Agenda 07/13/2021 Item #16C 5 (2nd Amendment to Lease w/City of Naples Airport Authority)07/13/2021
16.C.5
EXECUTIVE SUMMARY
Recommendation to approve a Second Amendment to City of Naples Airport Authority Leasehold
Agreement Land Lease North Quadrant Land Fill Site for the Naples Recycling Center on behalf of
Solid Waste Division.
OBJECTIVE: To extend the lease term for the continued use of land for the Naples Airport Recycling
Center.
CONSIDERATIONS: The purpose of this Amendment to the Leasehold Agreement (Agreement) is to
extend the lease term for five additional years extending the term to October 19, 2026. The County
currently leases approximately 3.56 acres of vacant land along the North Quadrant of the City of Naples
Airport for the Solid & Hazardous Waste Management Division's (SHWMD) Recycling Center. Over
20,000 customers a year bring materials to this recycling center for proper disposal. These materials,
including but not limited to, fluorescent bulbs, latex paint, and used oil, can be dropped off at zero or little
cost at any Collier County Recycling Drop-off Center to assure environmentally friendly disposal.
SHWMD has leased the subject property for the past forty-one years. The Naples Airport Authority
(NAA) does not intend to renew the lease after the scheduled expiration in 2026. Therefore, the SHWMD
is seeking available land in the area to purchase and construct a replacement Recycling Center prior to the
end of the five-year lease term. It is estimated land and construction will cost approximately $4 million
dollars.
The current annual rent is $52,730.64 and, pursuant to Paragraph 5 of the Leasehold Agreement, the NAA
may increase the annual rent in accordance with its rent adjustment program.
All other terms and conditions of the Leasehold Agreement will remain the same.
This item will be presented to the NAA's Board on August 19, 2021, and County staff has received
written confirmation that NAA staff and attorney will support the Amendment.
FISCAL IMPACT: The annual rent is budgeted in the SHWMD Cost Center and will continue to be
withdrawn from the Solid Waste Disposal Fund (470).
GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan.
LEGAL CONSIDERATIONS: This item is approved for form and legality and requires a majority vote
for Board action. - JAB
RECOMMENDATION: That the Board of County Commissioners approves and authorizes its Chair to
execute the attached Second Amendment to City of Naples Airport Authority Leasehold Agreement Land
Lease North Quadrant Land Fill Site pending final review of the Agreement by the Office of the County
Attorney.
Prepared by: Michael Dowling, Sr. Property Management Specialist, Facilities Management Division
ATTACHMENT(S)
1. NAA Recycling Center Amendment 2021 (PDF)
2. [Lease] NAA Lease and First Amendment 2016 - FULLY EXECUTED (PDF)
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16.C.5
07/13/2021
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.C.5
Doe ID: 16021
Item Summary: Recommendation to approve a Second Amendment to City of Naples Airport
Authority Leasehold Agreement Land Lease North Quadrant Land Fill Site for the Naples Recycling
Center on behalf of Solid Waste Division.
Meeting Date: 07/13/2021
Prepared by:
Title: Property Management Specialist, Senior — Facilities Management
Name: Michael Dowling
06/15/2021 1:21 PM
Submitted by:
Title: Director - Facilities Management — Facilities Management
Name: Damon Grant
06/15/2021 1:21 PM
Approved By:
Review:
Facilities Management
Damon Grant
Director - Facilities
Solid and Hazardous Waste
Taylor Sawatzky
Additional Reviewer
Public Utilities Operations Support
Joseph Bellone
Additional Reviewer
Facilities Management
Toni Mott
Additional Reviewer
Solid and Hazardous Waste
Kari Hodgson
Additional Reviewer
Public Utilities Department
Drew Cody
Level 1 Division Reviewer
Public Utilities Department
George Yilmaz
Level 2 Division Administrator Review
County Attorney's Office
Jennifer Belpedio
Level 2 Attorney of Record Review
Office of Management and Budget
Debra Windsor
Level 3 OMB Gatekeeper Review
County Attorney's Office
Jeffrey A. Klatzkow Level 3 County Attorney's Office Review
Budget and Management Office
Ed Finn
Additional Reviewer
County Manager's Office
Amy Patterson
Level 4 County Manager Review
Board of County Commissioners
Geoffrey Willig
Meeting Pending
Completed
06/15/2021 1:24 PM
Completed
06/15/2021 2:42 PM
Completed
06/15/2021 2:47 PM
Completed
06/15/2021 4:58 PM
Completed
06/17/2021 8:01 AM
Completed
06/17/2021 2:42 PM
Completed
06/21/2021 9:25 AM
Completed
06/23/2021 2:47 PM
Completed
06/24/2021 8:16 AM
Completed
06/24/2021 4:17 PM
Completed
06/28/2021 6:37 PM
Completed
07/06/2021 10:44 AM
07/13/2021 9:00 AM
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16.C.5.a
Lease 4250
SECOND AMENDMENT
TO
CITY OF NAPLES AIRPORT AUTHORITY LEASEHOLD AGREEMENT
LAND LEASE
NORTH QUADRANT LAND FILL SITE
THIS SECOND AMENDMENT TO CITY OF NAPLES AIRPORT AUTHORITY LEASEHOLD
AGREEMENT LAND LEASE NORTH QUADRANT LAND FILL SITE (this "Second Amendment"), entered
into this day of , 2021, by and between the City of Naples Airport Authority, a political
subdivision of the State of Florida, whose mailing address is 160 Aviation Drive North, Naples, Florida 34104,
hereinafter referred to as "LESSOR," and Collier County, a political subdivision of the State of Florida, whose
mailing address is c/o Real Property Management, 3335 East Tamiami Trail, Suite 101, Naples, Florida 34112,
hereinafter referred to as "LESSEE."
