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Lease Agreement AMENDMENT AND RESTATEMENT OF LEASEHOLD AGREEMENT THIS AMENDMENT AND RESTATEMENT OF LEASEHOLD AGREEMENT(this "Lease") is executed on the 8th day of October, 2024(the "Executed Date"), but made effective as of the 1 st day of October, 2024 (the"Effective Date"), by and between the CITY OF NAPLES AIRPORT AUTHORITY, a political subdivision of the State of Florida (the "Authority") and COLLIER COUNTY, a political subdivision of the State of Florida(the "Tenant") (the Authority and Tenant collectively the "Parties"). The Parties hereby mutually covenant,agree and promise as follows: 1. PARTIES. The Authority's address,telephone number and email are: 160 Aviation Drive North Naples,Florida 34104 Phone: 239-643-0733 Email: administration@flynaples.com The Tenant's address,telephone number and email are: Board of County Commissioners c/o Real Property Management 3335 Tamiami Trail E., Suite 102 Naples,FL 34112 Phone: 239-252-8073 Email: Sonja.Stephenson@CollierCountyFL.gov 2. EXISTING LEASE. Tenant is the present holder as"Lessee"of a leasehold interest under that certain Leasehold Agreement between the Authority and Tenant, dated September 15, 1994 (the "Original Lease"), as amended by that certain First Amendment To Lease Agreement between Tenant and the Authority, dated January 1, 2000 (the "First Amendment") (the Original Lease, as amended by the First Amendment, is collectively the "Existing Leasehold Agreement"). Under the Existing 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 RESTATEMENT 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 Parties 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 of no further force and effect and that this Lease shall govern the understanding of the Parties with respect to the lease of the Premises. 4. LEASE TERM AND RENEWAL OPTION. A. Lease Term. Subject to the terms, conditions and obligations set forth in this Lease, the Authority hereby leases the Premises to Tenant for a term (the "Lease Term") which shall commence upon the Effective Date and shall continue uninterrupted until September 30, 2029 (the NAA Form(revised May 2023) - 1 - CAO "Expiration Date"), unless the Lease Term shall be sooner terminated or extended as provided in this Lease. B. Renewal Option. Subject to 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 (1) additional renewal period having a duration of five (5) years commencing October 1, 2029 and expiring September 30,2034(the"Renewal Term"). Notwithstanding anything 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 the Authority written notice of Tenant's intention to exercise the Renewal Option; (ii) Tenant is not in default under this Lease on the 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 of this Lease; (ii) During the Renewal Term,in addition to all other amounts required under this Lease,Tenant shall pay rental payments to the Authority in monthly installments in the amount required by Subsection 5.B hereof, plus applicable sales or other tax, all due in advance on the first 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 of the terms and conditions of this 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 without further action on the part of any of the Parties,terminate and be of no further force and effect. C. Possession upon Expiration. Upon expiration or termination of this Lease as herein provided, in accordance with Subsections 11.0 and 25.B hereof, Tenant hereby waives any demand for possession of the Premises or any structure or improvement then situated thereon or adjacent thereto, including without limitation improvements made at Tenant's expense, and Tenant agrees to vacate and return 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 tear excepted, and shall deliver the keys to the Premises to Authority at its offices described above. Time is of the essence under this Lease. 5. RENT. A. Rental Rate. The rental rate to be paid by Tenant for the Premises under this Lease shall be$0.25295 per square foot of land 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 Date to the immediately following October 1st of this 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 of every calendar month(the"Due Date")during the Lease NAA Form(revised May 2023) -2- GPO 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 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 (collectively the "Rates and Charges"). Tenant understands and agrees that adjustments in the rental rates hereunder as set forth in the Rates and Charges may be based on,among other things, (i) changes in the United States Department of Labor, Bureau of Labor Statistics, 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 to time by the Authority in its sole discretion. The Rates and Charges are incorporated into this Lease and are made a part hereof. Tenant acknowledges and agrees that the 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 Authority, 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 Administrative Offices 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 Legal Proceedings. In the event Tenant fails to deliver to the Authority the rent,taxes,fees, amounts or information as required to be paid or delivered under the provisions of this Lease so that they are received by the Authority later than the tenth(10th)day of each calendar month,the Authority reserves the right to commence any and all legal proceedings, including default or eviction proceedings, in accordance with the laws of the 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 of Florida;provided,however,that this provision shall not be construed to create an obligation for Tenant to pay a usurious rate of interest to Authority. C. Authority's Right to Terminate. The inclusion of an obligation for Tenant to pay the Authority late charges and interest shall not preclude the Authority from terminating this Lease for Tenant's non-payment of rent, amounts due for fees, taxes, expenses or charges, or from enforcing any other provisions contained herein. 7. RIGHT OF TERMINATION OR RELOCATION. The Authority 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 implement 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 to Tenant in its sole discretion,for the balance of the Lease Term,upon the same terms and conditions as set forth in this Lease, alternate premises located within the Airport, including structures and improvements equal to or greater in size than the area of the Premises. After the Authority gives Tenant notice of its intent to 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) -3 - CAO (i) Relocation. 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 of Tenant's conduct of business at the Premises;or (ii) Termination. In the event that (a) the Authority elects to fully terminate this Lease without relocating Tenant or(b)Tenant and the Authority are unable to mutually agree in writing to a relocation(after the Authority gives Tenant written notice of its election to relocate Tenant)pursuant to Subsection7(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 improvements on the Premises taken for the balance of the Lease Term (the "Compensation Valuation"), as determined by a qualified licensed appraiser selected by the 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 the Second Appraiser within fourteen(14)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. If the 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(the"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 of the American Arbitration Association. The expense of the 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 of the Appraiser most different from the average of the 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 to termination of this Lease hereunder, except for the compensation provided for in this Subsection 7(ii). In addition, subject to Subsection 10.E hereof, Tenant may elect to terminate this Lease with at least one hundred eighty(180)days prior written notice to the Authority if and only if Tenant either (i) ceases to directly provide or operate (and as such no longer needs any aircraft 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. 8. PERMITTED USE OF PREMISES. Conditioned upon Tenant's payment of the rental rate under this Lease, applicable taxes, fees and all other amounts 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 Tenant adhering to all terms and conditions of this Lease, including,without limitation,the following covenants and obligations: NAA Form(revised May 2023) -4- CPn 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 "MedFlight" (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 modifying, amending and interpreting the Authority's Rules and Regulations (as hereinafter defined)and Minimum Standards(as hereinafter defined). 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 of the Premises presently or hereafter used as such. In such a case,a means of access,ingress and egress reasonably equivalent to that formerly provided shall be substituted and concurrently made available. C. Exclusive Use of Premises for Aircraft Hangar for the Permitted Use. Tenant agrees that Tenant shall only use the Premises as a non-commercial aircraft hangar for the Permitted 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 for the Permitted Use and(ii)if Tenant for any reason fails to store airworthy aircraft owned by Tenant for the Permitted Use in the Premises for a continuous period in excess of six(6)months, then such failure shall constitute a non-monetary default subject to the remedies set out in Section 27 of this Lease. 