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Agenda 02/10/2015 Item #16F3 Proposed Agenda Changes Board of County Commissioners Meeting February 10,2015 Move Item 16F3 to Item 11G: Recommendation to approve a Lease Agreement with Kraft Office Center LLC for dedicated office space to house the County's Soft Landing Business Accelerator program. (Commissioner Henning's request) Continue Item 16F3 to the February 24,2015 BCC Meeting: Recommendation to approve a Lease Agreement with Kraft Office Center LLC for dedicated office space to house the County's Soft Landing Business Accelerator program. (Commissioner Taylor's request) Move Item 16H5 to Item 10C: Recommendation to adopt a Resolution petitioning Governor Rick Scott and the Florida Legislature to enact legislation that will restore the local School Boards' control of educational standards,curriculum,and student assessments. (Commissioner Hiller's request) Note: Item 16E7: The Ordinance Amending the Isles of Capri Municipal Rescue and Fire Services Taxing District is revised to strike the following: THE FIDDLER'S CREEK COMMUNITY . _! ' • :.• ! _ '. - from the Title,and from the third "Whereas"clause. (County Attorney's request) Time Certain Items: Item 10B to be heard at 10:00 a.m. Item 11E to be heard at 10:30 a.m. Item 11D to be heard at 2:00 p.m. 2/10120/5 8:x8 AM Proposed Agenda Changes Board of County Commissioners Meeting February 10,2015 Move Item 16F3 to Item 11G: Recommendation to approve a Lease Agreement with Kraft Office Center LLC for dedicated office space to house the County's Soft Landing Business Accelerator program. (Commissioner Henning's request) Continue Item 16F3 to the February 24, 2015 BCC Meeting: Recommendation to approve a Lease Agreement with Kraft Office Center LLC for dedicated office space to house the County's Soft Landing Business Accelerator program. (Commissioner Taylor's request) Move Item 16H5 to Item 10C: Recommendation to adopt a Resolution petitioning Governor Rick Scott and the Florida Legislature to enact legislation that will restore the local School Boards' control of educational standards,curriculum,and student assessments. (Commissioner Hiller's request) Note: Item 16E7: The Ordinance Amending the Isles of Capri Municipal Rescue and Fire Services Taxing District is revised to strike the following: THE FIDDLER'S CREEK COMMUNITY e ' ! . - from the Title,and from the third "Whereas"clause. (County Attorney's request) Time Certain Items: Item 10B to be heard at 10:00 a.m. Item 11E to be heard at 10:30 a.m. Item 11D to be heard at 2:00 p.m. 2/I0@015 tl28 AM 2/10/2015 16.F.3. EXECUTIVE SUMMARY Recommendation to approve a Lease Agreement with Kraft Office Center LLC for dedicated office space to house the County's Soft Landing Business Accelerator program. OBJECTIVE: To secure a Lease with Kraft Office Center, LLC (Kraft) in order to provide office space for the Collier County Soft Landing Accelerator Network under the Department of Economic Opportunity Grant Agreement between Collier County and the State of Florida. CONSIDERATIONS: The Board of County Commissioners (Board) approved an Agreement with Economic Incubators, Inc. (EII) on November 18, 2014, under item 11 C, in order to fulfill the conditions of the Grant Agreement with the State of Florida's Department of Economic Opportunity for funding assistance for the County's Soft Landing Accelerator Network Project (Project). The amount of that grant was $2,500,000. In its agreement with the County, EII is required to act as the Project's Administrative Entity and secure office space for the Project. Commitment for the Class A space suitable for the project requires a long term lease that would subsequently extend beyond EII's current contract with Collier County that expires in September, 2015, which requires the County to secure a five (5) year lease agreement and sublease the facility to Eli. It is anticipated that an executive summary for the Board's consideration to sublease the premises to EII will be presented at the February 24, 2015 regular meeting. County's Real Property Management staff along with EII's real estate agent collectively located office space fulfilling the criteria under the approved Accelerator Business Plan at the Kraft Office Center located at 3540 Kraft Road,Naples, Florida(all private broker commissions shall be paid by the Landlord). County Staff has negotiated with the Landlord and the attached agreement which is a five year Lease with two,five year options. The space shall consist of 5,000 square feet at a per square foot cost of$20.50 or$102,500, annually to be paid in monthly installments of$8,541.67, commencing upon completion of build-out of planned improvements expected in September of 2015. Beginning October 1, 2016 the leased premises square footage increases to 9,097 square feet and annual lease payment increases to $192,128.64. Included in the rent is the cost for construction build-out pursuant to Eli's specifications,Common Area Maintenance charges,janitorial service, HVAC maintenance, water, sewer, and electrical utility costs.The Market Rate for Class A office space rentals in Collier County ranges from $21.50 to $32.50 per square foot, including common area maintenance and excluding utilities and janitorial services. The County's Senior Property Management Specialist has concluded that the square foot rent available at the Kraft Office Center is within the fair market value for similar office space within Collier County. An early termination provision is included in the Lease that stipulates conditions for which the County's general determination for reducing leased office or the State's failure of appropriations would allow for a ninety (90) day written notice of termination. In the event of a County default or termination any cost incurred by the landlord for payment of EII's real estate broker's commission will reimbursed at a prorated amount for the initial five (5) year term of the lease agreement. The annual rent shall be increased by 3% following the first year's occupancy and each year thereafter. The lease includes an additional provision for immediate occupancy in temporary space consisting of 2,143 square feet at $8.50 per square foot rent will occur at execution of this lease. The County will be required to obtain the required insurance coverage as outlined in Section 5 of the Lease, in which the County's Risk Management Department has reviewed and approved. FISCAL IMPACT: Funding for the annual rent for the first year of the lease in the amount of$102,500 is budgeted within the Business Accelerator Project Fund for FY15. GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan. Packet Page-599- 2/10/2015 16.F.3. LEGAL CONSIDERATIONS: In accordance with Section 125.045, Florida Statutes it constitutes a public purpose to expend public funds for economic development activities, including, leasing real property, for the expansion of businesses existing in the community or the attraction of new businesses to the community. This item is approved for form and legality and requires a majority vote.—JAB RECOMMENDATION: That the Board of County Commissioners approves the attached Lease with Kraft Office Center, LLC and authorizes the Chairman to execute same. PREPARED BY: Bruce Register,Director,Business and Economic Development Packet Page-600- 2/10/2015 16.F.3. COLLIER COUNTY Board of County Commissioners Item Number: 16.16.F.16.F.3. Item Summary: Recommendation to approve a Lease Amendment with Kraft Office Center LLC for dedicated office space to house the County"s Soft Landing Business Accelerator program. Meeting Date: 2/10/2015 Prepared By Approved By Name: OchsLeo Title: County Manager, County Managers Office Date: 2/4/2015 6:47:54 PM Packet Page-601- 2/10/2015 16.F.3. LEASE SECTION 1-PREMISES,USE,TERM, IMPROVEMENTS 1.01. Date and Parties. This lease (the"Lease") is made this day of , 2015 (the "Effective Date"), by and between KRAFT OFFICE CENTER, LLC, a Florida limited liability company, c/o Summit Management Company, 3530 Kraft Road, Suite 204, Naples, Florida 34105 ("Landlord") and BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY, , Naples, Florida 3410 ("Tenant"). 1.02. Important Terms. 1.02(a).The lease shall be for a five(5)year term. 1.02(b).The initial annual base rent for the first year of the lease term shall be $102,500.00, payable in advance, in equal monthly installments of $8,541.67, plus sales tax, unless Tenant provides evidence to Landlord of an exemption in the obligation to pay sales tax (the "Base Rent"). For each successive Lease Year thereafter, Base Rent shall increase annually at a rate of three percent(3%)per Lease Year. 1.02(c).Beginning October 1, 2016, Tenant's Base Rent obligation shall increase to $192,128.64, payable in advance, in equal monthly installments of $16,010.72. For each successive Lease Year thereafter, Base Rent shall increase annually at a rate of three percent(3%)per Lease Year. 1.02(d).On the date hereof, Tenant shall deliver to Landlord $8,541.67, which represents the first month's Base Rent. 1.02(e).There are no brokers involved in this Lease other than Economic Incubators, Inc. agent, Premier Commercial, Inc, which agent shall be compensated by Landlord at the time that Rent commences under the terms of Section 2.01(a). Each party warrants this information to be true and accurate. 1.020. The rentable square footage of the Premises (as defined in Section 1.03 below) is approximately 9,097. 1.02(g).Tenant shall use the Premises solely for general office use(the"Permitted Use"). 1.02(h).Tenant shall have two (2) options to extend the Lease for a term of five (5) years per option (each an "Extension Term" and collectively, the "Extension Terms") subject to the terms of Section 16 below. 1.02(i). Tenant has requested and Landlord has agreed to lease approximately 2,143 rentable square feet of office space located at 3540 Kraft Road, Naples, Florida 34105, as graphically depicted on Exhibit "C" hereto, as an interim, temporary premises, until such time as the Landlord receives a certificate of occupancy for the Landlord's Improvements. The temporary lease shall be subject to all terms and conditions set forth herein, except the Base Rent for said premises shall be calculated at the rate of Eight and 50/100 Dollars ($8.50) per rentable square foot(i.e. $8.50 x 2,143 = $18,215.50 divided by 12 =$1,517.96 monthly). Packet Page -602- 2/10/2015 16.F.3. 1.03. Premises. Landlord hereby agrees to lease to Tenant approximately 9,097 square feet of office space located at 3540 Kraft Road, Naples, Florida 34105, as graphically depicted on Exhibit "A" hereto (the "Premises"). The Premises shall be delivered by Landlord to Tenant in the condition specified under Section 13.01 below. The overall property the Premises forms a part of consists of three (3) buildings (each individually referred to as a "Building" and collectively, the "Buildings"), located on Tract A of 3500 Corporate Plaza, according to the plat thereof recorded in Plat Book 44, Pages 23 through 24, of the Public Records of Collier County,Florida(the"Property"). Tenant, its agent, employees and invitees and other tenants in the Buildings will have the right to use those areas of the Buildings and the Property that have been designated by the Landlord as"common areas"for normal and conventional public or common usage. These areas, include, without limitation, each Building's structure, corridors, roof, exterior, utilities and service areas, sidewalks, driveways, hallways, parking areas, common entrances, elevators and other similar areas (collectively,the"Common Areas"). Landlord may, from time to time, change the Common Areas within its sole discretion, so long as such changes do not materially and unreasonably interfere with Tenant's access to the Premises or use thereof. 1.04. Use. 1.04(a). Tenant shall use the Premises solely for the Permitted Use. Tenant shall not create a nuisance or use the Premises for any immoral or illegal purposes. Tenant shall conduct business and operate at the Premises during the Term (as hereinafter defined) of this Lease with due diligence and efficiency as a"first class" establishment, subject to inability by reason of strikes or labor disputes. 