RECITALS:
WHEREAS, the LESSEE and LESSOR have previously entered into that certain City of Naples Airport
Authority Leasehold Agreement Land Lease North Quadrant Land Fill Site, dated October 20, 2011, hereinafter
referred to as the "Original Lease," as amended by that certain First Amendment to City of Naples Airport Authority
Leasehold Agreement Land Lease North Quadrant Land Fill Site, dated May 24, 2016, hereinafter referred to as the
"First Amendment," copies of which are attached hereto and made a part of this Second Amendment (the Original
Lease, as amended by the First Amendment, is hereinafter collectively referred to as the "Lease"); and
WHEREAS, the term of the Original Lease was scheduled to expire on October 19, 2016 until it was extended
by the First Amendment to October 19, 2021;
WHEREAS, the LESSEE and LESSOR desire to amend the Lease to further extend the term to October 19, y
2026 with an early termination provision of 120 days; and E
WHEREAS, the LESSEE and LESSOR further desire to remove reference to the County's obligation to pay c
rent abatement for early termination within the first five years as that requirement is no longer applicable; and 0
co
NOW, THEREFORE, in consideration of the covenants and agreements provided within the Lease, and Ten r
Dollars ($10.00) and other valuable consideration, the LESSEE and LESSOR agree as follows: c
co
l . The foregoing Recitals are true and correct and are incorporated by reference herein;
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2. The LESSEE and LESSOR agree that Article 4, titled "Lease Term," of the Lease is hereby amended and restated N
in its entirety to read as follows:
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"4. LEASE TERM
a)
The Lease Premises are !eased 10 COURty f8F R teFF:n of f4ve (5) year-s. The !eFffi of !his Lease E
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cG6ease TeFffl), unless the Lease Q>
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ded
The Leased Premises are leased to the County for a term commencing on the Effective Date and ti
ending on October 18, 2026, unless sooner terminated as hereinafter provided, without any provision
for renewal.
Both the County and the Authority shall have the right to terminate this Lease for any reason,
upon one hundred twenty( 120) days' prior written notice, as set forth in Section 32 of Q
this Lease, to the other of its intent to terminate. z
lieFeinaftep refer
-Fed to as the. 'Renewal Teffii,' and thus efeft""
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Pano 1 nf 1 1 Packet Pg. 1223
16.C.5.a
The LESSEE and LESSOR agree that the following last paragraph of Article 8, titled "Additional Obligations
of the County," of the Lease is hereby deleted and shall no longer be binding on the County:
"If County shall terminate this Lease, at any time, County shall reimburse the Authority,
monthly, for County's amount of the rent abatement (example: If County shall terminate the First Year
_ $13,850; Second Year = $11,080; Third Year = $8,310; Fourth Year = $5,540; Fifth Year = $2,770)."
4. To the extent that there is any inconsistency or conflict with any of the provisions contained in this Second
Amendment with the Lease, the provisions set forth in this Second Amendment shall govern the understanding
between the LESSEE and LESSOR. Except as expressly provided herein, the Lease remains in full force and effect
according to the terms and conditions contained therein, and said terms and conditions are applicable hereto except as
expressly provided otherwise herein.
IN WITNESS WHEREOF, the LESSEE and LESSOR have hereto executed this Second Amendment the day
and year first above written.
AS TO THE LESSEE:
DATED:
ATTEST:
Crystal K. Kinzei, Clerk
:'
, Deputy Clerk
Approved as to form and legality:
Jennifer A. Belpedio, Assistant County Attorney
AS TO THE LESSOR:
DATED:
ATTEST:
BY:
Christopher A. Rozansky, Executive Director
Approved as to form and legal sufficiency:
William L. Owens, Counsel to City of
Naples Airport Authority
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
Penny Taylor, Chair
CITY OF NAPLES AIRPORT AUTHORITY
M.
Michael Lenhard, Chair
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to
Psinp ' of 9
Packet Pg. 1224
Lease 9250
FIRST AMENDMENT
TO
CITY OF NAPLES AIRPORT AUTHORITY LEASEHOLD AGREEMENT
LAND LEASE
NORTH QUADRANT LAND FILL SITE
THIS FIRST AMENDMENT TO CITY OF NAPLES AIRPORT AUTHORITY LEASEH LD
AGREEMENT LAND LEASE NORTH QUADRANT LAND FILL SITE ("Amendment"), entered into this day
of _ M it 2016, by and between the City of Naples Airport Authority, a political subdivision of the
State of Flor4a, whose mailing address is 160 Aviation Drive North, Naples, Florida 34104, hereinafter referred to as
"LESSOR," and Collier County, a political subdivision of the State of Florida, whose mailing address is c/o Real
Property Management, 3335 East Tamiami Trail, Suite 101, Naples, Florida 34112, hereinafter referred to as
"LESSEE."
WITNESSETH
WHEREAS, the LESSEE and LESSOR have previously entered into a City of Naples Airport Authority
Leasehold Agreement Land Lease North Quadrant Land Fill Site ("Lease") dated October 20, 2011, a copy of which is
attached hereto; and
WHEREAS, the LESSEE and LESSOR are desirous of amending the Lease; and
NOW, THEREFORE, in consideration of the covenants and agreements provided within the Lease, and Ten
Dollars ($10.00) and other valuable consideration, the Lease is hereby amended as follows:
The following provision is added to Article 4 of the Lease:
If this Lease is not terminated or expired by October 19, 2016, this Lease shall automatically renew for five (5)
additional years, hereinafter referred to as the `Renewal Term,' and thus creating a termination date of October 18, 2021.
2. Except as expressly provided herein, the Lease remains in full force and effect according to the terms and
conditions contained therein, and said terms and conditions are applicable hereto except as expressly provided otherwise
herein.