9. LIMITS ON USE A. Unauthorized Enterprises and Activities. Notwithstanding anything in this Lease to the contrary, the operation of any enterprise or activity on the Premises other than the Permitted Use is prohibited;provided,however,it is specifically agreed that nothing 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 of all 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 Rights. It is specifically understood and agreed that nothing herein contained shall be construed as granting or authorizing the grant of an exclusive right to Tenant of any aeronautical activity within the meaning of section 308 of the Federal Aviation Act. C. Activity. Tenant shall not engage in any aeronautical activities other than the Permitted Use as permitted and described in Sections 8 and 9 of this Lease. D. Rule Compliance. Tenant shall not engage in any Permitted Use or other activities that violate or depart from the provisions and intent of the Authority's Rules and Regulations and Minimum Standards. NAA Form(revised May 2023) - 5 - GAO e 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 Authority's Rules and Regulations and Minimum Standards. F. Spatial Limitations. This Lease confers no rights to the subsurface of the Premises or any areas adjacent thereto more than five(5)feet below the ground level or to the airspace above the existing rooftop of any structural improvement that is or becomes part of the Premises or any areas adjacent thereto (including the hangar and/or related aviation facilities on the Premises). G. Rights of Authority. The Authority reserves the right to close the Airport or any portion thereof, including without limitation the runway, taxiway, taxilane, apron, terminal buildings and automobile parking facilities,when necessary or convenient in the Authority's sole discretion to further the Authority's management of the Airport. H. Proprietary Exclusive Right of the Authority to Sell Aviation Fuels and Self Fueling 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 Airport except as expressly approved in advance by the Authority pursuant to a revocable license signed by the Executive Director(or other person designated by the Executive Director)of the 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 of any Fuel Farm shall not increase or otherwise enhance in any manner the self-fueling rights and privileges of Tenant. Tenant understands and agrees that any and all dispensing of aircraft 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 strict compliance with the requirements and conditions delineated in the Self Fueling Guidelines, the Authority's Rules and Regulations and the Authority's Minimum Standards. I. Voluntary Curfew Hours. In order to mitigate noise and other impacts of the Airport on the community,the Airport has implemented a voluntary nighttime aircraft flight curfew(i.e., quiet hours) between the hours of 10:00pm and 7:00am (Eastern Time) (the "Voluntary Curfew Hours"). Tenant acknowledges, covenants, agrees and warrants to the Authority as follows: (a) Tenant and Tenant's Affiliates(as hereafter defined)shall at all times use their reasonable best efforts to avoid aircraft departures from or aircraft arrivals 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 Curfew 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.I, the question of whether"reasonable best efforts"were used will depend on consideration of the totality of the circumstances 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 directly 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, coordinating, supporting or otherwise accommodating flights to or from the Airport and/or (iv) using or otherwise facilitating use of the Airport (including the Premises). Nothing in this Subsection 9.I shall be NAA Form(revised May 2023) -6- Cp,0 deemed to be a waiver or agreement by the Authority to any occupancy or use of the Premises by Tenant'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 of this Lease. 10. CONDITION OF PREMISES AND PERIODIC REHABILITATION. A. Acceptance of Present"As Is"Condition. Tenant has occupied the Premises under the Existing Leasehold Agreement, and Tenant hereby accepts the Premises, and all improvements and appurtenances thereto in addition to the land, in their present "as is" condition as suitable for the purpose for which the Premises are leased under this Lease. B. Contamination. Tenant shall be responsible for any damage to or contamination of the 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 if a violation of Federal,State or local law is charged. Tenant shall either document decontamination or provide to the Authority satisfactory evidence that the Premises is not contaminated. The Premises shall not be deemed to be decontaminated until the Authority so states in a written document addressed to Tenant. C. No Liability. The Authority shall not be liable for any damages or loss suffered by Tenant, or for injuries to persons or the Premises. D. Periodic Rehabilitation Required of Tenant. Tenant agrees that (i) on a date between thirty (30) and eighteen(18) months prior to the Expiration Date of this Lease and (ii) if Tenant timely exercises the Renewal Option, on a date between thirty (30) and eighteen(18)months prior 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 of the condition of all of the improvements on or adjacent to the Premises(including the hangar and/or related aviation facilities on the Premises)(the"Inspection Report")prepared by an independent 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 to 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 of the hangar and/or related aviation facilities on the Premises), including,but not limited to,the following:(1)air conditioning(HVAC)systems(if applicable);(2)doors, including the hangar doors, and hardware; (3) electrical systems; (4)elevators (if applicable); (5)exterior lighting systems; (6) signage; (7) fire sprinkler systems (if applicable); (8) security fences; (9) landscape/sprinkler systems;(10)moisture penetration; (11)mold/mildew incursion;(12)paving(parking, apron and tarmac); (13) plumbing systems (if applicable); (14) roofing systems; (15) site drainage; (16) smoke detectors; (17) structural components; (18) termite infestation; (19) windows and hardware; (20) appearance and cosmetic items;and(21)repair and maintenance recommendations. Subject to Section 11 hereof, Tenant covenants and agrees within ninety (90) days of each Inspection Deadline to(a)remediate and repair, at Tenant's sole cost, any and all repair and maintenance recommendations and other deficiencies noted in the Inspection Report and(b)deliver to the Authority a written certification from the Inspector 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, if the full completion of all such repair and maintenance recommendations and other deficiencies noted in the Inspection 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 Inspection Report as soon as reasonably practical within such additional and final ninety(90)day period. Tenant understands and agrees NAA Form(revised May 2023) -7- Gp,O that if all such repair and maintenance recommendations and other deficiencies noted in the Inspection Report are not fully and timely completed by Tenant in accordance with the terms and conditions hereof then this Lease shall,at the sole option of the Authority,terminate and Tenant shall surrender the Premises in accordance with Section 25 herein and all other provisions of this Lease. E. Rehabilitation Required by Tenant Upon Termination. Should Tenant exercise its termination option 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 10.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 11 hereof, Tenant covenants 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 Inspector 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 acknowledges that no representations as to the condition of the 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 the Effective Date of this Lease. 11. CONSTRUCTION ACTIVITY AND VESTING OF IMPROVEMENTS. A. Construction Activity. 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 related 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 guarantees of payment and performance of such construction, work, alterations, maintenance and repairs, as deemed appropriate in the sole and absolute discretion 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 that may have jurisdiction over the Premises and Tenant's operations. Tenant is solely responsible for determining and obtaining all necessary permits and approvals, and for paying 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 constitute a representation or warranty as to their conformity with the zoning,building standards, codes, requirements or other obligations of the City of Naples,State of Florida,Federal Aviation Administration("FAA"),South Florida Water Management District or any other required governmental or non-governmental agencies or parties. Without limiting the generality of the foregoing,if required by applicable law or regulation,Tenant shall file for and obtain(prior to the Authority's written approval of Tenant's proposed construction,work, alterations, maintenance or repairs) (i) an airspace determination from the FAA and (ii) any and all necessary environmental determinations. Nothing in this Subsection 11.A shall prohibit Tenant from making emergency repairs to the extent necessary to protect material improvements on or to the Premises from sustaining 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 after commencing NAA Form(revised May 2023) - 8- GPQ 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 Requirements. Every general contractor, subcontractor and other party performing any construction, work, alterations, maintenance or repairs or about the Premises, regardless of the 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 of the State of Florida"being named as an additional insured under each such insurance policy. C. Vesting of Improvements. 