1.04(b). Notwithstanding the provisions of Section 1.04(a) above, no approved subtenant or assignee of Tenant may use the Premises for any use to which Landlord subsequently grants an exclusive right of use to another tenant, so long as it is notified of such exclusive right of use before it begins to make such use itself. 1.05. Tern. The commencement date of the initial Term (as hereinafter defined) shall begin on the date that Landlord receives a certificate of occupancy for the Landlord's Improvements (as defined in Section 13.1 below) (the "Commencement Date"). Notwithstanding the foregoing, the Lease shall be effective and binding on the date that the last party hereto signs this Lease. The term of this Lease will be for the number of Lease years set forth under Section 1.02(a) above, unless ended earlier or extended further as provide for herein (the "Term"), beginning on the Commencement Date. If the Commencement Date is a date other than the first(1st) day of a calendar month, the first year of the initial Term shall include and be extended by the number of days from the Commencement Date to the end of the calendar month in which the Commencement Date falls. Tenant shall pay Base Rent for the entire Term of the Lease beginning on the Commencement Date. SECTION 2-RENT AND SECURITY 2.01. Rent. 2.01(a). Base Rent. Except for Tenant's First month's Base Rent which is due and payable upon the execution of this Lease, Tenant shall pay to Landlord Base Rent as described in Sections 1.02(b), 1.02(c), and 1.02(d) above, plus sales tax, beginning on the first day of the calendar month following the date that Landlord receives a certificate of occupancy for Landlord's Page 2 of 35 Packet Page-603- 2/10/2015 16.F.3. Improvements (as defined in Section 13.1 below) made to the Premises from the municipality having jurisdiction. The total Base Rent is exclusive of applicable sales,use,or occupancy tax. 2.01(b). Conditions. The Base Rent shall be paid: (i) without advance notice, demand, offset, or deduction; (ii) by the first(1st)day of each month during the Term; and (iii) to Landlord at c/o 3530 Kraft Road, Suite 204,Naples, Florida 34105, or at such other place as Landlord may specify in writing to Tenant, from time to time. Base Rent and Additional Rent, as hereafter defined, are collectively referred to herein as "Rent." First month's Rent is due and payable upon the execution of this Lease. If the initial Term does not begin on the first (15t) day or end on the last day of a month, the Rent for that partial month shall be prorated by multiplying the monthly Rent by a fraction, the numerator of which is the number of days of the partial month included in the initial Term and the denominator of which is the total number of days in the full calendar month. 2.01(c). Late Charges;Interest. If Tenant fails to pay part or all of the Rent within ten(10) days after it is due, Tenant shall also pay a late charge equal to five percent(5%)of the unpaid Rent. In addition, if Tenant is late in the payment of Rent, or any other amounts due hereunder, on more than two (2)occasions during the Term hereof(including any extensions),then Landlord shall have the right to require Tenant to pay Landlord an additional sum equal to three (3) months Rent, to be held by Landlord as collateral security (the "Deposit") for the payment of all sums of money payable by Tenant under this Lease. The Deposit, without interest, will be repaid to Tenant upon the expiration of the Term, provided Tenant shall not be in default under this Lease. Upon any default by Tenant under this Lease, all or part of the Deposit may, at Landlord's sole option, be applied on account of such default, and thereafter Tenant shall promptly restore the deficiency in the Deposit. Tenant hereby waives the benefit of any provision of law requiring the Deposit to be held in escrow or trust, and the Deposit shall be deemed to be the property of Landlord and may be commingled with Landlord's own funds. 2.02. Rent shall include Tenant's obligation for all general operating expenses of the building including real estate tax, property insurance, trash removal, potable water, sewage, electricity, HVAC repair and maintenance, as well as common area and interior office janitorial service. 2.03. Personal Property Tax. Before delinquency, Tenant shall pay taxes assessed during the Term against trade fixtures or personal property placed by Tenant in the Premises. If these taxes are assessed against the Buildings, Tenant shall pay its share of the taxes to Landlord within ten (10) days after receiving Landlord's written statement setting forth the amount of taxes applicable to Tenant's property and the basis for the charge to Tenant. Tenant's failure to pay within the ten (10) day period shall entitle Landlord to the same remedies it has upon Tenant's failure to pay Rent. SECTION 3-AFFIRMATIVE OBLIGATIONS 3.01. Compliance with Laws. 3.01(a). Landlord's Compliance. On the Commencement Date, the Premises will comply with Page 3 of 35 Packet Page -604- 2/10/2015 16.F.3. all applicable laws, ordinances, rules, and regulations of governmental authorities (collectively, the "Applicable Laws"). During the Term, Landlord shall comply with all Applicable Laws regarding the Premises and Buildings, except to the extent Tenant must comply under Section 3.01(b)below. 3.01(h). Tenant's Compliance. Tenant shall comply with all Applicable Laws: (i) regarding the physical condition of the Premises, but only to the extent the Applicable Laws pertain to the particular manner in which Tenant uses the Premises; or (ii) that do not relate to the physical condition of the Premises but relate to the lawful use of the Premises and with which only the occupant can comply, such as laws governing maximum occupancy, workplace smoking, and illegal business operations, including, but not limited to, gambling. 3.02. Services and Utilities. 3.02(a). Landlord Services. Landlord shall provide or cause to be provided: (i) Automatic passenger elevators providing adequate service leading to the floor on which the Premises are located, if the Premises are not located on the ground floor; (ii) Hot and cold water sufficient for drinking, lavatory, toilet, and ordinary cleaning purposes to be drawn from approved fixtures in the Premises or on the floor on which the Premises are located; (iii) Maintenance of the Common Areas in a manner comparable to other first (1st) class office buildings in the Naples, Collier County, Florida area; (iv) Routine cleaning and trash removal of the interior office space of the Premises; (i) General trash pick-up for the Property; (vi) Electric to the Property and Premises. Tenant shall enter into direct contracts for telephone, internet and cable television service with utility companies that Landlord deems appropriate to provide such services to the Premises. Tenant shall be solely liable for all deposits, costs and expenses associated with such services, and shall timely pay all charges of each company providing such services to the Premises directly to the company. (vii) Maintenance of all building fire devices, fire extinguishers and associated fire safety equipment. Tenant specifically undertakes to maintain within the Premises, at Tenant's sole cost, such fire protection equipment including, but not limited to, emergency lighting as may be required by any governmental authority or insurer; and (vii) Landlord will provide service, maintenance and repair of the HVAC for the Premises. Landlord will enter into a contract for such services with such third party service provider as Landlord deems appropriate. Landlord will make HVAC service available to the Common Areas during business hours, as defined in Section 3.02(b) below. Such service will not regularly be available during Page 4 of 35 Packet Page-605- 2/10/2015 16.F.3. non-business hours, but can be arranged for with Landlord in accord with procedures that it will develop for the Buildings. Such procedures will require advance notice and arrangements and a charge for the services during non- business hours on a commercially reasonable basis. 3.02(b). Business Hours. "Business Hours"means Monday through Saturday, 7:00 a.m. through 7:00 p.m., but excludes the following holidays or the days on which the holidays are designated for observance: New Year's Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day. Notwithstanding the foregoing, the Landlord acknowledges that Tenant may require twenty-four (24) hour access and Landlord hereby agrees to make a reasonable accommodation to Tenant for such access. 3.02(c). 24 Hour Access. Tenant, its employees, agents, and invitees shall have access to the Premises twenty-four (24) hours a day, seven (7) days a week. However, notwithstanding the above, during Saturdays and non-Business Hours, Landlord may restrict access by requiring persons to show a badge or identification card issued by Landlord. Landlord shall not be liable for denying or permitting entry to any person unable to show the proper identification. Tenant shall have sufficient electrical services to use the Premises twenty-four (24) hours a day, seven (7)days a week. Landlord may temporarily close the Buildings, if required, as a result of a life-threatening or Building threatening situation. 3.02(d). Interruption of Landlord Services. Landlord does not warrant that any services Landlord supplies will not be interrupted. Services may be interrupted because of accidents, repairs, alterations, improvements, or any reason beyond the reasonable control of Landlord. Any interruption shall not: (i) be considered an eviction or disturbance of Tenant's use and possession of the Premises; (ii) make Landlord liable to Tenant for damages; (iii) abate Base Rent or Additional Rent; or (iv) relieve Tenant from performing Tenant's Lease obligations. 3.03. Repairs and Maintenance. 3.03(a). Tenant's Care of Premises. Tenant shall: (i) keep the Premises and fixtures in good order; (ii) make repairs and replacements to the Premises or the Buildings made necessary as a result of Tenant's misuse or primary negligence; (iii) repair and replace the Tenant Improvements (as defined in Section 1 3.02 below) and special equipment or decorative treatments installed by or at Tenant's request Page 5 of 35 Packet Page-606- 2/10/2015 16.F.3. and that serve the Premises only, except if the Lease is ended under Sections 6.01 (Damages)or 6.02(Condemnation); (iv) Maintain, repair and replace, when necessary, light fixtures, light bulbs, appliances and any other equipment, other than HVAC which Landlord will maintain, exclusively serving the Premises; and (v) commit no waste. 3.03(b). Landlord's Repairs. Except for repairs and replacements that Tenant must make under Section 3.03(a) above, Landlord shall make or cause to be made all other repairs and replacements to the Common Areas and the Buildings (including Building fixtures and equipment). Landlord shall make or cause to be made the repairs and replacements to maintain the Buildings in a condition comparable to other first(1st) class office buildings in the Naples, Collier County, Florida area. This maintenance shall include the windows (including exterior cleaning), roof, foundation, exterior walls, interior structural walls, all structural components, and all systems exterior to the Premises, such as mechanical, HVAC, electrical, and plumbing. 3.03(c). Time for Repairs. Repairs or replacements required under Sections 3.03(a) or 3.03(b) shall be made within a reasonable time using due diligence(depending on the nature of the repair or replacement needed) after receiving notice or having actual knowledge of the need for such repair or replacement. In the event that Tenant becomes aware of the necessity of any such repair that is required to be made by Landlord under this Lease, Tenant shall immediately provide Landlord written notice of the necessity of such repair. 