IN WITNESS WHEREOF, the LESSEE and LESSOR have hereto executed this Amendment the day and year
first above written.
AS TO THE LESSOR:
ATTEST:
By:
Executive Director
e%Nstop her �4•Roian3k�
LESSEE'S signature appears on the following page.
CITY OF NAPLES AIRPORT AUTHORITY
a p 'tical subdivision of the State of Florida
By:
DONNA MESSERICHAIRC
%6 C
AS TO THE LESSEE:
S - ay—/�
ATTEST:
DWIGHT K, BROCK, Cler[c
°St as t0 C► -Slerk
!.f t'
Oraturl only. -
Jeffrey
County
BOARD OF COUNTY COMMISSIONERS
CO IER COUNTY FLORIDA
By:
DONNA FIALA, CHAIRMAN
Approved as to form and legal sufficiency:
/� &;��22rd
William L. Owens
Counsel to the Authority
. M1
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[16-RPR-02809/1243793/1] 2
CITY OF NAPLES AIRPORT AUTHORITY LEASEHOLD AGREEMENT
LAND LEASE
NORTH QUADRANT LAND FILL SITE
1. PARTIES ,
THIS LEASE AGREEMENT (the "Lease" j, made as of the Zo-t"A day of
2011 (the "Effective Date"), by and between the CITY OF NAPLES
AIRPORT AUTHORITY, a political subdivision of the State of Florida (the "Authority"),
whose address, telephone number, fax number and email are:
160 Aviation Drive North, Naples, FL 34104
phone no. 239-643-0733 fax no. 239-643-4084
e-mail: administration@flynaples.com
as Authority and COLLIER COUNTY, a political subdivision of the State of Florida (the
"County") whose address, telephone number, fax number and email are:
3299 Tamiami Trail East, Smite 101, Naples, Florida 34112
phone no. 239-252-8743, fax no. 239- 252-8876
e-mail:michaeldowling@colliergov.net
(collectively, the "Parties" or the "Party")
RECITALS
WHEREAS, the County provides a recycling facility for residential and
commercial customers within Collier County;
WHEREAS, the County desires to lease from Authority a parcel of land in the
north quadrant of the Naples Municipal Airport (the "Airport") being a 155,100 square
foot parcel depicted and more particularly described and illustrated on Exhibit "A"
attached hereto and made a part hereof (the "Leased Premises");
WHEREAS, the Leased Premises are not included within the future development
plans for the Authority. The Authority has agreed to lease the Leased Premises to
County under certain terms and conditions; and
NOW, THEREFORE, for and in consideration of the mutual covenants and
premises provided herein, and other good and valuable consideration, the receipt: and
sufficiency of which are mutually acknowledged, the Parties agree as follows:
1. RECITALS.
The foregoing recitals are true and correct and are hereby incorporated by
reference as if fully set forth herein.
287839.4 $!2312011
2. PURPOSE.
The purpose of this Lease is for the Authority to lease the leased Premises and
for the County to accept the leased Premises for the sole purpose of operating a
recycling center.
3. STATEMENT OF LEASE.
In consideration of the faithful performance by County of the terms, conditions,
and covenants herein contained, Authority does hereby lease to County and the County
does hereby accept the Leased Premises together with any improvements now existing
or hereafter constructed thereon, as illustrated and described on Exhibit'W"
4. LEASE TERM.
The Leased Premises are leased to County for a term of five (5) years. The term
of this Lease shall commence upon the Effective pate and shall continue uninterrupted
for five (5) years thereafter (the "Lease Term"), unless the lease shall be sooner
terminated as hereinafter provided.
Both County and the Authority shall have the right to terminate this Lease for
any reason, upon ninety (90) days prior written notice, as set forth in Section 32 of this
Lease, to the other of its intent to terminate.
5. RATES, FEES AND CHARGES,
The County hereby covenants and agrees to pay as rent for the Leased
Premises the sum of Three Thousand Five Hundred Twenty-one Dollars and Seventy-
four Cents ($3,521.74) per month, (the "Base Rent") in advance, on the first day of
every calendar month during the Lease Term.
In the event the County fails to pay the rent, fees or charges as required to be
paid under the provisions of this Lease within thirty (30) days after the same shall
become due, interest at the rate of one percent (1%) per month shall accrue agdir•,st the
delinquent payment(s) until the same are paid. Implementatlon of this provision shall
not preclude the Authority from terminating the Lease for default in the payment of rent,
fees or charges, or from enforcing any other provision contained herein.
The monthly rent shall at no time be less than the Base Rent. The Authority and
County, however, agree and stipulate that the rent may be unilaterally increased by the
Authority, annually, effective October 1 of each year, in accordance with the Authority's
rent adjustment program.
sar MA W312011
6, USE OF PREMISES.
County, upon the faithful performance of such covenants, agreements and
conditions required by IaW, or this Lease, shall and may, peaceably enjoy the Leased
Premises. Such quiet enjoyment is conditioned upon County adhering to the following
terms:
A. Permitted Use of Leased Premises. The County shall be permitted to utilize
the Leased Premises for only the following purposes: (i) for use as a recycling center
and for construction material, only when in compliance with all federal, state and local
laws and ordinances and when in compliance with all applicable environmental
standards and guidelines, and (ii) uses Incidental or related thereto, upon the prior
written approval of the Authority (collectively, the "Permitted Uses").
B, Non -Exclusive Use. County, as well as County's agents, employees, and
customers, are permitted non-excfusive use of all roads, rights -of -way and driveways to
and from the Leased Premises in common with other airport users. County has the right
to free access, ingress to and egress from the Leased Premises, The Authority may, at
any time, temporarily or permanently close or consent to the closing of any roadway or j
other right-of-way for such access, ingress or other area of the Leased Premises
presently or hereafter used as such, In such a case, a means of access, ingress and
egress reasonably equivalent to that formerly provided shall be substituted and
concurrently made available.