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, alterations, 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 INTEREST IN THE PREMISES AND DISCHARGE OF LIENS. A. The interest of the Authority in the Premises and the Airport is not subject to liens for improvements or alterations made by Tenant. The Authority hereby notifies all general contractors, subcontractors,materialmen, lienors and other parties 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 Section 713.10, Florida Statutes, the interest of the Authority as lessor in the Premises and areas adjacent thereto being subject to any liens for improvements made by Tenant or any other parties. In 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 of the Authority's interest in the Premises and the Airport. Upon request,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 furnishing labor, services or materials) to the Premises or areas adjacent thereto of the provisions of this Subsection which prohibit the interest of the Authority as lessor in the Premises and areas adjacent thereto being subject to liens for improvements made by Tenant or any other parties and(c)to execute immediately upon the Authority's request from time to time a written notice in recordable form that complies with all of the requirements of Section 713.10,Florida Statutes,and is otherwise acceptable to the Authority in its sole discretion. Without limiting the generality if the foregoing,within five(5)days of the Authority's request, Tenant shall execute with the formalities for recording a Notice Pursuant To Florida Statutes Section 713.10 in the form of Exhibit B attached hereto and made a part of this Lease and deliver the executed original thereof to the Authority. NAA Form(revised May 2023) 0 B. Without limiting the effect or requirements of Subsection 12.A hereof,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. In the event of the filing of any lien, or any other charge whatsoever against the Premises, the Authority or its property, Tenant shall immediately take all necessary action to secure the release of same and shall provide, at Tenant's expense, all bonds, security or undertakings to accomplish the release of such liens. In the event Tenant fails to secure the release of any such liens within 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. Tenant agrees to indemnify and hold the Authority harmless from all liability, damages associated with this requirement, expense and costs, including reasonable attorney's fees. 13. RULES AND REGULATIONS AND MINIMUM STANDARDS. At all times during the Lease Term, Tenant hereby agrees to observe and comply with, at its own expense, all laws, policies, ordinances, rules, and regulations promulgated by the Authority and any other appropriate City, County, State, 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 comply 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 pursuant to the City of Naples Airport Authority Act of the 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 time to 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 comply with the Authority's Minimum Leasing and Operating Standards for the Naples Municipal Airport and any and all other rules and requirements on file in the offices of the Authority's Executive Director(collectively the "Minimum Standards"). The Minimum Standards are incorporated 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 notice to Tenant. Tenant shall also comply with any and all applicable governmental statutes, orders,guidelines,rules and regulations. 14. AIRPORT OPERATIONS. A. Conduct of Business by Tenant. In the use of the Premises pursuant to this Lease, Tenant shall conduct its operations in a lawful, ethical, orderly and proper manner so as not to interfere with the rights and privileges of others at the Airport and shall be responsible for the conduct, demeanor and appearance of its employees and invitees and of those doing business with Tenant. Upon receipt of complaints concerning the conduct of its business, Tenant shall immediately address such complaints and correct any improper or otherwise inappropriate conduct as required by the Authority. NAA Form(revised May 2023) - 10- PO OU B. Care of Aircraft. The responsibility for setting brakes, placing chocks, or otherwise securing any aircraft is solely that of the Tenant. Authority is under no obligation to move Tenant's aircraft into or out of the Premises. If,at Tenant's request,the Authority does so move said aircraft, Tenant shall assume all risk of any and all damage or loss occasioned thereby and shall pay the designated fee to the Authority. C. Airport Hazards or Nuisances. Tenant agrees to refrain from any act or omission which would interfere with or adversely affect the operation or maintenance of the Airport,disturb the quiet enjoyment of the use of the Airport or surrounding 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 accumulation,vibration,prop-wash or jet blast or(ii)is unlawful,hazardous, dangerous or otherwise a nuisance by reason or risk of explosion, fire, harmful emissions, noise or otherwise. 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 Authority's Executive Director(or other person designated by the Authority's Executive Director). 15. FLAMMABLE MATERIALS. Flammable or explosive gases, liquids 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 Authority's Minimum Standards, the Authority's Self Fueling Guidelines, the rules of the Florida Inspection and Rating Bureau and all other applicable statutes,guidelines and ordinances in force and effect during the Lease Term. 16. WASTE,MAINTENANCE,REPAIR AND CLEANLINESS OF PREMISES. Tenant understands that good maintenance and repair is its leasehold obligation, and Tenant agrees to perform and comply with all of the following: A. Waste. Tenant shall not commit, nor suffer 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 at all times in good order and condition. B. Tenant's Maintenance, Repair 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 terms and conditions of Section 11 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 NAA Form(revised May 2023) - 11 - p C.7: limitation,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 of any kind must be maintained in good condition and must be repainted or treated when reasonably required to preserve the structure and to maintain high standards of appearance at the Airport. All maintenance, repairs and replacements must be of a quality substantially equal to or better than the original materials and workmanship. Any changes in exterior colors are subject to the prior written approval of the 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 thereto(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 moisture,and the prevention and remediation of mold,are integral obligations of Tenant under this 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,but not limited to,observed or suspected instances of water damage, condensation, seepage, leaks or any other water penetration(from any source, internal or external), 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, suspects 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). If the Authority has any reason to suspect 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), 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) to perform any inspections or tests, at Tenant's sole expense,to determine whether 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 that specializes in mold remediation("Mold Contractor")to prepare, conduct and complete a remediation plan for the Premises and the buildings and other improvements thereon or adjacent thereto(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 the 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 acceptable to the 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 Form(revised May 2023) - 12- �O U D. Maintenance,Repair,Remediation and Replacement upon Notice of Authority. In addition to Tenant's obligations under Subsections 10.B and I0.0 and other provisions of this Lease,within ninety(90)days of written notice by the Authority to 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 promptly undertake and satisfy any of the maintenance, repair, remediation and replacement obligations required under this Lease within ninety(90)days of written notice by the Authority to 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 percent (110%) of its costs and expenses from Tenant. If Tenant fails to reimburse the Authority for that amount within thirty (30) days of written demand, Tenant's failure to reimburse Authority shall constitute an additional default under this Lease. F. Clean, Safe and Sanitary 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 governmental 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 of Tenant's occupancy of the Premises or its operations. G. Solid Waste. Tenant further agrees to contract with a franchised solid waste hauler to dispose of solid waste. Tenant shall be responsible for its own trash removal, dumpster maintenance, and construction debris removal at all times during the 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(110%)of the cost of removal. H. Liquid Waste. Tenant shall provide, as necessary, a separate drainage, collection or separation system to ensure that no untreated liquid waste from any type of operation be discharged directly into the soil or ground of the Premises,on any property adjacent to the Premises or into any of the 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 of the Airport,including the Premises. Operable but 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, visitors, 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 of repairs to 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 to the Premises and shall connect its improvements to the sewer main. Tenant shall pay all costs of connecting, maintaining,repairing and replacing its improvements to the sewer including the installation of the lateral pipes,the hook-up fee and monthly charges as billed by the City of Naples or the Authority to Tenant. NAA Form(revised May 2023) - 13 - GP L. Fence. Tenant shall at all times during the Lease Term maintain a fence (which maintenance includes trimming and removal of grass,trees,landscaping and other objects of natural growth 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 of the fence line shall be specified and approved by the Authority. Tenant's portion of the fence shall be maintained at Tenant's sole cost 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 of the Premises,onto property adjacent to the Premises or into the storm drainage, sanitary or other water systems at the Airport, and agrees 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 Authority for these costs, including attorneys' fees. 18. SECURITY The Authority is under no obligation to provide security to the Premises. Tenant may, at Tenant's sole expense, employ security personnel, install security lighting, or maintain alarm systems. If Tenant elects to install outdoor lighting, Tenant must request permission from the Authority prior to installation. Security requirements are imposed on the 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 maintain 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 other 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. Without limiting the obligations of Tenant under this Section 18,Tenant acknowledges and agrees that the Authority may (in the sole discretion of the Authority), 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 Tenant under this Section 18), including, without limitation, cameras,gates, lighting and alarms, on or about the Premises and improvements located thereon. 