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Agenda 10/22/2024 Item #16E 4 (Approve an Amendment and Restatement of Leasehold Agreement with the City of Naples Airport Authority for the EMS helicopter Medflight operation)10/22/2024 Item # 16.E.4 ID# 2024-1234 Executive Summary *** This item continued from the October 8, 2024, BCC Meeting. *** Recommendation to approve an Amendment and Restatement of Leasehold Agreement with the City of Naples Airport Authority for the EMS helicopter MedFlight operation at the Naples Airport for five (5) years with an option for a (5) five-year renewal. OBJECTIVE: Approval of an Amendment and Restatement of Leasehold Agreement with the City of Naples Airport Authority (“Authority”) ensuring the continued operation of the EMS helicopter MedFlight beyond the current lease expiration date of September 30, 2024. CONSIDERATIONS: On September 15, 1994, the County entered into a Leasehold Agreement with the Authority, as amended by that certain First Amendment to Leasehold Agreement between the County and the Authority, dated January 1, 2000. The lease is set to expire on September 30, 2024 and the new Amendment and Restatement will be made effective October 1, 2024 to ensure no lapses in occupancy. The County is currently a holdover tenant and was unable to execute the agreement by the expiration date. The Amendment and Restatement of Leasehold Agreement was negotiated with the Authority and utilizes their current standard form, which is substantially similar to the Collier County Airport Authority’s form. Under the current lease, the County leases a 57,237.84 square-foot parcel of land, including improvements. The space will remain the same under the renewal lease. The rent amount for the first year is $14,478.24, in monthly installments of $1,206.52. The amount is calculated at 0.25295 per square foot. The rental rate under this Lease shall at no time be less than the Base Rental. The Authority and Tenant, however, agree and stipulate that the rental rate under this Lease may be unilaterally increased by the Authority, annually, effective October 1st of each year at fifty percent (50%) of the rate set forth in the Authority’s Rates and Charges on file in the offices of the Authority’s Executive Director. These rate increases are industry standard, and the 50% discount is for the benefit of the Medflight operation. The term is for five (5) years, expiring September 30, 2029, with an option to renew one time for 5 (five) years ending September 30, 2034. The County may terminate the lease with one hundred eighty (180) days written notice, if the County ceases MedFlight operations or materially reduces or expands operations such that the Premises is no longer suitable. The Authority has the right to terminate all or part of the Lease with at least twelve months' written notice if needed to carry out any part of its master or strategic plan for the Airport. Before terminating the Lease, the Authority may offer the County alternate premises at the Airport, with similar terms, that are equal to or larger than the current leased space. While the lease includes voluntary curfew hours to mitigate noise and other impacts of the Airport, the Agreement contemplates that the County may operate MedFlight outside these hours due to the emergency nature of the services. Additionally, the proposed Amendment and Restatement of the Leasehold Agreement includes a draft Memorandum of Lease summarizing key terms to be recorded in the public records. If the lease is approved, this memorandum will be routed for the Board Chair's signature. On September 25, 2024, the Executive Airport Director conceptually approved and executed the Lease. The following day, on September 26, 2024, the Memorandum of Lease was formally executed in front of a notary. FISCAL IMPACT: The first year’s rent of $14,478.24 to be paid in equal installments of $1,206.52. All costs associated with this lease are budgeted within the EMS Helicopter Operating Fund 4050, Cost Center 144505. GROWTH MANAGEMENT IMPACT: This item is consistent with the Growth Management Plan. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board approval. -SAA Page 5535 of 7162 10/22/2024 Item # 16.E.4 ID# 2024-1234 RECOMMENDATIONS: To approve and authorize the Chairman to execute the Amendment and Restatement of Leasehold Agreement with the City of Naples Airport Authority for the EMS helicopter MedFlight operation at the Naples Airport. PREPARED BY: Sonja Stephenson, Property Management Specialist, Facilities Management Division ATTACHMENTS: 1. Amendment and Restatement of Leasehold Agreement between NAA and Collier County 2. City of Naples Airport Authority Leasehold Agreement 3. First Amendment to Lease Agreement Page 5536 of 7162 AMENDMENT AND RESTATEMENT OF LEASEHOLD AGR.EEMENT THIS AMENDMENT AND RESTATEMENT OF LEASEHOLD AGREEMENT (this "Lease") is executed on the 8s day of October, 2024 (the "Executed Date"), but made effective as ofthe l " day of October, 2024 (the "Effective Date"), by and between the CITY OF NAPLES AIRPORT AUTHORITY, a political subdivision of lhe State of Florida (the 'Authority") and COLLIER COLINTY. a political subdivision of lhe State of Florida (the "Tenant") (the Aulhority and Tenant collectively the "Parties"). The Parties hereby mutually covenant, agree and promise as follows: The Tenant's address, telephone number and email are: Board of County Commissioners c/o Real hoperty Management 3335 Tamiami Trail E., Suite 102 Naples, FL 341l2 Phone: 239-252-807 3 Email: Sonja.Stephenson@ColliercountyFL.gov I EXISTING LEASE. Tenant is the present holder as "Lessee" ofa leasehold interest under that certain Leasehold Agreement belween the Authority and Tenant. dated September 15, 1994 (the "Original Lease"), as amended by thal certain First Amendment To Lease Agreement between Tenant and the Authority, dated January l, 2000 (the "First Amendment") (the OriBinal Lease, as amended by the First Amendmenl, is collectively the "Existing Leasehold Agreement"). Under the Exisling Leasehold Agreement, Tenant leases from the Authority a parcel of land and improvements located on the Naples Municipal Airport (the "Airport") more particularly described in Exhibit A attached hereto and made a part of this Lease (collectively the "Premises"). Tenant has requested that the Authority extend, amend and restate in its entirety the Existing Leasehold Agreement in accordance with the terms and conditions of this Lease. 3. AMENDMENT AND RE ATEMENT OF LEASE. In consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parlies hereby agree that the Existing Leasehold Agreement shall be extended, amended and restated in its entirety by this Lease. As of the Effective Date, the Parties acknowledge and agree that the Existing Leasehold Agreement shall be ofno further force and effect and that this Lease shall govem the understanding ofthe Parties with respect to the lease ofthe Premises. {.LEASE TERM AND R,ENEWAL OPTION. 2. bject to the terms, conditions and obligations set forth in this Lease, the Authority hereby leases the Premises to Tenant for a term (the "[,€ase Term") which shall commence upon the Effective Date and shall continue uninterrupted until September 30' 2029 (the A. Lease 'ferm. Su NAA Form (revised [4ay 2023) C"") PARTIES. The Authority's address, telephone number and email are: 160 Avialion Drive North Naples, Florida 34104 Phone:239-643-0733 Email: administration@fl ynaples.com Page 5537 of 7162 "Expiration Date"), unless the Lease Term shall be sooner terminated or extended as provided in this Lease, B. Renewal Option. Subject Io the terms and conditions of this Subsection 4.B, Tenant shall have the option to extend the Lease Term of this Lease (the "Renewal Option") for one (l) additional renewal period having a duration of five (5) years commencing October l, 2029 and expiring September 30, 2034 (the "Renewal Term"). Notwithstanding an),thing in this Lease to the contrary, the Renewal Option is contingent upon the following: (i) Tenant is not then in default under this Lease at the time Tenant gives lhe Authority written notice of Tenant's intention to exercise the Renewal Option; (ii) Tenanl is not in default under this Lease on lhe Expiration Date; and (3) no event has occurred that upon notice or the passage of time would constitute a default by Tenant under this Lease. Tenant shall exercise the Renewal Option by giving the Authority written notice thereof on or before ninety (90) days prior to the Expiration Date (the "Renewal Option Notice Deadline"). If Tenant fails to give such written notice to the Authority on or before the Renewal Option Notice Deadline, then Tenant shall forever forfeit its right to the Renewal Option. Tenant covenants and agrees to all of the following terms and conditions: (i) If Tenant timely exercises the Renewal Option, then during the Renewal Term (A) all references to "Lease Term" as used in this Lease (as the context requires) shall mean the Renewal Term and (B) the Authority and Tenant's respective rights, duties and obligations shall be governed by the terms and conditions ofthis Lease; (ii) During the Renewal Term, in addition to all other amounts required under this Lease, Tenant shall pay rental payments 1o the Authority in monthly installments in the amount required by Subsection 5.8 hereof, plus applicable sales or other tax, all due in advance on the firsl day of every calendar month during the Renewal Term; and (iii) Tenant acknowledges that the Renewal Option is conditioned upon the prompt and diligent performance ofthe terms and conditions ofthis Lease by Tenant. Accordingly, should Tenant default under this Lease on two (2) or more occasions during any twelve ( 12) month period, in addition to all other remedies available to the Authority, then the Renewal Option shall automatically, and withoul further action on the pan of any ofthe Parties, terminate and be of no further force and effect. 5.RENT. A. Rental Rale. The rental rate to be paid by Tenant for the Premises under this Lease shall be $0.25295 per square foot ofland per annum. Tenant hereby covenants and agrees to pay this stated per square foot of land rental rate for the Premises, which Tenant agrees contains 57,237.84 square feet of land. The rental payments from the Effective Datetothe immediately following October lst ofthis Lease shall be made in equal monthly installments of $1,206.52 (the "Base Rental"), plus applicable sales or other tax, all due in advance on the first day ofevery calendar month (the "Due Date") during the Lease NAA Form (revised May 2023) C. Possession upon Expiration. Upon expiration or termination ofthis Lease as herein provided, in accordance with Subsections ll.C and 25.8 hereof, Tenant hereby waives any demand for possession of the Premises or any slructure or improvement then situated thereon or adjacent thereto, including without limitalion improvements made al Tenant's expense, and Tenant agrees to vacate and retum the Premises and all structures and improvements situated thereon or adjacent thereto to the Authority peaceably, quietly and in good order and condition, ordinary wear and lear excepted, and shall deliver the keys to lhe Premises to Authority at its offices described above. Time is ofthe essence under this Lease. Page 5538 of 7162 Term. Payment shall be made in cleared funds by cash, check or electronic transfer regularly and monthly without notice from Authority during the Lease Term. B.Increase in Rental Rate. The rental rate under this Lease shall at no time be less than the Base Rental. The Authority and Tenant, however, agree and stipulate that the rental rate under this Lease may be unilaterally increased by the Authority, annually, effective October I st of each year at lifty percent (50%o) of the rate set forth in the Authority's Rates and Charges on file in the offices of the Authority's Executive Director (collectively the "Rates and Charges"). Tenant understands and agrees that adjustments in the renlal rates hereunder as set forth in the Rates and Charges may be based on, among other things, (i) changes in the United States Deparlment of Labor, Bureau of Labor Slatistics, Consumer Price Index (the Index for U.S. City Average for Urban Consumers), (ii) leasehold valuation changes determined by appraisals of the Premises or other property at the Airport or (iii) such other factors or methods as deemed appropriate from time Io time by the Authority in its sole discretion. The Rates and Charges are incorporated into this Lease and are made a part hereof. Tenant acklowledges and agrees that Ihe Rates and Charges may be implemented and amended from time to time by the Authority in its sole and absolute discretion without notice to Tenant. C. Place of Payment. Unless otherwise authorized in writing by the Authorify, all rents and fees shall be made payable to the "City of Naples Airport Authority," and mailed by first class mail, postage prepaid, wired or personally delivered, to the Adminislrative Ofiices at 160 Aviation Drive North, Naples, Florida 34104, or such other address as the Authority may designate, in writing. 6.LATE FEES AND CHARGES. A. Right to Leeal Proceedings. ln the event Tenant fails to deliver to the Aulhority the rent. taxes, fees, arnounts or information as required to be paid or delivered under the provisions ofthis Lease so that they are received by the Authority later than the tenth ( loth) day ofeach calendar month, Ihe Authority reserves the right to commence any and all legal proceedings, including default or eviction proceedings, in accordance with the laws ofthe State of Florida. B. Interest Due. On each rental payment received after the Due Date under this Lease, and for all other amounts due but unpaid under this Lease, Tenant shall pay interest on such unpaid amounts at the maximum interest rate permitted by law in the State ofFlorida; provided, however, that this provision shall not be construed to create an obligation for Tenant to pay a usurious rate of interest to Authoriry. C. Authoritv's Rieht to Terminate. The inclusion ofan obligation for Tenant to pay the Authority late charges and interesl shall not preclude the Authority from terminaling this Lease for Tenant's non-payment of rent, amounts due for fees, taxes, expenses or charges, or from enforcing any other provisions contained herein. 