3.03(d). Surrendering the Premises. Upon the date that this Lease is terminated or expires, Tenant shall surrender the Premises to Landlord in the same broom clean condition that the Premises were in on the Commencement Date, except for: (i) ordinary wear and tear; condemnation; (iii) alterations, as permitted by this Lease, unless consent was conditioned on their removal; and (iv) damage by fire,hurricane, flood or other casualty. Upon surrender, Tenant shall remove from the Premises its personal property, trade fixtures, and any alterations required to be removed under Section 4.01, and shall repair any damage to the Premises caused by such removal. Any items not removed by Tenant as required above shall be considered abandoned. Landlord may dispose of such abandoned items as Landlord chooses, and may bill Tenant for the cost of their disposal plus ten percent (10%), minus any revenues received by Landlord upon such disposal. 3.03(e). After written notice to Tenant, Landlord may make, but is not obligated to, any repairs Tenant is required to make, and charge Tenant for one hundred ten percent(110%) of the cost of Page 6 of 35 Packet Page -607- 2/10/2015 16.F.3. said repair. SECTION 4-NEGATIVE OBLIGATIONS 4.01. Alterations. 4.01(a). Definitions. "Alteration" means alterations, additions, substitutions, installations, changes, and improvements, but excludes minor decorations and the improvements, if any, Landlord is required to make hereunder. 4.01(b). Consent. Tenant shall not make any Alteration without the prior written consent of Landlord. Landlord's consent shall not be unreasonably withheld, unduly delayed or conditioned for nonstructural interior Alterations to the Premises, provided that such Alterations do not adversely affect the Buildings' appearance,value,and structural strength. 4.01(c). Conditions of Consent. Notwithstanding anything herein to the contrary, Landlord may condition its consent under Section 4.01(b)on all or any part of the following: (i) Tenant shall furnish Landlord with reasonably detailed plans and specifications of the Alterations; (ii) The Alterations shall be performed and completed: (A) in accord with the submitted plans and specifications; (B) in a workmanlike manner; (C) in compliance with all applicable laws, regulations, rules, ordinances, and other requirements of governmental authorities; (D) using new materials and installations at least equal in quality to the original Building materials and installations; (E) by not disturbing the quiet possession of the other tenants; (F) by not interfering with the construction, operation, or maintenance of the Buildings; (G) with due diligence; (H) with all necessary permits and approvals from agencies having jurisdiction over the Alteration(e.g. Planning,Building, Health, etc.); (I) by conforming the Alteration to the construction requirements required by the Master Association; and (J) by providing the Master Association with proof of any insurance required herein. Page 7 of 35 Packet Page -608- 2/10/2015 16.F.3. (iii) Tenant shall use workers and contractors who Landlord employs or approves in writing, which approval shall not be unreasonably withheld, unduly delayed or conditioned; (iv) Tenant shall modify the plans and specifications of the Alterations in accordance with reasonable conditions set by Landlord after reviewing said plans and specifications; (v) Tenant's contractors shall carry builder's risk insurance and general liability insurance in an amount then customarily carried by prudent contractors, and workers' compensation insurance for its employees in the amount statutorily required; (vi) Tenant's workers or contractors shall work in harmony and not unreasonably interfere with Landlord's workers or contractors, or other tenants and their workers or contractors; (vii) If the Alteration's estimated cost exceeds $10,000.00, Tenant's successors or assigns shall supply a payment and performance bond, bank letter of credit, or other security satisfactory to Landlord, in an amount equal to the estimated cost of the Alteration to insure Landlord against construction liens and to insure completion of the Alterations. For purposes of this subsection (vii), the term "Alteration" shall not include the Tenant Improvements; (viii) Tenant shall give Landlord at least fifteen (15) days advance written notice before beginning any Alterations, so that Landlord may post or record notices of non- responsibility; (ix) Within three (3) days after request, Tenant shall provide Landlord with evidence that it has complied with any condition set by Landlord; (x) Tenant shall give Landlord complete as-built CAD drawings and electrical files of the Alterations after they are finished; (xi) Landlord's interest in the Premises shall not be subject to liens arising out of any work, labor, services or materials supplied or claimed to have been supplied to or for Tenant or for any improvements made by Tenant. Tenant shall be solely and wholly responsible to contractors, laborers, suppliers and materialmen furnishing labor and materials to the Premises for any alterations made by Tenant; (xii) Tenant shall be solely responsible for and shall pay all costs of government fees, permits and taxes on any and all improvements made by Tenant; and (xiii) Upon written request of Landlord, Tenant shall remove the Alterations and repair any damage from their removal by the date that this Lease is terminated or expires, whichever is earlier. 4.01(d). Payment and Ownership of the Alterations. Alterations made under this Section 4.01 shall be at Tenant's sole expense. The Alterations shall belong to Landlord when this Lease and the last Extension Term, if any, ends except for those Alterations required to be removed by Tenant, if any, under Section 4.01(c). Nevertheless, Tenant may remove its trade fixtures, Page 8 of 35 Packet Page-609- 2/10/2015 16.F.3. furniture, equipment, and other personal property if Tenant promptly repairs any damage caused by their removal. 4.02. Assignment and Subleasing. 4.02(a). Consent Required Tenant shall not voluntarily, involuntarily or by operation of law transfer, mortgage, encumber, or assign this Lease or any interest of Tenant herein, in whole or in part, nor sublet the whole or any part of the Premises or permit the Premises or any part thereof to be used or occupied by others without first obtaining in each and every instance the prior written consent of Landlord. Landlord's consent to any assignment or sublease shall not be unreasonably withheld or unduly delayed. Any consent by Landlord shall be held to apply only to the specific transaction thereby authorized and shall not constitute a waiver of the necessity for consent to any subsequent assignment, subletting or other transaction. If this Lease or any such interest therein is assigned or if the Premises or any part thereof is sublet or occupied by anyone other than Tenant without Landlord's prior written consent having been obtained, Landlord may nevertheless collect rent from the assignee, sublessee, or occupant and apply the net amount collected to the Rent currently due from Tenant, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the Tenant's covenants against assignment and subletting or Landlord's acceptance of the assignee, subtenant or occupant as Tenant hereunder, or constitute a release of Tenant from the further performance of the terms and provisions of this Lease. If this Lease or any such interest therein is assigned or if the Premises or any part thereof is sublet or occupied by anyone other than Tenant with Landlord's prior written consent having been obtained, Tenant and any guarantors hereunder shall nevertheless remain fully liable for the full performance of all obligations under this Lease to be performed by Tenant and Tenant and any guarantors shall not be released therefrom in any manner. 4.02(b). Reasonableness. Notwithstanding anything herein to the contrary, the Landlord's consent shall not be considered unreasonably withheld if: (i) the proposed subtenant's or assignee's financial capability does not meet the same criteria Landlord uses to select comparable tenants of the Buildings; (ii) the proposed subtenant's or assignee's business is not suitable for the Buildings, considering the business of the other tenants and the Buildings' prestige; (iii) the proposed use is inconsistent with the use permitted by Section 1.02(g) or conflicts with an exclusive right to conduct a particular business granted to another tenant in the Buildings; (iv) the proposed subtenant or assignee has engaged in illegal activities; has a poor payment record; or has been a troublesome tenant elsewhere; (v) the proposed sublease or assignment provides for a proposed rent less than eighty percent (80%) of the market rate or less than eighty percent (80%) of the rental rate provided in this Lease, whichever is less, even though Tenant remains liable to pay the difference; (vi) the proposed subtenant or assignee is a competitor of Landlord or an existing tenant, subtenant or other occupant of Landlord in the Buildings or elsewhere; Page 9 of 35 Packet Page-610- 2/10/2015 16.F.3. (vii) Landlord has available space in the Buildings that meets the needs of the proposed subtenant or assignee; (viii) any mortgagee of the Property will not consent to the proposed transaction, if such consent is required under the relevant loan documents; (ix) Tenant has defaulted under this Lease at the time that Landlord's consent to such transaction is requested and on the date of the commencement of the term of the proposed transaction; or (x) the transfer is an assignment, the proposed assignee will not assume in writing all of the obligations of Tenant under this Lease. In the event Landlord is leasing ninety percent (90%) of the total rentable square feet of the Buildings to Tenant and third parties, subsections (v), (vi) and (vii)shall not be applicable. 4.02(c). Procedure. (i) Tenant must provide Landlord in writing: (A) the name and address of the proposed subtenant or assignee; (B) the nature of the proposed subtenant's or assignees business that it will operate in the Premises; (C) the terms of the proposed sublease or assignment; and (D) reasonable financial information of the proposed subtenant or assignee so that Landlord can evaluate the proposed subtenant or assignee under Section 4.02(b)(i). (ii) Landlord shall, within fifteen (15) business days after receiving the information specified under Section 4.02(c)(i) above, give notice to Tenant either permitting or denying the proposed sublease or assignment. 4.02(d). Affiliates. Notwithstanding Sections 4.02(a), (b), and (c), Tenant may assign or sublease any part of the Premises, without Landlord's consent,to: (i) any corporation or partnership that controls, is controlled by, or is under common control with,Tenant; or (ii) any corporation resulting from a merger or consolidation with Tenant or to any entity that acquires all of Tenant's assets as a going concern of the business that is being conducted on the Premises, as long as the assignee or sublessee is a bona fide entity and assumes all of the responsibilities and obligations of Tenant; or (iii) Economic Incubators,Inc., a Florida non profit corporation. Page 10 of 35 Packet Page-611- 2/10/2015 16.F.3. 