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7. LIMITS ON USE i
. f
A. Aeronautical Uses. County shall not engage in any aeronautical activities. f
B, Protection of the Environment. County agrees that it will not use, nor permit
the Leased Premises to be used, for any unlawful or environmentally hazardous {
purpose, defined to include conduct and activity prohibited by Federal, State, local law !
or ordinance,
C. Improvements. County may construct, install, erect and maintain buildings or
other permanent improvements on the Leased Premises, but only in accordance with
plans and specifications which have first been approved in writing by the Authority, and
in accordance with ordinances, guidelines, mules and regulations of the Federal Aviation
Administration (the "FAA"), the Authority, the Collier County Comprehensive
Development Code requirements, and other governmental agencies having jurisdiction
over the land constituting the Leased Premises.
B. ADDITIONAL OBLIGATIONS OF THE COUNTY
The County shall demolish and remove the existing concrete wall running along
Enterprise Avenue (the "Wall"), on a portion of the Leased Premises and the area
3 287836.4 a/ 2U1t
surrounding the. removed Wail shall be graded and landscaped to the Authority's
satisfaction in accord with a landscape plan approved by the Authority. The Parties
acknowledge that the cost of the demolition, removal and landscaping is estimated to be
$27,700.00 (Twenty -Seven Thousand, Seven Hundred Dollars, and no Cents) and the
Parties agree to each pay one half of the cost, County shall complete Wall removal and
all improvements no later than sixty (60) days after the approval and acceptance of this
Lease by the Board of County Commissioners.
County shall contract the demolition of the Wall, the landscaping improvements
and pay for same directly. The Authority shall abate County's rent for the Authority's
one half of the cost of the improvements ($13,850.00) (Thirteen Thousand, Eight
Hundred Fifty Dollars and no Cents), which shall be credited to County's monthly rent
during the first year of the Lease Term, and therefore County shall not be required to
pay rent for the months, taken as a credit for November ($3,521,74), December
($3,521,74), January ($3,521,74), and February ($3,284,78).
If County shall terminate this Lease, at any time, County shall reimburse the
authority, monthly, for County's amount of the rent abatement (example: If County shall
terminate the First Year = $13,850; Second Year = $11,080; Third Year = $8,310;
Fourth Year = $5,540; Fifth Year = $2,770).
9. CONSTRUCTION ACTIVITY,
The County may, at any time and from time to time, after written approval by the
Authority, erect, maintain, alter, remodel, demolish, rebuild, replace and remove
buildings and other improvements on the Leased Premises. Prior to commencing the
construction of any improvements, the County shall deliver to the Authority a site plan
depicting the improvements and the location thereof within the Leased Premises
together with all drawings, plans and specifications applicable thereto (collectively, the
"Plans and Specs"). The Authority shall provide written notice of any objections to the
Plans and Specs within thirty (30) days of receipt from the County, failing which the
same shall be deemed to have been approved by the' Authority. , The foregoing
notwithstanding, the Authority's right to object to the Plans and Specs shall be limited to
any matters that are in violation of applicable laws including, without limitation, FAA
laws (or other regulations applicable to the airport), zoning laws, SFWMD regulations or
any other laws or ordinances applicable to the Leased Premises, All construction of
improvements must conform with the approved Plans and Specs and shall be
constructed or installed in accordance with ail applicable statutes, ordinances, building
codes, and ruses and regulations of the Authority, and any other authority that may have
jurisdiction over the Leased Premises, County is solely responsible for determining and
obtaining all necessary permits and approvals, and for paying any and all fees required,
for the construction. The Authority's approval of County's plans and specifications does
not constitute a representation or warranty as to its conformity with City of Naples
building standards, codes or zoning.
4 287838.4 8/2312GI S
Prior to commencing construction the County shall comply with the following
provisions:
A. Alterations. It is expressly agreed that in the event that the County intends to
make external alterations to existing improvements on the Leased Premises, it shall
provide the Authority with sixty (60) days written notice prior to the date intended for the
commencement of such alterations to permit Authority time to review and consider the
planned alterations before making any final determination in connection therewith.
B. Inspection and Acceptance. County shall obtain building permits and
approvals required. All improvements including, but not limited to, buildings, site
preparation, sub -grade preparation, paving, drainage, and overall development of the
premises, shall be subject to inspection, testing, and acceptance in accordance with
applicable law.
C. Engineering. County shall set the necessary boundary stakes on the Leased
Premises and shall provide any surveys required for the design of the area paving. Any
material deviation from the approved flans and Specification must have prior approval
by the Authority (subject to the limitations set forth above) and any required
governmental agency.
D. Utilities. Upon the prior written approval by the Authority, County may install
other utilities on the Leased Premises at its own cost and expense, including all
connection, inspection, and service fees. All utilities must be installed underground,
unless agreed to in writing by the Authority. The Authority may negotiate with County for
the over sizing or extension of utilities to serve other parcels on the Airport Parcel.
E. Paving and Concrete. Any roadway access must be in accordance with the
Florida Department of Transportation standards as set forth in the "Manual on Uniform
Standards" for comparable construction. Construction of concrete building slabs will be
designed to accommodate building loads and heavy truckloads, as applicable.
F. Finish Site Grading. County shall perform, at County's expense, all finish
grading of the Leased Premises,
G. Frontage Clearances, County must construct the improvements so that all
frontages and clearance of the improvements are in compliance with County standards
and so they do not encroach upon any building restriction line.
Notwithstanding anything in this Lease to the contrary, it is expressly understood
and agreed by the Parties that any buildings, improvements, fixtures, machinery and
equipment of whatsoever nature at any time constructed, placed or maintained upon
any part of the Leased Premises shall be and remain the sole and exclusive property of
the County during the Lease Term. The County shall have the right at any time to
remove any and all buildings, improvements, fixtures and equipment owned or placed
by the County in, under or upon the Leased Premises.