7. RIGHT OF Tf RMINAT ION OR RELOCATION. The Authori ty reserves and has the right to terminate all or portions of this Lease upon giving Tenant not less than twelve (12) months' prior written notice, if termination is deemed necessary by the Authority in its sole discretion to implemenl any phase or portion of any master or strategic plan of the Airport adopted by Authority; provided; however' before such termination of this Lease, the Authority may make available and offer Io Tenant in its sole discretion, forthe balance ofthe Lease Term, upon the same terms and conditions as set forth in this Lease, altemate premises located within the Airport, including structures and improvements equal to or grealer in size than the area ofthe Premises. After the Authority gives Tenant notice of its intent to terminate this Lease pursuant to this provision, the Authority shall elect in writing in its sole discretion one of the following options: NAA Form (revised May 2023) @ Page 5539 of 7162 (i)Relocatio . In the event that (a) the Authority elects to relocate Tenant pursuant to this provision and (b) Tenant and the Authority mutually agree in writing to such relocation, then (i) such new location shall be substantially similar in size and utility to the Premises hereby leased; (ii) the Authority shall pay the actual expenses of moving Tenant's furnishings, fixtures and equipment, including any telephone or communication lines or technology costs associated with such relocation; and (iii) such relocation shall be performed in accordance with a schedule reasonably acceptable to both Parties in order to minimize interruption ofTenanl's conduct ofbusiness at the Premises; or (ii)Termination. ln lhe event that (a) the Authority elects to fully lerminale this Lease without relocating Tenant or (b) Tenant and the Aulhority are unable to mutually agree in writing to a relocation (after the Aulhority gives Tenant written notice of its election lo relocate Tenant) pursuant to SubsectionT(i), then in either event, as Tenant's exclusive remedy, and in lieu of any other claims for costs, expenses and damages of any kind related to the Authority's election to terminate, Tenant shall be entitled to compensation for the fair market value of the leasehold interest and improvemenls on the Premises taken for the balance of the Lease Term (the "Compensltion Valuation"), as determined by a qualified licensed appraiser selected by lhe Authority in its sole discretion (the "First Appraiser"). In the event that Tenant does not agree with the Compensation Valuation determined by the First Appraiser selected by the Authority. then Tenant shall have the right, at Tenant's sole expense, to select a second qualified licensed appraiser (the "Second Appraiser"); provided, however, if Tenant fails for any reason to select lhe Second Appraiser within fourteen ( l4) days after written demand from the Authority, then the Compensation Valuation determined by the First Appraiser selected by the Authority shall be binding on Tenant. Ifthe First Appraiser and Second Appraiser cannot mutually agree in writing on the Compensation Valuation within thirty (30) days after the Second Appraiser was selected, then a third qualified licensed appraiser (Ihe "Third Appraiser") shall be mutually selected by the First Appraiser and Second Appraiser or, failing their mutual agreement within fourteen (14) days after written demand from the Authority or Tenant, by the Miami, Florida office ofthe American Arbitration Association. The expense ofthe Third Appraiser shall be divided equally between the Authority and Tenant. The Compensation Valuation separately determined by the First Appraiser, Second Appraiser and Third Appraiser (each individually an "Appraiser" and collectively the "Appraisers") shall be provided in writing to the Authority and Tenant within thirty (30) days after the Third Appraiser was selected. The Authority and Tenant covenant and agree that the Compensation Valuation ofthe Appraiser most different from the average ofthe other two (2) Appraisers shall be discarded and such average Compensation Valuation shall be binding on the Authority and Tenant. Tenant hereby waives, disclaims and releases any and all claims for costs, expenses and damages against the Authority related Io termination of this Lease hereunder, except for lhe compensation provided for in this Subsection 7(ii). In addition, subject to Subsection l0.E hereof, Tenant may elect to terminate this Lease with at least one hundred eighty ( 180) days prior written notice to the Authority ifand only if Tenant either (i) ceases to directly provide or operate (and as such no longer needs any aircrafl hangars for) emergency air ambulance services or (ii) materially reduces or expands the emergency air ambulance services that Tenant directly provides or operates and, as a result, the Premises is no longer reasonably suitable for such reduced or expanded emergency air ambulance services. It.PERMITTED USE OF PREM!iES. Conditioned upon Tenant's payment ofthe rental rate under this Lease, applicable taxes, fees and all other amounls due hereunder and performance of all covenants, agreements, obligations and conditions required under this Lease and applicable law, Tenant shall and may continue to peaceably enjoy the Premises. Such quiet enjoyment is further subject to and conditioned upon Tenanl adhering to all terms and conditions ofthis Lease, including, without limitation, the following covenants and obligations: NAA Form (revised May 2023) -4 Page 5540 of 7162 A. Permitted Use. Subject to the terms and conditions of Section 9 of this Lease, Tenant agrees that the Premises shall be used only for the operation of an aircraft hangar, including office space and./or related aviation facilities, for the sole purpose of providing emergency medical services, including emergency air ambulance services as Collier County "MedFlighf'(the -Permitted Use"); and Tenant acknowledges, covenants and agrees that no other use or occupancy is authorized or shall be permitted except the Permitted Use. The Authority retains full control over the activities conducted on the Premises by modiling, amending and interpreting the Authority's Rules and Regulations (as hereinafter defined) and Minimum Standards (as hereinafter defined). C. Exclusive Use of Premises for Aircraft Hangar for the Permined Use. Tenant agrees that Tenant shall only use the Premises as a non-commercial aircraft hangar for the Permined Use, by which is meant a place to store airworthy aircraft owned by Tenant, equipment related to such aircraft and related aircraft management office space for the Permitted Use. Tenant acknowledges and agrees that (i) the Premises shall at all times be used primarily for storage of airworthy aircraft owned by Tenant fu1 the Permitted Use and (ii) ifTenant for any reason fails to store airworthy aircraft owned by Tenanl for the Permitted Use in the Premises for a continuous period in excess of six (6) months, then such failure shall constitule a non-monetary default subjecl to the remedies set out in Section 27 ofthis Lease. 9. LIMITS ON USE A. Unauthorized Enterorises and Activities. Notwithstanding anylhing in this Lease to the contrary, the operation of any enterprise or activity on the Premises other than lhe Permitted Use is prohibited; provided, however, it is specifically agreed that nolhing herein shall be construed as prohibiting Tenant from allowing its own employees, or an aircraft warranty service provider approved by the Authority, from performing services on Tenant's own aircraft in its hangar on the Premises for the Permitted Use so long as the performance ofall such services shall be conducted in accordance with Federal Aviation Regulations, the Authority's Rules and Regulations, the Authority's Minimum Standards and applicable law- B. No Exclusive Ris.hts. lt is s pecifically understood and agreed that nothing herein contained shall be construed as granting or authorizing the grant of an exclusive right to Tenant of any aeronautical activity within the meaning ofsection 308 ofthe Federal Aviation Act. C. Activitv. Tenanl shall not engage in any aeronautical aclivities other than the Permitted Use as permitted and described in Sections 8 and 9 oflhis Lease. D. Rule Compliancq. Tenant shall not en gage in any Permined Use or olher activities that violate or depart from the provisions and intent of the Authority's Rules and Regulations and Minimum Standards. 5 NAA Fo.m (revised May 2023) B. Non-Exclusive Use. Tenant, as well as Tenant's agents, employees and invitees, are permitted the non-exclusive use of all runways, taxiways, taxi lanes, roads, rights-of-way, sidewalks and driveways to and from the Premises in common with other Airport users. Tenant has the right to free access, ingress to and egress from the Premises. The Authority may, at any time, temporarily or permanently close or consent to the closing of any roadway or other right-of-way for such access, ingress or other area ofthe Premises presently or hereafter used as such. ln such a case, a means ofaccess, ingress and egress reasonably equivalent to that formerly provided shall be subslituted and concurrently made available. Page 5541 of 7162 E. Statutory Compliance. Tenant agrees that it will not use, nor permit the Premises to be used, for any unlawful purpose, defined to include conduct or activity prohibited by Federal, State, local law or ordinance or the Aulhority's Rules and Regulations and Minimum Standards. F. Spatial Limitations. This Lease confers no rights to the subsurface ofthe Premises or any areas adjacent thereto more lhan five (5) feet below the ground level or to the airspace above the existing rooftop ofany structural improvement that is or becomes part ofthe Premises or any areas adjacent thereto (including the hangar and/or related aviation facilities on lhe Premises). G. Riehts ofAuthorifv. The Authority resewes the right to close the Airport or any portion thereot including without limitation the runway, taxiway. taxilane, apron, terminal buildings and automobile parking facilities, when necessary or convenient in the Authority's sole discretion to further the Authority's management of the Airport. H f rh rit to Sell Aviation Fuels and Self I'ueli License. Notwithstanding anything in this Lease or any other written or verbal agreement to the contrary, Tenant acknowledges and agrees that the Authority, as the Airport sponsor, has the proprietary exclusive right to sell all aviation fuels at the Airport. Tenant covenants and agrees that Tenant and Tenant's agents, employees and invitees shall be prohibited from dispensing any aviation fuel at the Airpofl except as expressly approved in advance by the Aulhority pursuant to a revocable license signed by the Executive Director (or other person designated by the Executive Director) ofthe Authority ("Self Fueling License") issued in accordance with the Authority's Private Self Fueling License Guidelines And Standards, as modified from time to time in the Authority's sole discretion, on file in the office of the Authority's Executive Director (collectively the "Self Fueling Guidelines"). The Self Fueling Guidelines are incorporated into this Lease and by reference made a part hereof. The Premises or other land located at the Airport leased by Tenant or Tenant's affiliates may now or hereafter include a fuel farm or other fuel storage facility and equipment (collectively "Fuel Farm"); provided, however, the existence ofany Fuel Farm shall not increase or olherwise enhance in any manner the self-fueling rights and privileges ofTenant. Tenant understands and agrees that any and all dispensing ofaircraft fuel or other fueling operations by Tenant or Tenant's agents, employees and invitees shall be (i) subject to and conditioned upon Tenant obtaining and maintaining a Self Fueling License and (ii) conducted in slrict compliance with the requirements and conditions delineated in the Self Fueling Guidelines, the Authority's Rules and Regulations and the Authority's Minimum Standards. l. Voluntary eudqw Hous. In order to miti gate noise and other impacts ofthe Airport on the community, the Airport has implemented a voluntary nighttime aircraft flight curfew (i.e., quiet hours) between the hours of l0:00pm and 7:00am (Eastern Time) (the "Voluntary Curfew Hours"). Tenant acknowledges, covenants, agrees and warrants to the Authorily as follows: (a) Tenant and Tenant's Affiliates (as hereafter defined) shall at all times use their reasonable best efforts to avoid aircrafl departures from or aircraft anivals at the Airport during the Voluntary Curfew Hours; and (b) Tenant shall use its reasonable best efforts to provide notice of and promote compliance with the Voluntary Curlew Hours to and by all employees, pilots. agents, customers and passengers of Tenant and Tenant's Affiliates who schedule, control or travel aboard flights to or from the Airport. With respect to this Subsection 9.1, the question of whether "reasonable best efforts" were used will depend on consideration ofthe totality ofthe iircumstances regarding the operations of Tenant and Tenant's Affiliates at the Airport, the overall operations at the Airport and other relevant factors. As used herein, "Tenant's Affiliates" shall mean and include any entity or other party that direclly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Tenant and that now or any time hereafter is (i) operating at the Airport (including the Premises), (ii) flying to or from the Airport, (iii) reserving, scheduling, coordinaring, supponintor otherwise accommodating flighls lo or from the Airpon and/or (iv) using or otherwise ficilitiiing use of the Airport (including the Premises). Nothing in this Subsection 9.1 shall be NAA Form (revised MaY 2023)-6- Page 5542 of 7162 deemed to be a waiver or agreemenl by the Authority to any occupancy or use ofthe Premises by Tenanl's Affiliates and any and all such occupancy or use must be authorized or approved in accordance with all other terms, conditions, covenants, obligations and provisions ofthis Lease. IO. CONDITION OF PREMISES AND PERIODIC REHABILITATION. A. Acceptance ofPresent "As Is" Condilie!. Tenant has occu pied the Premises under the Existing Leasehold Agreement. and Tenant hereby accepts the Premises, and all improvements and appurtenances thereto in addition to lhe land, in their present "as is" condition as suitable for the purpose for which the Premises are leased under this Lease. B. Contamination. Tenant shall be responsible for any damage to or contamination ofthe Premises occurring or discovered during Tenant's tenancy whether or not due to the acts or omissions of Tenant. its officers, employees, business invitees or assigns, in violation of any State, Federal or local law or regulation, and will decontaminate the Premises at its own expense ifa violation ofFederal, State or local law is charged. Tenant shall either document decontamination or provide to the Authority satisfactory evidence that the Premises is nol contaminated. The Premises shall 491 be deemed to be decontaminated until the Authority so states in a written document addressed to Tenanl. C. No Liabilitv. The Authority shall not be liable for any damages or loss suffered by Tenant, or for injuries to persons or the Premises. Periodic Rehabilitation Required of Tenant. Tenant agrees that (i) on a dateD, between thirty (30) and eighteen ( I 8) months prior to the Expiration Date of this Lease and (ii) if Tenant Iimely exercises the Renewal Option. on a date between thirty (30) and eighteen ( I 8) months p or to the expiration of the Renewal Term of this Lease (each such date an "Inspection Deadline") Tenant shall, at Tenant's sole cost, deliver to the Authority a detailed written inspection report ofthe condition ofall ofthe improvements on or adjacent to the Premises (including the hangar and/or related avialion facilities on the Premises) (the "Inspection Report") prepared by an independenl commercial building inspector, architect, engineer or general contractor licensed by the State of Florida (the "Inspector") and certified to the Authority. Each Inspection Report shall be in a form acceptable lo the Authority and report on the structural, mechanical, electrical and other components of all of the improvements on and adjacent to the Premises (of both the exterior and interior ofthe hangar and/or related aviation facilities on the Premises), including, but not limited to, the following: ( l) air conditioning (HVAC) systems (ifapplicable); (2) doors, including the hangar doors, and hardware; (3) electrical systems; (4) elevators (if applicable); (5) exterior lighting systems; (6) signage; (7) fire sprinkler systems (if applicable); (8) security fences; (9) landscape/sprinkler systems; ( l0) moisture penetration; (l l) mold/mildew incursion; (12) paving (parking. apron and tarmac); (13) plumbing systems (if applicable); (14) roofing systems; (15) site drainage; (16) smoke detectors; (17) struclural components; (18) termite infestation; (19) windows and hardware; (20) appearance and cosmetic items; and (2 I ) repair and maintenance recommendations. Subject to Section I I hereof. Tenant covenanls and agrees within ninety (90) days of each lnspection Deadline to (a) remediate and repair, at Tenant's sole cost, any and all repair and maintenance recommendations and other deficiencies noted in the lnspection Report and (b) deliver to the Authority a written certification from the lnspector in a form acceptable to the Authority that all such repair and maintenance recommendations and other deficiencies noted in the Inspection Report have been fully completed by Tenant; provided, however, ifthe full completion ofall such repair and maintenance recommendations and other deficiencies noted in the lnspection Report requires more than ninety (90) days, then Tenant shall have an additional and final ninety (90) day period commencing immediately upon expiration of the initial ninety (90) day period so long as Tenant is continuously and diligently taking all action necessary to fully complete all such repair and maintenance recommendations and other deficiencies noted in the lnspection Report as soon as reasonably practical within such additional and final ninety (90) day period. Tenant understands and agrees NAA Form (revised May 2023) -1-@ Page 5543 of 7162 lhal if all such repair and maintenance recommendations and other deficiencies noted in the Inspection Repon are not fully and timely completed by Tenant in accordance with the terms and