19. UTILITY SERVICES,TAXES AND FEES A. Utilities. Tenant shall pay for all utilities with respect to the Premises or the occupancy thereof, including without limitation, all costs of electric, water, sewer, trash pick-up, refuse removal, telephone, internet and other services. Tenant shall have the privilege, at its sole expense, to access any existing water, stormwater management, electrical, phone, internet and other utility service facilities during the Lease Term. Should Tenant's operations at any time require additional or modified utility 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) - 14 GP' or other entitlements from the Authority,City of Naples,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 Authority to provide or grant any utility service facilities, right-of-way easements or other entitlements to Tenant that are not presently available to the Premises. B. Taxes and Fees. Tenant shall pay when due all valid taxes, special assessments, excises, license fees and permit fees of whatever nature applicable to its operation or levied or assessed against the Premises or 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. If any 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 respect to this Lease, the leasehold interest 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 of such Leasehold Taxes. If at any time required by the Authority in its sole discretion, Tenant shall include payment of the Leasehold Taxes 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 of Authority. Tenant further agrees not to permit any such Leasehold Taxes or other taxes, special assessments, excise, license fees and permit fees to become delinquent. Tenant agrees to indemnify and hold the Authority harmless from and against 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 of the buildings and improvements constructed on the Premises. Upon expiration of this Lease, Tenant shall remove all signs, cards and placards at the direction of Authority. 21. ASSIGNMENT,SUBLEASE,SALE AND ENCUMBRANCE. A. Assignment, Subleasing, Sale, Encumbrance and Other Transfer by Tenant Prohibited.Notwithstanding anything 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, the Premises or in any improvements thereon or adjacent thereto (including the hangar and/or related aviation facilities on the Premises) or(d) allowing any other persons or entities (except Tenant's authorized representatives approved by the Authority)to occupy or use all or any part of the Premises or improvements thereon or adjacent thereto(including the hangar and/or related aviation facilities on the Premises). A sale,transfer or other conveyance of any sort of(i)all or any 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 change 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) - 15 - coA voluntary or by operation of law,or in one or a series of transactions,shall constitute an assignment of this Lease by Tenant which is prohibited under this Subsection 21.A. Any assignment of this Lease, sublease, sale, encumbrance, transfer, occupancy or use by Tenant in violation of this Subsection 21.A is voidable and,at the Authority's election, constitutes a default of this Lease. B. Assignment or Encumbrance by Authority Permitted. The Authority may assign, hypothecate,mortgage,pledge or otherwise encumber its interest in this Lease. The Authority may employ outside management services for lease administration or any of its obligations under this Lease. 22. REPRESENTATIONS,RELEASE AND INDEMNIFICATION. Tenant hereby represents and warrants to the Authority that as of the 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) Tenant 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 of the"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, attorneys, insurers and agents from and against any claim, action, suit, demand, cost, expense or liability of any kind, whether known or unknown, relating in any way to 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, indemnify and defend the Authority and the Authority's past and present commissioners, directors, managers, employees, agents, insurers, attorneys,representatives,successors,and assigns,in both their individual and representative capacities,of, from and against any and all liabilities, losses, damages,costs, expenses, causes of action,suits, penalties, claims,demands,and judgments of every kind and nature,including,without limitation,attorneys'fees and expenses of defense(through all appeals), arising out of or in connection with: A. any act, error or omission of Tenant or Tenant's personnel, employees, agents, suppliers, subcontractors, licensees, invitees or trespassers; B. the performance of this Lease; C. the failure to fulfill any obligations of Tenant under this Lease;and D. the use and possession of the Premises. As part of the Tenant's indemnification and defense obligations under this Section 22,the Authority shall be entitled to select and engage its own counsel or attorneys, and Tenant shall reimburse the Authority for all reasonable counsel and attorney's fees and costs. Indemnification by the Tenant shall be subject to the limitations set forth in Florida Statutes §768.28.Nothing in this Lease shall be construed as a waiver by the Tenant or the Authority of their 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, insurers, attorneys, NAA Form(revised May 2023) - 16- C representatives, successors, and assigns, in both their individual and representative capacities, by Tenant, any of Tenant's personnel, employees, agents, suppliers, subcontractors, licensees, invitees or trespassers and anyone claiming by or through Tenant. Tenant's obligations under this Section 22 shall not be limited in any way by Tenant's limits of,or lack of, sufficient insurance protection. 23. INSURANCE REQUIREMENTS. A. Insurance Coverage. Tenant shall procure and maintain in force, at its sole cost during the entire Lease Term, all of the following insurance policies and coverage requirements: (i) Commercial General Liability Policy 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 occurrence and Two Million and 00/100 Dollars($2,000,000)aggregate; (ii) Airport Premises Liability Policy with limits of not less than One Million and 00/100 Dollars ($1,000,000) per occurrence and Two Million and 00/100 Dollars ($2,000,000) aggregate; (iii) 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 Tenant's personal property on the 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 of buildings and improvements. The replacement value shall be determined by Tenant by obtaining an appraisal whenever reasonably requested by the Authority.If Flood Insurance is not available within the property policy coverage, and if any of the 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) Hangarkeepers' Liability Policy at all times when Tenant is allowing any other parties to occupy or use any part of the Premises or areas adjacent to the Premises (including the hangar and/or related aviation facilities on the Premises), with limits equal to or greater than actual exposure,but in no event less than One Million and 00/100 Dollars ($1,000,000)per occurrence and Two Million and 00/100 Dollars($2,000,000)aggregate; (v) Aircraft Liability Policy covering the operation and all other aviation risks associated with any aircraft stored on or adjacent to the Premises or on any other part of the Airport, with limits of not less than One Million and 00/100 Dollars ($1,000,000)per occurrence and Two Million and 00/100 Dollars($2,000,000)aggregate; (vi) Automobile Liability Policy for all automobiles, including all vehicles owned, non-owned, leased and hired, including bodily injury, death and property damage, with limits of not less than One Million and 00/100 Dollars ($1,000,000) 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 less than Five Million and 00/100 Dollars ($5,000,000)combined single limit. Coverage shall apply to all vehicles operating on the Airport,whether on or off the Airport,excepting those personal vehicles operated by Tenant, Tenant's agents or Tenant's employees for commuting, in which case Tenant shall only be NAA Form(revised May 2023) - 17- Cp,O required to carry Employer's Non-Ownership coverage (with the same limits) for such personal vehicles and ensure that the vehicles are personally insured; (vii) Storage Tank Liability Policy if a Fuel Farm is located on or near the Premises,with limits of not less than One Million and 00/100 Dollars($1,000,000)per occurrence and Two Million and 00/100 Dollars($2,000,000)aggregate; (viii) Builder's Risk Policy at all times during the construction of or 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 to be used for completion of the work performed against all risks of physical loss,with limits of no less than one hundred percent (100%) of the completed replacement cost value issued on an All Risk form, including windstorm and flood; and (ix) Workers' Compensation Policy in accordance with the requirements of Florida law, unless Tenant is exempt and not required by applicable law to do so. B. Insurance Conditions. All policies of insurance required to be procured and maintained by Tenant under this Lease shall strictly comply with all of the 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 carriers approved and licensed by the Florida Office Of Insurance Regulation and meet a minimum financial AM Best and Company rating of no 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 of gross 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,return receipt requested; (ii) Changes 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 notify the Authority in writing at least thirty (30)days prior to any cancellation, non-renewal or change in coverage of any of the insurance policies required under this Lease; (iii) Loss Payee/Additional Insured. 