4.02(e). Conditions. Subleases and assignments by Tenant are also subject to the following: (i) The terms, covenants and conditions of this Lease; (ii) The term of such sublease or assignment shall not extend beyond the Term; (iii) Tenant and any guarantors shall remain liable for all Lease obligations; (iv) Consent to one (1) sublease or assignment does not waive the consent requirement for future assignments or subleases;and (v) Fifty percent (50%) of the consideration (the "Excess Consideration") received by Tenant from an assignment or sublease that exceeds the amount Tenant must pay Landlord hereunder, which amount is to be prorated where a part of the Premises is subleased or assigned, shall also be paid to Landlord. Excess Consideration shall exclude reasonable leasing commissions paid by Tenant, payments attributable to the amortization of the cost of any improvements made to the Premises at Tenant's cost for the assignee or sublessee, and other reasonable, out-of-pocket costs paid by Tenant, such as attorneys' fees directly related to Tenant's obtaining an assignee or sublessee. Tenant shall pay this Excess Consideration to Landlord at the end of each calendar month during which Tenant collects any Excess Consideration. Each payment shall be sent with a detailed statement showing: (A) the total consideration paid by the subtenant or assignee to Tenant; and (B) evidence of any exclusion from the consideration permitted by this section. Landlord shall have the right to audit Tenant's books and records to verify the accuracy of the detailed statement. 4.02W. Exemption. Notwithstanding the provisions of this Section 4,Tenant shall have the right to sublease the Premises in connection with its administration of the Collier County Soft Landing Business Accelerator Project. The Tenant shall have the right, without Landlord's consent, to assign its obligation under the Lease to such other entity that may assume the administrative role under the Collier County Soft Landing Business Accelerator Project. Upon written proof of such assignment provided to Landlord, Tenant shall be released from any and all liability or obligations under the Lease. SECTION 5—INSURANCE 5.01. Insurance. 5.01(a). Landlord's Building Insurance. Landlord shall keep or cause to be kept the Buildings insured against damage and destruction by fire, earthquake, vandalism, hurricanes and other perils in the amount of the full replacement value of the Buildings, as the value may exist from time to time. The insurance shall include an extended coverage endorsement of the kind required by an institutional lender to repair and restore the Buildings. Page 11 of 35 Packet Page-612- 2/10/2015 16.F.3. 5.01(b). Property Insurance. Each party shall keep its personal property and trade fixtures in the Premises and the Buildings insured with "all risks" insurance in an amount to cover one hundred percent (100%) of the replacement cost of the property and fixtures. Tenant shall also keep any non-building-standard improvements made to the Premises at Tenant's request insured to the same degree as Tenant's personal property. 5.01(c). Liability Insurance. Each party shall maintain contractual and comprehensive general liability insurance, including public liability and property damage, with a minimum combined single limit of liability of$2,000,000.00 for personal injuries or deaths of persons occurring in or about the Buildings,the Property and the Premises. 5.01(d). Plate Glass and Worker's Compensation Insurance. Tenant shall maintain plate glass insurance covering all plate glass in the Premises, if applicable, and Worker's Compensation insurance in the maximum amounts required by law. 5.01(e). Waiver of Subrogation. Each party waives claims arising in any manner in its (the "Injured Party's") favor and against the other party for loss or damage to the Injured Party's property located within or constituting a part or all of the Property. This waiver applies to the extent the loss or damage is covered by: (i) the Injured Party's insurance; or (ii) the insurance the Injured Party is required to carry under this section, whichever is greater. The waiver also applies to each party's shareholders, directors, members, managers, officers, employees, and agents. The waiver does not apply to claims caused by a party's willful misconduct or gross negligence. lf, despite a party's best efforts, it cannot find an insurance company meeting the criteria set forth in Section 5.01(g) that will provide such a waiver at reasonable commercial rates, then it shall give notice to the other party within thirty (30) days after the Commencement Date of such failure. The other party shall then have thirty (30) days to find an insurance company that will issue such a waiver. If the other party also cannot find such an insurance company, then both parties shall be released from their obligation to obtain such a waiver under this section. If an insurance company is found, but it will give such a waiver only at rates greater than what is considered reasonable commercial rates, the parties can agree to pay for the waiver under any agreement they can negotiate, or if the parties cannot in good faith negotiate an agreement, both parties shall be released from their obligation to obtain such a waiver under this section. 5.01(f). Increase in Insurance. The amounts of coverage required by this Lease are subject to review at the end of each year following the Commencement Date. At each review, if necessary to maintain the same level of coverage that existed on the Commencement Date, the amounts of coverage may, at Landlord's sole discretion,be increased to the lesser of: (i) the amounts of coverage carried by prudent landlords and tenants of comparable first(1') class office buildings in the Naples, Collier County, Florida area; or (ii) a level twenty-five percent(25%)higher than the previous insurance amounts. Page 12 of 35 Packet Page-613- 2/10/2015 16.F.3. Either party may request appropriate increases based upon this review within sixty (60) days after each year ends. If the parties do not agree to the amount of the increase,then the party requesting the increase may submit the dispute to arbitration under Section 11.01 within thirty (30) days of the request for the increase. Landlord shall not request increased insurance unless it makes, at appropriate times, similar requests of all other tenants whose insurance coverage is below the amount carried by prudent tenants of similar buildings. 5.01(g). Insurance Criteria. Insurance policies required by this Lease shall: (i) be issued by insurance companies licensed to do business in the State of Florida with general policyholder's ratings of at least "A" and a financial rating of at least XI in the most current Best's Insurance Reports available on the date in Section 1.01. If the Best's ratings are changed or discontinued, the parties shall agree to an equivalent method of rating insurance companies; (ii) name the non-procuring party as an additional insured as its interest may appear. Other landlords or tenants may also be added as additional insureds in a blanket policy; (iii) provide that the insurance may not be canceled or materially changed in the scope or amount of coverage, unless thirty (30) days' advance written notice is given to the non-procuring party; (iv) be written as primary policies - not as contributing with, or in excess of, the coverage that the other party may carry; (v) be permitted to be carried through a "blanket policy" or "umbrella" coverage; and (vi) be maintained during the entire Term. 5.01(h). Evidence of Insurance. On or before the earlier of the Commencement Date or the date in which Tenant first conducts business in the Premises for any purpose, and upon each renewal of its insurance policies, Tenant shall provide Landlord with a certificate of insurance. The certificate shall specify amounts, types of coverage, the waiver of subrogation, and the insurance criteria listed in Section 5.01(g). If Tenant fails to give the required certificate within thirty (30) days after it is clue, Landlord may obtain and pay for that insurance and receive reimbursement from Tenant for all costs and expenses incurred in obtaining such insurance. 5.02. Indemnification. 5.02(a). Tenant's Indemnity. Only to the extent allowed by Section 768.28, Florida Statutes, Tenant indemnifies, defends, and holds Landlord harmless from any and all claims: (i) for personal injury, death, or property damage; (ii) for incidents occurring in or about the Premises, Property or Buildings; and Page 13 of 35 Packet Page-614- 2/10/2015 16.F.3. (iii) caused by the negligence or willful misconduct of Tenant, its agents, employees, or invitees. When the claim is caused by the joint negligence or willful misconduct of Tenant and Landlord or Tenant and a third party unrelated to Tenant, excluding Tenant's agents, employees, or invitees, Tenant's duty to defend, indemnify, and hold Landlord harmless shall be in proportion to Tenant's allocable share of the joint negligence or willful misconduct. 5.02(b). Landlord's Indemnity. Landlord indemnifies, defends, and holds Tenant harmless from any and all claims: (i) for personal injury, death,or property damage; (ii) for incidents occurring in or about the Premises,Property or Buildings; and (iii) caused by the gross negligence or willful misconduct of Landlord, its agents, employees, or invitees. When the claim is caused by the joint negligence or willful misconduct of Landlord and Tenant or Landlord and a third party unrelated to Landlord, excluding Landlord's agents, employees, or invitees, Landlord's duty to defend, indemnify, and hold Tenant harmless shall be in proportion to Landlord's allocable share of the joint negligence or willful misconduct. 5.02(c). Release of Claims. Notwithstanding Sections 5.02(a) and (b), Tenant hereby releases Landlord from any and all claims Tenant has or may have against Landlord. This release is limited to the extent the claim is covered by the Tenant's insurance or the insurance the Tenant is required to carry under Section 5, whichever is greater. 5.03. Limitation of Landlord's Liability. In case the original or any successor Landlord shall convey or otherwise dispose of the Premises, it shall thereupon be released from any and all liabilities and obligations of Landlord under this Lease (except those occurring prior to such conveyance or other disposition) and such liabilities and obligations shall be binding solely on the then owner of the Premises. It is specifically understood and agreed that there shall be no personal liability of Landlord (nor Landlord's members, managers, officers, employees and agent, if any) in respect to any of the covenants, conditions, or provisions of this Lease. In the event of a breach or default by Landlord of any of its obligations under this Lease, and Landlord, its employees, officers, managers or members are ordered to pay Tenant a money judgment, Tenant shall look solely to the equity of the Landlord in the Premises for the satisfaction of said money judgment. SECTION 6- LOSS OF PREMISES 6.01. Damages. 6.01(a). Definition. "Relevant Space"means: (i) the Premises as defined in Section 1.03 above; (ii) access to the Premises; and Page 14 of 35 Packet Page-615- 2/10/2015 16.F.3. (iii) any part of the Building that provides essential services to the Premises. 