conditions hereof then this Lease shall, at the sole option ofthe Authority, terminate and Tenant shall surrender the Premises in accordance with Section 25 herein and all other provisions ofthis Lease. E.Rehabilitation Reouired by Tenant U Term ln at on Should Tenant exercise its lermination oplion described in Section 7 hereof, Tenant shall be required to obtain and provide the Authority an Inspection Report consistent and in compliance with the procedures and requirements outlined in Subsection l0.D hereinabove within ninety (90) days after providing the Authority written notice of Tenant's exercise of such termination option (the "Termination Inspection Report"). Subject to Section I I hereof, Tenant covenanls and agrees that, prior to Tenant's surrender of the Premises and termination of this Lease pursuant to Section 7 hereinabove, Tenant shall be required to (a) remediate and repair, at Tenant's sole cost, any and all repair and maintenance recommendations and other deficiencies noted in the Termination Inspection Report and (b) deliver to the Authority a written certification from the lnspector in a form acceptable to the Authority that all such repair and maintenance recommendations and other deficiencies noted in the Termination Inspection Report have been fully completed by Tenant. F. No Representations by the Authority. Tenant further acknowled ges that no representations as 10 the condition ofthe improvements, structures, paving or the geology of the soil on or adjacent to the Premises, expressed or implied, have been made by the Authority, its officers, employees or agents prior to or on lhe Effective Date ofthis Lease. A. Construction Activiw. Tenant shall not commence or conduct any additional or new construction or work, or alter, maintain or repair the Premises, including the hangar and/or relaled aviation facilities on the Premises or any other existing improvements thereon and thereto, which either (a) cost greater than One Hundred Thousand and 00/100 Dollars ($100,000.00) or (b) modify in any way the exterior appearance thereof without the Authority's prior written approval, which approval may not be unreasonably denied; provided, however, that adequate security, letters of credit, bonds and/or guaranlees of payment and performance of such conslruction, work, alteralions, maintenance and repairs, as deemed appropriate in the sole and absolute discrelion of the Authority, are provided, executed and delivered. Tenant covenants and agrees that all construction, work, alterations, maintenance and repairs, regardless of the cost thereof, shall be constructed and installed in strict accordance with all applicable statutes, ordinances and building codes, the Authority's Rules and Regulations, the Authority's Minimum Standards and the regulations of any other authority thal may have jurisdiction over the Premises and Tenant's operations. Tenant is solely responsible for determining and obtaining all necessary permits and approvals, and for paying any and all fees required, for the construction, work, alterations, maintenance and repairs. The Authority's approval of (or failure to review) Tenant's plans and specifications does not constilute a representation or warranty as to their conformity with the zoning, building standards, codes, requirements or other obligations ofthe City ofNaples, State of Florida Federal Aviation Administration ("FAA"), South Florida Water Managemenl District or any other required govemmental or non-governmental agencies or parties. Without limiting the generality ofthe foregoing, if required by applicable law or regulation, Tenant shall file for and obtain (prior to the Authority's written approval ofTenant's proposed construction, work, alterations, maintenance or repairs) (i) an airspace determination from the FAA and (ii) any and all necessary environmental delerminations. Nothing in this Subsection I l.A shall prohibit Tenant from making emergency repairs to the extent necessary to protect malerial improvemenls on or to the hemises from suslaining immediate damage or loss; provided, however, (i) Tenant shall request the Authority's approval of such emergency repairs in writing as soon reasonably practical but in no event more than thirty (30) days afler commencing IJ @ NAA Form (revised May 2023) 1I. CONSTRUCTION ACTIVITY AND VESTING OF IMPROVEMENTS. Page 5544 of 7162 such emergency repairs (and the Authority's approval of such emergency repairs may not be unreasonably denied, delayed or conditioned) and (ii) all such emergency repairs shall be constructed and installed in strict accordance with all applicable statutes, ordinances and building codes. the Authority's Rules and Regulations, the Authority's Minimum Standards and the regulations of any other authority that may have jurisdiction over the Premises and Tenant's operations. B. Contractor Insurance Reouirements. Every general conlractor, subcontractor and other party performing any construction, work, alterations, maintenance or repairs or about the Premises, regardless ofthe cost thereof, shall be required to secure and deliver to the Authority appropriate insurance certificates showing evidence of (i) general liability, automobile, workers' compensation and such other types of insurance with minimum coverage amounts as may be required from time to time by the Authority in its sole discretion and (ii) the "City of Naples Airport Authority, a political subdivision ofthe State of Florida" being named as an additional insured under each such insurance policy. C. Vesting of loptovq!08!l!s. Tenant further agrees that all right and title to (i) the hangar and/or related aviation facilities on the Premises and any other improvements on and to Premises as of the Effective Date and (ii) any and all improvements, construction, work, aherations, maintenance, repairs and additions made on or to the Premises during the Lease Term shall vest in the Authority upon installation, shall not be removed and shall remain on the Premises as the property of the Authority upon the expiration or termination of this Lease. 12.NO LIEN ON THE AUTHORITY'S I NTEREST IN THE PREMISES AND DISCHARG E OF LIENS. A. The interest ofthe Authority in the Premises and the Airport is not subject to liens for improvemenls or alterations made by Tenant. The Authority hereby notifies all general contractors, subcontractors, materialmen, lienors and other parlies that any Iien claimed as the result of improving (or fumishing labor, services or materials to) the hemises or areas adjacenl thereto pursuant to a contract with Tenant or any other party (other than the Authority) shall exlend to, and only to, the right, title and interest in and to the hemises or any areas adjacenl thereto, ifany, ofTenant or other party who contracted for the improvements. This Subsection shall be construed so as to prohibit, in accordance with Section 713.10, Florida Statutes, the interest of the Aulhorify as lessor in lhe Premises and areas adjacenl therelo being subject to any liens for improvements made by Tenant or any other parties. ln accordance with Section 713.10, Florida Statutes, the Authority shall have the right to post on the Premises and record in the public records notices of non-responsibility and such other notices as the Authority may reasonably deem proper for the protection ofthe Authority's interest in the Premises and the Airport. Upon requesl, Tenant agrees to execute and deliver a notice or memorandum of lease, including some or all of the terms of this Subsection, to be recorded in the public records. Notwithstanding anything in this Lease to the contrary, Tenant acknowledges, warrants, covenants and agrees (a) that the interest of the Authority shall never be subject to liens for improvements made by Tenant or any other parties, (b) that Tenant shall notify all general contractors, subcontractors, materialmen, lienors and other parties making any improvements (or iumishing labor, services or materials) to the Premises or areas adjacent thereto of the provisions of this Subsection which prohibit the interest ofthe Authority as Iessor in the Premises and areas adjacent lhereto being subject to liens for improvements made by Tenant or any other panies and (c) to execute immediately upon the iuthority's request from time to time a written notice in recordable form that complies with all of rhe requirements of Secion 713.10, Florida Statutes, and is otherwise acceptable to the Aulhority in its sole discreiion. Withour limiting the generality ifthe foregoing, within five (5) days ofthe Authority's request, Tenant shall execute with the formalities for recording aNotice Pursuant To Florida Statutes Section 7 13. l0 in rhe form of E!!!i!E attached hereto and made a part of this Lease and deliver the executed original thereof to the Authority. @ NAA Form (revised MaY 2023) 9- Page 5545 of 7162 B. Without limiting the effect or requirements ofSubsection I 2.A hereoi Tenant shall not cause or allow any lis pendens, construction, labor, mechanic's or materialman's lien to be filed against the Premises, the Authority or the Authority's real or personal property. ln the event oflhe filing ofany lien, or any other charge whatsoever against the Premises, the Authority or its property, Tenant shall immediately take all necessary action to secure the release of same and shall provide, at Tenant's expense, all bonds, security or undertakings to accomplish the release of such liens. In the event Tenant fails to secure the release of any such liens wilhin thirty (30) days of notice thereof, the Authority shall have the right, but not the duty or obligation, to take any action it deems appropriate to secure the release of any such lien including paying the underlying obligation to the lienor. Tenanl agrees to indemnify and hold the Authority harmless from all liability, damages associated with this requirement, expense and costs, including reasonable attomey's fees. At all times during the Lease Term, Tenant hereby agrees to observe and comply wilh, aI its own expense, all laws, policies, ordinances, rules, and regulations promulgated by the Authority and any other appropriate City, County, Slate, or Federal authority or agency having jurisdiction over the Airport or the Premises described in this Lease including: A. Rules and Regulations. Tenant shall observe and com ply with the Authority's Rules and Regulations for the Naples Municipal Airport, as from time to time amended, on file in the office of the Authority's Executive Director (collectively the "Rules and Regulations"). The Rules and Regulations are incorporated into this Lease and by reference made a part hereof. Tenant acknowledges that the enforcement of the Rules and Regulations by the Authority constitutes the proper exercise of the Authority's police power pursuanl lo the City ofNaples Airport Authority Act ofthe Florida Legislature in 1969, as amended. The Rules and Regulations may be amended at any time, in the sole and absolute discretion of the Authority, including such reasonable and uniform landing fees, rates or charges, as may from lime Io time be levied for airfield operations, privileges and or services provided at the Airport, in its sole and exclusive discretion, or in accord with the directives of the Authority's Executive Director (or other person designated by the Authority's Executive Director). B. Minimum Standards. Tenant shall observe and com ply with the Authority's Minimum Leasing and Operating Slandards for the Naples Municipal Airport and any and all other rules and requirements on file in the offices ofthe Authority's Executive Director (collectively the "Minimum Standards"). The Minimum Standards are incorporaled into this Lease and are made a part hereof. The Minimum Standards may be implemented and amended from time to time by the Authority in its sole and absolute discretion without nolice to Tenanl. Tenanl shall also comply with any and all applicable govemmental statutes, orders, guidelines, rules and regulations. I4. AIRPORTOPERATIONS. A. Conduct ofBusiness by Tenant. In the use ofthe Premises pursuant to this Lease, Tenant shall conduct its operations in a lawful, ethical, orderly and proper manner so as not to interfere with the rights and privileges of others at the Airporl and shall be responsible for the conduct, demeanor and appearance of its employees and invitees and of those doing business with Tenant. Upon receipt of complaints concerning the conduct of its business, Tenant shall immediately address such complaints and correct any improper or otherwise inappropriate conduct as required by the Authority. NAA f'orm (revised May 2023) - l0 - @ I3. RULES AND REGULATIONS AND MINIMUM STANI)ARDS. Page 5546 of 7162 B. Care of Aircraft. The responsibility for setting brakes, placing chocks, or otherwise securing any aircraft is solely that of the Tenant. Authority is under no obligation to move Tenant's aircraft into or out ofthe Premises. Ii at Tenant's request, the Authority does so move said aircraft, Tenant shall assume all risk ofany and all damage or loss occasioned thereby and shall pay the designated fee to lhe Authority. C. Airport Hazards or Nuisances. Tenant agrees Io refrain from any acl or omission which would interfere with or adversely affect the operation or maintenance ofthe Airpon, disturb the quiet enjoyment of the use of the Airport or surounding property or otherwise constitute an Airport hazard or nuisance. Activities which may constitute airport hazards or nuisances include, without limitation, any activity on or adjacent to the Premises which directly or indirectly (i) produces unlawful or inappropriate amounts or levels of chemical, biological or electromagnetic radiation, air pollution (i.e., gasses, particulate matter, odors, fumes, smoke or dust). water pollution, noise, glare, heat emissions, radioactivity, electronic or radio interference with navigation and communication facilities for the operation of the Airport and its use by aircraft. trash or refuse accumulalion, vibration, prop-wash orjet blast or (ii) is unlawful, hazardous, dangerous or otherwise a nuisance by reason or risk of explosion, fire, harmful emissions, noise or olherwise. l5 I'LAMMABLE MATERIALS. Flammable or explosive gases, Iiquids or solids shall not be allowed, kept or used on or adjacent to the Premises except that aviation fuel may be stored in (i) a Fuel Farm located on the Premises, (ii) the internal fuel tanks in Tenant's aircraft or (iii) other fuel transportation related equipment, in which event any such substances shall be delivered in amounts, and stored and used, as approved by Authority subject to and in strict accordance with the Authority's Rules and Regulations, the Authorily's Minimum Standards, the Aulhority's Self Fueling Guidelines, the rules of the Florida [nspection and Rating Bureau and all other applicable statutes, guidelines and ordinances in force and effect during the Lease Term. Tenant understands that good maintenance and repair is its leasehold obligation, and Tenant agrees to perform and comply with all ofthe following: A. Waste. Tenant shall not commit, nor sufier to be committed, any waste or contamination on or adjacent to the Premises, including physical damage to the Premises, either negligent or intentional, and Tenant shall not fail to repair and maintain the Premises aI all times in good order and condition. @ NAA Form (revised May 2023) - ll - D. Based Aircraft Report. Tenant shall furnish to the Authority, within seven (7) days upon the Authority's written request from time to time, a report of all aircraft located on or about the Premises. Such report shall include, at a minimum, the following items: aircraft type, make, model, registration number and any other information as may reasonably be requested by the Aulhority's Executive Director (or other person designated by the Authority's Executive Director). I6. WASTE. MAINTENANCE, REPAIR AND CLEANLINESS OF PREMISES. B. Tenant's Maintenance. Reoair and Replacement Obligations. Throughout the Lease Term, Tenant shall keep and maintain, at its own cost and expense, the entire Premises, including all and any improvements, fixtures, equipment, pavement and landscaping thereon and adjacent thereto (including the hangar and/or related aviation facilities on the Premises), in good order and repair, as determined and required by the Authority. Subject to the lerms and conditions ofSection I I herein, Tenant shall make