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Agenda 11/13/2012 Item #16G1Proposed Agenda Changes Board of County Commissioners Meeting November 13, 2012 Continue Item 6A to the December 11, 2012 BCC Meeting: Public Petition request from Mr. Edward Dunphy regarding a process to reduce hauling and landfill expenses. (Petitioner's request) Continue Item 6B to the December 11. 2012 BCC Meetings Public Petition request from Mr. Bob Krasowski regarding issues relating to beach renourishment. (Petitioner's request) Continue Item 16A18 to the December 11, 2012 BCC Meeting: Recommendation to execute a License Agreement with the Barefoot Beach Club Condominium Owners Association, Inc. and The Conservancy to allow for mangrove trimming and monitoring on County-owned property in the vicinity of Lely Barefoot Beach. (Staffs request) Continue Item 16D9 to the December 11, 2012 BCC Meeting: This item continued from the October 23, 2012 BCC meeting. Recommendation to approve a budget amendment recognizing $199,478.74 in program income revenue generated when conveying properties acquired under the Neighborhood Stabilization Program (NSPl). (Staffs request) Move Item 16E9 to Item 11N: Recommendation to approve a Third Amendment to Collier County Emergency Services Medical Consultant Contract to clarify the section related to compensation upon termination and add a section related to an annual performance evaluation process. (Commissioner Hiller's request) Move Item 16G1 to Item 14A3: Recommendation to establish the commencement date of the attached Collier Lease Agreement between the Collier County Airport Authority and Salazar Machine & Steel, Inc., as of December 1, 2012, and to provide the Airport Authority Executive Director the authority to waive the collection of rent until the final completion date of the ongoing improvements to the leased premises. (Commissioner Hiller's request) Move Item 16K2 to Item 12A: Recommendation that the Board of County Commissioners, in its capacity as the Collier County Airport Authority, memorializes its October 23, 2012 extension of, and amendments to, the Collier County Airport Authority Executive Director's Employment Agreement, and authorizes the Chairman to execute the Extension and Amendment Agreement. (Commissioner Hiller's request) Proposed Agenda Changes Board of County Commissioners Meeting November 13, 2012 Page 2 Continue Item 17E to the December 11, 2012 BCC Meeting: This item requires that ex parte disclosure be provided by Commission members. Should a hearing be held on this item, all participants are required to be sworn in. CU- PL20120001757, Mac Business Plaza, a Resolution of the Board of Zoning Appeals of Collier County, Florida, providing for the establishment of a Conditional Use in a C -3 zoning district to allow up to four buildings on four different parcels of up to 15,000 square feet each of gross floor area in the principal structures for food stores, food services, personal services, video rentals, or retail uses pursuant to subsections 2.03.03.C.1.c.10, 2.03.03.C.1.c.16 and 2.03.03.C.1.c.17 of the Collier County Land Development Code for property located at the southeast corner of Tamiami Trail East and Barefoot Williams Road in Section 33, Township 50 South, Range 26 East, Collier County, Florida. (Petitioner's request) Time Certain Items: Item 11C to be heard at 2:30 p.m. Item 11J to be heard at 3:30 p.m. Note: Request to hear the Community Redevelopment Agency (CRA) regular agenda items (Items 14B) before the County Manager's Report (Items 11). Item 16J8: Pursuant to County staff research, four capital assets initially listed as missing on the back- up material need to have their status updated. Assets tagged as 30016629 and 30016630 were struck by lightning and should be labeled as destroyed, not missing. Radios tagged as 30016702 and 30016728 are still in service and will be removed from the list of dispositions. (Clerk's Finance Department request) 11113/2012 9:46 AM 11/13/2012 Item 16.G.1. EXECUTIVE SUMMARY Recommendation to establish the commencement date of the attached Collier Lease Agreement between the Collier County Airport Authority and Salazar Machine & Steel, Inc., as of December 1, 2012, and to provide the Airport Authority Executive Director the authority to waive the collection of rent until the final completion date of the ongoing improvements to the leased premises. OBJECTIVE: That the Board of County Commissioners, in its capacity as the Collier County Airport Authority (Authority), establishes the commencement date for the attached standard form lease agreement between the Authority and Salazar Machine & Steel, Inc. (Lessee) for a parcel of land improved with a 20,000 square -foot manufacturing building at the Immokalee Regional Airport effective as of December 1, 2012, and provides the Airport Authority Executive Director the authority to waive the collection of rent until the final completion date of the ongoing improvements to the leased premises. CONSIDERATIONS: On October 20, 2011, the USDA approved the use of the remaining project funds to build out the interior of the referenced 20,000 square -foot manufacturing building by adding items not included in the initial construction contract. However, the Airport Authority did not want to commit required matching funds for the interior build out without having a commitment from the Lessee for this facility. On December 13, 2011, Agenda Item 13A2, the Board of County Commissioners approved a Lease Agreement between the Collier County Airport Authority