6.01(b). Repair of Damage. If the Relevant Space is damaged in part or whole from any cause and: (i) the Relevant Space can be substantially repaired and restored within one hundred fifty (150) days from the date of the damage using standard working methods and procedures; (ii) the Landlord's mortgagee provides adequate assurances to Landlord that it will make sufficient insurance proceeds available to substantially repair and restore the Relevant Space within said one hundred fifty (150) days (the "Repair and Restoration Funds"); and (iii) Tenant is not in default(unless Tenant cures the default at such time) at the time the damage occurs or at the time the Repair and Restoration Funds are received by Landlord, then Landlord shall at its expense promptly and diligently repair and restore or cause to be repaired and restored the Relevant Space to substantially the same condition as existed before the damage. This repair and restoration shall be made within one hundred fifty (150) days from the date of the damage (the "Repair and Restoration Period"), unless the delay is due to causes beyond Landlord's reasonable control; provided, however, that the Repair and Restoration Period may be extended by Landlord if the repair and restoration is of a nature that it cannot be completed within the aforementioned one hundred fifty (150) day time period, and Landlord has promptly commenced all appropriate actions to make such repair and restoration within the Repair and Restoration Period and those actions are thereafter diligently and continuously pursued by Landlord in good faith. The term "Repair and Restoration Period" includes any extension thereof provided for under this paragraph. If the Relevant Space cannot be repaired and restored within the one hundred fifty (150) day period or if Landlord's mortgagee does not provide adequate assurances to Landlord as to the availability of the Repair and Restoration Funds as aforesaid (the "Adequate Assurances"), then either party may, within ten (10) days after determining that the repairs and restoration cannot be made or the Adequate Assurances cannot be given within one hundred fifty (150)days, cancel the Lease by giving written notice to the other party; provided, however, Tenant may not cancel the Lease if Landlord agrees to repair and restore the Relevant Space even though Landlord has not received the Adequate Assurances. Nevertheless, if the Relevant Space is not repaired and restored within the Repair and Restoration Period, then Tenant may cancel the Lease at any time after the end of the Repair and Restoration Period and before the end of a period terminating thirty (30) days after the end of the Repair and Restoration Period. Notwithstanding anything herein to the contrary, Tenant shall not be able to cancel this Lease if its gross negligence or willful misconduct causes the damage, unless Landlord is not promptly and diligently repairing and restoring the Relevant Space in accordance with this Section 6.01(b). If this Lease is cancelled as aforesaid, Tenant shall be reimbursed for the unamortized cost of the improvements for which Tenant paid, but only to the extent of insurance collected from insurers. 6.01(c). Determining the Extent of Damage. If the parties cannot agree in writing whether the repairs and restoration described in Section 6.01(b) will take more than one hundred fifty (150) days,then the determination will be submitted to arbitration pursuant to Section 11.01. 6.01(d). Abatement. Unless the damage is caused by Tenant's gross negligence or willful misconduct, the Rent shall abate in proportion to that part of the Premises that is unfit for use in Tenant's business. The abatement shall consider the nature and extent of interference to Tenant's ability to conduct business in the Premises and the need for access and essential services. The abatement shall continue from the date the damage occurred until Landlord completes the repairs and restoration to the Relevant Space or the part rendered unusable and notice is provided to Page 15 of 35 Packet Page-616- 2/10/2015 16.F.3. Tenant that the repairs and restoration are completed, or until Tenant again uses the Premises or the part rendered unusable,whichever occurs first. 6.01(e). Tenant's Property. Notwithstanding anything herein to the contrary, Landlord is not obligated to repair or restore damage to Tenant's trade fixtures, furniture, equipment, or other personal property, or any Tenant Improvements, as defined in Section 13.02 hereof. 6.01(1). Damage to Building. Notwithstanding anything herein to the contrary, if: (i) more than forty percent (40%) of the Buildings are damaged and the Landlord therefore decides not to repair and restore the Buildings; (ii) any mortgagee of the Buildings shall not allow adequate insurance proceeds for repair and restoration; (iii) the damage is not covered by Landlord's insurance required by Sections 5.01(a) and (b); or (iv) the Premises are damaged, and the Lease is in the last twelve (12) months of its Term (without Tenant having committed to extend the Term, if applicable) or the last twelve(12)months of any Extension Term,if any; then Landlord may cancel this Lease. To cancel, Landlord must give notice to Tenant within thirty (30) days after the Landlord knows of the damage. The notice must specify the cancellation date, which shall be at least thirty (30) days, but not more than sixty (60) days, after the date notice is given. 6.01(g). Cancellation. If either party cancels this Lease as permitted by Section 6.01, then this Lease shall end on the day specified in the cancellation notice, which date shall be a date as required in this Lease and in any event not less than five (5) days after sending said notice. The Base Rent, Additional Rent, and other charges shall be payable up to the cancellation date and shall account for any abatement. Landlord shall promptly refund to Tenant any prepaid, unaccrued Rent,plus the Deposit, if any, less any sum then owing by Tenant to Landlord. 6.02. Condemnation. 6.02(a). Definitions. The terms "eminent domain," "condemnation," "taken," and the like as used in Section 6.02, include takings for public or quasi-public use and private purchases in lieu thereof by any authority authorized to exercise the power of eminent domain. 6.02(b). Entire Taking. If the entire Premises or the portions of the Buildings required for reasonable access to, or the reasonable use of, the Premises are taken by eminent domain, this Lease shall automatically end on the earlier of: (i) the date title vests; or (ii) the date Tenant is dispossessed by the condemning authority. 6.02(c). Partial Taking. If the taking of a part of the Premises materially interferes with Page 16 of 35 Packet Page-617- 2/10/2015 16.F.3. Tenant's ability to continue its business operations in substantially the same manner and space, then Tenant may end this Lease on the earlier of: (i) the date when title vests; (ii) the date Tenant is dispossessed by the condemning authority; or (iii) sixty (60) days following notice to Tenant of the date when vesting or dispossession is to occur. If there is a partial taking and this Lease continues, then the Lease shall end as to the part taken and the Rent shall abate in proportion to the part of the Premises taken and Tenant's pro rata share shall be equitably reduced. 6.02(d). Termination by Landlord. If title to a part of the Buildings other than the Premises is condemned, and in the Landlord's reasonable opinion, the Buildings should be restored in a manner that materially alters the Premises, Landlord may cancel this Lease by giving notice to Tenant. Cancellation notice shall be given within sixty (60) days following the date title vested. This Lease shall end on the date specified in the cancellation notice, which date shall be at least thirty (30) days, but not more than ninety(90)days, after the date notice is given. 6.02(e). Rent Adjustment. If the Lease is canceled as provided in Sections 6.02(b), (c), or (d), then the Base Rent, Additional Rent, and other charges shall be payable up to the cancellation date, and shall account for any abatement. Landlord, considering any abatement, shall promptly refund to Tenant any prepaid, unaccrued Rent, plus the Deposit, if any, less any sum then owing by Tenant to Landlord. 6.020. Repair. If the Lease is not canceled as provided for in Sections 6.02(b), (c), or(d), then Landlord, at its expense, shall promptly repair and restore the Premises to the condition that it existed in immediately before the taking, except for the part taken, in order to render the Premises a complete architectural unit. 6.02(g). Awards and Damages. All damages or compensation awarded or paid for any such taking, whether for the whole or a part of the Premises or any part of the Property, Buildings and improvements thereon, shall belong to and be the sole property of Landlord without any participation by Tenant, whether such damages or compensation shall be awarded or paid for diminution in value of the fee or any interest of Landlord in the Property, or in the leasehold estate created hereby. Tenant hereby expressly waives and relinquishes all claims to any such award or compensation or any part thereof and of the right to participate in any such condemnation or eminent domain proceedings against the owners of any interest in the Property; provided, however, that nothing herein contained shall be construed to preclude Tenant from prosecuting any claim directly against the condemning or taking authority, but not against Landlord, for the value of damages to and/or for the cost of removal of Tenant's trade fixtures and other personal property which under the terms of this Lease would remain Tenant's property upon the expiration of the Term, as may be recoverable by Tenant in Tenant's own right; provided further, that no such claim shall diminish or otherwise adversely affect Landlord's award. Each party agrees to execute and deliver to the other all instruments that may be required to effectuate the provisions of this Section 6.02(g). Page 17 of 35 Packet Page-618- 2/10/2015 16.F.3. 6.02(h). Temporary Condemnation. if part or all of the Premises are condemned for a limited period of time (the "Temporary Condemnation"), this Lease shall remain in effect. The Rent and Tenant's obligations for the part of the Premises taken shall abate during the Temporary Condemnation in proportion to the part of the Premises that Tenant is unable to use in its business operations as a result of the Temporary Condemnation. Landlord shall receive the entire award for any Temporary Condemnation. SECTION 7-DEFAULT 7.01. Tenant's Default. 7.01(a). Defaults. Each of the following constitutes a default hereunder (collectively, a "Default"): (i) Tenant's failure to pay Rent within ten(10)days after payment is due; (ii) Tenant's failure to perform or observe any other Tenant obligation after a period of thirty (30) days or the additional time, if any, that is reasonably necessary to promptly and diligently cure the failure, after it receives notice from Landlord setting forth in reasonable detail the nature and extent of such failure; (iii) Tenant, before the expiration of the Term, and without the written consent of Landlord, vacates the Premises or abandons possession of the Premises; and (iv) The occurrence of any of the following: (A) a petition in bankruptcy is filed by or against Tenant; (B) Tenant is adjudicated as bankrupt or insolvent; (C) a receiver, trustee, or liquidator is appointed for all or a substantial part of Tenant's property; or (D) Tenant makes an assignment for the benefit of creditors. 7.02. Landlord's Remedies. 7.02(a). Remedies. If Tenant remains in default under Section 7.01 after any applicable cure period has expired, Landlord shall have all available remedies set forth herein, and all remedies available at law or in equity, and in addition, Landlord may terminate this Lease or Tenant's right of possession of the Premises, and Tenant shall immediately surrender the Premises to Landlord upon said termination. Landlord shall be entitled to immediate possession of the Premises and may enter and take possession of the Premises to the fullest extent allowed by law. 7.02(b). No Surrender. Landlord's exercise of any of its remedies or its receipt of Tenant's keys shall not be considered an acceptance or surrender of the Premises by Tenant. A surrender must be agreed to in a writing signed by both parties hereto. Page 18 of 35 Packet Page-619- 2/10/2015 16.F.3. 7.02(c). Rent. If Landlord terminates this Lease or terminates Tenant's right to possess the Premises because of a Default, Landlord may hold Tenant liable for Rent and other indebtedness accrued to the date the Lease was terminated. Landlord may also declare the entire balance of Rent due under this Lease for the remainder of the Term to be forthwith due and payable, reduced by any sums Landlord receives by reletting the Premises during the Term. 7.02(d). Other Expenses. Tenant shall also be liable for that part of the following sums paid by Landlord and attributable to that part of the Term terminated due to Tenant's Default: (i) reasonable broker's fees incurred by Landlord for reletting part or all of the Premises, prorated for that part of the reletting term ending concurrently with the then current Term of this Lease; (ii) the cost of removing and storing Tenant's property; (iii) the cost of repairs, alterations, and remodeling necessary to put the Premises in a condition reasonably acceptable to a new tenant; (iv) reimbursement of the broker's fees paid by Landlord to Premier Commercial, Inc. to procure this Lease prorated by multiplying the broker's fees paid by a fraction, the numerator of which is the number of total months the Premises were occupied by Tenant and the denominator of which is the number of months in the initial term. This provision shall only apply if Default occurs during the initial five (5)year Term; and (v) other necessary and reasonable expenses incurred by Landlord in enforcing its remedies hereunder. 