5 287WA W23=1I
10. DISCHARGE OF LIENS.
County shall not cause or allow any Lis Pendens, construction, labor, mechanic's
or rnaterlaiman's lien to be filed against the Leased Premises, the Authority or the
Authority's real or personal property. In the event of the filing of any lien, or any other
charge whatsoever against the Leased Premises, the Authority or its property, County
shall immediately take all necessary action to secure the release of sarne and shall
provide, at County's expense, all bonds, security or undertakings to accomplish the
release of such liens. In the event County falls to secure the release of any such [lens
within forty five (45) days of the date the County is notified of the same, the Authority
shall have the right, but not the duty or obligation, to take any action it deems
appropriate to secure the release of any such lien including paying the underlying
obligation to the I[enor. To the extent permitted by law, County agrees to indemnify and
hold the Authority harmless from all liability, damages associated with this provision,
expense and costs including reasonable attorney's fees.
11. RULES AND REGULATIONS.
County shall observe and comply with, at its own expense, ail laws, policies,
ordinances, rules, and regulations promulgated by the Authority and any appropriate
City, County, State, or Federal authority or agency having jurisdiction over the Airport
and the Leased Premises during the Lease Term.
12. AIRPORT OPERATIONS.
A. Conduct of Business by County. In the use of the Leased Premises pursuant
to this Lease, County shall conduct its operations in a environmentally safe, legal,
honest, orderly and proper manner so as not to interfere with the rights and privileges of
others at the Airport and shall be responsible for the conduct of its employees and
invitees. Upon receipt of complaints about the conduct of its business, County agrees to
cooperate immediately to address such complaints and correct any improper conduct.
13. Airport Hazards. County agrees to refrain from any act or omission which
would interfere with or adversely affect the operation or maintenance of the Airport,
disturb the quiet enjoyment of the use of the Airport Parcel or surrounding property or
otherwise constitute an Airport hazard, Activities which may constitute airport hazards
including but not limited to any activity on the Leased Premises which directly or
indirectly attracts birds or other wildlife, produces unlawful amounts or levels of
chemical, biological or electromagnetic radiation, air pollution (gasses, particulate
matter, odors, fumes, smoke or dust), treater pollution, excessive noise, glare, heat
emissions, radioactivity, electronic or radio interference with navigation and
communication facilities for the operation of the Airport and its use by aircraft, vibration,
prop -wash, or jet blast, or which is hazardous or dangerous by reason or risk of
explosion, fire, or harmful emissions.
6 287WA $12312011
? 3. CONDITION OF PREMISES.
A. Phase. It Environmental Site Assessment. The Authority and the County
agree that on or about the Effective Date a Phase 11 Environmental Site Assessment
(the "Base Line Phase It") will be conducted by the Parties. The Base Line Phase 11
shall establish a base line for the environmental condition of the Leased Premises on
the date thereof, The Parties shall sign the Phase 11 indicating their agreement that it
accurately sets forth the environmental Condition of the Leased Premises.
At the expiration of this Lease, or within sixty (60) days thereafter, if this Lease
runs to the Lease Term or within sixty (60) days after this Lease is terminated by either
Party prior to term specified in Section 4 above, the County shall conduct a second
Phase 11 Environmental Site Assessment (the "Termination Phase 11"). The Authority
shall compare the Base Line Phase 11 to the Termination Phase Il to establish the
increase in contamination caused by the County's activities. The County shall be
responsible for any contamination of the Leased Premises occurring during County's
tenancy whether or not due to the acts or omissions of the County, its officers,
employees, business invitees, subtenants or assigns, and shall decontaminate and
cleanup the Leased Premises at its own expense, The County shall document the
clean-up or decontamination and provide to the Authority satisfactory evidence that the
Leased Premises is no longer contaminated above the Base Line Phase 11, The Leased
Premises shall not be deemed to be decontaminated until the Authority so states in a
written document to County. Any expense incurred by the Authority in clean-up or
decontamination shall be paid by the County.
B. County Accepts Leased Premises "As is". County intends and agrees to
improve Leased Premises and accepts the Leased Premises, and any improvements
and appurtenances thereto, in addition to the land in its present "as is" condition as
suitable for the purpose for which the Leased Premises are leased.
C. No Liability, The Authority shall not be liable for any damages or loss suffered
by County, or for injuries to persons or Leased Premises occasioned by (t) lapses in
service, (2) malfunctions, bursting, overflowing, or leaking of water or sewer pipes, or
from heating, air conditioning or plumbing fixtures, or from (3) electric wires, (4) water
leaks of any kind, or (5) erosion or doterforation of the roads, rights -of way or driveways
during the term of this Lease.
D, Non -Liability of County. County further acknowledges that no representations
as to the condition of the soil, or the geology of the soil, on the Leased Premises,
expressed or Implied, have been made by the Authority, its officers, employees or
agents prior to or at the execution of this Lease other than those contained In the Base
Line Phase 11. Notwithstanding the foregoing, County, its officers, employees, agents,
successors and assigns, will not be responsible for any damage to or contamination of
the Leased Premises in the event that such damage or contamination is directly due to
or caused by the act of the Authority, or its officers, employees, agents successors or
assigns.
7 281830.4 812V2011
i
14. FLAMMABLE MATERIAL.$.
Except as reasonably necessary or incidental to the County's use of the Leased
Premises, flammable or explosive gases, liquids or solids shall not be allowed, kept or
used on the Leased Premises. All such flammable materials shall only be delivered in
amounts, and stored and used, as approved by the Authority in accordance with the
rules of the Florida Inspection and Rating Bureau and all other applicable statutes,
guidelines, ordinances, rules and regulations in force and effect during the term of this
Lease.