and Salazar Machine & Steel, anc., for this facility. The commencement date of the Lease Agreement was undetermined at that time because the building consisted of only an exterior shell, construction of the interior build out had not yet started, and it was not yet known when the'Lessee would be able to take occupancy of the building. The anticipated completion date of the facility is December 1, 2012. It is in the best interest of the Public and the Airport Authority to have the Lessee occupy the facility as soon as possible and begin paying rent to the Authority. In order to allow for the Lessee to take immediate occupancy as soon as the facility is completed, a fully executed Lease Agreement needs to exist. While the anticipated completion date is December 1, 2012, the contract requires that the contractor complete the build out of the interior by January 7, 2013. Although it appears as though the build out should be completed on or before the requested December 1, 2012 requested commencement date of the lease agreement, if unforeseen delays prevent the building from being completed by that date, the Executive Director requests the authorization to waive the collection of rent under the Lease Agreement until the final completion date of the improvements to the leased premises. FISCAL IMPACT: The sooner the Lessee occupies the building, the sooner the Airport Authority will begin receiving rental income, which will be used for the maintenance of this facility that the Airport Authority is responsible to perform. Rent revenue which exceeds the cost of maintenance, will be returned to the Immokalee Development Fund 497 to replace the $1,000,000 used for the construction of the building. GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with this Executive Summary. Packet Page -2730- 11/13/2012 Item 16.G.1. ADVISORY BOARD RECOMMENDATION: This item is on the November 5, 2012 Airport Advisory Board Agenda. It is anticipated that the Advisory Board will vote to recommend that the Board of County Commissioners, in its capacity as the Collier County Airport Authority, establish a commencement date for the Lease Agreement of December 1, 2012, and provide the Executive Director the authority to waive the collection of rent until the final completion date of the ongoing improvements to the leased premises. LEGAL CONSIDERATIONS: This item has been reviewed and approved by the County Attorney's Office, is legally sufficient for Board action and only requires a majority vote for approval —SRT. RECOMMENDATION: That the Board of County Commissioners, in its capacity as the Collier County Airport Authority, establishes the commencement date of the attached lease agreement between the Airport Authority and Salazar Machine & Steel, Inc. to be effective as of December 1, 2012, and provides the Airport Authority Executive Director the authority to waive the collection of rent under the Lease Agreement until the final completion date of the improvements to the leased premises. PREPARED BY: Chris Curry, Airport Authority Executive Director Packet Page -2731- 11/13/2012 Item 16.G.1. COLLIER COUNTY Board of County Commissioners Item Number: 16.G.1. Item Summary: Recommendation to establish the commencement date of the attached Collier Lease Agreement between the Collier County Airport Authority and Salazar Machine & Steel, Inc., as of December 1, 2012, and to provide the Airport Authority Executive Director the authority to waive the collection of rent until the final completion date of the ongoing improvements to the leased premises. Meeting Date: 11/13/2012 Prepared By Name: BrueggemanDebra Title: Operations Coordinator, Airport Authority 10/29/2012 12:10:30 PM Submitted by Title: Executive Director - Airport Authority,Airport Authority Name: CurryChris 10/29/2012 12:10:32 PM Approved By Name: CurryChris Title: Executive Director - Airport Authority,Airport Authority Date: 10/30/2012 4:42:45 PM Name: TeachScott Title: Deputy County Attorney,County Attorney Date: 10/31/2012 11:55:41 AM Name: KlatzkowJeff Title: County Attorney Date: 10/31/2012 2:38:57 PM Name: GreenwaldRandy Title: Management /Budget Analyst,Office of Management & B Packet Page -2732- Date: 11/1/2012 9:25:47 AM Name: OchsLeo Title: County Manager Date: 11 /4/2012 10:50:50 AM Packet Page -2733- 11/13/2012 Item 16.G.1. 11!13/2012 Item 16.G.1. COLLIER COUNTY AIRPORT AUTHORITY STANDARD FORM LEASE This Lease (hereinafter referred to as "Lease ") is entered into this day of , 2012, by and between Salazar Machine & Steel Inc., a corporation duly organized under the laws of Florida, whose principal and mailing address is 160 Airpark Boulevard, Suites 9 & 10, Immokalee FL 34142, hereinafter referred to as "Lessee ", and the Collier County Airport Authority, with administrative offices located at 2005 Mainsail Drive, Suite 1, Naples, Florida 34114, hereinafter referred to as "Lessor," collectively stated as the "Parties." WITNESSETH: NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration exchanged amongst the Parties, and in consideration of the covenants contained herein, the Parties hereby enter into this Lease on, the following terms and conditions: 1. Conveyance. On the terms and conditions set forth in this Lease, and in consideration of Lessee's performance under this Lease, the Lessor conveys to the Lessee the present possessory interest in the Leased Premises described below. 2. Description of Leased Premises. The Leased Premises which is the subject of this Lease. is a parcel improved with a building located at the Immokalee Airport, in Collier County, Florida, with a legal description set forth in Exhibit "A," hereinafter referred to as the "Premises." 