7.02(e). Payment. Tenant shall pay the sums due in Sections 7.02(c) and (d) within thirty (30) days after receiving Landlord's invoice for such amounts. 7.02W. Mitigation. Landlord shall mitigate its damage by making reasonable efforts to relet the Premises on reasonable terms; provided, however, that if the Landlord has comparable available space in the Buildings, Landlord may rent such other space before being obligated to rent the Premises. Further, Landlord may: (i)relet the Premises for a shorter or longer period of time than the Term; (ii) make any necessary repairs or alterations to the Premises; and (iii) relet on any reasonable terms, including a reasonable amount of free rent. If Landlord relets for a period of time longer than the current Term, any special concessions given to the new tenant shall be allocated throughout the entire reletting term to not unduly reduce the amount of consideration received by Landlord during the remaining period of Tenant's Term. 7.03. Landlord's Default. Landlord's failure to perform or observe any of its Lease obligations after a period of thirty (30) days or the additional time, if any, that is reasonably necessary to promptly and diligently cure such failure after receiving written notice from Tenant of such failure, shall be deemed a default hereunder ("Landlord's Default"). The notice shall provide reasonable detail to Landlord of the nature and extent of such failure, and shall identify the Lease provision(s) containing the obligation(s). After Tenant receives notice of a mortgagee's name and address and request for notice upon Landlord's Default, Tenant shall provide the notice required by this section to the mortgagee at the same time Tenant Page 19 of 35 Packet Page -620- 2/10/2015 16.F.3. provides notice to Landlord. If Landlord shall default in accordance with this section, Tenant may pursue any remedies given in this Lease or under the law. 7.04. Self-Help. If either party defaults (the "Defaulting Party"), the other party (the "Non-Defaulting Party") may, without being obligated and without waiving the default, and after reasonable notice or notice as provided in this Lease, cure the default. The Non-Defaulting Party may enter the Premises or the Buildings to cure the default. The Defaulting Party shall pay the Non-Defaulting Party,upon demand, all costs,expenses,and disbursements incurred by the Non-Defaulting Party to cure the default. 7.05. Survival. The remedies permitted by Section 7 and the parties' indemnities in Section 5.02 shall survive the ending of this Lease. SECTION 8-NON-DISTURBANCE 8.01. Subordination. 8.01(a). Mortgages. Subject to Section 8.01(b), this Lease is subordinate to any and all mortgages, which may now or hereafter encumber the Buildings or the Property, and to all renewals,modifications and extensions thereof. 8.01(b). Foreclosures. If any mortgage is foreclosed,then: (i) This Lease shall continue; (ii) Tenant will attorn to and recognize the mortgagee or purchaser at a foreclosure sale (the "Successor Landlord") as Tenant's landlord for the remaining Term; and (iii) The Successor Landlord shall not be bound by: (A) any payment of Rent for more than one (1) month in advance, except the Deposit and free rent, if any, specified in the Lease, (B) any amendment, modification, or termination of this Lease, without the Successor Landlord's consent, after the Successor Landlord's name is given to Tenant, unless the amendment, modification, or termination is specifically authorized by the original Lease and does not require Landlord's prior agreement or consent, and (C) any liability for any act or omission of a prior Landlord. 8.01(c). Self-Operating. Section 8.01 is self-operating. However,Tenant or any mortgagee shall promptly execute and deliver any documents needed to confirm this arrangement. Tenant agrees that if it shall fail at any time to execute, acknowledge or deliver any such documents requested by Landlord, Landlord may, in addition to any other remedies available to it, execute, acknowledge and deliver such documents as the attorney-in-fact of Tenant and in Tenant's name, and Tenant hereby makes, constitutes and irrevocably appoints Landlord as its attorney-in-fact for Page 20 of 35 Packet Page-621- 2/10/2015 16.F.3. such purpose. 8.02. Estoppel Certificate. 8.02(a). Obligation. Tenant shall at any time and from time to time, within ten (10) days after receiving a written request by Landlord, execute, acknowledge and deliver to Landlord, in a form reasonably satisfactory to Landlord and/or Landlord's mortgagee or prospective purchaser, a written statement certifying, as to the truth of various facts concerning the Lease which may include, but is not limited to,the following: (i) the accuracy of the Lease document; (ii) that Tenant has accepted possession and is in occupancy of the Premises; (iii) that any improvements to the Premises or Common Areas required by the terms of this Lease to be made by Landlord have been completed as required by the Lease; (iv) the Commencement Date and the date that this Lease shall expire; (v) that the Lease is in full force and effect and has not been modified, altered or amended, except as expressly set forth in the written statement, and that the Lease, with any such specified modifications, alterations or amendments constitutes the entire agreement between Landlord and Tenant with respect to the Premises; (vi) confirmation as to the initial Term, the number of Extension Terms, the Rent that is due and payable under this Lease, and that no Rent has been paid more than thirty (30) days in advance of its due date, except as required by the terms of this Lease; (vii) whether to the Tenant's knowledge Landlord is in default or whether the Tenant has any claims or demands against Landlord and, if so, specifying the default, claim, or demand; and (viii) to other correct and reasonably ascertainable facts that are covered by the Lease terms. 8.02(h). Remedy. Tenant's failure to comply with its obligation in Section 8.02(a) shall be considered a default hereunder. The cure period for this default shall be five (5) business days after Tenant receives notice of the default. 8.03. Quiet Possession. Landlord warrants that it owns the Buildings and the Premises. As long as Tenant is not in default hereunder, and subject to the Lease terms and the above encumbrances, Landlord warrants that it will not disturb Tenant's peaceable and quiet enjoyment of the Premises. SECTION 9-LANDLORD'S RIGHTS 9.01. Rules. Page 21 of 35 Packet Page -622- 2/10/2015 16.F.3. 9.01(a). Rules. Tenant, its employees and invitees, shall comply with: (i) such rules of general applicability for the Buildings which Landlord will reasonably promulgate in writing from time to time (the "Rule" or collectively, the "Rules"); and (ii) reasonable modifications and additions to the Rules adopted by Landlord that: (A) Tenant is given ten (10)days advance notice thereof; (B) are for the safety, care,order, or cleanliness of the Common Areas; and (C) do not unreasonably and materially interfere with Tenant's conduct of its business or Tenant's use and enjoyment of the Premises. 9.01(b). Conflict with Lease. if a Rule issued under Section 9.01(a) conflicts with or is inconsistent with any Lease provision,the Lease provision controls. 9.01(c). Enforcement. Landlord shall not unreasonably enforce the Rules against Tenant. 9.02. Construction Liens. 9.02(a). Discharge Lien. Tenant shall, within ten (10) days after receiving notice of any construction lien for material or work claimed to have been furnished to the Premises on Tenant's behalf and/or at Tenant's request: (i) discharge the lien; or (ii) post a bond equal to the amount of the disputed claim with companies reasonably satisfactory to Landlord. If Tenant posts a bond in accordance with Section 9.03(a)(ii), it shall contest the validity of the lien. Tenant shall indemnify, defend, and hold Landlord harmless from losses incurred from these liens. 9.02(b). Landlord's Discharge. If Tenant does not discharge the lien or post the bond within the ten (10) day period specified under Section 9.02(a), Landlord may pay any amounts, including interest and legal fees, to discharge the lien. Tenant shall then be liable to Landlord for such amounts paid by Landlord. 9.02(c). Consent not Implied. Nothing herein shall grant or confer unto Tenant the right to lien, mortgage or encumber in any way the Property or any improvements thereon, or subject said property to any encumbrance. Construction liens are expressly prohibited under this Lease. Tenant shall have no power to do any act or make any contract which may create or be the foundation of any lien, mortgage or other encumbrance upon any interest of the Landlord in the Premises or upon or in the Buildings or improvements hereafter erected or placed on the Premises. Page 22 of 35 Packet Page-623- 2/10/2015 16.F.3. 9.03. Right to Enter. 9.03(a). Permitted Entries. Landlord and its agents, servants, and employees may enter the Premises at reasonable times, during normal business hours and at any time during an emergency, without charge, liability, or abatement of Rent,to: (i) examine the Premises; (ii) make repairs, alterations, improvements, and additions either required by the Lease or advisable to preserve the integrity, safety, and good order of part or all of the Premises or the Buildings; (iii) provide janitorial and other services required by the Lease; (iv) comply with Applicable Laws under Section 3.01; (v) show the Premises to prospective lenders or purchasers, and, during the one hundred eighty (180) days immediately before this Lease ends, to prospective tenants; provided, however,that Landlord shall not post"For Sale"or"For Rent" signs on the Premises if those signs obstruct visibility into or out of the Premises; (vi) post notices of non-responsibility; and (vii) remove any Alterations made by Tenant in violation of Section 4.01. 9.03(b). Entry Conditions. Notwithstanding Section 9.03(a), entry is conditioned upon: (i) giving Tenant at least twenty-four (24) hours advance notice, except in the event of an emergency; (ii) promptly finishing any work for which it entered; and (iii) causing the least practical interference to Tenant's business. 9.04. Holdover. 9.04(a). Holdover Status. If Tenant continues occupying the Premises after the Term or Extension Term, if any, ends (the "Holdover")then: (i) if the Holdover is with Landlord's written consent, it shall be a month-to-month tenancy, terminable on thirty (30) days advance written notice by either party. Tenant shall pay by the first (1st) of each month of the Holdover period the Rent that Landlord specifies in the written consent; or (ii) if the Holdover is without Landlord's written consent, then Tenant shall be a tenant-at-sufferance. Tenant shall pay by the first (1st) day of each month twice the amount of Rent that was due in the last full month immediately preceding the Holdover period, and shall be liable for any damages suffered by Landlord because of Tenant's Holdover. Landlord shall retain its remedies against Tenant who holds over without Page 23 of 35 Packet Page-624- 2/10/2015 16.F.3. written consent. 