15. WASTE, REPAIR, MAINTENANCE AND CLEANLINESS OF PREMISES.
County understands that good maintenance is an on -going obligation, and
agrees to the following:
A. Waste. County shall not commit, nor suffer to be committed, any waste or
contamination on the Leased Premises, including physical damage to the Leased
Premises, either negligent, intentional, or fail to repair and maintain the Leased
Premises,
P. Repair and Paint. Throughout the Lease Term, County shall keep and
maintain, at its own cost and expense, the Leased Premises and any improvements,
fixtures, equipment, or landscaping thereon, in good order and repair, as reasonably
determined by the Authority. County shall make all necessary repairs thereto, including,
without limitation, all structural and non-structural repairs, including repairs to building
interior, building exterior, paving, site improvements, fixtures, facilities and equipment,
and shall replace all broken glass with glass of the same size and quality as that
broken. All painted exterior surfaces and surfaces requiring treatment of any kind must
be maintained. in good condition and must be repainted or treated when reasonably
required to preserve the structure and to maintains high standards of appearance at the
Airport. Ali maintenance, repairs, and replacements must be of a quality substantially
equal to the original materials and workmanship.
C. Failure to Repair and Maintain. In the event County fails to promptly undertake
the obligatlons imposed herein within ninety (90) days of written notice by the Authority
to the County, the Authority, in addition to the other remedies provided herein, shall
have the right to enter on to the Leased Premises and effect such repairs and recover
those costs and expenses from County.
D. Liquid and Solid Waste. County shall provide, as necessary, safe containment
for solid waste and a separate drainage, collection, or separation system to ensure that
no untreated liquid waste be discharged directly on adjacent property or into the
Airport's storm drainage or sanitary system,
8 2S7MA W2Y2011
E. Damage Caused. County agrees to immediately report to the Authority any
damage County, its customers, visitors, agents, contractors or employees cause to the
runways, taxiways, tax! lanes, 'roads, rights -of -way and driveways to and from the
Leased Premises which it uses in common with other Airport users. County shall
reimburse the Authority for the actual cost of repairs to these common areas caused by
the County or those using the Airport by or through County,
F. Fence. If applicable to the Leased Premises, County shall erect 'and, at all
times during the term of this Lease, maintain an FAA -recommended fence as part of the
Airport perimeter fence line. The County's portion of the fence line shall be specified and
approved by the Authority, The County's portion of the fence shall be constructed and
maintained at County's sole cost and expense.
16. STORM WATER DISCHARGE
County assures that no contaminants, pollution or hazardous material of any type
will be discharged onto adjacent property or into the storm water system at the Airport,
and agrees to be Feld responsible for any discharge either by County or by any of
County's subtenants, agents, or employees, during the entire Lease Term. Any fine or
expense for remedial action required by the Authority, by any agency or agencies
having jurisdiction, as a result of actions on or discharges from the Leased Premises,
will be charged to County, and County shall immediately reimburse Authority for these
costs, including attorneys' fees upon demand.
17. SECURITY
The Authority is under no obligation to provide security to the Leased Premises.
County may, at County's sole expense, employ security personnel, install security
lighting, or maintain alarm systems, If County elects to install outdoor fighting, County
must request permission from the Authority prior to installation. If at any time during the
Lease Term, additional security requirements are imposed on the Naples Municipal
Airport by the Federal Aviation Administration ("FAA"), Transportation Security
Administration ("TSA"), or any other agency having jurisdiction over the Airport, County
agrees to comply with such additional security requirements, at County's sole expense,
capon notification of such requirements in writing by the Authority.
18, UTILITY SERVICES, TAXES/FEES
A. Utilities. County shall pay for all utilities with respect to the Leased Premises
or the occupancy thereof, including without limitation, all costs of electric, water, sewer,
telephone and other services. County shall have the privilege, at its expense, to access
the water, storm water management, electrical, and phone utility service facilities during
the term of this Lease. Should County's operations require additional service facilities,
County shall, at its expense, extend such facilities to the Leased Premises and pay the
cost for all labor and materials. Authority's obligation under this provision shall be limited
to the facilities presently constructed as of the date of this Lease, and nothing herein
9 2alnn,4 9r'231n11
shall obligate Authority to provide any utility to County that is not presently conveniently 1
available to the Authority within the Airport. ;
i
B. Taxes and Fees. County shall pay when due all valid taxes, special
assessments, excises, license fees and permit fees of whatever nature applicable to its
operation or levied or assessed against the Leased Premises, or improvements thereto. 1
County shall take out and keep current all licenses, permits and certificates (City,
County, State and Federal) required for the conduct of its activities at and upon the
Airport and Leased Premises, if any. i
19, INDEMNIFICATION.
Each Party shall be liable for losses for the acts or omissions of its own officers,
employees, agents and contractors. To the extent permitted by law, each Party shall
save and hold harmless and indemnify the other and the other's past and present
commissioners, directors, managers, employees, agents, insurers, attorneys,
representatives, successors, and assigns, in both their individual and representative
capacities, of, from and against any and all liabilities, losses, damages, costs,
expenses, causes of action, suits, penalties, claims, demands, and judgments of every
kind and nature, including, without limitation, attorneys' fees and expenses of defense
(through all appeals), arising out of or in connection with:
A. any negligent act or intentional act of said Party or said Party's
personnel, employees, subtenants, agents, suppliers, subcontractors, licensees,
invitees or trespassers;
B. the failure to fulfill any obligations of said Party under this Lease;
C. the use and possession of the Leased Premises,
The indemnification obligations under this Section shall survive the Lease termination.