3. Conditions to Conveyance, Lessee warrants and represents to Lessor that it has examined the title and boundaries of the Premises. Accordingly, this conveyance is subject to all of the following: a. Any and all conditions, restrictions, encumbrances and limitations now recorded against the Premises; b. Any and all existing or future zoning laws or ordinances; c. Any questions of title and survey that may arise in the future, and d. Lessee's satisfactory performance of all terms and conditions of this Lease. 4. Use of Premises. Lessee shall utilize the Leased Premises in strict accordance with Exhibit "B." Lessor shall have the right to terminate this Lease should Lessee utilize the Premises in any manner inconsistent with the approved use. In the event Lessee shall cease to use the Premises for the purposes described in Exhibit `B," and such cessation of use shall continue for a period of sixty (60) days, this Lease, at the option of the Lessor, upon thirty (30) days written notice to the Lessee, shall be terminated and Lessee shall surrender and vacate the Premises to the Lessor within thirty (30) days after notice of such termination. Provided, however, said sixty (60) day period shall be tolled if such cessation is caused by events beyond the control of the Lessee such as acts of God or if such cessation is due to closing for reconstruction or repairs to the building constructed by Lessee on the Leased Premises. Page 1of14 Packet Page -2734- 11/13/2012 Item 16.G.1 5. Permissi alterat ble Alterations and Add itions to Premises. Lessee may not make any ions or additions to the Leased Premises without obtaining Lessor's prior written consent, which consent may be withheld in Lessor's sole discretion. Lessee shall submit to Lessor plans and specifications for all alterations and additions at the time Lessor's consent is sought. 6. Term of Lease. The term of this Lease shall commence on the date first above written, and unless terminated earlier by the Parties, shall terminate on the 10th year anniversary date of this Lease. There is no option to renew. If Lessee holds over after the expiration of the lease term, such tenancy shall be from month to month under all of the terms, covenants and conditions of this Lease subject, however, to Lessor's right to seek legal relief to eject Lessee from the Premises as a holdover. 7. Rent. The Lessee agrees to pay the Lessor the sum of $140,000 per annum, in equal monthly installments of $11,666.67, payable no later than the first of each month of the term plus applicable sales tax. Commencing with the third anniversary of the Commencement Date, and on each anniversary date thereafter, Rent may increase; provided, however, such increases shall occur only when it shall be determined that there has been an increase in the cost of living using the official Consumer Price Index Urban Wage Earners (CPI -U) base published by the Bureau of Labor Statistics, United States Department of Labor. The Consumer Price Index to be used will be that for the South Urban Size C Area (or comparable index if such index in discontinued), hereinafter called "CPI ". An increase in the monthly Base Rent for the third and successive Lease Years, if any, shall be based upon a comparison of the most recent CPI published for the current Lease Year against the most recent CPI published greater than 12 months preceding the most current CPI. The amount of the additional Base Rent shall be the percentage difference between the two preceding CPI's. In no event shall the Base Rent, once increased, be decreased, nor shall it be increased more than once in a 12 month period. 8. Net Lease. This is a fully net lease, with Lessee responsible for all costs, fees and charges concerning the Premises. Accordingly, Lessee shall promptly pay when due and prior to any delinquency all costs, fees, taxes, trash removal services, assessments, utility charges, future impact fees and obligations of any kind that relate to the Premises. Lessee will indemnify and hold Lessor harmless from any and all claims, costs and obligations arising from Lessee's use of the Premises. In case any action or proceeding is brought against Lessor by reason of Lessee's use of the Premises, Lessee shall pay all costs fees, expenses and liabilities resulting therefrom and shall defend such action or proceeding if Lessor shall so request, at Lessee's expense, by counsel reasonably satisfactory to Lessor. It is specifically agreed however, that Lessor may at its own cost and expense participate in the legal defense of such claim, with legal counsel of its choosing. 9. Lessee's Liens and MortgaLres. Lessee shall not in any way encumber the Premises. All persons to whom these presents may come are put upon notice of the fact that the interest of the Lessor in the Premises shall not be subject to liens for improvements made by the Lessee and liens for improvements made by the Lessee are specifically prohibited from attaching to or becoming a lien on the interest of the Lessor in the Premises or any part of either. This notice is given pursuant to the provisions of and in compliance with Section 713.10, Florida Statutes. Page 2 of 14 Packet Page -2735- 11/13/2012 Item 16.G.1. 