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 name 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 of the State of Florida"with an address of"160 Aviation Drive North,Naples,Florida 34104;" (iv) Evidence of Insurance. Tenant shall secure and deliver to the Authority certificates of insurance evidencing that all of the insurance policies required under this Lease are in force in strict accordance with this Section 23 prior to the Effective Date hereof and 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) - 18- CPn ' insured, must be verified on the certificates of insurance required hereunder. Upon written request from the Authority,Tenant shall deliver to the Authority full copies of any insurance policies required under this Lease; (v) Right To Increase or Modify Insurance Requirements. The Authority reserves the right in its sole discretion to increase or otherwise modify 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 of any increase or modification to the insurance requirements under this Lease; and (vi) Miscellaneous. The Tenant shall, at its sole cost, comply with all requirements of any insurance carrier necessary for the maintenance of the 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, after Tenant becomes aware of such claims. The Authority does not represent that the 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 of Tenant 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 Tenant under this Lease. If Tenant shall fail to maintain any of the 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. 24. 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. SURRENDER DAMAGES. Tenant,upon the expiration or earlier termination of this Lease for any reason,shall vacate the Premises and deliver immediate possession of the Premises to Authority. A. Personal Property. Upon the expiration or earlier termination of this Lease, provided all amounts due to Authority have been paid, Tenant shall have the right and responsibility to remove all of its personal property exclusive of fixtures, which it has maintained on or adjacent to the Premises (including the hangar and/or related aviation facilities on the Premises), which removal shall be accomplished no later than the expiration or earlier termination of this Lease. Electrical and plumbing facilities,air conditioners and other permanently installed fixtures shall not be considered personal property. Tenant agrees to repair any damage occasioned by the removal of its personal property or damage caused NAA Form(revised May 2023) - 19- CA 0 by Tenant's occupancy. In 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 of this 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(110%)of its costs and expenses from Tenant. B. Title to Improvements. Tenant acknowledges and agrees that at the expiration or earlier termination of this 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 property of the 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 of ownership 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 the 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. C. Failure to Surrender Premises. If Tenant fails to surrender the Premises to the Authority on expiration or earlier termination 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 of the Premises. 26. DEFAULT. In addition to all other events of default described herein, each of the following shall constitute an event of default on the part of Tenant 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 amounts 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 (12) months, then Tenant shall have a ten (10) 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 of any other agreement, license,contract or permit between Tenant(or any officer, director, shareholder or principal of Tenant)and the Authority; C. Other Non-Monetary Obligations. Failure by Tenant to perform any non-monetary obligation, agreement, covenant, condition or obligation under this Lease; provided, however, if any non- monetary default (other than a default in any payment) under this Lease is curable and if Tenant has not been given a notice of a breach of the same or similar non-monetary provision of this Lease within the preceding twelve (12) months,then Tenant shall have a thirty (30) day grace period after notice from the Authority or its agent to commence and complete the cure of such non-monetary default; provided further, however, if the cure of such non-monetary default requires more than thirty (30) days, then Tenant 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 complete the cure of such non-monetary default as soon as reasonably practical within such additional(and final)sixty(60)day grace period(and Tenant shall keep the Authority informed of Tenant's efforts to cure the non-monetary default and provide the Authority with weekly written progress reports); NAA Form(revised May 2023) -20- CAO D. Violation of Law. The violation by Tenant of any local, state or federal aviation law,order, statute or ordinance(including any resolution of the Authority), if such violation continues and is not fully cured within ten(10)days after written notification to Tenant of such violation; E. Violation of Rules and Regulations and Minimum Standards. An infraction 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 of such 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 of the infraction or violation; F. Bankruptcy. The filing of any voluntary petition in bankruptcy by Tenant, or the filing of any involuntary petition by Tenant's creditors which remains undischarged for a period of thirty (30)days. In the event that under applicable law the trustee in bankruptcy or Tenant has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, in such time period as may be permitted by the bankruptcy court having jurisdiction,cure all defaults of Tenant hereunder outstanding as of the date of the affirmance of this Lease and provide to Authority such adequate assurances as may be necessary to ensure Authority of the continued performance of all of Tenant's obligations under this Lease (and, further, the Authority shall receive all the protections available to creditors under the United States Bankruptcy Code including, but not limited to, section 365 thereof, as amended from time to time); G. Receivership. The appointment of a receiver to take possession of substantially all of the Tenant's assets or the Premises,if such receivership remains undissolved for a period of one hundred eighty(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 of ten(10)days after the levy thereof; I. Insolvency. The admission by Tenant in writing of its inability to pay its debts as they become due,the filing by Tenant of a petition seeking any reorganization, arrangement,composition, readjustment,liquidation,dissolution or similar relief under any present or future statute,law or regulation, the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding or, if within thirty (30) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed; J. Death or Dissolution. The death of Tenant if Tenant is an individual, or the dissolution or termination of Tenant if Tenant is an entity,trust or other organization; and K. Pollutants. Any release by Tenant of pollutants, contaminants or hazardous materials on or from the Premises 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. 27. AUTHORITY'S REMEDIES The following shall constitute the Authority's rights and remedies upon the occurrence of any one or more event of default set forth in Section 26 herein or elsewhere in this Lease (provided, NAA Form(revised May 2023) -21 - CAp however, the following rights and remedies are not exclusive; they are cumulative and in addition to any other rights and remedies of the Authority now or hereafter allowed by law or equity): A. Termination. If an event of default under this Lease occurs, the Authority shall have the absolute right,with or without notice or demand,to immediately terminate this Lease,and recover possession of the Premises or any part thereof and expel and remove therefrom Tenant and any other person occupying the Premises, by any lawful means, and again repossess and occupy the Premises without prejudice to any of the remedies that Authority may have under this Lease,or at law or equity by reason of Tenant's default or of such termination; B. Continuation After Default. Even if Tenant has breached this Lease and/or abandoned the Premises, at Authority's 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 terminating this Lease,may exercise all of the rights and remedies of a landlord under the laws of the State of Florida. Acts of maintenance or preservation,efforts to lease the Premises,or the appointment of receiver upon application of the Authority to protect Authority's interest under this Lease shall not constitute an election by the Authority to terminate Tenant's right to possession. C. Damages 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 rights and remedies of a landlord in addition to governmental police power, all as provided by the laws of the State of Florida. At its sole option, the Authority may recover possession of the Premises and lease it to another tenant,reimburse itself for any expenses and apply whatever net rent is derived from this transaction in reduction of the amounts due Authority from Tenant in rental payments and any other charges and amounts. 