all necessary repairs and replacements to the Premises and all improvements thereon and adjacent thereto (including the hangar and/or related aviation facilities on the Premises), including, without Page 5547 of 7162 Iimitation, all structural and non-structural repairs and replacements, including repairs and replacements to building interiors, building exteriors, pavement (including all apron, taxiways, taxilanes, roadways, driveways), landscaping, site improvements, fixtures. facilities and equipment, and shall replace all broken glass. All painted exterior surfaces and other surfaces requiring treatment ofany kind must be maintained in good condition and must be repainted or treated when reasonably required to preserve the structure and to maintain high standards of appearance at the Airport. All maintenance, repairs and replacements must be ofa quality substantially equal to or better than the original materials and workmanship. Any changes in exterior colors are subject lo the prior written approval ofthe Authority. C. Mold Prevention and Remediation. Because mold spores are present essentially everywhere and mold can grow in almost any moist location, Tenant acknowledges its obligation hereunder to adopt, undertake and enforce vigilant maintenance, ventilation and moisture control practices for all buildings and other improvements on the Premises (including the hangar and/or related aviation facilities on the Premises) to prevent mold (collectively "Mold Prevention Practices"). Tenant, at all times during the Lease Term at its sole expense, shall keep and maintain the Premises and all buildings and improvements thereon or adjacent lhereto (including the hangar and/or related aviation facilities on the Premises) in good order and condition in accordance with the Mold Prevention Practices, and Tenant agrees that the control of moislure, and the prevention and remediation of mold, are integral obligations ofTenant underthis Lease. Without limiting the foregoing, Tenant, at its sole expense, shall: (i) regularly monitor the Premises and the interior and exterior of all buildings and improvements thereon or adjacent thereto (including the hangar and/or related aviation facilities on the Premises) for the presence of mold and any other conditions that reasonably can be expected to cause or result from mold, including, bul not limited to, observed or suspected instances of water damage, condensation. seepage, Ieaks or any other water penetration (from any source, intemal or extemal), mildew or mold growth, repeated complaints of respiratory ailments or eye irritation by Tenant's employees, agents, invitees or any other occupants of the Premises, or any notice from a governmental agency regarding air quality or other mold conditions at the Premises (collectively "Mold Conditions"); and (ii) immediately notify the Authority if Tenant observes, suspecls or has any reason to believe that any Mold Conditions exist at the Premises or any of the buildings and other improvements thereon or adjacent thereto (including the hangar and/or related aviation facilities on the Premises). Ifthe Authority has any reason to suspect that any Mold Conditions exisl at the Premises or any ofthe buildings and other improvements thereon or adjacenl lherelo (including the hangar and/or related aviation facilities on the Premises), then the Authority may enter the Premises and the buildings and other improvements thereon or adjacent thereto (including the hangar and/or related aviation facilities on the Premises) Io perform any inspections or tests, at Tenant's sole expense, to determine whelher such suspicion is correct. If any Mold Conditions are determined to be present at the Premises or any of the buildings and other improvements thereon or adjacent thereto (including the hangar and/or related aviation facilities on the Premises), then Tenant, at its sole expense, shall be required to hire a contractor lhat specializes in mold remediation ("Mold Contractor") to prepare, conduct and complete a remedialion plan for the Premises and the buildings and other improvements thereon or adjacent therelo (including the hangar and/or related aviation facilities on the Premises) ("Remediation Plan"). The Mold Contractor and Remediation Plan shall be subject to the prior written approval of lhe Authority. Subject to compliance with all other applicable requirements under this Lease, upon the Authority's written approval of the Mold Contractor and Remediation Plan, the Mold Contractor shall promptly carry out and complete all of the work contemplated in the Remediation Plan in accordance with all applicable laws, ordinances and regulations. Within ten (10) days after the Mold Contractor finishes providing services at the Premises, Tenant shall deliver to the Authority a written certification from the Mold Contractor in a form acceplable Io lhe Authority that all remediation and other work required in the Remediation Plan has been fully completed; provided, however, the Authority shall have the right to require additional inspections or tests from time to time, at Tenant's sole expense, to confirm Mold Conditions no longer exist at the Premises or any of the buildings and other improvements thereon or adjacent thereto (including the hangar and/or related aviation facilities on the Premises). @ NAA Fonn (revised May 2023) -12- Page 5548 of 7162 D.lr ement NN ice of Authori In addition to Tenant's obligations under Subsections 10. B and l0.C and other provisions ofthis Lease, within ninety (90) days of wrinen notice by the Authority Io Tenant, Tenant must perform all maintenance, repairs, remediation and replacements as directed by the Authority. E. Failure to Maintain. Repair. Remediate and Replace. In the event Tenant fails to promplly undeflake and satisry any of the maintenance, repair, remedialion and replacement obligalions required underthis Lease within ninety (90) days of written notice by the Authority lo Tenant, the Authority. in addition to all other remedies provided herein, shall have the right to enter the Premises, undertake such maintenance, repairs, remediation and replacements and recover one hundred ten percenl (l l0%) of its costs and expenses from Tenant. [f Tenant fails to reimburse the Authority for that amount within thirty (30) days of written demand, Tenant's failure to reimburse Authority shall constilute an additional default under this Lease. F. Clean. Safe and Sanitarv Premises. Tenant shall keep the entire Premises and all improvements thereon and adjacent thereto (including the hangar and/or related aviation facilities on the Premises) in a clean, safe and sanitary condition according to the Authority's Rules and Regulations, the Authority's Minimum Standards and all applicable govemmental statutes, ordinances, guidelines, rules and regulations and the direction of duly authorized public officers at all times during the Lease Term, all at Tenant's cost and expense. Tenant is responsible for removing all garbage, debris, contaminants and other waste material (solid or liquid) arising out ofTenanl's occupancy ofthe Premises or its operations. G. Solid Waste. Tenant further agrees to contract with a franchised solid wasle hauler to dispose of solid waste. Tenant shall be responsible for its own trash removal, dumpster maintenance, and construction debris removal at all times during the Lease Term. Any garbage, debris or waste which may be temporarily stored in the open must be kept in suitable garbage or waste receptacles equipped with tight fitting covers. In the event that the Authority removes or causes to be removed any waste from the Premises after Tenant's failure to remove the same, Tenant agrees to reimburse Authority at one hundred ten percent (l l0olo) ofthe cost of removal. H. Liouid Waste. Tenant shall provide, as necessary, a separate drainage, collection or separation system to ensure that no untreated liquid waste from any type of operalion be discharged directly into the soil or ground ofthe Premises, on any property adjacent lo the Premises or into any ofthe Airport's storm drainage, sanitary or other water systems, including petroleum products, solvents, aircraft cleaning residue and oil change operations. I. Vehicles. Tenant, its employees and invitees, shall not keep unlicensed or inoperable vehicles on any portion ofthe Airport, including the Premises. Operable bul unlicensed vehicles necessary to Tenant's aviation-related activities shall be permitted if and as otherwise allowed under this Lease and the Authority's Rules and Regulations and Minimum Standards. J. Damage Caused. Tenant agrees to immediately report to the Authority any damage Tenant, its invitees, visilors, agents, contractors or employees cause to the runways, taxiways, taxi lanes, roads, rights-of-way and driveways to and from the Premises which it uses in common with other Airport users. Tenant shall reimburse the Authority for the full cost ofrepairs lo these common areas caused by the Tenant or those using the Airport by or through Tenant. K,Sewer Service. Tenant shall pay the expense of providing City sewer service Io lhe Premises and shall connect its improvements to the sewer main. Tenant shall pay all costs ofconnecling, maintaining, repairing and replacing its improvements to the sewer including the installation ofthe laleral pipes, the hook-up fee and monthly charges as billed by the City ofNaples or the Authority to Tenant. NAA FoIm (revised May 2023) - l3 - Page 5549 of 7162 L. Fence. Tenant shall at all times during the Lease Term maintain a fence (which maintenance includes trimming and removal ofgrass, trees, landscaping and other objects ofnalural groMh at or near such fence) as part of the Airport perimeter fence line that complies with all FAA recommendations and any other requirements specified by the Authority. Tenant's portion ofthe fence line shall be specified and approved by the Authority. Tenant's portion ofthe fence shall be maintained at Tenant's sole cosl and expense. 17. STORM WATER DISCHARGE Tenant assures that no contaminants. pollution or hazardous material of any type will be discharged into the soil or ground oflhe Premises, onto propefty adjacent to the Premises or into the storm drainage, sanitary or olher water systems at the Airport, and aglees to be responsible for any discharge either by Tenant or by any of Tenant's agents or employees, during the entire Lease Term. Any fine or expense for remedial action required by the Authority, by any agency or agencies having jurisdiction, as a result of actions on or discharges from the Premises, will be charged to Tenant, and Tenant shall immediately reimburse Aulhority for these costs, including attomeys' fees. 18. SECURITY The Authority is under no obligation to provide security to the Premises. Tenanl may, at Tenant's sole expense, employ security personnel, install security lighting, or maintain alarm systems. lf Tenant elects to install outdoor lighting, Tenant must request permission from the Authority prior to installation. Security requirements are imposed on the Naples Municipal Airport by the FAA, Transportation Security Administration ("TSA") and other agencies having jurisdiction over the Airport. Tenant covenants and agrees to comply with all such security requirements, at Tenant's sole expense, including, without, limitation, installing and paying for security equipment and other improvements necessary to remain in compliance therewith; provided, however, if the Authority determines in its sole discretion that the Authority should directly install, pay for or otherwise mainlain and control such security equipment and other improvements, then Tenant shall be required to reimburse the Authority for all of its costs related thereto. In the event the Authority is fined or penalized by the FAA, TSA or any olher agency for a security violation caused by the negligence or omission of the Tenant, or any of Tenant's agents, employees or invitees, Tenant shall immediately reimburse the Authority in full for all such fines or penalties. Withoul limiting the obligations ofTenant under this Section 18, Tenant acknowledges and agrees thal the Authority may (in the sole discretion of the Aulhority), at the Authority's sole expense, install and remove from time to time its own security equipment and improvements (which are not otherwise required to be installed and paid for by Tenanl under this Section l8), including, without limitalion, cameras, gates, lighting and alarms, on or about the Premises and improvements located lhereon. A. Utilities. Tenant shall pay for all utilities with respect to the Premises or the occupancy thereof. including without limitation, all costs of electric, water, sewer, trash pick-up, refuse removal, telephone, intemet and other services. Tenant shall have the privilege, at its sole expense, to access any existing water, stormwater management, electrical, phone, intemet and other utility service facilities during the Lease Term. Should Tenant's operations at any time require additional or modified ulility service facilities, Tenant shall, at its sole expense, (i) construct, extend and/or relocate such utility service facilities to or within the Premises, (ii) obtain and/or relocate all necessary right-of-way easements NAA Form (revised May 2023) -t4-@ I9. I:TILIT}' SERVICES, T,,TXES,{ND FEES Page 5550 of 7162 or other entitlements from the Authority, City ofNaples, utility providers and/or other applicable authorities or providers and (iii) pay the cost for all labor, materials, fees and expenses related thereto. Nothing herein shall obligate Aulhority to provide or grant any utility service facilities, right-of-way easements or olher entitlements to Tenant that are not presently available to the Premises. B. Taxes and Feqs. Tenant shall pay when due all valid taxes, special assessmenls, excises, license fees and permit fees of whatever nature applicable to its operation or levied or assessed against the Premises or any improvements on or adjacent thereto (including the hangar and/or related aviation facilities on the Premises). Tenant shall obtain 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 Premises. Ifany federal, state or local property, sales, documentary stamp, intangible, excise or other taxes (including any related penalties and interest charges) shall now or hereafter become due with respecl to this Lease, the leasehold inlerest hereunder, the Premises, the rent, costs, fees and other amounts paid hereunder or any other circumstance relating hereto (collectively "Leasehold Taxes"), Tenant shall promptly pay the entire cost ofsuch Leasehold Taxes. Ifat any time required by the Authority in its sole discretion, Tenant shall include payment ofthe Leasehold Ta,res and any other taxes, special assessments, excise, license fees and permit fees with the rental payments required hereunder; provided, however, that Tenant shall in no circumstances by obligated to pay any taxes based on the net income ofAuthority. Tenant further a$ees nol to permit any such Leasehold Taxes or other ta,xes, special assessments, excise, license fees and permit fees to become delinquent. Tenant agrees to indemnify and hold the Authority harmless from and againsl any claim, action, suit, demand, cost, expense or liability of any kind, whether known or unknown, relating in any way to such Leasehold Taxes or other taxes, special assessments. excise, license fees and permit fees. 20. SIGNS. Tenant agrees that it will not allow any signs, cards or placards to be posted or placed on or adjacent to the Premises except signs acceptable to the Authority. All signs, cards or placards shall be approved in writing by the Authority's Executive Director (or other person designated by the Authority's Executive Director) in advance, and shall conform with all of the Authority's architectural standards and guidelines and ordinances of the City of Naples, Florida" and shall not extend above or beyond the walls and roofs ofthe buildings and improvements constructed on the Premises. Upon expiration ofthis Lease, Tenant shall remove all signs, cards and placards at the direction of Authority. 