10. Lessee's Obligation to Maintain Premises and Comply with All Lawful Requirements. Lessee, throughout the term of this Lease, at its own cost, and without any expense to the Lessor, shall keep and maintain the Premises in good, sanitary and neat order, condition and repair, and shall abide with all lawful requirements. Such maintenance and repair shall include, but not be limited to, landscaping, painting, janitorial, fixtures and appurtenances (lighting, heating, plumbing, and air conditioning). Such repair may also include structural repair, if deemed necessary by the Lessee. If the Premises are not in such compliance in the reasonable opinion of Lessor, Lessee will be so advised in writing. If corrective action is not begun within thirty (30) days of the receipt of such notice and prosecuted diligently until corrective action is completed, Lessor may cause the same to be corrected and Lessee shall promptly reimburse Lessor for the expenses incurred by Lessor, together with a 5% administrative fee. 11. Quiet Enjoyment. Lessee shall be entitled to quiet enjoyment so long as Lessee has not defaulted on any of the terms of this Lease. Accordingly, Lessee shall have the exclusive right to use the Premises during the term of this Lease. Lessor hereby confirms that Lessee, its employees, agents, contractors, and other business invitees, shall have full and complete access to the Premises by way of appropriate roadways and entranceways providing access to the Premises from a public thoroughfare. Said access shall be available twenty -four (24) hours per day, seven (7) days per week. During the term of this Lease, Lessee may erect appropriate signage on the Leased Premises and the improvements constructed by Lessee thereon. Any such signage shall be in compliance with all applicable codes and ordinances and approved by the Lessor; Lessor's consent will not be unreasonably withheld. 12. Casualtv and Condemnation a. Casualty. If the Premises are destroyed, rendered substantially untenable, or damaged to any material extent, as reasonably determined by Lessee and Lessor, by fire or other casualty, Lessee must use the insurance proceeds, hereinafter referred to as "Proceeds," to rebuild or restore the Premises to substantially its condition prior to such casualty event unless the Lessor provides the Lessee with a written determination that rebuilding or restoring the Premises to such a condition with the Proceeds within a reasonable period of time is impracticable or would not be in the best interests of the Lessor, in which event, Proceeds shall be promptly remitted to Lessor. If the Lessor elects not to repair or replace the improvements, then Lessee or Lessor may terminate this Lease by providing notice to the other party within ninety (90) days after the occurrence of such casualty. The termination will be effective on the ninetieth (90th) day after such fire or other casualty, unless extended by mutual written agreement of the Parties. During the period between the date of such casualty and the date of termination, Lessee will cease its operations as may be necessary or appropriate. If this Lease is not terminated as set forth herein, or if the Premises is damaged to a less than material extent, as reasonably determined by Lessee and Lessor, Lessee will proceed with reasonable diligence, at no cost or expense to Lessor, to rebuild and repair the Premises to substantially the condition as existed prior to the casualty. The Executive Director reserves the right to waive rental payments or a portion thereof in the case of a natural disaster that renders the building untenable, Page 3 of 14 Packet Page -2736- 11/13/2012 Item 16.G.1. b. Condemnation. Lessor may terminate this Lease by written notice as part of a Aow condemnation project. Lessor will use its best efforts to mitigate any damage caused to Lessee as a result of such termination; however, in no event will Lessor be liable to Lessee for any compensation as a result of such termination. 13. Access to Premises Lessor, its duly authorized agents, contractors, representatives and employees, shall have the right after reasonable oral notice to Lessee, to enter into and upon the Premises during normal business hours, or such other times with the consent of Lessee, to inspect the Premises, verify compliance with the terms of this Lease, or make any required repairs not being timely completed by Lessee. 14. Termination and Surrender. Unless otherwise mutually agreed by the Parties, no later than the final day of the lease term, Lessee shall redeliver possession of the Premises to Lessor in good condition and repair. Lessee shall have the right at any time during Lessee's occupancy of the Premises to remove any of its personal property, equipment, and signs provided, however, at the termination of this Lease, Lessor shall have the option of either requiring Lessee to demolish and remove all improvements made by Lessee to the Premises upon Lessee's vacation thereof, or to require Lessee to retain said improvements with fixtures on the Premises which improvements and fixtures will become the property of the Lessor upon Lessee's vacation of the Premises. 15. Assignment. This Lease is personal to Lessee. Accordingly, Lessee may not assign this Lease or sublet any portion of the building constructed on the Premises by Lessee without the express prior written consent of the Lessor, which consent may be withheld in Lessor's sole discretion. Any purported assignment or sublet without the express written consent of Lessor shall be considered void from its inception, and shall be grounds for the immediate termination of this Lease. Lessor may freely assign this Lease upon written notice to Lessee. 