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 amounts 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: (1) the amount at the time of award of the unpaid rental amount and other amounts which had accrued at the time of termination; (2) an amount equal to the amount by which the unpaid rental amount that would have been earned after termination until the time of award exceeds the amount of such rent loss that the Tenant proves could have been reasonably avoided; (3) the worth at the time of award of the amount by which the unpaid rent for the balance of the 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 consequentially caused to the Authority by Tenant's failure to perform its obligations under this Lease. The amounts referred to in Subsections 27.C(1) and (2) above shall be computed 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 27.C(3)shall be computed by reference to competent appraisal evidence of the formula prescribed by and using the lowest discount rate permitted under applicable law. NAA Form(revised May 2023) -22- Cp,O 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,if the Premises are partially destroyed and the damage does not exceed fifty percent(50%)of the aggregate value of all of the structures and improvements on the Premises prior to such destruction or damage,then(i)Tenant shall be obligated to reconstruct equivalent structures and improvements on the Premises using available insurance proceeds towards the reconstruction cost,(ii)Tenant shall be obligated to commence reconstruction within three(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 10 and 11 of this Lease and (iv) the rental payments described in Section 5 of this 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 under this Lease abate in excess of twelve(12)months from the date of destruction or damage; provided, however, notwithstanding the foregoing, (a) any rent abatement hereunder shall be proportionate to the portion of the 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. Tenant shall not be entitled to any compensation, benefits or damages from the Authority for loss of use of the whole or any part of the Premises and/or any inconvenience or annoyance occasioned by such destruction, damage or reconstruction. B. Unless otherwise approved in writing by the Authority,if the Premises are partially or fully destroyed and the damage equals or exceeds fifty percent(50%)of the aggregate value of all of the structures and improvements on the Premises prior to such destruction or damage,then Tenant shall have the option to reconstruct equivalent structures 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 of the destruction or damage,then(i)Tenant shall be obligated to commence reconstruction within six (6) months from the date of the destruction or damage and to complete reconstruction within eighteen(18)months after the date of destruction or damage, (ii)the reconstruction shall be performed in strict accordance with the terms, conditions and requirements of Sections 10 and 11 of this Lease and(iii)the rental payments described in Section 5 of this 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 under this Lease abate in excess of eighteen(18)months from the date of destruction or damage;provided,however,notwithstanding the foregoing,(a)any rent abatement hereunder shall be proportionate to the portion of the 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. If Tenant does not provide written notice to the Authority of Tenant's election to reconstruct within three(3)months from the date of the destruction or damage,then this Lease shall automatically terminate in which case the Authority will retain all insurance proceeds relating to such destruction, damage or reconstruction as liquidated damages. Tenant shall not be entitled to any compensation, benefits or damages from the Authority for loss of use of the whole or any part of the Premises and/or any inconvenience or annoyance occasioned by such destruction,damage or reconstruction. NAA Form(revised May 2023) -23 - CPS` 29. AIRPORT DEVELOPMENT. Tenant agrees that Authority may develop or improve the facilities at the Airport as it deems advisable regardless of the interests of the Tenant and without interference or hindrance from Tenant. 30. ATTORNEY FEES. The prevailing party shall recover the attorney's fees and costs incurred to enforce any provision of this Lease including all costs of collection. Attorney's costs and expenses recoverable shall include all out of pocket expenses and shall not be limited by the Florida Statewide Uniform Guidelines for Taxation of Costs in Civil Actions or any other applicable guidelines. 31. RIGHT OF FLIGHT OPERATIONS. Tenant acknowledges and agrees that the Authority reserves for itself, its successors and assigns,for the use and benefit of the public,a right of flight for the passage of aircraft in the airspace above the surface of the Premises,together with the right to cause in 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 of that 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 by Authority. Tenant acknowledges and agrees that the Authority reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent Tenant from erecting, or permitting to be erected, any building, 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 constitute a hazard to aircraft or Airport users. B. Navigational 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 growth and other 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. 34. CONDEMNATION. A. Termination. If,at any time during the Lease Term,(i)the Authority's possession or rights under that certain 99-year land lease between the City of Naples and the Authority,dated December 3, 1969 and recorded at O.R. Book 488, Page 227, of the Public Records of Collier County, Florida(the NAA Form(revised May 2023) -24- GPO� "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 of eminent 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 of this Section 34, "substantially all of the Premises" shall be deemed to have been taken if the remaining portion 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. Nothing herein shall waive any right that the Authority or Tenant may have concerning any rights to be compensated for the appropriation or taking of property or rights by condemnation. 35. GOVERNING LAW. This Lease shall be governed by and interpreted according to the laws of the State of Florida. Any litigation involving this Lease or the use and occupancy of the Premises shall be filed and litigated in Collier County, Florida, in a non jury proceeding. TENANT HEREBY WAIVES AND RELEASES ANY RIGHT IT HAS OR MAY HAVE TO A TRIAL BY JURY OF ANY ISSUE. 36. BINDING EFFECT. This Lease shall be binding upon, and inure to the benefit of the Parties hereto and their successors and such assigns as may be approved by the Authority 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 21.A hereof or otherwise not permitted under this Lease. 37. REMEDIES CUMULATIVE-NO WAIVER. A. Cumulative Rights. The rights and remedies granted to Authority under this Lease shall be deemed to be cumulative and non-exclusive. The failure by the Authority at 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 of such rights or remedies at a later date. B. Acceptance of Partial Payments. The Authority may,at its exclusive option,accept partial or late payments from Tenant, without waiving any rights concerning collection of the 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's right to occupy the Premises. Nothing in this provision shall excuse Tenant from making full and timely payment of all amounts due under this Lease. 38. NOTICE TO PARTIES. It is understood and agreed between the Parties hereto that notice that is either(i) mailed by certified mail,return receipt requested,(ii)shipped by FedEx,UPS or other nationally recognized courier or(iii) hand delivered to the Authority or Tenant (or to an employee or agent of Tenant) shall constitute proper and sufficient written notice under this Lease if sent to the places designated in Section 1 hereof or at such other address as either of the Parties may designate to the other by notice in writing. NAA Form(revised May 2023) -25 t CAO 39. SEVERABILITY. In the event any provision of this Lease be determined by a proper judicial authority to be unenforceable, such provision shall be considered separate and severable from the remaining provision of this Lease,which shall remain in force and be binding as though such unenforceable provision had not been included, unless the Authority in the reasonable exercise of its discretion determines that the provision found to be unenforceable goes to the essence of this Lease and its absence renders this Lease defective, then this Lease shall terminate and be of no further force or effect. 40. 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. 41. DOMINANT AGREEMENTS. Tenant hereby covenants and agrees that all of Tenant's rights and privileges under this Lease are subject and subordinate to any and all rights, liens, licenses, leases,tenancies, mortgages, uses, encumbrances and other restrictions which may now or hereafter bind the Authority or encumber the Airport(or any part of the Premises), and to all renewals, modifications and extensions thereof Without limiting the generality of the foregoing, Tenant expressly understands that this Lease is subordinate and subject to the Authority's Rates and Charges,the Authority's Self Fueling 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 Florida, Collier County, City of Naples or other government or quasi-government entity or agency, whether presently existing or hereinafter created. During times of war or national emergency, the Authority shall have the right to lease the landing area or any part thereof to the United States Government for military or naval or similar use, and, if such lease is executed,the provisions of this Lease insofar as they are inconsistent with the provisions of the lease to the United States Government,shall be suspended.Any executed lease,including this one,shall be subordinate to the provisions of any existing or future agreement between Authority and the United States, relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the Airport. Tenant hereby covenants and agrees to modify any of the terms and conditions of this Lease which may be determined to be in violation of existing or future laws, regulations, grant assurances or other requirements. In the event the Parties are unable to mutually agree to a reasonable modification of the terms and conditions of this Lease pursuant to this Section 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 of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the Collier County Public Health Unit. 43. 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 - c,P 44. 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. 45. AMENDMENT. This Lease shall not be altered, changed, or amended except by instrument in writing executed by the Authority and the Tenant. 