9.04(b). Holdover Terms. A Holdover under Section 9.04(a) shall be on the same terms and conditions of the Lease except: (i) the Term (Section 1.05); (ii) Base Rent(Sections 2.01); (iii) the quiet possession provision is deleted (Section 8.03); (iv) Upon the occurrence of a Section 9.04(a)(ii) Holdover, Landlord's obligation for services and repairs(Sections 3.02 and 3.03) is deleted; and (v) only a tenant (or a sub-tenant approved under Section 4.02) may default hereunder. 9.05. Signs. Tenant shall not be permitted to display any signs on the Premises or the Building without first obtaining Landlord's written consent. SECTION 10—AFFIRMATIVE COVENANTS OF TENANT 10.01. To keep all garbage and refuse in the kind of container specified by Landlord and to place the same outside of the Premises, prepared for collection in the manner and at the times and places specified by Landlord, and in accordance with municipal regulations. If Landlord provides garbage collection services, Tenant will pay the cost of same as determined by Landlord. If Tenant serves or prepares food or beverages at, in or upon the Premises,Tenant will remove all garbage and refuse from the Premises not less than one(1)time per day. 10.02. To keep the outside areas immediately adjoining the Buildings and the Premises clear, and not to bum, place or permit any rubbish, obstruction or merchandise in such area. 10.03. To keep the Buildings and the Premises clean, orderly, sanitary and free from objectionable odors and from insects,vermin and other pests. 10.04. To conduct its business in the Premises in all respects in a dignified manner and in accordance with high standards of office operation. 10.05. Tenant shall not commit or suffer to be committed any waste upon the Premises or any nuisance or other act or thing which may disturb the quiet enjoyment of any other tenant in the Buildings. 10.06. Tenant shall use, at Tenant's cost, a pest extermination contractor at such intervals as may be necessary to keep the Premises free of pests. 10.07. All mechanical apparatus shall be kept free of vibrations and noise which may be transmitted beyond the Premises, and no objectionable odors shall be permitted to emanate or be dispelled from the Premises. 10.08. Tenant shall install such fire extinguishers and other safety equipment as Landlord shall require. Page 24 of 35 Packet Page -625- 2/10/2015 16.F.3. 10.09. Tenant shall not use or operate any machinery that, in Landlord's opinion, is harmful to the Buildings or disturbing to other tenants in the Buildings; nor shall Tenant use any loud speakers, televisions, phonographs, radios, or other devices in a manner so as to be heard or seen outside of the Premises, nor display merchandise on the exterior of the Premises either for sale or for promotional purposes. 10.10. Tenant shall not do or suffer to be done any act, manner or thing objectionable to the fire insurance companies whereby the fire insurance or any other insurance now in force or hereafter to be placed on the Premises or any part thereof, or on the Buildings, shall become void or suspended. Upon the breach of this covenant, in addition to all other remedies of Landlord and not as a limitation thereof, Tenant agrees to pay to Landlord as Additional Rent any and all increase or increases of premiums on insurance carried by Landlord on the Premises, or any part thereof, or on the Buildings, caused in any way by the occupancy of Tenant. SECTION 11—DISPUTES 11.01. Arbitration. 11.01(a). Procedure. For disputes subject to arbitration under Section 11.01(c) that are not resolved by the parties within ten (10)days after either party gives notice to the other of its desire to arbitrate the dispute, the dispute shall be settled by binding arbitration by the American Arbitration Association in accord with its then prevailing rules. Judgment upon the arbitration award may be entered in any court having jurisdiction over the matter. The arbitrators shall have no power to change the Lease provisions. The arbitration panel shall consist of three (3) arbitrators, one (1) of whom must be a real estate attorney actively engaged in the practice of law for at least the last five (5)years. Each party shall select an arbitrator, and the two (2) arbitrators selected by the parties shall select a third (3`d) member of the panel. Both parties shall continue performing their Lease obligations pending the award in the arbitration proceeding; provided, however, that Landlord may terminate this Lease and/or take possession of the Premises, as provided in this Lease. The arbitrators shall award the prevailing party reasonable expenses and costs, including reasonable attorneys' fees pursuant to Section 17.02, plus interest on the amount due at eighteen percent (18%) per annum or the maximum then allowed by applicable law, whichever is less. This provision shall survive termination of the Lease. 11.01(b). Payment. The losing party shall pay to the prevailing party the amount of the final arbitration award. If payment is not made within ten (10) business days after the date the arbitration award is no longer appealable,then in addition to any remedies under the law: (1) if Landlord is the prevailing party, it shall have the same remedies for failure to pay the arbitration award as it has for Tenant's failure to pay the Rent; and (ii) if Tenant is the prevailing party, it may deduct any remaining unpaid award from its monthly payment of Rent or other charges and Landlord shall pay any difference to Tenant within thirty (30) days of Tenant's notice. 11.01(c). Arbitration. The following disputes are subject to arbitration: (i) any disputes that the parties agree to submit to arbitration; Page 25 of 35 Packet Page-626- 2/10/2015 16.F.3. (ii) the amount of any abatement of Rent as a result of damage or condemnation; (iii) any dispute over which party must comply with Applicable Laws under Section 3.01; (iv) the amount of any insurance increase under Section 5.01(f); and (v) the amount billed as Additional Rent or any component of the calculation of Additional Rent. SECTION 12 -HAZARDOUS MATERIALS 12.01. Hazardous and Toxic Substances. Tenant hereby represents and agrees that it will not improperly use, handle, store, transport or dispose of or permit the use, handling, storage, transportation or disposal of hazardous or toxic substances, as those terms may be defined or used in any local, state, or federal environmental, hazardous substance or land or water use laws or regulations, and that any intentional use or accidental spillage of such substance will be cleaned up by Tenant immediately after such occurrence. Tenant hereby agrees to indemnify, defend and hold Landlord harmless from and against all loss, costs, expenses, fines, penalties, reimbursement costs and damages (including reasonable attorneys' fees and court costs)that result from Tenant's,their employees', agents', customers' or clients' use of the Premises, arising under any provision of local, state or federal law, including common law, which prohibits or regulates the use, handling, storage, transportation or disposal of a hazardous or toxic substance or which requires removal or remedial action and the costs of removal or remedial action of such hazardous or toxic substance, including any fines levied in connection therewith, whether such costs of response are incurred by the Landlord or any local, state or federal governments or by other persons and including any personal injuries suffered in connection therewith. SECTION 13—CONSTRUCTION OF PREMISES 13.01. Landlord's Work. Landlord, at Landlord's expense, shall improve the Premises to the equivalent of Class A commercial premises located in the Naples, Collier County, Florida area (the "Landlord Improvements"). The Landlord Improvements shall include installation of windows, installation of drop ceilings in two (2) conference rooms, flooring material, and bathrooms, and finish the first floor lobby area pursuant to Tenant's specifications and standards. 13.02 Tenant's Construction. Tenant, at Tenant's expense, shall improve the Premises suitable for Tenant's use, including, without limitation, installation of Steelcase (or comparable) dividers and installation of HVAC ducts and interior lighting (collectively, the "Tenant Improvements"). Tenant acknowledges receipt of Landlord's delivery to Tenant of a complete set of all drawings and architectural plans and specifications with respect to the Building (including a utilities plan and a mechanical and electrical plan) and other plans and specifications and information (collectively, the `Building information") pertaining to or used in connection with the construction of the Building necessary for the Tenant's architect to prepare Tenant's plans for the Tenant improvements to the Premises (the "Tenant Improvements"). The Tenant Improvements shall be made promptly by Tenant to enable Tenant hereby accepts and acknowledges that the Building Information provided by the Landlord is substantially correct, and that all items critical in nature are hereby validated by the Tenant. The Tenant Improvements shall comply with the provisions of this Lease dealing with Alterations. Prior to commencement of the Tenant Improvements, Tenant shall supply Landlord with Tenant's plans. Tenant's plans shall be compatible Page 26 of 35 Packet Page-627- 2/10/2015 16.F.3. with the Building Information and must comply with all applicable laws, ordinances and building codes and must be approved by Landlord, which approval shall not be unreasonably withheld. Tenant shall commence construction promptly and thereafter pursue construction to completion diligently and in a good and workmanlike manner. Tenant shall be responsible for all costs and expenses in connection with the design, permitting, construction and completion of the Tenant Improvements. SECTION 14-PARKING 14.01. Parking. During the Lease term, Tenant shall have the exclusive right to use the three (3) assigned parking spaces depicted on Exhibit "B" hereto. Tenant shall also have the right to use the Common Area parking spaces on a non-exclusive, first come first serve basis. In addition, Tenant shall have the option to lease available parking spaces in the parking garage constructed on the Property at the rate set from time to time by Landlord (at the time of execution of this Lease, the rate is $75.00 per parking space per month). SECTION 15—MASTER ASSOCIATION 15.01. Covenants, Rules and Regulations. The Buildings are subject to the covenants, rules and regulations of the Master Association. All covenants, conditions and provisions of this Lease that may place obligations on the Landlord to render services, make repairs, perform maintenance, obtain or provide insurance, abide by grants of exclusivity and to otherwise act with reference to areas common to the Master Association shall be construed, applied and interpreted to mean that the Landlord shall have made appropriate provisions through the Master Association to assume and perform such obligations. Landlord's obligations shall be limited to the Premises, the Buildings and the Common Areas located on the Property. SECTION 16—EXTENSION OPTION; EARLY TERMINATON 16.01. First Extension Option. Tenant shall have the option to extend this Lease, as specified in Section 1.02(h) above. The "First Extension Term" shall begin immediately after expiration of the initial Term, upon the same terms and conditions of the Lease, except that: 16.01(a). The Term shall be modified as stated above; 16.01(b).The Base Rent for the first year of the First Extension Term shall be determined by the Landlord in accordance with the then current market rate for similar buildings in the Naples, Collier County, Florida area. Thereafter, Base Rent shall increase annually at a rate of three percent(3%)per Lease Year. 16.02. Second Extension Option. If Tenant has lawfully extended this Lease for the First Extension Term, Tenant may be entitled to extend this Lease for an additional period (the "Second Extension Term") beginning immediately after the expiration of the First Extension Term, upon the same terms and conditions of the Lease, except that: 16.02(a). The Term shall be modified as stated above; and 16.02(b). The Base Rent shall be established as in the First Extension Option for the first year and continue to be adjusted in the manner set forth in Section 16.01(b) during such extension period. Page 27 of 35 Packet Page-628- 2/10/2015 16.F.3. 