21. ASSIGNMENT.SUBLEASE.ALE AND ENCUMBRANCE. A. Assisnment, Subleasing, Sale,Encumbrance and Other Transfer bv Tenant Prohibited. Nolwithstandi ng an),thing herein to the contrary, Tenant shall be expressly prohibited from (a) assigning this Lease, (b) subletting the Premises or a portion thereof, (c) selling, encumbering or otherwise transferring its interest in this Lease, Ihe Premises or in any improvements thereon or adjacent thereto (including the hangar and/or related aviation facilities on lhe kemises) or (d) allowing any other persons or entities (except Tenant's authorized representatives approved by the Authority) to occupy or use all or any pan ofthe Premises or improvements thereon or adjacent thereto (including the hangar and/or related aviation facilities on the Premises). A sale, transfer or other conveyance ofany sortof(i)all orany portion of the Premises or improvement adjacent thereto, including all or any part of the hangar and/or related aviation facilities or other improvements on or adjacent to the Premises, or (ii) a sufficient amount of the legal, beneficial or equitable ownership in Tenant to constitute a charge in control (whether by merger, consolidation, reorganization or the transfer, redemption, cancellation and/or issuance of stock, membership interests, partnership interests, trust interests or otherwise), whether directly or indirectly, @ NAA Form (revised May 2023) - t5 - Page 5551 of 7162 voluntary or by operalion of law, or in one or a series of transactions, shall constitute an assignment ofthis Lease by Tenant which is prohibited under this Subsection 2l .A. Any assignment ofthis Lease, sublease, sale, encumbrance, transfer, occupancy or use by Tenant in violation of this Subsection 21.A is voidable and, at lhe Authority's election, constitutes a default ofthis Lease. B. Assienment or Encumbrance bv Aulh oritv Permitted-The Authority may assign, hypothecate, mortgage, pledge or otherwise encumber its interest in this Lease. The Authority may employ oulside management services for lease administration or any of its obligations under this Lease. 22. REPRESENTATIONS,RELEASE AND I N D E M N I FICATION. Tenant hereby represents and warrants to the Authority that as ofthe Effective Date (a) this Lease is in full force and effect and is binding upon Tenant, (b) Tenant is not in default under any of its covenants or obligations under this Lease, (c) Tenanl is the sole holder of the leasehold interest granted under this Lease, (d) the Authority has heretofore fully performed all of its obligations under this Lease and (e) Tenant has no defenses, claims or offsets against the Authority or against the obligations ofthe "Tenant" under this Lease. Except for claims caused by the Authority's gross negligence or willful misconduct, Tenant does hereby release the Authority, its commissioners, officers, employees, attomeys, insurers and agents from and against any claim, action, suit, demand, cost, expense or liability of any kind, whether krown or unknown, relating in any way Io this Lease or the administration hereof, the Premises or improvements thereon or adjacent thereto (including the hangar and./or aviation related facilities on the Premises), the Airport or the communications and business dealings between Tenant and the Authority through the Effective Date hereof. Tenant covenants and agrees to save, hold harmless, indemnily and defend the Authority and the Authority's past and present commissioneB, directors, managers, employees, agents, insurers, attomeys, 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, andjudgments ofevery kind and nature, including, without limitation, attorneys' fees and expenses ofdefense (through all appeals), arising out ofor in connection wilh: A. any act, error or omission of Tenant or Tenant's personnel, employees, agents, suppliers. subcontractors. licensees. invitees or trespassers: B. the performance ofthis Lease; C. the failure to fulfill any obligations ofTenanl under this Lease; and D. lhe use and possession ofthe Premises. As part ofthe Tenant's indemnification and defense obligations under this Section 22, the Authority shall be entitled to select and engage its own counsel or attomeys, and Tenant shall reimburse the Authority for all reasonable counsel and attomey's fees and costs. lndemnification by the Tenant shall be subject to the limitarions set forth in Florida Statutes $768.28. Nothing in this Lease shall be construed as a waiver by the Tenant or the Authority oftheir respective sovereign immunity protections as provided by Florida Statutes $768.28. The hold harmless, indemnification and defense obligations under this Section 22 shall survive the termination of this Lease. Except for claims caused by the Authority's gross negligence or willful misconduct, this Section 22 shall also pertain to any claims brought against the Authority and the Authority's past and present commissioners, officers, employees, agents, insurels, attorneys, NAA Form (revised May 2023) - 16-@ Page 5552 of 7162 representatives, successors, and assigns, in both their individual and representalive capacities, by Tenant, any of Tenant's personnel, employees, agents, suppliers, subcontractors, licensees, invitees or trespassers and anyone claiming by or through Tenant. Tenant's obligations under lhis Section 22 shall not be limited in any way by Tenant's Iimits of, or lack of, sufficient insurance protection. 23. INSU RANCE REOUIREMENTS. A. Insurance Coycrage. Tenant shall procure and maintain in force, at its sole cost during the entire Lease Term, all ofthe following insurance policies and coverage requirements: (i)Commercial General Liabili tv Policv providing coverage for Tenant's activities and for Tenant's operation and use of the Premises and all improvements thereon or adjacent thereto (including the hangar and/or related aviation facilities on the Premises). including, but not limited to, bodily injury, death, property damage, contractual, products and completed operations, collapse, underground and explosion, owner's and contractor's protective. contractual and personal injury, with limits of not less than One Million and 00/100 Dollars ($1,000,000) per occulrence and Two Million and 00/100 Dollars ($2,000,000) aggregate; (ii)Airport Premises Liabili l'oli ith limits of not less than One Milliontv and 00/100 Dollars ($1,000,000) per occurrence and Two Million and 00/100 Dollars ($2,000,000) aggregate; (iiD Property Policy covering all buildings and improvements on or adjacent to the Premises (including the hangar and/or related aviation facilities on the Premises) and Tenanl's personal property on lhe Premises for all risks of loss included in Fire and Common "Special Form" perils with limits no less than the full replacement value of all such buildings, improvements and personal property. Coverage must also include windstorm and flood with limits no less than the full replacement value ofbuildings and improvements. The replacement value shall be determined by Tenanl by obtaining an appraisal whenever reasonably requested by the Authority. IfFlood Insurance is not available within the property policy coverage, and if any of lhe buildings or other improvements on the Premises are located within a Special Flood Hazard Area, then flood insurance coverage shall be purchased by Tenant from the National Flood Insurance Program (NFIP); (iv)HanqarkeeDers ' Liabiliw Policy at all times when Tenant is allowin g any other parties to occupy or use any part of the Premises or areas adjacent to the Premises (including the hangar and/or relaled aviation facilities on the Premises), with limits equal to or greater lhan actual e*poture, but in no event less than One Million and 00/100 Dollars (S1,000,000) per occurrence and Two Million and 00/100 Dollars ($2,000,000) aggegate; (v) Aircraft Liabiliw Policy covering the operation and all other aviation risks associated with any aircraft stored on or adjacent to the Premises or on any olher part of the Airport, with limits of not less than one Million and 00/100 Dollars ($1,000,000) pel occurrence and Two Million and (vi) Automobile Liability Policy for all automobiles, including all vehicles owned,non-owned,leasedandt'ti."a,ittcLuaingbodilyinjury,deathandpropertydamage'withlimitsof nol less than One Million and 00/100 Dollars iS1,000,000) combined single limit; provided, however, if Tenant will be driving vehicles on the airside apron or ramp, then such coverage shall have limits of not Iess than Five Million and 00/100 Dollars (55,000,000) combined single limit. Coverage shall.apply to all vehicles operating on the Airport, whether on or offthe Airport, excepting those personal vehic.les.operated uy i.r"ni Tenait,s agents or Tenant's employees for commuting, in which case Tenant shall only be 00/l 00 Dolla$ ($2,000,000) aggregate; NAA Form (revised MaY 2023) -17- @ Page 5553 of 7162 required lo carry Employer's Non-Ownership coverage (with the same |imits) for such personal vehicles and ensure that the vehicles are personally insured; (vii)Storaqe Tank Liabili lv Polic if a Fuel Farm is located on or near the Premises, with limits ofnot less than One Million and 00/100 Dollars ($1,000,000) per occunence and Two Million and 00/100 Dollars (S2,000,000) aggregate; (viii) Builder's Risk Policy at all times during the construction ofor alterations to the hangar and/or related aviation facilities on the Premises or any other improvements on or adjacent to the Premises, unless waived in writing by the Authority. covering all contractor labor, materials and equipment Io be used for completion ofthe work performed against all risks ofphysical loss, with limits of no less than one hundred percent (100%) ofthe completed replacement cost value issued on an All Risk form, including windstorm and flood; and (ix) Workers' Compensation Policv in accordance with the requirements of Florida law, unless Tenant is exempt and not required by applicable law to do so. B.Insurance Condilions. All policies of insurance required to be procured and maintained by Tenant under this Lease shall strictly comply with all ofthe following terms and conditions: (i) Form of Policies. All of Tenant's insurance policies required under this Lease shall (a) be primary and non-contributory, (b) be written on an occurrence basis on forms acceptable to the Authority, (c) be placed with insurance cariers approved and licensed by the Florida Office Of Insurance Regulation and meet a minimum financial AM Best and Company rating ofno less than A:VII, (d) contain a clause or endorsement by which the insurance carrier waives all rights of subrogation against the Authority, except where the Authority or its agents are liable for a specific act ofgross negligence, (e) apply separately to each insured against whom claim is made and suit is brought, except with respect to limits of the insurer's liability and (f) be endorsed to state that coverage shall not be suspended, voided or canceled by either party or reduced in coverage or limits except after thirty (30) days prior written notice to the Authority by certified mail, retum receipt requested; (ii) Chanees in Policies. Tenant shall provide the Authority with notice of any proposed change to any insurer or existing insurance coverage maintained by Tenant- The Authority shall have the right to modify or reject any proposed change in Tenant's insurers or insurance coverage, and, in the event of an insurance policy cancellation, Tenant shall be required to obtain satisfactory successor insurance coverage without lapse. Tenant shall be required to notiry the Authority in wriling at least thirty (30) days prior to any cancellalion, non-renewal or change in coverage of any of the insurance policies required under this Lease; (iii)Loss Payee/Additional lnsured. All property insurance policies required under this Lease shall name the Authority as loss payee. All liability and other insurance policies required under this Lease shall narne the Authority as an additional insured. When the Authority is named as certificate holder, loss payee or additional insured under the insurance policies required under this Lease, it shall be listed as "City of Naples Airport Authority, a political subdivision ofthe State of Florida" with an address of"l60 Aviation Drive North, Naples, Florida 34104;" (iv) Evidence of lnsurance. Tenant shall secure and deliver to the Authority certificates of insurance evidencing that all ofthe insurance policies required under this Lease are in force in strict accordance with this Section 23 prior to the Effective Date hereofand at least seven (7) days before expiration of each such insurance policy. All of the terms, conditions and requirements set forth in this Section 23. including, without limitation, the obligation to name the Authority as loss payee and additional NAA Form (revised May 2023) - l8 -@ Page 5554 of 7162 insured, must be verified on the certificates of insurance required hereunder. Upon written request from the Authority, Tenant shall deliverto the Authorily full copies ofany insurance policies required underthis Lease: Risht To Increase or Modify Insurance Requirements. The Auth ority reserves the right in its sole discretion to increase or otherwise modifr from time to time throughout the Lease Term any or all of Tenant's insurance policies and other terms and conditions required under this Section 23, including, without limitation, the types and form of insurance coverage required and the minimum amounts of each such required insurance coverage. The Authority will provide not less than thirty (30) days prior written notice to Tenant ofany increase or modification to the insurance requirements under this Lease; and (vi)Miscellaneous. fhe Tenant shall , at its sole cost, comply with all requirements ofany insurance carrier necessary for the maintenance ofthe insurance policies required under this Lease. Notice of any claims under any of the insurance policies required under this Lease shall be provided in writing by Tenant simultaneously to the applicable insurance carrier and the Authority as soon as practicable, but in no event more than five (5) days, afler Tenant becomes aware of such claims. The Authority does not represent thal lhe types or amounts of insurance required under this Lease are sufficient or adequate to protect Tenant's interests or liability but are only minimum requirements. Notwithstanding the insurance policies required under this Lease, Tenant shall be obligated for the full and total amount of any damages, injury and loss caused by the negligence, recklessness or wrongful conduct ofTenant or any persons acting on behalf of Tenant. Tenant is solely responsible for payment of all premiums for the insurance policies required under this Lease and for all deductibles or retention to which such insurance policies are subject, whether or not the Authority is a loss payee or additional insured thereunder. The procurement and maintenance of the insurance policies required under this Lease shall not be construed to limit Tenant's liability nor to fulfill Tenant's indemnification requirements or any other obligations of Tenanl under this Lease. IfTenant shall fail to mainlain any ofthe insurance policies as required under this Lease, then the Authority may, but is not obligated to, obtain the same and then add the cost of such insurance to the next rental payment due from Tenant under this Lease plus interest thereon up to the maximum interest rate permitted by applicable law. 21. ACCESS TO PREMISES. Tenant agrees to allow the Authority's Executive Director. and other duly authorized representative or agents of Authority, access at all reasonable times to the Premises and all improvements thereon or adjacent thereto (including the hangar and/or related aviation facilities on the Premises) for the purpose of examining or inspecting the Premises or any improvements thereon or adjacent thereto (including the hangar and/or related aviation facilities on the Premises). 