46. FAA REQUIRED CONTRACT PROVISIONS. A. Civil Rights—General. In all its activities within the scope of its airport program, the Tenant agrees to comply with pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin (including limited 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 of the Civil Rights Act of 1964. If the Tenant 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 Rights — Title VI Assurances - Compliance with Nondiscrimination Requirements. During the performance of this Lease,the Tenant,for itself,its assignees,and successors in interest(hereinafter referred to as the"Tenant"),agrees as follows: (1) Compliance with Regulations: The Tenant (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts And Authorities, as they may be amended from time to time,which are herein incorporated by reference and made a part of this Lease. (2) Non-discrimination: The Tenant,with regard to the work performed by it during this Lease, will not discriminate on the grounds of race, color, national origin (including limited English proficiency), creed,sex(including sexual orientation and gender identity),age, or disability in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Tenant will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity,project,or program set forth in Appendix B of 49 CFR part 21. (3) Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the Tenant for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Tenant of the Tenant's obligations under this Lease and the Nondiscrimination Acts and Authorities on the grounds of race,color,or national origin. (4) Information and Reports: The Tenant will provide all information and reports required by the Acts,the Regulations,and directives issued pursuant thereto and will permit access to its books, records,accounts,other sources of information,and its facilities as may be determined by the Authority or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a Tenant is in the exclusive possession of another who fails or refuses to furnish the information, the Tenant will so certify to the Authority or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. NAA Form(revised May 2023) -27- ( 0) (5) Sanctions for Noncompliance: In the event of Tenant's noncompliance with the non-discrimination provisions of this Lease,the Authority will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including,but not limited to: (a) Withholding any payments to the Tenant under this Lease until the Tenant complies; and/or (b) Cancelling, terminating,or suspending this Lease, in whole or in part. (6) Incorporation of Provisions: The Tenant will include the provisions of Subsections 46.B(1) through (6) in every subcontract, including procurements of materials and leases of equipment,unless exempt by the Acts,the Regulations and directives issued pursuant thereto. The Tenant will take action with respect to any subcontract or procurement as the Authority or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Tenant becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Tenant may request the Authority to enter into any litigation to protect the interests of the Authority. In addition, the Tenant may request the United States to enter into the litigation to protect the interests of the United States. C. Construction/Use/Access to Real Property Acquired Under the Activity,Facility or Program. (1) The Tenant for itself/himself/herself, its/his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that(a)no person on the ground of race, color, or national origin,will be excluded from participation in, denied the benefits of,or be otherwise subjected to discrimination in the use of said facilities, (b) that in the construction of any improvements on, over, or under such land,and the furnishing of services thereon,no person on the ground of race,color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination,(c)that the Tenant will use the premises in compliance with all other requirements imposed by or pursuant to 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 Authority will have the right to terminate this Lease and to enter or re- enter and repossess the Premises and the facilities thereon, and hold the same as if this Lease had never been made or issued. D. Title VI List of Pertinent Nondiscrimination Acts and Authorities. During the performance of this Lease,Tenant,for itself,its assignees,and successors in interest,agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: • Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.,78 stat. 252), (prohibits discrimination on the basis of race,color,national origin); • 49 CFR part 21 (Non-discrimination in Federally-Assisted Programs of the Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,(42 U.S.C. §4601),(prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended,(prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.),(prohibits discrimination on the basis of age); NAA Form(revised May 2023) -28- GP • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123),as amended, (prohibits discrimination based on race,creed,color,national origin,or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub- recipients and contractors,whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems,places of public accommodation,and certain testing entities(42 U.S.C. §§ 12131 - 12189)as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123)(prohibits discrimination on the basis of race, color,national origin,and sex); • Executive Order 12898,Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). E. Federal Fair Labor Standards Act. This Lease and all contracts and subcontracts that result from this Lease incorporate by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. Tenant has full responsibility to monitor compliance to the referenced statute or regulation. Tenant must address any claims or disputes that arise from this requirement directly with the U.S.Department of Labor —Wage and Hour Division. F. Occupational Safety and Health Act. This Lease and all contracts and subcontracts that result from this Lease incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. Tenant must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to others.Tenant retains full responsibility to monitor its compliance and their subcontractor's compliance with the applicable requirements of the Occupational Safety and Health Act of 1970(20 CFR Part 1910). Tenant must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor—Occupational Safety and Health Administration. G. Prohibition of Certain Telecommunications and Video Surveillance Services of Equipment. Tenant and its subcontractors agree to comply with mandatory standards and policies relating to use and procurement of certain telecommunications and video surveillance services or equipment in compliance with the National Defense Authorization Act [Public Law 115-232 § 889(f)(1)]. 47. FLORIDA PUBLIC RECORDS LAWS. A. IF TENANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO NAA Form(revised May 2023) -29- O OP TENANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS LEASE, CONTACT THE AUTHORITY'S CUSTODIAN OF PUBLIC RECORDS AT (239) 643-0733, ADMINISTRATION(&,,FLYNAPLES.COM AND/OR 160 AVIATION DRIVE NORTH, NAPLES, FLORIDA 34104. B. Tenant acknowledges and agrees that Tenant shall be required to comply with Florida's Public Records Laws,Chapter 119,Florida Statutes. Specifically,Tenant hereby covenants and agrees that it shall: (1) keep and maintain public records required by the Authority to perform the services under this Lease; (2) upon request from the Authority's custodian of public records, provide the Authority with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes,or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the term of this Lease and following completion of this Lease if Tenant does not transfer the records to the Authority; and (4) upon completion of this Lease,transfer,at no cost,to the Authority all public records in possession of Tenant or keep and maintain public records required by the Authority to perform the services under this Lease.If Tenant transfers all public records to the Authority upon completion of this Lease, Tenant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.If Tenant keeps and maintains public records upon completion of this Lease, Tenant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Authority, upon request from the Authority's custodian of public records, in a format that is compatible with the information technology systems of the Authority. [Signatures appear on the following page.] NAA Form(revised May 2023) - 3 0 - �0 C IN WITNESS WHEREOF,the Parties have caused this Lease to be executed and delivered as of the Executed Date but made effective as of the Effective Date. AUTHORITY: CITY OF NAPLES AIRPORT AUTHORITY, a political subdivision f the State of Florida By: CL. Christopher A.Rozansky,Executive Director Approved as to form and legal fficiency: i iam L. Owens Counsel to the Authority TENANT: BOARD OF COUNTY COMMISSIONERS OF COLLIER TY,FLORIDA, a political su d' i on of h Stat Florida, By: Chris , hairman ATTEST: CRYSTAL K. KINLEL, CLERK OF THE CII(CUIT COi T '1COMPTROLLER Aitesas td Chairman's "signature e13eputy Clerk Approv s to form and legality: Sally A. ar,Assistant County Attorney R�Z'l NAA Form(revised May 2023) -31 - U� ._M _ EXHIBIT "A" LEGEND fp = MAILBOX o L] = TELEPHONE RISER RN = WATER METER ® = WATER VALVE T N - = SIAMESE CONNECTION M = FIRE HYDRANT - ® = CLEANOUT CE= RUNWAY LIGHTS SCALE: 1" = 100' , ROUTE MARKER APPROXIMATE QP 0,,,, TOE OF SLOPE Oc !6 9L n QG� APPROXIMATE �F (� TOE OF SLOPE tir APPROXIMATE TOP OF ` \\\,„>\^ BANK OF DITCH v FUEL TANK SLAB \'‘"fill ' I FOUND 1 1/4" IRON ROD WITH � / CAP STAMPED "LB 642" $lb LEA ` PARCEL ` 11\ i / JNK P.O.B, PLAPPROXIMATE TOP OFADPROXIMATE TOP OF BANK OF DITCH ` OF DITCHSW-3 PARCEL `� ' LIFT TATION� 6' CHAIN �` LINK FENCE EDGE OF PAVEMENT AS MOBILE OFFICE PAVEMETA . SUE SW-4 PARCEL FUEL A SFr , BACK FLOW g AREA PREVENTOR ` `- BURIED FUEL TANK CAR WASH IIMMIIIIIIS �, TRANSFORMER 1111111111115.1°611PAD _ LINE DATA r' o • IIIIIIIIIIIIIIIIIIIIIIIIIIII APPROXIMATE TOP • ` Nup BANK OF DITCH L1 S 44'31'18"W 210.02 0 m L2 N 45'28'21"W 150.00 z L3 N 44'31'39"E 50.00 L4 N 45'28'21"W 80.00 L5 N 44'31.39"E 30.00 • L6 NJ 45'28'21"W 205.55 Et L7 N 44'23'31"E 74.98 wz L8 S 45'28'42"E 205.70 0 L9 N 44'31'18"E 30.00 0 c� L10 S 45'28'42"E 100.00 �o L11 N 44'31'18"E 25.00 •N p L12 S 45'28'42"E 130.00 • a 3 EAST-WEST QUARTER SECTION LINE N 89'37'26"E 1840.50 •= SET IRON ROD & CAP STAMPED "ABB INC. LB-3664" 0= RECOVERED IRON ROD & CAP STAMPED "ABB INC. LB-3664" DATE OF FIELD SURVEY: 8-5-99 UNLESS OTHERWISE SHOWN ♦= SET PK NAIL & WASHER STAMPED "ABB INC. LB-3664" EMS PARCEL — NAPLES MUNICIPAL AIRPORT FOR SCALE DATE NAPLES AIRPORT AUTHORITY EH! NDu 1" = 100' 8(18/99 TITLE MAP OF BOUNDARY SURVEY OF MR C ACAO NO. ABB PROJECT NO. UM RUNDACE,.. 6063-S15 73367.