16. Insurance. a. Lessee shall provide and maintain a Commercial General Liability insurance policy, approved in writing by Lessor and the Collier County Risk Management Department, for not less than Three Million and 00 /100 Dollars ($3,000,000.00) combined single limits during the term of this Lease. If such amounts are less than good insurance industry practice would require, Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty (60) days' advance notice to do SO. b. In addition, Lessee shall provide and maintain Worker's Compensation Insurance covering all employees meeting the then existing Statutory Limits in compliance with the applicable state and federal laws. The coverage shall include Employer's Liability with a minimum limit of One Hundred Thousand and 00/100 Dollars ($100,000.00) per each accident. If such amounts are less than good insurance industry practice would require, Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty (60) days' advance notice to do so. Page 4 of 14 Packet Page -2737- 11 /13/2012 Item 16.G.1. c. Lessee shall also maintain standard fire and extended coverage insurance on the additions and improvements located on the Premises and all of Lessee's property located on or in the Premises including, without limitation, furniture, equipment, fittings, installations, fixtures (including removable trade fixtures), personal property and supplies, in an amount not less than the then - existing full replacement value. d. Business Automobile Liability Insurance, and Business Boat Liability Insurance, for automobiles and boats used by Lessee in the course of its performance under this Lease, including Employer's Non - Ownership and Hired Auto Coverage, each said policy in amounts of One Million and 00/100 Dollars ($1,000,000.00) combined single limit per occurrence. If such amounts are less than good insurance practice would require, Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty (60) days' advance notice to do so. e. Pollution Liability insurance covering the accidental discharge and clean up of pollutants shall be maintained by the Lessee in an amount of not less than One Million and 00/100 dollars ($1,000,000) per occurrence. Such coverage shall cover third party liability and clean up coverage. f. Lessor shall be named as an additional insured on the Commercial General Liability insurance. policy. Lessor shall also be added as an additional insured on the Property Insurance policy as their interest may appear. The above - described insurance policies shall list and continuously maintain Lessor as an additional insured thereon. Evidence of such insurance shall be provided to Lessor and the Collier County Risk Management Department, 3301 East Tamiami Trail, Administration Building, Naples, Florida, 34112, for approval prior to the commencement of this Lease; and shall include a provision requiring not less than ten (10) days prior written notice to Lessor in the event of cancellation or changes in policy(ies) coverage. If such amounts are less than good insurance practice would require, Lessor, reserves the right to reasonably amend their insurance requirements by issuance of notice in writing to Lessee, whereupon receipt of such notice Lessee shall have thirty (30) days in which to obtain such additional insurance. The issuer of any policy must have a Certificate of Authority to transact insurance business in the State of Florida and must be rated "A" or better in the most current edition of Best's Insurance Reports. Each insurer must be responsible and reputable and must have financial capacity consistent with the risks covered. Each policy must contain an endorsement to the effect that the issuer waives any claim or right of subrogation to recover against Lessor, its employees, representatives and agents. g. Failure to continuously abide with all of these insurance provisions shall be deemed to be a material breach of this Lease and Lessor shall have the remedies set forth below. Page 5 of 14 Packet Page -2738- 11/13/2012 Item 16.G.1. 17. Defaults and Remedies. a. Defaults by Lessee. The occurrence of any of the following events and the expiration of the applicable cure period set forth below without such event being cured or remedied will constitute a "Default by Lessee" to the greatest extent then allowed by law: j. Abandonment of Premises or discontinuation of Lessee's operation. ii. Lessee's material misrepresentation of any matter related to this Lease. Filing of insolvency, reorganization, plan or arrangement of bankruptcy. iv. Adjudication as bankrupt. V. Making of a general assignment of the benefit of creditors. Vt. If Lessee suffers this Lease to be taken under any writ of execution and/or other process of law or equity. Vii. Lessee's failure to utilize the Premises as set forth in Exhibit B. viii. Any lien is filed against the Premises or Lessee's interest therein or any part thereof in violation of this Lease, or otherwise, and the same remains unreleased for a period of sixty (60) days from the date of filing unless within such period Lessee is contesting in good faith the validity of such lien and such lien is appropriately bonded. ix. Failure of Lessee to perform or comply with any material covenant or condition made under this Lease, which failure is not cured within ninety (90) days from receipt of Lessor's written notice stating the non- compliance shall constitute a default (other than those covenants for which a different cure period is provided), whereby Lessor may, at its option, terminate this Lease by giving Lessee thirty (30) days written, notice unless the default is fully cured within that thirty (30) day notice period (or such additional time as is agreed to in writing by Lessor as being reasonably required to correct such default). However, the occurrence of any of the events set. forth above shall constitute a material .breach and default by Lessee, and this Lease may be immediately terminated by Lessor except to the extent then prohibited by law. b. Remedies of Lessor. i. In the event of the occurrence of any of the foregoing defaults, Lessor, in addition to any other rights and remedies it may have, shall have the immediate right to re -enter and remove all individuals, entities and/or property from the Premises. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Lessee, all without service of notice or resort to legal process and without being deemed guilty of trespass, or being liable for any loss or damage which may be occasioned thereby. If Lessee does not cure the defaults in the time frames as set forth above, and Lessor has removed and stored property, Lessor shall not be required to store for more than thirty (30) days. After such time, such property shall be deemed abandoned and Page 6 of 14 Packet Page -2739- 11/13/2012 Item 16.G.1. Lessor shall dispose of such property in any manner it so chooses and shall not be liable to Lessee for such disposal. ii. If Lessee fails to promptly pay, when due, any full installment of rent or any other sum payable to Lessor under this Lease, and if said sum remains unpaid for more than five (5) days past the due date, the Lessee shall pay Lessor a late payment charge equal to five percent (5 %) of each such payment not paid promptly and in full when due. Any amounts not paid promptly when due shall also accrue compounded interest of two (2 %) percent per month or the highest interest rate then allowed by Florida law, whichever is higher ( "Default Rate "), which interest shall be promptly paid by Lessee to Lessor. iii. Lessor may sue for direct, actual damages arising out of such an uncured default of Lessee or apply for injunctive relief as may appear necessary or desirable to enforce the performance and observance of any obligation, agreement or covenant of Lessee under this Lease, or otherwise. Lessor shall be entitled to reasonable attorneys fees and costs incurred arising out of Lessee's default under this Lease. c. Default by Lessor. Lessor shall in no event unless access to the Premises has been denied be charged with default in the performance of any of its obligations hereunder unless and until Lessor shall have failed to perform such obligations within thirty (30) days (or such additional time as is reasonably required to correct such default) after written notice to Lessor by Lessee properly and in meaningful detail specifying wherein, in Lessee's judgment or opinion, Lessor has failed to perform any such obligation(s). d. Remedies of Lessee. In partial consideration for the nominal rent charged to Lessee, Lessee hereby waives any claim it may have to direct or indirect monetary damages it incurs as a result of Lessor's breach of this Lease, and also waives any claim it might have to attorneys' fees and costs arising out of Lessor's breach of this Lease. Lessee's remedies for Lessor's default under this Lease shall be limited to the following: i. For injunctive relief as may appear necessary or desirable to enforce the performance and observance of any obligation, agreement or covenant of Lessor under this Lease. ii. Lessee may cure any default of Lessor and pay all sums or do all reasonably necessary work and incur all reasonable costs on behalf of and at the expense of Lessor. Lessor will pay Lessee on demand all reasonable costs incurred and any amounts so paid by Lessee on behalf of Lessor, with no interest. e. No Remedy Exclusive. No remedy herein conferred upon or reserved to either party is intended to be exclusive of any other available remedy or remedies, but each and every such remedy will be cumulative and in addition to every other remedy given under Page 7 of 14 Packet Page -2740- 11/13/2012 Item 16.G.1. this Lease or hereafter existing under law or in equity. No delay or omission to exercise any right or power accruing upon any event of default will impair any such right or power nor be construed to be waived, but any such right and power maybe exercised from time to time and as often as may be deemed expedient. f. Non - Waiver. Every provision hereof imposing an obligation upon Lessee is a material inducement and consideration for the execution of this Lease by Lessee and Lessor. No waiver by Lessee or Lessor of any breach of any provision of this Lease will be deemed for any purpose to be a waiver of any breach of any other provision hereof or of any continuing or subsequent breach of the same provision, irrespective of the length of time that the respective breach may have continued. 18. Lease Manual. Lessee shall be provided with the Authority's Lease Manual (if any), which the Authority may be amend from time to time. The terms of this manual shall be deemed to be incorporated by reference into this Agreement, and Lessee shall be bound by the terms of this Lease Manual, as of the IS` day of the second month Lessee receives a copy of the Lease Manual or an amended Lease Manual. With respect to any terms in this Lease Agreement which are in conflict with the Lease Manual, the Lease Manual shall control. 