16.03. Conditions. To exercise any option to extend, Tenant must: 16.03(a). not be in default at the time it exercises the option to extend; 16.03(b). not have failed to pay part or all of the Rent within ten (10) days after it was due on more than three(3) occasions within any twelve (12) month period during the initial Term or the First Extension Term, as applicable, of the Lease; and 16.03(c). give written notice to Landlord that Tenant is exercising its option to extend at least one hundred eighty (180) days, but not more than two hundred forty (240) days, before the initial Term or First Extension Term, as applicable, ends. If Tenant has not exercised its option to extend the Lease at least one-hundred and eighty (180) days prior to the term then ending, such rights to exercise any further option to extend the Lease shall be terminated and lost, and the Lease shall end upon the end of the then current term. 16.04. Early Termination. In the event: (i)the State of Florida fails to appropriate sufficient funding to enable Tenant to continue with its Lease obligations, or(ii)Collier County makes a general determination to reduce leased office space and such decision impacts this Lease, Tenant may terminate this Lease without penalty to Tenant by providing Landlord with ninety (90) days' prior written notice of the termination date, together with reasonable written documentation of the failure of the appropriations or Collier County's determination. In the event of Tenant's early termination of this Lease: 16.04(a). Tenant shall be permitted to remove its moveable personal property and furnishings from the Premises, specifically excluding however, all fixtures, the Steelcase (or comparable) room dividers/partitions, work surfaces and file cabinets, and lighting fixtures installed by the Tenant within the Premises, all of which shall remain the property of Landlord; and 16.04(b). Tenant shall reimburse Landlord on or before the expiration of the ninety (90) day period referenced above, the broker's fees paid by Landlord to Premier Commercial, Inc. to procure this Lease prorated by multiplying the broker's fees paid by a fraction, the numerator of which is the number of total months the Lease was in effect and the denominator of which is the number of months in the initial Term. SECTION 17—MISCELLANEOUS 17.0.1. Broker's Warranty. The parties warrant that there are no brokers with whom they dealt on this Lease other than those described in Section 1.02(e), if any. The party who breaches this warranty shall defend, hold harmless, and indemnify the non-breaching party from any claims or liability arising from the breach. 17.02. Attorneys' Fees. In any litigation between the parties regarding this Lease, the prevailing party shall be reimbursed its reasonable costs and expenses and court costs, including without limitation, attorneys' fees and other law firm costs and fees,through any level of appeal. A party shall be considered the prevailing party if: 17.02(a). it initiated the litigation and substantially obtains the relief it sought, either through a judgment or the losing party's voluntary action before arbitration (after it is scheduled), trial, or judgment; Page 28 of 35 Packet Page-629- 2/10/2015 16.F.3. 17.02(b). the other party withdraws its action without substantially obtaining the relief it sought; or 17.02(c). it did not initiate the litigation and judgment is entered for either party, but without substantially granting the relief sought. This provision shall survive termination of the Lease. 17.03. Notices. Unless a Lease provision expressly authorizes verbal notice, all notices under this Lease shall be in writing and sent by registered or certified mall, postage prepaid, return receipt requested, as follows: To Tenant: At the address shown on page 1. To Landlord: Kraft Office Center, LLC c/o Summit Management Company 3530 Kraft Road, Suite 204 Naples, Florida 34105 Copy to: Grant Fridkin Pearson, P.A. 5551 Ridgewood Drive, Suite 501 Naples,Florida 34108 Attn: Cheryl L. Hastings,Esq. Either party may change these persons or addresses by giving notice as provided above. Tenant shall also give required notices to Landlord's mortgagee after receiving notice from Landlord of the mortgagee's name and address. Notice shall be considered given and received on the latest original delivery or attempted delivery date as indicated on the postage receipt(s)of all persons and addresses to which notice is to be given. 17.04. Partial Invalidity. If any provision of this Lease or its application to any person or circumstance shall, to any extent, be held invalid or unenforceable by a court of competent jurisdiction, then the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Moreover, the invalid or unenforceable provision shall be interpreted and reformed, if possible, so as to accomplish most closely the intent of the parties consistent with applicable law. 17.05. Waiver. No provision hereof may be waived except by an agreement in writing signed by the waiving party. Any waiver by any party of a breach of any provision of this Lease shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Lease. The failure of a party to insist upon strict adherence to any term of this Lease on one (1) or more occasions shall not be considered a waiver or deprive the party of the right thereafter to insist upon strict adherence to that term or any other term of this Lease. 17.06. Construction. The parties hereto acknowledge that this Lease is a result of mutual negotiations and is the joint product of the respective parties. Accordingly, the parties agree that this Lease shall be fairly construed in accordance with the terms hereof and shall not be more strictly construed against any party. Page 29 of 35 Packet Page-630- 2/10/2015 16.F.3. 17.07. Binding on Successors. This Lease shall be binding upon and shall inure to the benefit of all parties hereto, as well as their respective heirs, successors,representatives and permitted assigns. 17.08. Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the conflict of laws provisions. The parties agree that jurisdiction and venue of any action brought pursuant to this Lease, to enforce the terms hereof or otherwise with respect to the relationships between the parties created or extended pursuant hereto, shall properly lie in the court(s)of the State of Florida having jurisdiction over Collier County,Florida. 17.09. Insurance Increase. If due to Tenant's particular use of the Premises the Landlord's insurance rates are increased,Tenant shall pay such increase. 17.10. Lease not an Offer. Landlord gave this Lease to Tenant for review. It is not an offer to lease. This Lease shall not be binding unless signed by both parties hereto. 17.11. Recording. Tenant shall not record this Lease or any memorandum thereof without the prior written consent of Landlord. Landlord may record such memorandums or other documents to give notice that construction liens for the Tenant Improvements shall not attach to Landlord's interest in the Property. 17.12. Survival of Remedies. The parties' remedies shall survive the ending of this Lease, when the ending is caused by the default of the other party. 17.13. Authority of Parties. Each party warrants that it is authorized to enter into the Lease, that the person signing on its behalf is duly authorized to execute the Lease, and that no other signatures are necessary. 17.14. Business Days. Business days means Monday through Saturday inclusive, excluding holidays identified under Section 3.02(b). Throughout this Lease, wherever "days" are used the term shall refer to calendar days. Wherever the term "business days" is used the term shall refer to business days. 17.15. Entire Agreement. This Lease contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements, understandings, representations, or negotiations between the parties concerning such subject matter. Except for the Rules for which Section 9.01(a) controls, this Lease shall be modified only by a writing signed by both parties. 17.16. Definition of Lease. This Lease consists of the following: 17.16(a). Sections 1 through 17; 17.16(b). Signature Page; and 17.16(e). Exhibits "A",`B" and"C". 17.17. Radon Gas Disclosure. Florida law requires the following disclosure: "Radon is a naturally occurring radioactive gas that when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon Page 30 of 35 Packet Page-631- 2/10/2015 16.F.3. testing may be obtained from your county public health unit." 17.18. Separability. Each and every covenant and agreement contained in this Lease shall for all purposes be construed to be a separate and independent covenant and agreement, and the breach of any covenant or agreement contained herein by either party shall in no way or manner discharge or relieve the other party from its obligations to perform each and every covenant and agreement herein. 17.19. Headings and Terms. The headings to the various sections of this Lease have been inserted for convenience and reference only and shall not in any manner be construed as modifying, amending or affecting in any way the expressed terms and provisions of the Lease. 17.20. Landlord reserves the right to change the name of the Buildings from time to time, as it shall so desire. 17.21. Waiver of Jury Trial. LANDLORD AND TENANT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE AND ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LANDLORD ENTERING INTO THIS LEASE. 17.22. Contingency. This Lease is expressly contingent upon: (a) the existing tenant of the Premises agreeing with Landlord, on terms acceptable to Landlord, to release the Premises from the terms of its lease or otherwise release its rights to the Premises; and (b) appropriation from the State of Florida or Collier County to provide sufficient funding to enable Tenant to pay its Rent due under the Lease. Landlord shall have no obligation to commence the construction of the Landlord Improvements until Tenant provides reasonable written documentation which provides assurances to Landlord that Tenant can meet its Lease obligations for the initial Lease Year of the Term. [REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGE TO FOLLOW.] Page 31 of 35 Packet Page-632- 2/10/2015 16.F.3. The parties have executed this Lease on the date specified above and with the intent to be legally bound hereby. Witnesses: LANDLORD: KRAFT OFFICE CENTER, LLC, Witness #1 a Florida limited liability company Printed Name of Witness #1 By: Alexander A. Pezeshkan, as President Witness #2 Date: Printed Name of Witness #2 TENANT: Witnesses: Witness #1 By: Printed Name of Witness #1 Witness #2 Date: Printed Name of Witness #2 Page 32 of 35 Packet Page-633- 2/10/2015 16.F.3. EXHIBIT"A" THE PREMISES Page 33 of 35 Packet Page-634- 2/10/2015 16.F.3. EXHIBIT"B" ASSIGNED PARKING SPACES Reserved. To be attached prior to Lease execution. Page 34 of 35 Packet Page-635- 2/10/2015 16.F.3. EXHIBIT"C" TEMPORARY SPACE Reserved. To be attached prior to Lease execution. Page 35 of 35 Packet Page-636- w 1 2/10/2015 16.F.3. F t, E ;a w o I 'I o ri, ?j — A $ 03�sW�2 ?. S S.e m w U S 'i it:Q Y o _ & 1 I 0 a c:1 < z 3 uy p; v�w 1 a pO wp ue r - - nA4—- —{- - L_i c - �i w� �V C--'I / d� Z II I ii ri`u �.t� Z z FI aa� , w "' g,- I y>/ rI I- 414- W14 _ `�J ,I Im__ -- —_-_ _—._.-__ - J n a .0 -tl � o �N / a ;� - - 1 w -, I I ug< Q I 2 N N 0 fi N , oarl Q w Ch. ttq r ` i ' I .aa. $ 7 r:�tw e!b i• N e° , _ i_° • j▪— E i E 2 1 iE A . :t /1.4 4, gz rce° of E � ;L `E _ ' O E u a �IE o ��, 5 a p o E — c.,.--..,g,,-4,O Of l #O o g N w o m g� W E▪ gi1 o p" uu rn4PU .Z 00f a rm < gg co .a P.14 ; t 0 2 ac 2 „zoo +e. —Q 6, ° a Vii ,4� " w x^4 ''''I''''''' o Q U ,... -w-Q w ° � a a „r c°a Q. o- w5a o w > ° o f �J — wowa LL o ro o w o U H° ,, :4` °d m Z 0 a ° Q Packet Page -637-