; t'lence along s<l]d descnbed :inc and the \Vesterly bou:1dary of the herein
described parcel North 00 21' 55" West 21 1 15 feetlo a concrcte monument at the Northwest
corner of said desc"ibed Purcel; thence along silic doser-ibed Jinc and lhe l\ortherly boundClry
of s:lid described parcel :\ci.tl~ 89" 38' 05" Eust 1:29.90 fcet to [j COrJcrete monument; lhellce
continue North 89038' 05" East 13 feel, more 01' less, to the r:::.lster]y boundary of Lot 3 of
') ;,
~
Aqenda Item No. 1lK2
~ ~Jovember 10, 2 J09
Page 28 C! 30
Naples Improvement Company's Little Farms Subdivision and the Point of Ending of said
described Line.
The Westerly 112 of Lot 39 and Lot 40. Gordon River Homes Subdivision, Lots 41,42, and 43 and the East 45
, feet of Lot 44, Gordon River Homes Subdivision, according to the map or plat thereof on file and recorded in
the office of the Clerk of the Circuit Court, recorded in Plat Book 2, Page 84, in the Public Records of Collier
County, Florida; and
Lot 2 of Naples Improvement Company's Little Farms Subdivision, except area described in Deed Book 22,
Page 393, Public Records of Collier County, Florida, and less West 25 feet and right-of-way located in
Collier County. Florida, and except parcel deeded to Collier County Conservancy, Inc., as Parcel 2 in Official
Records Book 767, Page 249, accordmg to the map or pial thereof on file and recorded in the Office of the
Clerk of the Circuit Court, recorded in Plat Book 2, Page 2. in the Public Records of Collier County, Florida;
and
All of Lot 97 of Naples Improvement Company's Little Farms Subdivision, lying South of Golden Gate
Parkway, according to the plat thereof recorded in Plat Book 2, at Page 2, Public Records of Collier County,
Florida; and
In North 112 of North 1/2 of Section 35, Township 49 South, Range 25 East, being at the Northwest comer of
the Section and run East 1,398.25 feet; thence South 640 West 1,5.55.06 feet; thence NOlih 664.01 feet to the
place of beginning, Collier County, Flonda; and
Lot 6 of Naples Improvement Company's Little Farms Subdivision; Jess additional road right-of-way for
Goodlette-Frank RO:1d, according to the map or pl:1t thereof on file and recorded in the office of the Clerk of
the Circuit Court, recorded in Plat Book 2, Page 2, in the Public Records of Collier County, Florida; and
A lot or parcel of land lying in Lot 2 of Naples Improvement Company's Little Farms Subdivision, per plat in
Plat Book 2, Page 2, Public Records of Collier County, Florida, which lot is described as follows:
Beginning at a point on the South line of said Lot 2, which point is the Northwest comer of
Lot 50 of Gordon River Homes Subdivision pe, Plat in Plat Book 2, Page 84, Public Records
of Collier County, Florida, run Northerly parallel to the West line of said Lot 2 for 217.5 feet;
thence run Easterly parallel to the South llIle of said Lot for 1 SO feet; thence run Southerly
parallel to West line of said Lot for 217.5 reet to South line of said Lot; thence run Westerly
along said South line for 180 feet to Point of Beginning.
Being the same premises conveyed by deed recol'ded in Deed Book 22, Page 393, Public Records of Collier
County, Florida; less tlle West 40 feet thereof, aild less road I'ight-of-way for Goodlette-Frank Road.
21
;.
., r' ilK'}
,L\aenoa lten: "--fO. '.). L
~ r'J~vpn"b""r 1 0 -;; J09
V -'p' "",c~a -c;:i ~ 30
\..J,-, '-' __'-" ..
Exhibit "A-1 "
Descnption of Demised Premises
Island in 17th Ave. Nonh, Block 38, Tier 10, OffICial Record Book 240, Page 93, Town of Naples, according
to the map or plat thereof on file and recorded in the office of the Clerk of the Circuit Court, recorded in Plat
' Book 1, Page 8, in the P:Jblic Records of Collier CO'Jnty, Fiorida: and,
Lot 3 of Naples Improvement Company's Little Farms Subdivision, according to the plat thereof recorded in
Plat Book 2, Page 2, of the Public Records of Coilier County. Flonoa; less and except the South 311.25 feet
thereof; and
All of Lots 4 2nd 5 of Naples Improvemerd Com;xmy's Little Farms Subdivision, according to the plat
thereof recorded in Plat Book 2. Page 2, of the Public Records of Collier COJnty, Florida; and,
Lot 6, l'\aples Improvement Company's Little Fal-ms Su':>division, according to the plat thereof recorded in
Plat Book 2, Page 2, of the Public Records of Collier County, Flonda, less and except the fOllOWing
deseri bed property:
Beginning at lhe Northwest comer of said Lot 6. run South alo:lg the West line of said Lot 6
for 60 feet; thence run East parallel with the North lot line of said Lot 6 for 983 -feet; thence
run South pJral:el with the West line of said Lot 6 for 220 feet, more or less, to a line
pam!lel with und 50 feet (measured at right angles) Nonh of the South line of said Lot 6;
thence :'un East parallel with said south I;ne for 717 feet, more or less, to the waters of
Gordon Ri vel' Canal; thence run ~orthcasterly for 280 feet, more or Jess, along the waters of
said C2nal to the /'iorlh line of the s:Jid Lot 6; tr-ence run \Vest along the said Nor1h line of
Lot 6 for 1,697 feet, more o~ to the point of beginning
Subject to a reservation, he:'cin reserved by thiS pml'ision, for an enser:1ent to Collier County, its officers.
err:p!oyees, 2gents, and/contractors, and the public for (1) conStrUCtion of il road from the intersection of
Fleisch:na:1n Blvd. and Goodlette-F;'ank Road rlortherly along the westerly property line of the Demised
Premises, and a bJS turnaround for use by the LESSEE within the LESSEE's primary existing parking lot;
:Jnd (2) Ingress and egress over the rcJ2dw2YS or the LESSEE so that ill] individC:2ls who reasonnbly then need
such access wiil h3ve the needed access to the Gordon River 2nd adJoining lands and/or as olher,vise from
ti:ne-to-time needed. This reserVallc:n shall be created fcr rdl purposes as If existing within the text of the
Lease agreement.
'".,')
,., ,;
. ...,
Agenda Item No. 11K2
l'>Jovember 10, 2 J09
Page 30 0 30
Exhibit A-2
Description of Shared Parking Area
The South 311.25 feet of the West 440 feet of Naples Improvement Company's Little Farms, as measured
along the South line of said Lot 3, according to the plat thereof r~corded in Plat Book 2, Page 2, of the Public
Records of Collier County, Florida.
!~
1;,
23
t:
,