19. Rules and Regulations. Lessee shall comply with the Authority's published Rules and Regulations for this airport, which are on file at the address set forth above, as such regulations may be amended from time to time by the Authority including such reasonable rates or charges, as may from time to time be levied for airfield operational privileges and/or services provided at the Airport. Lessee shall also comply with any and all applicable governmental statutes, rules, orders and regulations. Miscellaneous Legal Matters 20. This Lease shall be construed by and controlled under the laws of the State of Florida. In the event of a dispute under this Lease, the Parties shall first use the County's then - current Alternative Dispute Resolution Procedure. Following the conclusion of this procedure, either party may file an action in the Circuit Court of Collier County to enforce the terms of this Lease, which Court the Parties agree to have the sole and exclusive jurisdiction. 21. This Lease contains the entire agreement of the Parties with respect to the matters covered by this Lease and no other agreement, statement or promise made any party, or to any employee, officer or agent of any party, which is not contained in this Lease shall be binding or valid. Time is of the essence in the doing, performance and observation of each and every term, covenant and condition of this Lease by the Parties. 22. In the event state or federal laws are enacted after the execution of this Lease, which are applicable to and preclude in whole or in part the Parties' compliance with the terms of this Lease, then in such event this Lease shall be modified or revoked as is necessary to comply with such laws, in a manner which best reflects the intent of this Lease. Page 8 of 14 Packet Page -2741- 11/13/2012 Item 16.G.1. 23. Except as otherwise provided herein, this Lease shall only be amended by mutual written consent of the Parties hereto or by their successors in interest. Notices hereunder shall be given to the Parties set forth below and shall be made by hand delivery, facsimile, overnight delivery or by regular mail. If given by regular mail, the notice shall be deemed to have been given within a required time if deposited in the U.S. Mail, postage prepaid, within the time limit. For the purpose of calculating time limits which run from the giving of a particular notice the time shall be calculated from actual receipt of the notice. Notices shall be addressed as follows: If to Lessor: Executive Director Collier County Airport Authority 2005 Mainsail Drive, Suite I Naples, Florida 34114 CC: Real Property Management 3301 Tamiami Trail Building W Naples, Florida 34112 If to Lessee: Salazar Machine & Steel Inc. 160 Airpark Boulevard Suites 9 & 10 Immokalee FL 34142 CC: Steven P. Kushner, Esq. Becker & Poliakoff, P.A. 12141 Carissa Commerce Court, Ste. 200 Fort Myers, FL 33966 Notice shall be deemed to have been given on the next successive business day to the date of the courier waybill if sent by nationally recognized overnight delivery service. 24. Lessee is an independent contractor, and is not any agent or representative or employee of Lessor. During the term of this Lease, neither Lessee, nor anyone acting on behalf of Lessee, shall hold itself out as an employee, servant, representative or agent of Lessor. Neither party will have the right or authority to bind the other party without express written authorization of such other party to any obligation to any third party. No third party is intended by the Parties to be a beneficiary of this Lease or to have any rights to enforce this Lease against either party hereto or otherwise. Nothing contained in this Lease will constitute the Parties as partners or joint ventures for any purpose, it being the express intention of the Parties that no such partnership or joint venture exists or will exist. Lessee acknowledges that Lessor is not providing any vacation time, sick pay, or other welfare or retirement benefits normally associated with an employee- employer relationship and that Lessor excludes Lessee and its employees from participation in all health and welfare benefit plans including vacation, sick leave, severance, life, accident, health and disability insurance, deferred compensation, retirement and grievance rights or privileges. Page 9 of 14 Packet Page -2742- 11/13/2012 Item 16.G.1. 25. Neither party to this Lease will be liable for any delay in the performance of any obligation under this Lease or of any inability to perform an obligation under this Lease if and to the extent that such delay in performance or inability to perform is caused by an event or circumstance beyond the reasonable control of and without the fault or negligence of the party claiming Force Majeure. "Force Majeure" shall include an act of God, war (declared or undeclared), sabotage, riot, insurrection, civil unrest or disturbance, military or guerrilla action, economic sanction or embargo, civil strike, work stoppage, slow -down or lock -out, explosion, fire, earthquake, abnormal weather condition, hurricane, flood, lightning, wind, drought, and the binding order of any governmental authority. 26. Lessee, without prior permission from the Executive Director or designee, will not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any Hazardous Materials upon or about the Leased Premises, nor permit employees, representatives, agents, contractors, sub - contractors, sub - sub - contractors, material men and/or suppliers to engage in such activities upon or about the Leased Premises. 27. In compliance with Section 404.056, Florida Statutes, all Parties are hereby made aware of the following: 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 testing may be obtained from your County Public Health Department. 