This Section shall also pertain to any claims brought against any Party (and said Party's
past and, present commissioners, council members, officers, employees, agents,
insurers, attorneys, representatives, successors, and assigns), in both their individual
and representative capacities, by the other Party, any of the other Party's personnel,
employees, agents, suppliers, subcontractors, licensees, invitees or trespassers and
anyone claiming by or through the other Party, Each Party's obligations under this
Section shall not be limited in any way by County's limits of, or lack of, sufficient
insurance protection. Nothing in this Lease shall constitute a waiver of sovereign
immunity under Section 768,28, Florida Statutes, or any other applicable law or
regulation.
20, INSURANCE REQUIREMENTS,
A. Insurance Coverage. County agrees to secure and maintain in force at its
expense, a fire insurance policy with extended coverage endorsement, including
10 2$783 B.4 8123f201 t
vandalism and malicious mischief, covering the Leased Premises and all improvements k
thereon and contents thereof for full replacement value, County further agrees to secure
and maintain, at its own expense, a general liability insurance, covering County's �•
activities, its use of the Leased Premises, its operations at the Airport, including its E
liability under the indemnities herein, The liability insurance policy shall have coverage
limitations providing no less than $1,000,000.00 per person and $1,000,000.00 per is
incident, naming the Authority as an additional covered Party; and, shall not be subject E
to cancellation or change except after thirty (30) days prior written notice of such
cancellation or change to the Authority.
B. Changes in Policy. County shall provide Authority with notice of any proposed
change to any insurance policy, The Authority maintains the right to reject a proposed
change in County's insurance coverage or carrier, and in the event of a policy
cancellation, the County is required to obtain satisfactory successor insurance without
lapse,
C. Authority as Additional Covered Party. All such insurance policies shall name
Authority as an additional covered Party,
D. Evidence of Insurance. County shall secure and deliver annually to Authority
appropriate insurance certificates showing evidence of coverage as required hereunder,
E. Form of Policies. All policies of Insurance required under this Section must be
in a standard form and written by qualified insurance companies satisfactory to the
Authority. All certificates of insurance shall state that "the City of Naples Airport
Authority," is named as an additional covered Party under the policy. further, all policies
and certificates must contain a provision that written notice of policy lapses,
cancellation, and any changes shall be delivered to the Authority no fewer than thirty
(30) days in advance of such effective date, All insurance policies shall contain a clause
or endorsement by which the insurance carrier waives all rights of subrogation against
Authority, except where the Authority or its agents are liable for a specific act of gross
negligence..
r . Notice. County must give the Authority prompt and timely notice of any claim
made or suit instituted of which it is aware that in any way directly, indirectly,
contingently, or otherwise affects or might affect the Authority, and the Authority shall
have the right to participate in the defense of the claim to the extent of its own interest.
G, _ Lapse of Insurance Coverage, If County shall fail to maintain insurance
coverage as required, then the Authority may, but Is not obligated to, obtain same and
add the cost of such insurance to next due Lease payment. If the.Authodty does so, it
may charge interest thereon at the rate of 18.0% per annum, or at the maximum interest
rate permitted by law in the State of Florida, whichever is greater, provided, however,
that this provision shall not be construed to create an obligation for County to pay a
usurious rate of interest to the Authority, from the time of payment, which shall be added
to the rental becoming due, and shall be collected as an additional charge.
11 287838.4 8/2312011
21. ACCESS TO PREMISES.
County agrees to allow the Executive Director, and other duly authorized
representative or agents of Authority, access at all reasonable times to the Leased
Premises for the purpose of examining or inspecting same.
22. DEFAULT.
The following shall constitute an event of default on the part of County and cause
for eviction;
A. Non -Payment of Rent. Failure to pay all rent fees or charges when due.
B. Other Obligations, Failure to perform any obligation, agreement or covenant
under this Lease, such failure having continued for ninety (90) business days after the
County's receipt of written notification of such default. County shall have the right to
extend this ninety (90) day cure period if the failure cannot be reasonably cured within
the ninety (90) day period and if, in the reasonable determination of the Authority, the
County aggressively and diligently attempted to cure the default within the ninety (90)
day period and continues to, diligently address the failure with the intention of
eliminating it.
23. AUTHORITY'S REMEDIES.
Upon default by the County, the Authority shall have the right to all remedies
available at law or equity.
24. DESTRUCTION OF PREMISES
In the event that the Leased Premises or the improvements located thereon shall
be destroyed in whole or in part by fire, hurricane, flood or other casualty, then County
shall have the right, in its sole and absolute discretion, to terminate this Lease by
delivering written notice to the Authority �,vfthin thirty 130) days following said damage or i
destruction, falling which this Lease shall continue in effect, !
26ATTORNEY FEES.
The prevailing Party shall recover the atorney's fees and costs incurred to
enforce any provision of this Lease including all costs of collection. Attorney's costs and j
expenses recoverable shall include all out of pocket expenses and shall not be limited
by the Florida Statewide Uniform Guidelines for Taxation of Costs in Civil Actions.
i
12 25783B.4 MZ12017
26. RIGHT OF FLIGHT OPERATIONS.
County acknowledges and agrees that the Authority reserves itself, its
successors and assigns, for the use and benefit of the public, a right of flight for the
passage of aircraft in the airspace above the surface of the Leased Premises, together
with the right to cause in the airspace such noise as may be inherent in the operation of
aircraft, now known or hereafter used, for navigation of or flight in the airspace, and for
use of the airspace for landing on, taking off from, maneuvering, or operating on the
Airport, County's use and enjoyment of the Leased Premises is subject to such noise
and such other disturbance as may be inherent in such operations.
27. AIRCRAFT HAZARDS.
County acknowledges and agrees that the Authority reserves the right to take
any action it considers necessary to protect the aerial approaches of the Airport against
obstruction, together with the right to prevent County from erecting, or permitting to be
erected, any building or other structure on or adjacent to the Airport which, in the
opinion of the Authority, would limit the usefulness of the Airport or constitute a hazard
to aircraft.