25. SURRE NDER DAMACES. Tenant, upon the expiration or earlier termination ofthis Lease for any reason, shall vacate the hemises and deliver immediate possession of the Premises to Authority' A. personal Prooerly. Upon the expiration or earlier termination of this Lease' provided all umount, due to Authority have been paid, Tenant shall have the right and responsibility to iemove all of its personal property eiclusive of frxtures, which it has maintained on or adjacent to the Premises (including lhe hangar an;/ol related aviation facilities on the Premises), which removal shall be accompliied no liter than lhe expiralion or earlier termination of this Lease. Electrical and plumbing facilitiLs, air conditioners and other permanently installed fixtures shall not be considered personal property. Tenant agrees to repair any damage occasioned by the removal of its personal property or damage caused (v) NAA Form (revised MaY 2023) - 19 -@ Page 5555 of 7162 by Tenant's occupancy. [n the event that Tenant fails to remove its personal property or to repair any damage done to the Premises by the expiration or earlier termination ofthis Lease, the Authority reserves the right to remove and dispose of all such personal property abandoned, to make any necessary repairs to restore the Premises and, in addition to all other remedies provided herein, to recover one hundred ten percent ( I l0%) of its costs and expenses from Tenant. B. Title to Improvements. Tenanl ackrowledges and agrees that at the expiration or earlier termination ofthis Lease (i) all buildings, improvements and fixtures on or adjacent to the Premises (including the hangar and/or related aviation facilities on the Premises) automatically vest and become the sole propeny of lhe Authority, free and clear of all liabilities and encumbrances (and any continued occupancy by Tenant after expiration or earlier termination of this Lease will be based on and subject to such reversion ofownership to the Authority) and (ii) the Authority in its sole discretion may choose to use the Premises for its own purposes and elect not to re-lease lhe Premises or any buildings, improvements and fixtures thereon or adjacent thereto (including the hangar and/or related aviation facilities on the Premises) to Tenant or any other party. Failure to Surrender Premises. If Tenant fails to suffender the Premises to theC. Authority on expiration or earlier terminalion of this Lease as required by this Section 25, Tenant shall defend, indemnify and hold Authority harmless from all claims, liability, costs, and damages resulting from Tenant's failure to surrender the Premises, including without limitation, claims made by a succeeding tenant or occupant ofthe Premises. 26. DEFAULT. ln addition to all other events of default described herein, each of the following shall constitute an event of default on the part ofTenant under this Lease: A. Nonpayment. Failure to pay when due any installment of rental payments due under this Lease or interest on late rental payments, or failure of Tenant to pay when due any taxes, fees, fines, charges, special assessments or other amounls due under this Lease; provided, however, if any monetary default under this Lease is curable and if Tenant has not been given a notice of a breach of any monetary provision of this Lease within the preceding twelve ( l2) months, then Tenant shall have a ten ( l0) day grace period after notice from the Authority or its agent to commence and complete the cure of such monetary default; B. Cross-Default. The breach by Tenant ofany other agreement. license, contract or permit between Tenant (or any oflicer, director, shareholder or principal ofTenant) and the Authority; other Non-Monetarv Obliqations. Failure by Tenant 1o perform any non-monetaryC obligation, agreemenl, covenant, condition or obligation under this Lease; provided, however, if any non- *o*try deiault (other than a default in any payment) under this Lease is curable and if Tenant has nol been given a notice of a breach of the same or similar non-monetary provision of this Lease within the preceJing twelve ( l2) months, then Tenant shall have a thirty (30) day grace period after notice from the iuthorit! or its agent to commence and complete the cure of such non-monetary default; provided further. ho*euer, if the cire of such non-monetary defauft requires more than thirty (30) days, then Tenanl shall have an additional (and final) sixty (60) day grace period commencing immediately upon the expiration of the initial thirty (30) day grace period so long as Tenant is continuously and diligently taking all action necessary to co-plete the cure of such non-monetary default as soon as reasonably practical within such additional land final) sixty (60) day grace period (and Tenant shall keep the Authority informed ofTenant's efforts ro cure the non-rnonet-y d'"iuult and provide the Authority with weekly written progress reports)i NAA Form (revised MaY 2023) -20 - @ Page 5556 of 7162 D. Violation of Law. The violation by Tenant of any local, state or fbderal aviation law, order, statute or ordinance (including any resolution ofthe Authority), ifsuch violalion continues and is not fully cured within ten ( l0) days after written notification to Tenant of such violation; E. Violation of Rules and Regulations and Minimum Standards. An infiaction or violation of the Authority's Rules and Regulations or Minimum Standards having continued beyond the cure period set out in the written notice by the Authority to the Tenant ofsuch infraction or violation. The permissible cure period shall be determined by the Authority in its sole and absolute discretion on a case by case basis, depending on the seriousness ofthe infraction or violation; F. Bankruotcy. The filing ofany voluntary petition in bankruptcy by Tenant, or the filing of any involuntary petition by Tenant's creditors which remains undischarged for a period of thirty (30) days. ln the event that under applicable law the trustee in bankruptcy or Tenant has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, in such time period as may be permitted by the ban-kruptcy court havingjurisdiction, cure all defaults ofTenant hereunder outstanding as ofthe date ofthe affirmance ofthis Lease and provide to Authority such adequate assurances as may be necessary to ensure Authority of the continued performance of all of Tenant's obligations under this Lease (and, further, the Aulhority shall receive all the protections available to creditors under the United States Bankuptcy Code including, but not limited to, section 365 thereof, as amended from time to time); G. Receivershio. The appointment ofa receiver to take possession ofsubstantially all ofthe Tenant's assets or the Premises, ifsuch receivership remains undissolved for a period ofone hundred ei8hty ( 180) days after creation thereof; H. Attachment. The attachment, execution or other judicial seizure of this Lease or all or a part of Tenant's assets located at the Premises, if such attachment or other seizure remains undismissed or undischarged for a period often ( l0) days after the lelry thereof; I. lnsolvency. The admission by Tenant in writing ofits inability to pay its debts as they become due, the filing by Tenant ofa petition seeking any reorganizalion, arrangemenl. composition, readjustment, liquidation, dissolution or similar reliefunder any present or future statute, law or regulation, the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding or, if within thirty (30) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition. readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed: Death or Dissolution. The death of Tenant if Tenant is an individual, or theJ. dissolution or termination ofTenant ifTenant is an entily, trusl or other organization; and K. pollutants. Any release by Tenant of pollutants, contaminants or hazardous materials on or from the hemises which is not decontaminated or otherwise remediated in full compliance with all applicable State, Federal and local laws and regulations at Tenant's sole expense within one hundred eighty (180) days from discovery of such release. 21. AUTHO RITY'S RE ME IES ThefollowingshallconstitutetheAuthority,srightsandremediesupontheoccunenceof any one or more event of dJfault set forth in Section 26 herein or elsewhere in this Lease (provided, NAA Form (revised MaY 2023) -21 -@ Page 5557 of 7162 however. the following rights and remedies are not exclusive; they are cumulative and in addition to any other rights and remedies ofthe Authority now or hereafter allowed by law or equity): A. Termination. lf an event of default under this Lease occurs, the Authority shall have the absolute right, with or without notice or demand, to immediately terminate this Lease, and recover possession ofthe Premises or any part thereofand expel and remove therefrom Tenant and any other person occupying the Premises, by any lawful means, and again repossess and occupy the Premises without prejudice to any ofthe remedies that Authority may have under this Lease, or at law or equity by reason of Tenant's default or of such termination; B. Continuation After Default. Even if Tenant has breached this Lease and./or abandoned the Premises, at Authority's sole option, this Lease may continue in effect, and Authority may enforce all of its rights and remedies under this Lease, including, without limitation, the right to recover the rental payments under this Lease and all other amounts as it becomes due hereunder; and the Authority, without terminaling this Lease, may exercise all ofthe rights and remedies ofa landlord under the laws of the State ofFlorida. Acts ofmaintenance or preservation, efforts to lease the Premises, or the appointment of receiver upon application of the Aulhority to protect Authority's interest under this Lease shall not constitute an election by the Authority to terminate Tenant's right to possession. C. Damases Upon Termination. Should the Authority elect in its sole discretion to terminate Tenant's right to possession or terminate this Lease, then the Authority shall have all the righls and remedies of a landlord in addition to governmental police power, all as provided by the laws of the State of Florida. At its sole option, the Authority may recover possession ofthe Premises and lease it to another tenant, reimburse itselffor any expenses and apply whatever net rent is derived from this transaction in reduction of the amounts due Authority from Tenant in renlal payments and any other charges and iimounts. Such re-leasing activity will be at the Authority's sole option and the Authority has no duty to exercise this option, but if the Authority does, such activity will not waive or release Tenant from its obligation to pay lease rental payments and all other amounls due under this Lease. Upon termination of Tenant's right to possession or of this Lease, in addition to any other rights and remedies to which the Authority may be entitled under applicable law, Authority shall be entitled to recover from Tenant: (l) the amount at the lime of award of the unpaid rental amount and other amounts which had accrued at the time oftermination; NAA Form (revised MaY 2023) -22- @ (2) an amount equal to the amount by which the unpaid rental amount that would have been eamed after termination until the time ofaward exceeds the amount ofsuch rent loss lhat the Tenant proves could have been reasonably avoided; (3) the worth at the time of award ofthe amount by which the unpaid rent for the balance ofthe Lease Term after the time of award exceeds the amount of such rent loss that the Tenant proves could be reasonably avoided; and (4) any other amount necessary to compensate Authority for all the economic losses proximately or consequentiaily caused to the Authority by Tenants failure to perform its obligations under this Lease. TheamountsrefenedtoinSubsections2T.C(l)and(2)aboveshallbecomputed with interest at the maximum interest rate permitted by law; provided, however, that this provision shall not be construed to create an obligation for Tenant to pay a usurious rate of interest to the Authority The amount referred to in Subsection 17.C(3) shall be computed by reference to competent appraisal evidence ofthe formula prescribed by and using the lowest discount rate permifted under applicable law' Page 5558 of 7162 28. DESTRUCTION AND RESTORATION OF PREMISES. In the event that the Premises shall be destroyed or damaged in whole or in part by fire. hurricane, flood or other casualty, then the following will apply: A. Unless otherwise approved in writing by the Authority, ifthe Premises are partially destroyed and the damage does not exceed fifty percent (50%) ofthe aggregate value ofall ofthe structures and improvements on the Premises prior lo such destruction or damage, then (i) Tenant shall be obligated to reconstruct equivalent structwes and improvements on the Premises using available insurance proceeds towards the reconstruction cost, (ii) Tenant shall be obligated to commence reconstruction within thee (3) months from the date of the destruction or damage and to complete reconstruction within twelve (12) months after the date of destruction or damage, (iii) the reconstruction shall be performed in strict accordance with the terms, conditions and requirements of Sections l0 and I I of this Lease and (iv) the rental payments described in Section 5 ofthis Lease shall be proportionately abated (i.e., suspended) during the period commencing on the date of destruction or damage through reconstruction but in no event shall any rental payments due underthis Lease abate in excess of twelve (12) months from the date ofdestruction or damage; provided, however, notwithstanding the foregoing, (a) any rent abatement hereunder shall be proportionate to the portion ofthe Premises that is rendered untenantable by the destruction or damage and is not otherwise occupied or used by Tenant or Tenant's personnel, employees, agents, suppliers, subcontractors, licensees or invitees and (b) there shall be no abalement of rent if such destruclion or damage is caused by the negligent act, error or omission of Tenant or Tenant's personnel, employees, agents, suppliers, subcontractors, licensees or invitees. Tenant shall not be entitled to any compensation, benefits or damages from the Authority for loss ofuse ofthe whole or any part ofthe Premises and/or any inconvenience or annoyance occasioned by such destruction, damage or reconstruction. B. Unless otherwise approved in writing by the Authority, ifthe Premises are partially or fully destroyed and the damage equals or exceeds fifty percent (50%) ofthe aggregate value ofall ofthe structures and improvements on the hemises prior to such destruction or damage, then Tenant shall have the option Io reconstruct equivalent slruclures and improvements on the Premises using available insurance proceeds towards the reconstruction cost. If Tenant elects to reconstruct, then notice shall be provided in writing to the Authority within three (3) months from the date ofthe destruction or damage, then (i) Tenant shall be obligated to commence reconstruclion within six (6) months from the date of the destruction or damage and to complete reconstruction within eighteen ( I 8) months after lhe date ofdestruction or damage, (ii) the reconstruction shall be performed in strict accordance with the terms, conditions and requirements of Sections l0 and I I ofthis Lease and (iii) the rental payments desuibed in Section 5 ofthis Lease shall be proportionately abated (i.e., suspended) during the period commencing on the date of destruction or damage through reconslruction but in no event shall any rental payments due under this Lease abate in excess ofeighteen ( I 8) months from the date ofdestruction or damage; provided, however, notwithstanding the foregoing, (a) any rent abatement hereunder shall be proportionate to the portion ofthe Premises that is rendered untenantable by the destruction or damage and is not otherwise occupied or used by Tenant or Tenant's personnel, employees, agents, suppliers, subcontractors, licensees or invitees and (b) there shall be no abatement of rent if such destruction or damage is caused by the negligent act, error or omission of Tenant or Tenant's personnel, employees, agents, suppliers, subcontractors, licensees or invitees. IfTenant does not provide written notice to the Authority ofTenant's election to reconstruct within three (3) monlhs from the date ofthe destruction or damage, then this Lease shall automatically terminate in which case the Aulhority will retain all insurance proceeds relating to such destruction, damage or reconstruction as liquidated damages. Tenant shall nol be entitled to any compensation, benefits or damages from the Authority for loss ofuse ofthe whole or any part ofthe Premises and/or any inconvenience or annoyance occasioned by such destruclion, damage or reconstruction. NAA Form (revised May 2023) -23 -r.o Page 5559 of 7162 29. AIRPORTDEVELOPMENT. Tenant agrees that Authority may develop or improve the facilities at the Airport as it deems advisable regardless ofthe interests ofthe Tenant and without interference or hindrance from Tenant. ]0. ATTORNEY FEES. The prevailing party shall recover the attomey's fees and costs incuned to enforce any provision of this Lease including all costs of collection. Attomey's costs and expenses recoverable shall include all out ofpocket expenses and shall not be limited by the Florida Statewide Uniform Guidelines for Taxation ofCosts in Civil Actions or any other applicable guidelines. 