‘" PART OF SECTION 2, T 50 S. R 25 E rroL...l...l...m a land........,planner.. rT.n SHEET NO. FILE NO. • CITY OF NAPLES, COLLIER COUNTY, FLORIDA =.,,,:::=,..::: -tea -!I„; ;„; 1 OF 2 6063 C.) EXHIBIT "A" Page 2 of 2 DESCRIPTION OF EMS PARCEL (REVISED AUGUST 16, 1999) NAPLES MUNICIPAL AIRPORT SECTION 2, T.50S., R.25E. CITY OF NAPLES, COLLIER COUNTY, 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 QUARTER CORNER OF SAID 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 QUARTER SECTION LINE NORTH 0'22'34" WEST A DISTANCE OF 665.01 FEET TO THE POINT OF BEGINNING OF THE PARCEL HEREIN BEING DESCRIBED; THENCE SOUTH 44'31'18" WEST A DISTANCE OF 210.02 FEET; THENCE NORTH 45'28'21" WEST A DISTANCE OF 150.00 FEET; THENCE NORTH 44'31'39" EAST A DISTANCE OF 50.00 FEET; THENCE NORTH 45'28'21" WEST A DISTANCE OF 80.00 FEET; THENCE NORTH 44'31'39" EAST A DISTANCE OF 30.00 FEET; THENCE NORTH 45'28'21" EAST A DISTANCE OF 205.55 FEET; THENCE NORTH 44'23'31" EAST A DISTANCE OF 74.98 FEET; THENCE SOUTH 45'28'42" EAST A DISTANCE OF 205.70 FEET; THENCE NORTH 44'31'18" EAST A DISTANCE OF 30.00 FEET; THENCE SOUTH 45'28'42" EAST A DISTANCE OF 100.00 FEET; THENCE NORTH 44'31'18" EAST A DISTANCE OF 25.00 FEET; THENCE SOUTH 45'28'42" EAST A DISTANCE OF 130.00 FEET TO THE POINT OF BEGINNING OF THE PARCEL HEREIN DESCRIBED; CONTAINING 1.314 ACRES OF LAND MORE OR LESS; SUBJECT TO EASEMENTS AND RESTRICTIONS OF RECORD; • AGNOLI, BARBER & BRUNDAGE, INC. PROFESSIONAL ENGINEERS PLANNERS & SURVEYORS ,Sc MAPPERS By 4,A George W. Hackney, .S.M. NO. 5606 Not valid without the signature and the original raised seal of a Florida licensed surveyor and mapper. GENERAL NOTES 1. Dimensions are in feet and decimals thereof. 2. P.O.B. = Point of Beginning 3. P.O.C. = Point of Commencement 4. R.O.W. = Right—of—Way 5. T = Township 6. R = Range 7. Bearings are based on the Florida State Plane Coordinate System, East Zone, • North American Datum 1983/1990 whereas the northerly line of the South One—Half of Section 35 bears N 89'34'48" E. 8. According to Federal Emergency Management Agency Flood Insurance Rate Map, Community — Panel Number, 125130-0394C, Revised June 3, 1996, the subject Property lies in Zone AE, with a base flood elevation of 8.0 feet. Elevations are Based on NGVD 1929. 9. The subject parcel lies entirely within the boundary of the Naples Municipal Airport. EMS PARCEL — NAPLES MUNICIPAL AIRPORT FOR C.. SCALE DATE NAPLES AIRPORT AUTHORITY Mtn N.T.S. 8/18/99 ARE _�13ARBER k ACAD NO. ABB PROJECT NO. MAP OF BOUNDARY SURVEY OF 5, RBNDACE... 6063—S15 7336 PART OF SECTION 2, T 50 S, R 25 E Prvbniontl min.rz..Dinman,4 Im0 su eNn SREET N0. RLE NO. CITY OF NAPLES, COLLIER COUNTY, FLORIDA �.n....,.n.,.":"'Z ` :.v, ;" ;��i 2 OF 2 6063 Exhibit B [FORM OF NOTICE PURSUANT TO FLORIDA STATUTES SECTION 713.10] After recording,return to: City of Naples Airport Authority Attn: Leasing Office 160 Aviation Drive North Naples,Florida 34104 (239)643-0733 NOTICE PURSUANT TO FLORIDA STATUTES SECTION 713.10 AND MEMORANDUM OF LEASE This Notice Pursuant To Florida Statutes Section 713.10 And Memorandum Of Lease(hereinafter referred to as this"Notice")is made and executed as of the 1'day of October,2024(hereinafter referred to as the"Effective Date"),by COLLIER COUNTY,a political subdivision of the State of Florida(hereinafter referred to as"Tenant")with an address of c/o Real Property Management,3335 East Tamiami Trail, Suite 102, Naples, FL 34112, and the CITY OF NAPLES AIRPORT AUTHORITY, a political subdivision of the State of Florida(hereinafter referred to as the"Authority")with an address of 160 Aviation Drive North, Naples,Florida 34104. 1. The name of the lessor to which this Notice applies is the City of Naples Airport Authority, a political subdivision of the 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 Schedule"1"attached hereto and made a part hereof(hereinafter referred to as the"Parcel" and/or"Premises"). 3. 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 Amendment And Restatement Of Leasehold Agreement, made as of the 1" day of October, 2024, by and between the Authority and Tenant(hereinafter collectively referred to as the"Leases"). 4. 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 of the Authority in the Premises and the Airport is not subject to liens for improvements or alterations made by Tenant. The Authority hereby notifies all general contractors, subcontractors,materialmen, lienors and other parties 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 Section 713.10,Florida Statutes,the interest of the Authority as lessor in the Premises and areas adjacent thereto being subject to any liens for improvements made by Tenant or any other parties." 5. All or a majority of the Leases entered into for premises on the Parcel of land expressly prohibit such liability. NAA Form(revised May 2023) Page 1 of 2 C.C7°' IN WITNESS WHEREOF, Tenant and the Authority have executed and delivered this Notice as of the Effective Date. TENANT: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,FLORIDA, a political subd' si of the tate of Florida, By: Chris _ , C airman ATTEST: CRYSTAL K.K[NZEL, CLERK OF THE ��t wed as to form and le?all , R U fCOURT&COMPTROLLER By. WVA As. istant County Attorney cAlZA1� ttest S~to Chairrp 'puty Clerk SQllt Acc1n7 :?sigrSlture only VVITNE ES: AUTHORITY: G 0 CITY OF NAPLES AIRPORT AUTHORITY, Witness#1 Name: //}� �'fi.e.h a political/s��bdivisio f the State of Florida 111, By: "`^ti. rtness#2 Name: Pakttk Christopher A.Rozansky,Executive Director Approved as to form and legal fficieney: William L. Owens Counsel to the Authority STATE OF FLORIDA ) COUNTY OF COLLIER )ss.: The foregoing instrument was acknowledged before me, by means oft.physical presence or ❑ online notarization,this/ day of September,2024,by Christopher A.Rozansky,as Executive Director of the CITY OF NAPLES AIRPORT AUTHORITY, a political subdivision of the State of Florida, on behalf of the political subdivision, who is personally known to me or ❑ has produced as identification. • "^•, TiNAMARKGWIT2 I Notary Public ife/4. 14 vctart Pufiic-State of Florida ' Commission;wN 193498 ' /J ',•arts ` My Comm.Expires vov 1,2025 //i7Q /1' 4/` QZ,�//�f Boma:^rougn'Nar'cnai na[arydssn, Name of Notary(typed,printed or stamped) [Place Notary Seal and/or Stamp Above] My Commission Expires: NAA Form(revised May 2023) Page 2 of 2 ..Schedule "1" '--- Paye I vL 2 LEGEND f;i = MAILBOX i [] = TELEPHONE RISER E.*] = WATER METER ® = WATER VALVE i * o.a = SIAMESE CONNECTION 1V 1_1 = FIRE HYDRANT ^ ® = CLEANOUT •I a= RUNWAY LIGHTS SCALE: 1" = 100' A �= ROUTE MARKER APPROXIMATE Qp.Ac a 0,, TOE OF SLOPE O !� ,..,GC APPROXIMATE �)00, (> TOE OF SLOPE ` O APPROXIMATE TOP OF 1 BANK OF DITCH \ ^C. �► FUEL TANK SLAB (.4110 FOUND 1 1/4" IRON ROD WITH �� / CAP STAMPED "LB 642' LEA PARC4111\ EL i / 4 P.O.B. APPROXIMATE TOP OF c' PL BANK OF DITCH ` \ 'AD _, „:, AFPROXIMATE TOP OF SW-3 PARCEL �(2 , BANK OF DITCH LIFT T`A TI ONE 6' CHAIN LINK FENCE EDGE OF PAVEMEt�_ ..._—_______Ad — MOBILE OFFICE ASPHALT PAVEMENT �ma SW-4 PARCEL FUEL A BACKFLOW ice;=. AREA PREVENTOR `� - BURIED FUEL TANK CAR WASH 11 TRANSFORMER _ , PAD _ ' LINE DATA r� p N APPROXIMATE TOP • T BANK OF' DITCH L1 S 44.31'18"W 210.02 o co L2 N 45'28'21"W 150.00 z L3 N 443139°C 50.00 L4 N 45.28'21"W 80.00 L5 N 44'31'39"E 30.00 L6 N 45'28'21"W 205.55 cc L7 N 44.23'31"E 74.98 i w L8 S 45.28'42"E 205.70 O L9 N 44'31'18"E 30.00 c v N L10 S 45'28'42"E 100.00 z L11 N 44'31'18"E 25.00 N L12 S 45'28'42"E 130.00 • r EAST-WEST QUARTER '\,, SECTION LINE N 89'37'26"E 1840.50 5. •= SET IRON ROD & CAP STAMPED "ABB INC. LB-3664" 0= RECOVERED IRON ROD & CAP STAMPED "ABB INC. LB-3664" DATE OF FIELD SURVEY: 8-5-99 UNLESS OTHERWISE SHOWN ♦= SET PK NAIL & WASHER STAMPED "ABB INC. LB-3664" EMS PARCEL - NAPLES MUNICIPAL AIRPORT FOR NAPLES AIRPORT AUTHORITY p SCALE" = 100IDAr8 C NOLI 8/18/99!�' TITLE RBER& ACAD NO. ABB PROJECT NO. MAP OF BOUNDARY SURVEY OF C..■ RUNBACE K 6063-515 7336 PART OF SECTION 2, T 50 S, R 25 E rro1...,..a...m...,.pD .ro.•knA..,.n.. 111 SHEET NO. FILE NO. "..............,........ ...,.."'" »,f:VE ; 1 OF 2 6063 C79 CITY OF NAPLES, COLLIER COUNTY, FLORIDA �N.t" ", Schedule "1" Page 2 of 2 DESCRIPTION OF EMS PARCEL (REVISED AUGUST 16, 1999) NAPLES MUNICIPAL AIRPORT SECTION 2, T.50S., R.25E. CITY OF NAPLES, COLLIER COUNTY, 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 QUARTER CORNER OF SAID 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 QUARTER SECTION LINE NORTH 0'22'34" WEST A DISTANCE OF 665.01 FEET TO THE POINT OF BEGINNING OF THE PARCEL HEREIN BEING DESCRIBED; THENCE SOUTH 44'31'18" WEST A DISTANCE OF 210.02 FEET; THENCE NORTH 45'28'21" WEST A DISTANCE OF 150.00 FEET; THENCE NORTH 44'31'39" EAST A DISTANCE OF 50.00 FEET; THENCE NORTH 45'28'21" WEST A DISTANCE OF 80.00 FEET; THENCE NORTH 44'31'39" EAST A DISTANCE OF 30.00 FEET; THENCE NORTH 45'28'21" EAST A DISTANCE OF 205.55 FEET; THENCE NORTH 44'23'31" EAST A DISTANCE OF 74.98 FEET; THENCE SOUTH 45'28'42" EAST A DISTANCE OF 205.70 FEET; • THENCE NORTH 44'31'18" EAST A DISTANCE OF 30.00 FEET; THENCE SOUTH 45'28'42" EAST A DISTANCE OF 100.00 FEET; THENCE NORTH 44'31'18" EAST A DISTANCE OF 25.00 FEET; THENCE SOUTH 45'28'42" EAST A DISTANCE OF 130.00 FEET TO THE POINT OF BEGINNING OF THE PARCEL HEREIN DESCRIBED; CONTAINING 1.314 ACRES OF LAND MORE OR LESS; SUBJECT TO EASEMENTS AND RESTRICTIONS OF RECORD; AGNOLI, BARBER & BRUNDAGE, INC. PROFESSIONAL ENGINEERS PLANNERS & SURVEYORS & MAPPERS By A George W. Hackney, .S.M. NO. 5606 Not valid without the signature and the original raised seal of a Florida licensed surveyor and mapper. GENERAL NOTES 1. Dimensions are in feet and decimals thereof. 2. P.O.B. = Point of Beginning 3. P.O.C. = Point of Commencement 4. R.O.W. = Right—of—Way 5. T = Township 6. R = Range 7. Bearings are based on the Florida State Plane Coordinate System, East Zone, North American Datum 1983/1990 whereas the northerly line of the South One—Half of Section 35 bears N 89'34'48" E. 8. According to Federal Emergency Management Agency Flood Insurance Rate Map, Community — Panel Number, 125130-0394C, Revised June 3, 1996, the subject Property lies in Zone AE, with a base flood elevation of 8.0 feet. Elevations are Based on NGVD 1929. 9. The subject parcel lies entirely within the boundary of the Naples Municipal Airport. EMS PARCEL — NAPLES MUNICIPAL AIRPORT G�� FOR E SCALE AIRPORT AUTHORITY scALEN.T.S. oA 8/18/99 TITLE MAP OF BOUNDARY SURVEY OF ,_,.,� RBER& ACAO NO. ARB RODE rnu. _ •" uNUAce... 6063—S15 7336 d PART OF SECTION 2, T 50 S R 25 E ar.r...;,o.i..� w.... k r.m...r.. SHEET No. FILE Na ..�.�n .wr -,,,, CITY OF NAPLES, COLLIER COUNTY, FLORIDA ,w„�,,,,,,,•�;•�;��;";,,,, w•M;e;;_„� 2 OF 2 6063