28. OBSTRUCTIONS,
County expressly agrees for itself, its successors and assigns, to restrict the
height of structures, objects of natural growth and other obstructions on the Leased
Premises to such height as to comply with Federal Aviation Regulations, Part 77.
29, GOVERNING LAW.
This Lease shall be governed by and interpreted according to- the laws of the
State of Florida. Any litigation invoiving this Lease or the use and occupancy of the
Leased Premises shall be filed and litigated in Collier County, Florida, in a non -jury
proceeding. County and Authority hereby waives and releases any right they have or
may have to a trial by jury of any issue.
36. BINDING EFFECT.
This Lease shall be binding upon, and inure,to the benefit of the Parties hereto
and their successors and such assigns as may be approved by the Authority. This
reference does not authorize an assignment or subletting by County that is inconsistent
with the restrictions on assignments and subletting, stated heretofore.
31. REMEDIES CUMULATIVE -NO WAIVER.
The rights and remedies granted to Authority hereunder shall be deemed to be
cumulative and non-exclusive. The failure by Authority at any time to assert any such
13 2a783e 4 WM20I I
:i.
3
1.
right or remedy shall not be deemed to be a waiver, and shall not preclude the
entitlement to or the assertion of such right or remedy at a later date.
32. NOTICE TO PARTIES.
It is understood and agreed between the Parties hereto that written notice,
mailed by certified mail, return receipt requested, or hand delivered to Authority or
County or County's agent shall constitute proper and sufficient notice if sent to Authority
addressed to: Executive Director, City of Naples Airport Authority, 160 Aviation Drive
North, Naples, Florida 34104, and if sent to County, addressed to the place designated
in the opening paragraph of this Lease.
33, SEVERABILITY.
In the event any immaterial provision of this lease be determined by a proper
judicial authority to be unenforceable, such provision shall be considered separate and
severable from the remaining provision of this Lease, which shall remain in force and be
binding as though such unenforceable provision had not been included, unless the
Authority in the reasonable exercise of its discretion determines that the provision found
to be unenforceable goes to the essence of the tease and its absence renders the
Lease defective, then this Lease shall terminate and be of no further force or effect.
34. ENTIRE AGREEMENT.
This lease constitutes the entire agreement between the Parties hereto with
respect to the subject matter contained in this Lease, supersedes any and all prior
written or oral agreements or understandings, and may be modified only by a writing
executed by the Parties hereto.
35. DOMINANT AGREEMENTS.
The Parties hereto expressly understand that this Lease is subordinate and
subject to the Rules and Regulations, any and all lending, bonding, certificate of
participation, Airport Master Lease and agreements between Authority and the Federal
Aviation Administration, or between Authority and the State of Florida, or between
Authority and City of Naples whether presently existing or hereinafter created. During
tinges of war or national emergency, Authority shall have the right to lease the landing
area or any part thereof to the United States Government for military or naval or similar
use, and, if such lease is executed, the provisions of this instrument insofar as they are
inconsistent with the provisions of the lease to the Government, shall be suspended.
Any executed lease, including this one, shall be subordinate to the provisions of any
existing or future Agreement between Authority and the United States, relative to the
operation or maintenance of the Airport, the execution of which has been or may be
required as a condition precedent to the expenditure of federal funds for the
development of the Airport.
14 2e783a.4 8/23(2011
36. RADON DISCLOSURE.
Radon is naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons who are exposed to
it over time. Levels of radon that exceed federal and state guidelines have been found
in buildings in Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit.
37, FAA GENERAL CIVIL RIGHTS PROVISION
The County, by execution of this Lease, assures the Authority that it will comply
with pertinent statutes, Executive Orders and such rules as are promulgated to assure
that no person shall, on the grounds of race, creed, color, national origin, sex, age or
handicap be excluded from participating in any activity conducted with or benefitting
from Federal assistance. This Section obligates the County or its transferee for the
period during which Federal assistance is extended to the airport program, except
where Federal assistance is to provide, or is in the form of personal property or real
property or interest therein or structures or improvements thereon, This Section
obligates the County or any transferee for the longer of the following periods: (i) the i
period during which the Airport Parcel is used by the Authority for a purpose for which
Federal"assistance is extended, or for another purpose involving the provision of similar
services or benefits; or (ii) the period during which the Authority or any transferee
retains possession of the Airport Parcel.
38. HEADINGS.
The Section headings are included in this Lease for reference purposes only, and
shall not be employed to interpret or to construe this Lease.
39, AUTHORIZATION.
Each person executing this Lease warrants and covenants that this tease and
his/her execution of it has been duly authorized and approved by his/her respective
governing Board.
40. AMENDMENT,
This Lease shall not be altered, changed, or amended except by instrument in
writing executed by the Authority and the County.
15 2878U.4 812W..011
IN WITNESS WHEREOF, the Parties have caused this Lease to be executed by
their appropriate officials, as of the day and year first above written.
ATTEST:
Theodore i�. Solid;
Executive Director
Approved a rrn and
lager
F. Jose p Mc a n'III--
`` - -c= I to the Authority
AUTHORITY:
CITY OF NAPLES AIRPORT AUTHORITY,
a political subdivision of the State of Florida
By.
Cormac Gibiin
Chairman
6 287838A 8/231M11
3
COUNTY:
ATTEST:,':' ' BOARD OF COUNTY COMMISSIONERS,
COLLIER COUNTY
By: �� !
W1 11` E;•I3roek-Cl r Fred W. Coyle, Chairman
Au arc
Approved'&aa t?.fQo bnd`:
legal s[af#iciency;- `
Jennifer B. Mite, Asst. County Attorney
17 WB38A &23/20' f
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