28. Airport Development. The Authority reserves the right to further develop or improve the landing and other areas of the Airport as it sees fit, regardless of the convenience, desires or view of the Lessee, and without interference or hindrance. 29. Airport Operations. Lessee shall prevent any use of the Premises which would interfere with or adversely affect the operation or maintenance of the Airport, or otherwise constitute an airport hazard, and will restrict the height of structures, objects of natural growth and other obstructions on the Premises to such height as comply with Federal Aviation Regulations, Part 77. 30. Nondiscrimination Clause. The Lessee for himself, his personal representatives, successors in interest, and assigns, as part of the consideration hereof, does hereby covenant and agree that (1) no person on the grounds of race, color, or national origin shall be excluded in participating in, denied the benefits of, or be otherwise subjected to discrimination in the use of the Leased Premises; (2) that in the construction of any improvements on, over or under such land and the furnishing of services thereon, no person on the grounds of race. color or national origin shall be excluded from participating in, denied the benefits of, or otherwise subjected to discrimination; (3) that the Lessee shall use the Leased Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally assisted programs of the Department of Transportation- Effectuation of Title VI of the Civil Rights Act of 1964, as said regulations may be amended. That in the event of breach of any of the above nondiscrimination covenants, Lessor shall have the right to terminate this Lease and to re -enter and as if the Lease had never been made or issued. The provision shall not be effective until the procedures of Title 49, Page 10 of 14 Packet Page -2743- 11/13/2012 Item 16.G.1. Code of Federal Regulations, Part 21 are followed and completed, including exercise or expiration of appeal rights. 31. Dominant Agreements and Property Rights Reserved. This Lease Agreement is subordinate and subject to all existing agreements between the Authority and the Federal Aviation Administration, the Authority and the State of Florida, and the Authority and Collier County. During the time of war or national emergency, the Authorit shall have the right to lease the landing y area or any part thereof to the United States Government for military or naval or similar use, and, if such lease is executed, the provisions of this Lease Agreement insofar as they are inconsistent with the provisions of the lease to the Government, shall be suspended. This Lease and all provisions hereof are subject and subordinate to the terms and conditions of the instruments and documents under which the Airport Owner acquired the subject property from the United States of America and shall be given only such effect as will not conflict or be inconsistent with the terms and conditions contained in the lease of said lands from the Airport Owner, and any existing or subsequent amendments thereto, and are subject to any ordinances, rules or regulations which have been, or may hereafter be adopted by the Airport Owner pertaining to the Immokalee Regional Airport. 32. Lessee shall execute this Lease prior to it being submitted for approval by the Collier County Airport Authority. This Lease may be recorded by the County in the Official Records of Collier County, Florida, within fourteen (14) days after the County enters into this Lease, at Lessee's sole cost and expense. REMAINDER OF PAGE INTENTIALLY LEFT BLANK SIGNATURE PAGE TO FOLLOW Page 11 of 14 Packet Page -2744- 11/13/2012 Item 16.G.1. IN WITNESS WHEREOF, the Lessee and Lessor have hereto executed this Lease the day and year first above written. AS TO THE LESSEE: Witness (signature) (print name) Witness (Signature) (print name) AS TO THE LESSOR: Attest: DWIGHT E. BROCK, Clerk By: , Deputy Clerk Approved as to form and legal sufficiency: Jeffrey A. Klatzkow, County Attorney 5 Machine & Steel Inc. gy' h , - - (Print Name and Title) BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, serving as the COLLIER COUNTY AIRPORT AUTHORITY By: FRED W. co CHAIRMAN Page 12 of 14 Packet Page -2745- 11/13/2012 Item 16.G.1. IN WITNESS WHEREOF, the Lessee and Lessor have hereto executed this Lease the day and year first above written. AS TO THE LESSEE: itness (si nature) (print name) IMS i (print name) AS TO THE LESSOR: Attest: DWIGHT E. BROCK. Clerk Deputy Clerk Approved as to form and legal sufficiency: Jeffrey A. Klatzkow, County Attorney Salazar Machine & Steel Inc. By: 2L Pedro Salazar III President (Print Name and Title) BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, serving as the COLLIER COUNTY AIRPORT AUTHORITY FRED W. COYLE, CHAIRMAN Page 12 of 14 Packet Page - 2746 - 8 EXHIBIT A 11/13/2012 Item 16.G.1. ! I a oe ¢ a o/ 4 p up .�t-1vpSF N9)Jr xl s _ -._._. ._._. _. _._. -._._. _._. -. _._._ mars�fw n.v'ss.un �w�4rvira►+a - I_.- •- _._•_..•1 - 8. B 14 1 i �, %� . \ e i I � I � I 8 I n V 1 I I � I - -}- - --------------------------- I I I e < f J i sc �h:!e4!lstFoea ro t �y B xSR �j t r L _ 7 S. pQ I akikl� _ p t I of pp .! ty t t t a Y i i1EEil7ee@ ®Ce 9` ti€ 3p5 t 6S 6�= p 4 Page 13 of 14 Packet Page -2747- EXHIBIT B APPROVED USE OF PREMISES 1. Manufacturing and repair of machinery. 2. Industrial activity associated with major and minor steel fabrication 3. Administrative activities Page 14 of 14 Packet Page -2748- 11/13/2012 Item 16.G.1.