3I. RIGHT OF FLIGHT OPERATIONS. Tenant acknowledges and agrees that the Authority reserves for itself, its successors and assigns, for the use and benefit ofthe public, a right of flight for the passage ofaircraft in the airspace above the surface ofthe Premises, together with the right lo cause in that airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation of or flight in that airspace, and for use ofthat airspace for landing on, taking off from, maneuvering or operating on the Airport. Tenant's use and enjoyment of the Premises is subject to such noise and such other nuisances and disturbances as may be inherent in such operations. 32. AIRCRAFT HAZARDS. A. Self-Help bv AUhonlv. Tenant acknowled ges and agrees that the Authority reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent Tenant from erecting, or permitting to be erected, any building, structure or other improvement (including, without limitation, any communication devices, antennas, elevator shafts, access doors, equipment, trees, shrubbery and vegetation) on or adjacent to the Airport which, in the opinion of the Authority, would limit the usefulness of the Airport or constilute a hazard to aircraft or Airport users. B. Navieational Aids. The Authority reserves the right in its sole discretion during the Lease Term to install air navigational aids, including lighting and signage, in, under and across the Premises, at the Authority's expense. The Authority agrees to give Tenant no less than ninety (90) days' notice of its intention to install the air navigational aids. 33. OBSTRUCTIONS. Tenant expressly agrees to restrict the height of structures, objects of natural groMh and olher obstructions on or adJacent to the Premises (including the hangar and/or related aviation facilities on the Premises) to such height as to comply with Federal Aviation Regulations, Part 77, and any and all other applicable regulations and laws. 3{.(.ON D EMNATION. A. Termination. lf, at any time during the Lease Term, (i) the Authority's possession or rights under that certai-99-year land lease between the City ofNaples and the Authorify, dated December s, tioq ana recorded at o.R. Book 488, Page 227, of the Public Records of Collier County, Florida (the NAA Form (reviscd MaY 2023) - 24 _a"o Page 5560 of 7162 "99-Year Land Lease"), is terminated or (ii) the entire or substantially all of the Premises shall be taken in condemnation proceedings or by any right ofeminent domain, then this Lease shall terminate and expire on the date of such event and the rental payments under this Lease and all other amounts due hereunder shall be apportioned and paid to the date of such event. For purposes ofthis Section 34, "substantially all of the Premises" shall be deemed to have been taken if the remaining ponion of the Premises not taken cannot be practically and economically used or converted for use by Tenant for the purposes permitted by this Lease. B. Compensation. Nothin g herein shall waive any right that the Authority or Tenant may have conceming any rights to be compensated for the appropriation or taking of property or rights by condemnation. 35. GOVERNING LAW. This Lease shall be govemed by and interpreted according to the laws of the State of Florida. Any litigation involving this Lease or lhe use and occupancy of the Premises shall be filed and litigated in Collier County, Florida, in a non-jury proceeding. TENANT HEREBY WAIVES AND RELEASES ANY RIGHT IT HAS OR MAY HAVE TO A TRIAL BY JURY OF ANY ISSUE, 36. BINDIN(; EFFECT. This Lease shall be binding upon, and inure to the benefit of the Parties hereto and lheir successors and such assigns as may be approved by the Authority in its sole discretion; provided, however, this reference does not authorize any assignment, sublease, sale, encumbrance, transfer, occupancy or use by Tenant or others that is prohibited pursuant to Subsection 2l .A hereof or otherwise nol perm itted under this Lease. NAA lrorm (revised May 2023) 25 3'1. REMEDI[SCIJMULATIVE.NOWAIVER. A. Cumulative zushts. The rights and remedies granted to Authority under this Lease shall be deemed to be cumulative and non-exclusive. The failure by the Authorify aI any time to assert any such rights or remedies shall not be deemed to be a waiver and shall not preclude the entitlement to or the assertion ofsuch rights or remedies at a later date. B. Acceotance ofPartial Payments. The Authority may, at its exclusive option, accept partial or late payments from Tenant, without waiving any rights conceming collection ofthe full amount due, and without waiving the Tenant's default for non-payment. The Authority may simultaneously accept partial payments due hereunder and still proceed to dispossess Tenant and/or terminate this Lease or Tenant'i right to occupy the Premises. Nothing in this provision shall excuse Tenant from making full and timely paymenl of all amounts due under this Lease. 38. NOTICE TO PARTIES. It is understood and agreed between the Parties hereto that notice thal is either (i) mailed by certified mail, retum receipt requested, (ii) shipped by FedEx, UPS or other nationally recognized courier oi (lil) huna delivered to the Authority or Tenant (or to an employee or agent of Tenant) shall conslitute p.opei and sufficient written notice under this Lease if sent to the places designated in Section I hereof or at such olher address as either of the Parties may designate to the other by notice in writing. @ Page 5561 of 7162 39. SEVERABILITY. In the event any provision oflhis Lease be determined by a properjudicial authority to be unenforceable, such provision shall be considered separate and severable from lhe 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 delermines IhaI the provision found to be unenforceable goes to the essence of this Lease and its absence renders this Lease defective, then this Lease shall terminate and be of no further force or effect. ,10. ENTIRE AGREEMENT. This Lease constitutes the entire agreement between the Parties hereto, supersedes any and all prior written or oral agreements or understandings, and may be modified only by a writing executed by the Parties hereto. {I. DOMINANTAGRfEMENTS. Tenant hereby covenants and agrees that all of Tenant's rights and privileges under this Lease are subject and subordinate to any and all rights, liens, licenses, leases, tenancies, mortgages, uses, encumbrances and other restrictions which may now or hereafter bind the Authority or encumber the Airport (or any part ofthe Premises), and to all renewals, modifications and extensions lhereof. Without limiting the generalily of the foregoing, Tenant expressly understands that this Lease is subordinate and subject to the Authority's Rates and Charges, the Authority's SelfFueling Guidelines, the Authority's Rules and Regulations, the Authority's Minimum Standards, any and all lending, bonding or certificate of participation, the 99-Year Land Lease between the City of Naples and the Authority and any and all agreements between Authority and the FAA, State of Florid4 Collier County, City of Naples or other govemrnent or quasi-goverrrment entity or agency, whether presently existing or hereinafter created. During times of war or national emergency, the Authority shall have the right to lease lhe landing area or any part thereofto lhe United States Govemment for military or naval or similar use, and, if such lease is executed, the provisions of this Lease insofar as they are inconsistent with the provisions ofthe lease to the United States Government, shall be suspended. Any executed lease, including this one, shall be subordinate to the provisions of any existing or future agreemenl between Authority and the United States, relalive 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 offederal funds for the Airport. Tenant hereby covenants and agees to modiry any ofthe terms and conditions ofthis Lease which may be determined to be in violation ofexisting or future laws, regulations, grant assurances or other requirements. In the event the Parties are unable to mutually agree to a reasonable modification ofthe terms and conditions ofthis Lease pursuanl to this Section 41, the Authority may rescind this Lease by providing thirty (30) days written notice to Tenant. 42. 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 ofradon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the Collier County Public Health Unit. 4]. 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. NAA Form (revised MaY 2023) -26- @ Page 5562 of 7162 41. AUTHORIZATION. Each of the Parties executing this Lease warrant and covenant that this Lease and its execution of it has been duly authorized and approved. .I5. AMENDMENT This Lease shall not be altered, changed, or amended except by instrument in writing executed by the Authority and the Tenant. {6. FAA R-EOUIRED CO CT PROVISIONS A. Civil Rights General. ln all its activities within the sco pe of its airport program, the Tenant agrees to comply with pertinent statutes, Executive Orders, and such rules as identified in Title VI Lisl of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin (including timited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision is in addition to that required by Title VI ofthe Civil Rights Act of 1964. lfthe Tenanl transfers its obligation to another, the transferee is obligated in the same manner as the Tenant. The above provision obligates the Tenant for the period during which the property is owned, used or possessed by the Tenant and the airport remains obligated to the Federal Aviation Administration. B. Civil Rieh ts - Title VI Assurances - Comoliance with Nondiscrimination Requirements. During the performance ofthis Lease, the Tenant, for itself, its assignees, and successors in interest (hereinafter referred to as the "Tenant"), agrees as follows: (l)Comoliance wi Re sulations The Tenant (hereinafter includesrh consultants) will comply with the Title Vl List of Pertinent Nondiscrimination Acts And Authorities, as they may be arnended from time to time, which are herein incorporated by reference and made a part of this Lease. (2) Non-discrimination: The Tenant, with regard to the work performed by it during this Lease, will nol discriminate on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability in the selection and retention of subcontraclors, including procurements of materials and leases of equipment. The Tenant will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment praclices when the contract coven any activity, project, or program set forth in Appendix B of49 CFR part 21. (3)Solicitalions for Subcontracts. incl ins Procurements of M aterials and (4)ln ation and ReDorts:The Tenant will provide all information and Eouioment: In all solicitations, either by competitive bidding, or negotiation made by the Tenant for work to-be performed under a subcontract, including proculements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Tenant of the Tenant's obligations under this Lease and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. reports required by the Acts, the Regulations, and directives issued pursuanl thereto and will permit access to its books, records. accounts, othei sources ofinformation, and its facilities as may be determined by the Authority or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondisciimination Acts and Authorities and instructions. Where any information required ofa Tenant is in the exclusive possession of another who fails or refuses to fumish the information, the Tenant will so certiry lo the Authority or the Federal Aviation Administration, as aPpropriate' and will set forth what efforts it has made to obtain the information. NAA Fomr (revised MaY 2023) -21 -@ Page 5563 of 7162 (5) Sanctions for Noncompliance: ln the event of Tenant's noncompliance with the non-discrimination provisions ofthis Lease, the Authority will impose such contract sanctions as it or the Federal Aviation Adminislration may determine to be appropriate, including, but not limited to: (a) Withholding any payments to the Tenant under this Lease until the Tenant complies; and/or (b) Cancelling, terminating, or suspending this Lease, in whole or in part. (6)lncomoration of Provisions: The Tenant will include the provisions of Subsections 46.8( I ) through (6) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuanl thereto. The Tenant will take action with respect to any subcontract or procurement as the Authority or the Federal Aviation Administration may direct as a means ofenforcing such provisions including sanctions for noncompliance. Provided, that if the Tenanl becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Tenant may request the Authority to enter into any litigation to prolect the interests oflhe Authority. In addition, the Tenant may request the United States to enter into the litigation to protect the interests ofthe United States. onstruction/Use/Access to Real Pro Ac uired M Facilit or Program. (l) The Tenant for itself/himselfltrerself, its/his/her heirs, personal representatives, successors in interesl, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that (a) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (b) that in the construction of any improvements on, over, ot under such land, and the furnishing of services thereon, no person on lhe ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or olherwise be subjected to discrimination, (c) that the Tenant will use the premises in compliance with all other requirements imposed by or pursuant 1o the List of discrimination Acts And Authorities. (2) With respect to this Lease, in the event of breach of any of the above nondiscrimination covenants, the Aulhority will have the right to terminate this Lease and to enter or re- enter and repossess the Premises and the facililies thereon, and hold the same as if this Lease had never been made or issued. D. Title VI List of Pertinenl N mination Acts and Authorities. Durin g theondi C performance ofthis Lease, Tenant, for itself, its assignees, and successors in interest, agrees to comply with the following non-discrimination statutes and authorities; including but not limiled to: . Titlevl ofthe civil Rights Act of 1964 (42 U'S.C. $ 2000detseq.,78 stat' 252), (prohibits discrimination on the basis ofrace, color, national origin); . 49 CFR part 2l (Non-discrimination in Federally-Assisted Programs of the Departmenr of Transporratioru-Effectuation of Title vl ofThe Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. $ 4601 ), (prohibirs unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Section 504 of the Rehabilitation Act of 1973, (29 U'S'C $ 794 et seq')' as amended, (prohibits discrimination on the basis ofdisability); and 49 CFR part 27; ' The Age Discrimination Act of 1975, as amended, (42 U'S'C' $ 610l et seq.), (prohibits discrimination on the basis of age); NAA Forrn (revised MaY 2023) -28-@ Page 5564 of 7162 . Airport and Airway Improvement Act of 1982, (49 USC $ 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national oriSin, or sex);. The Civil Rights Restoration Act of 1987, (PL 100-209), (broadened the scope, coverage and applicability of Title vl ofthe Civil Rights Act of 1964. the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub- recipients and conlractors, whether such programs or activities are Federally funded or not);. Titles Il and lll of the Americans wilh Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. $$ l2l3 I - l2l 89) as implemented by U.S. Departmenl of Transportation regulations at 49 CFR parts 37 and 38;. The Federal Aviation Administration's Non-disuimination slatute (49 U.S.C. g 47123) (prohibits discrimination on the basis ofrace, color, national origin, and sex);. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-lncome Populations. which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;. Executive Order 13166, Improving Access to Services for Persons wilh Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must lake reasonable steps to ensure that LEP persons have meaningful access lo your programs (70 Fed. Reg. at 74087 to 74100); and. Title lX of the Education Amendments of 1972. as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. l68l el seq). E. Federal Fair La r Standards Act. This Lease and all contracts and subcontracts that result from this Lease incorporate by reference the provisions of 29 CFR part 201, lhe Federal Fair Labor Standards Act (FLSA), wirh the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. Tenant has full responsibility to monitor compliance to the referenced statute or regulation. Tenanl must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor - Wage and Hour Division. F. Occupationa I Safetv and Health Act. This Lease and all contracts and subcontracts that result irom this Lease incorporate by reference the requirements of29 CFR Part 1910 with the same force and effect as ifgiven in full text. Tenant must provide a work environment that is free from recognized hazards that may cauie death or serious physical harm to others. Tenant retains full responsibilily to monitor its compliance ind their subcontractor's compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part l9l0). Tenant must address any claims or dispules that pertain to a rlferenced requirement directly with the U.S. Department of Labor - Occupational Safety and Health Administration. Prohibit ion of Certain Telecommunicalions and Video Surveillance Services ofG Eouipment. Tenant and its subcontractors agree to comply with mandatory standards and policies 6IiGd pro.urement of certain telecommunications and video surveillance services or equip compliance wirh the Narional Defense Authorization Act [Public Law I l5-232 $ 889(0(l)]. relating ment in 17.RIDA BLIC RDS A. IF TENANT HAS APPLICATION OF CHAPTER NAA Fomr (rc\iscd Ma) 2023) QUESTIONS REGARDING THE 1I9, FLORIDA STATUTES, TO -29 -@ Page 5565 of 7162 TENANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS LEASE, CONTACT THE AUTHORITY'S CUSTODIAN OF PUBLTC RECORDS AT (239\ 643-0733, ADMINISTRATION LYNAPLES.COM AND/OR 160 AVIATION DRIVE NORTH, NAPLES, FLORIDA 34104. B. Tenant ack[owledges and agrees that Tenant shall be required to comply with Florida's Public Records Laws, Chapter 119, Florida Statutes, Specifically, Tenant hereby covenants and agrees that it shall: (1) keep and maintain public records required by the Authority to perform the services under this Lease; (2) upon request from the Authority's custodian of public records' provide the Authority with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter l19, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requir€ments are not disclosed except ss authorized by law for the duration of the term of this Lease and following completion of this Lease if Tenant does not transfer the records to the Authority; and ({) upon completion ofthis lrase, transfer, at no cost' to the Authority all public records in possession ofTenant or keep and maintain public records required by the Authority to perform the services under this Lease. IfTenant transfers all public records to the Authority upon completion of this Ifase, Tenant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. IfTenant keeps and maintains public records upon completion of lhis Lease, Tenant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Authority' upon request from the Authority,s custodian of public records, in a format that is compatible with the information technology systems of the Authority. [Signalures appear on the follovring page.] NAA Form (revised MaY 2023) -30-@ Page 5566 of 7162 IN WITNESS WHEREOF, the Parties have caused this Lease to be executed and delivered as of the Executed Date but made effective as ofthe Effective Date. A UTHORITY: CITY OF NAPLES AIRPORT AUTHORITY, a politi the State of Florida Bv: cal subdivision of 0- * eJ" Approved as to form and legal clency: ram . Owens Counsel to lhe Authoritv ATTEST: CRYSTAL K. KINZEL, CLERK OF THE CIRCUIT COURT & COMPTROLLER By: Deputy Clerk Approved as to form and legality: Christopher A. Rozansky, Executive Director BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, a polilical subdivision ofthe State of Florida, By: Chris l lall- Clhairman Sally A. Ashkar, Assistant County_Attomey cz+- ilttzY+ NAA Form (revised May 2023) - 3l - TENANT: @ Page 5567 of 7162 I A L] L2 L5 L4 L5 L6 L7 L6 L9 110 111 Lt2 7 26"E TRANSFORMER FUEI AREA LINE DAIA LEGENO Q = MAlLaOx [] = TELEPHoNE RISER { = IVATER METER e = wATtR vALvE x = STAMES€ CONNECION N CT G APPROXIMATE FUEL TANK SLAS G E = FIRE HYDRANI O = CLEANOUT G= RUNWAY UCHTS ROUTE MARKER APPROXIMATE TOF OF SLOPE SCALE: l" = IOO' ROXIMATE IOP OF OF DITCH a o( TOE OF SLOPE APPROXIMAIE TOP OF EANN Oa o'fCH FOUND I 1/4' IRON RoD W]TH CAP STAMPED "LB 642. APPROXIMATE TOP OF BANK OF OITCH ASPHALT PAVEMENI BURIED TUTL TANK ; BANK OF D]ICH DAIE OF FIELD SURVEY 8.5-99 EMS PARCEL _ NAPLES MUNICIPAL AIRPORT 1E40.50 a= SET IRON ROO & CAP STAMPED 'A88 lNC. LB_J664" [ = nicownro tRoN RoD & cAP STAMPED "A88 lNc. LB-.]664" UNLESS OTHERWISE SHOW}I = SEI PK NAIL & WASHER STAMPEO "ABB INC- L8-J664' o s 44'J1 r8'W N 45'28'2r"W N 44'Jt':19"E N 45'28'2r"W N 44 f,r'Jg"E N 45 28'21"W N 44'2J 31"E s 45'28 42"E N 44'J1'lE'E s 45 28'4?-E N 44',3r'18"E s 45'28'42"E 210_O2 I50.OO 50.o0 ao.oo 30.00 74.98 203-70 30.00 loo.o0 25.00 130.00 EAST-WEST OUARTER SECIION LINE PARCEL SW_3 PARCEL LEA o^ 1 TA']ION 6,CHAIN NK FTNCI MOBILE OFFICE PREVENTOR BACKTLOW SW-4 PARCEL I" = too @E B g -73606J-Sl5 606J1OF2 MAP OF AOUNOARY SURVEY OF PART OF SECTION 2, T 50 S. R 25 E CIIY OF NAPLES. COLLIER COUNTY. FLORIOA fiiiH.{*,+!!'-rr^Eu rNAPLES AIRPORT AUTHORITY ruEE @ P.O.B. EOGE Page 5568 of 7162 HIBIT 'A"Page 2 of 2 DESCRIPTION OF EMS PARCEL (REVISED AUGUST 16, 1999) NAPLES MUNICIPAL AIRPORT SECTION 2, T.5OS,, R,25E CIIY OF NAPLES, COLLIER COUNIY, FLORIDA ALL THAT PART OF SECTION 2, TOWNSHIP 50 SOUTH, RANGE 25 EAST, CITY OF NAPLES. COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST OUARTER CORNER OF SAID SECTION 2: THENCE NORTH A9'37,26" EAST ALONC THE EAST_ WEST OUARTER SECTION LINE OF SAID SECTION 2 A DISTANCE OF 1840.50 FEET; THENCE LEAVING SAID QUARTER SECTION LINE NORTH O'22'34" IVESI A DISIANCE OF 665,01 FEET TO THE POINT OF BEGINNING OF THE PARCEL HEREIN BEING DESCRIBED: THENCE SOUTH 44'JI,]8,, WEST A OISTANCE OF 210,02 FEET; THENCE NORTH 45'28,21,' WEST A DISTANCE OF 150.OO FEET; THENCE NORTH 44'51,39" EAST A DISTANCE OF 50.OO FEE't: THENCE NORTH 45'28,2I'' WEST A DISTANCE OF 80-OO FEET; THENCE NORTH 44'31'39" EAST A 0ISTANCE OF 30.00 FEETi THENCE NORTH 45'28,21'' EAST A DISTANCE OF 205.55 FEET; THENCE NORTH 44'23.31,. EAST A DISTANCE OF 74.98 FEET: IHENCE SOUIH 45'2A,42,, EAST A DISTANCE OF 205.70 FEEI; THENCE NORTH 44'31'I8,, EAST A DISTANCE OF 30,OO FEET: THENCE SOUTH 45'28'42'' EAST A OISTANCE OF IOO,OO FEET; THENCE NORTH 44'31,18,, EAST A DISTANCE OF 25,00 FEET; IHENCE SOUTH 45'2A,42,, EAST A DISTANCE OF ]3O,OO FEET TO THE POINT OF BEGINNING OF THE PARCEL HEREIN DESCRIBED; CONTAINING 1.514 ACRES OF LAND MORE OR LESS: SUBJECT TO EASEMENTS AND RESTRICTIONS OF RECORD: AGNOLI, BARBER & BRUNDAGE. INC PROFESSIONAL ENGINEER PLANNERS & SURVEYORS & MAPPERS By e W. Hockne NO.5606S,M Not volid without the signoture ond the originol roised seol of o Florido licensed surveyor ond mopper. EMS PARCEL _ NAPLES MUNICIPAL AIRPORT N, T,S a/ta/99NAPLES AIRPORT AUTHORITY 7lJ66063-St 5 606J20F 2 l!+A.Nd' tlll uRUNMc!.-MAP OF EOUNDARY SURVEY OF PART OF SECTION 2, T 50 S, R 25 E C'TY OF NAPLES, COLLIER COUNTY, FLORIOA @ GENERAL NOIES l Dimensions ore in feet ond decimols thereof. 2. P.O.B. = Point of Beginning 3. P.O.C. = Point of Commencement 4. R.O.W. = Riqh t-of- Woy 5. T = Township 6. R = Ronge 7. Beorinas o.e bosed on the Florido Stote Plone Coordinote System, Eost Zone. North'Americon Dotum 1983/1990 whereos the northerly line of the South One-Holf of Section 35 beors N 69'J4'48" E. E. According to Federol Emergency Mooogement Agency Flood lnsuronce Rote Mop, Commr.lnity - Ponel Number, l25l30-OJ94C, Revised June 3, 1996, the subiect Property lies in Zone AE, with o bose flood elevotjon of 8.0 feel Elevotions ore Bosed on NGVD 1929. 9. The subject porcel lies entirely within lhe boundory of the NoPles MuniciPol AirPort. Page 5569 of 7162 Exhibit B [FORM OF NOTICE PURSUANT TO FLORIDA STATUTES SECTION 7I3.I O] After recordins. retum to: City of Naples Airport Authority Attn: Leasing Office 160 Aviation Drive North Naples, Florida 34104 (239) 643-0133 NoT ICE *'"""T1nl"ort3liBt ffiI lIffi *rIoN 7 13' r 0 This Notice Pursuant To Florida Statutes Section 713.10 And Memorandum OfLease (hereinafter referred to as this "Notice") is made and executed as ofthe I't day ofOctober, 2024 (hereinafter referred to as the "Effective Date'), by COLLIER COUNTY, a political subdivision ofthe State ofFlorida (hereinafter referred to as "Tenant") with an address of c/o Real hoperty Management,3335 East Tamiami Trail, Suite 102, Naples, FL 34112, and the CITY OF NAPLES AIRPORT AUTHORITY, a political subdivision of the State ofFlorida (hereinafter referred to as the "Authority") with an address of 160 Aviation Drive North, Naples, Florida 34104. I . The name of the lessor to which this Notice applies is the City of Naples Airport Authority, a political suMivision ofthe State of Florida (i.e., the "Authority" defined hereinabove). 2. The legal description of the parcel of land to which this Notice applies is set forth in Schcdule "1" attached hereto and made a part hereof(hereinafter referred to as the "Parcel" and/or "Premises"). The Authority has entered into a lease or leases with lessee(s) for the rental of premises on the Parcel, including, without limitation, that certain Amendmenl And Restatement Of Leasehold Agreement, made as of the I't day of October, 2024, by and between the Authority and Tenant (hereinafter collectively refened to as the "Leases"). The Leases prohibit, in accordance with Section 713.10, Florida Statutes, the interest of the Authority as lessor in the Premises and all areas adjacent thereto being subject to any liens for improvements made by lessees or any other parties, including, but not limited to, Tenant. The specific language contained in the various Leases prohibiting such liability is as follows: "The interest ofthe Authority in the Premises and the Airport is nol subject to liens for improvements or alterations made by Tenanl. The Authority hereby notifies all general contractors. subcontractors, materialmen, lienors and other parlies that any lien claimed as the result of improving (or furnishing labor, services or materials to) the Premises or areas adjacent thereto pursuant to a contract with Tenant or any other party (other than the Authority) shall extend to, and only to, the right, title and interest in and to the Premises or any areas adjacent thereto, if any, of Tenant or other party who contracted for the improvements. This Subsection shall be construed so as to prohibit, in accordance with Sect;on 713.10, Florida Statutes, the interest ofthe Authority as lessor in the Premises and areas adiacent thereto being subject to any liens for improvements made by Tenant or any other panies." All or a majority of the Leases enlered inlo for premises on the Parcel of land expressly prohibit such liability. 3 4 ) Page I of 2 €) NAA Form (revised May 2023) Page 5570 of 7162 IN WITNESS WHEREOF, Tenant and the Authorily have executed and delivered this Notice as of the Effective Date. TENANT: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, a political subdivision ofthe State of Florida- By Chris Hall, Chairman ATTEST: CRYSTAL K. KINZEL. CLERK OF THE CIRCUIT COURT & COMPTROLLER Appnrvcd as to form and lcgality \Lq Witness # I Name: By Assi)lunt County Attomcy q , Deputy Clerk AUTHORITY: CITY OF NAPLES AIRPORT AUTHORITY, a political subdivision ofthe State of Florida Bv: Witness #2 Name:Christopher A. Rozansky, Executiye Director Approved as to form and legal sufficiency: William L. Owens Counsel to the Authority STATE OF FLORIDA ) COUNTY OF COLLIER ) ss.: The foregoing instrument was acknowledged before me, by means of E ohvsical oresence or D online nolarization this _ day of _, 20_, by Christopher A. Rozansky, as Executive Director of the CITY OF NAPLES ATRPORT AUTHORITY, a political subdivision of the State of Florida on behalf of the political subdivision, who E is personally known to me or E has produced as identification. Notarv Public [Place Notary Seal and/or Stamp Above] Name of Notary (typed, printed or stamped) My Commission Expires: @ NAA Fom (revised Ma! 2023) Page 2 of 2 WTTNESSES: Page 5571 of 7162 le "1" ROUIE MARKER lEsElo Q = MAILBOX [] = TELEPHONE RISER A : IVA'IER METER O = WATER VAIVE E - SIAU€SE CONNECTION N G rl = F'RE HaRANT O - CLEANOUT G= RUNWAY LIGHTS SCALE: l' = 1OO' P.O,B G FUEL TANK SLAB APPROXIMATE ]OE OF SLOPE FUEL AREA TRANSFORMER PAO LINE DA]A c o( ".&TOE OF SLOPE APPROXIMATE TOP OF EANK OF OITCH FOI/ND I l/4' |RON ROD rrrTH CAP STAUPEO '18 642,. APPROXIUATE 'OP OF EANI( OF OITCH PAVEMENT ROXIMATE TOP OF K OF DITCH SUFIED IUEL TANK = n APPROXIMATT EANK OF DITCH DATE OF FIELO SURVEY: 6-5-99 EMS PARCEL _ NAPLES MUNICIPAL AIRPORT 1840.50 a = SEI IRON RoO & CAP STAMPED 'ABB lNC. LB-3664" O = REcovEReD IRON ROO & CAP SIAMPED "ABB lNC. L8-3654" UNLESS O]HERWSE SHOW}I A= SET PK NAII & WASHER STAMPIo -AaB rNC. L8-J664" dHH L] l2 L3 L4 L5 L6 L1 LE L9 Lt0 Lll 112 EAST-llIEsT OUARTER SECTION LINE s 44.51't8"W N 4528 2r"W N 443t 39'E N 45 28'2r"W N 4431'39"E N 45'28',2t'V,/ N 44'23'3r"E s 43'2A 42"t N 44 31 18"€ s 45'2A'42"t N 4431'18"E s 45'2A'42'E 2to.02 r50.00 50.00 60.00 30 00 7 4-9A 205.70 30.00 to0.oo 25.00 130.00 PARCEL SW_3 PARCEL LEA o^ LIFT TATION EOGE OF PA6'CHAIN K FENCE MOAILE OFTICE PREVENTOR SW-4 PARCEL l" = lO0'tha/s9 7lJ6 6065 606J-St 5 10F2 UAP OF SOUNDARY SURVEY OF PART OF SECTION 2, T 50 S. R 25 I CITY OF NAPLES. COLLIER COUNTY, TTORIDA NAPLES AIRPORT AUTHORITY @ APPROXIMATE I : Page 5572 of 7162 Schedule "1"Page 2 of 2 DESCRIPTION OT EMS PARCEL (REVTSED AUGUST 16, 1999) NAPLES MUNICIPAL AIRPORT sEcTroN 2, T.50S.. R.2sE. CITY OF NAPLES. COLLIER COUNTY, FLORIDA ALL THAT PART OF SECTION 2, IOWNSH'P 50 SOUTH, RANGE 25 EAST, CITY OF NAPLES, COLLIER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST OUARTER CORNER OF SAIO SECTION 2; THENCE NORTH 89'37.26" EAST ALONG THE EAST- WEST QUARTER SECTION LINE OF SAID SECTION 2 A DISTANCE OF 1840.50 FEET; THENCE LEAVING SAID OUARTER SECTION LINE NORTH O'22,J4.. WEST A DISTANCE OF 665.01 FEET TO THE POINT OF BEGINNING OF THE PARCEL HEREIN BEING DESCRIBED; THENCE SOUTH 44'3I,18,, WEST A DISTANCE OF 210.02 FEET: THENCE NORTH 45'28,21'' WEST A DISTANCE OF 150,OO FEET; IHENCE NORTH 44'J1.J9" EAST A DISTANCE OF 5O.OO FEET; THENCE NORTH 45'28,2I,, WEST A DISTANCE OF 80.OO FEET: THENCE NORTH 44'J1.]9,. EAST A DISTANCE OF 30,OO FEET: THENCE NORTH 45'28'21,' EAST A DISTANCE OF 205.55 FEET: THENCE NORTH 44'23,3I,,EAST A DISTANCE OF 74.98 FEET; THENCE SOUTH 45'28,42" EAST A DISTANCE OF 205.70 FEET; THENCE NORTH 44'31,'8,'EAST A DISTANCE OF JO,OO FEET; THENCE SOUTH 45'2A,42,, EAST A DISTANCE OF 1OO.OO FEET: THENCE NORTH 44'31'18,' EAS] A DISIANCE OF 25,00 FEET; THENCE SOUTH 45'2A,42, EAST A DISTANCE OF I3O.OO FEET TO THE POINT OF BECINNING OF THE PARCEL HEREIN DESCRIBEO: CONTAINING 1.3I4 ACRES OF LAND MORE OR LESS; SUBJECT TO EASEMENTS AND RESTRICTIONS OF RECORD; AGNOLI, BARBER & BRUNDAGE, INC PROFESSIONAL ENCJNEER PLANNERS & SURVEYORS & MAPPERS By e W. Hockne .S,M NO.5606 Not volid withoul the signotUre ond the originol roised seol of o Florido licensed surveyor ond mopper. GENERAL NOTES 1. oimensions ore in feet ond decimols thereof. 2. P.O.B. = Point of Beginning 3. P.O-C. = Point of Commencement 4. R.O.W. = Righ t-or- Woy 5. T = Township 6. R = Ronge 7. Beorings ore bosed on the Florido Stote Plone Coordinote System, Eost Zone, North Americon Dotum l98J/1990 whereos the northerly line ol the South One-Holf of Section 35 beors N 89'J4'4E" E. 8. According to Federol Emergency Monogement Agency Flood lnsu.once Rote Mop, Communily - Ponel Number, 1251J0-O394C, Revised June J. 1996, lhe subject Property lies in Zone AE, with o bose flood elevotion of 8.0 feet. Elevotions ore Bosed on NGVD 1929. 9- The subject porcel lies entirely within the boundory of lhe Noples Municipol Airport EMS PARCEL _ NAPLES MUNICIPAL AIRPORT N I.S 8/18/99 606J-515 7ll6MAP OF EOUNOARY SURVEY OF PART OF SECTTON 2. T 50 S. R 25 E CITY OF NAPLES. COLLIER COUNTY. FLORIOA IL+I{CNd' tillllljnuiDde. 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