Loading...
Agenda 06/22/2010 Item #16G 3 EXECUTIVE SUMMARY Agenda Ij~~e N2~, 1~~6 Page 1 of 41 Recommendation that the Board of County Commissioners (BCC), acting as the Airport Authority, approve and authorize the Chairman to execute the Fourth Amendment to Assignment of Lease from Global Manufacturing Technologies, Inc. to KPK Management, Inc. OBJECTIVE: That the Board of County Commissioners (BCC), acting as the Airport Authority, approve and authorize its Chairman to execute attached Fourth Amendment to Assignment of Lease from Global Manufacturing Technologies, Inc. to KPK Management, Inc. to amend the rent schedule. CONSIDERATIONS: The Collier County Airport Authority entered into a 29 year Lease agreement with Global Manufacturing Technologies in August 1999. That agreement established the rent rate for the first five (5) years of the agreement, and indicated that every five (5) years throughout the terrn of the Agreernent a new five (5) year rent schedule would be set by the Authority. According to the terms of the agreement, in no event shall the annual increase in rent ever exceed 5% of the subsequent year's annual rent. The first amendment to the agreement assigned the Lease from Global Manufacturing Technologies, Inc. to KPK Management, Inc. The second amendment abated late fees. The third amendment established the annual square foot rent rate for lease years six through ten and transferred the cost of water used to irrigate and the cost of maintaining landscaping from the Authority to the tenant. - The attached fourth amendment establishes the annual square foot rent rate for lease years eleven through fifteen. FISCAL IMPACT: The fiscal impact will be a five percent (5%) increase in airport lease revenue for the facility leased by KPK Managernent, Inc. for each of the next five years, as specified below. Time Period Annual Lease Pavment 9/1/09 to 8/31/10 9/1/10 to 8/31/11 9/1/11 to 9/31/12 9/1/12 to 8/31/13 9/1/13 to 8/31/14 9/1/14 to 8/31/15 $41,860 $44,070 $46,280 $48,620 $51,090 $53,690 The increase in revenue is budgeted in FY 2011 and will be requested in future years. GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with the Executive Surnmary. ADVISORY BOARD RECOMMENDATION: At the June 14, 2010 meeting, the Airport - Advisory Board voted unanimously to recommend that the BCC approve the Fourth Amendment to Assignment of Lease from Global Manufacturing Technologies, Inc. to KPK Management, Inc. Agenda Item No. 16G3 June 22, 2010 Page 2 of 41 LEGAL CONSIDERATIONS: This item has been initialed for form and legal sufficiency. We expect KPK Management, Inc. to sign the agreement prior to Board approval. The agreement will be signed for legal sufficiency at the tirne. - JBW RECOMMENDATION: That the Board of County Collier, acting as the Airport Authority, approve and authorize its Chairrnan to execute attached Fourth Amendment to Assignment of Lease from Global Manufacturing Technologies, Inc. to KPK Management, Inc. to amend the rent schedule. PREPARED BY: Debbie Brueggeman, Operations Coordinator, Airport Authority Item Number: Item Summary: Meeting Date: Agenda Item No. 16G3 June 22, 2010 Page 3 of 41 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS 16G3 Recommendation that the Board of County Commissioners (BCG). acting as the Airport Authority, approve and authorize the Chairman to execute the Fourth Amendment to Assignment of Lease from Global Manufacturing Technologies. Inc. to KPK Management, Inc. 6122120109:00:00 AM Prepared By Debra Brueggeman Airport Authority Operations Coordinator Date Airport Authority 61101201012:29:50 PM Approved By Penny Phillippi Immokalee County Redevelopment Agency Executive Director, Immokalee eRA Date Immokalee County Redevelopment Agency 6115120108:59 AM Approved By Jennifer White County Attorney Assistant County Attorney Date Approved By County Attorney 6115120109:29 AM OMS Coordinator County Manager's Office Date Office of Management & Budget 611512010 9:44 AM Approved By Randy Greenwald Office of Management & Budget Management/Budget Analyst Date Approved By Office of Management & Budget 61151201010:59 AM Leo E. Ochs, Jr. County Managers Office County Manager Date County Managers Office 6115120105:45 PM Agenda Item No. 16G3 June 22, 2010 Page 4 of 41 FOURTH AM)i;NDMENT TO ASSIGNMENT OF LEASEFRQM GLOBAL :\1ANUFACTURING TECHNOLOGIES; INC. TOKPK MANAGEMENT, INC. . . . . . \\'HEREAS, the Collier County Airport Authority (Authority) has an agreement with Global Manufacturing Technologie::., Inc. (Subtenant) a Florida Corporation, dated August 11. 1999 hereinafter rcterred to as the "Base Agreement", WHEREAS, the Base Agreement was assigned to KPK Management, lne. a Florida Corporation on October 14,2002. \VHEREAS, the Authority and Subtenant arc desirous of amending the Base Agreement to set a new five (5) year schedule of Annual Sublease Rent. NOW, THEREFORE, IT IS JlRREBY RESOLYED BY THE COLLIER COCNTY AIRPORT AUTHORITY, that the Base Agreement be amelllkd as follows: 1. Article ITI hem Al is amended as foIl0\\l5: I. Subtenant shalt pay to Authority the follov..'lng rent: 9/]ilO to 8/31/11. 9/1/11 to 8/31/12: 9/]/11 lu 8/31/13: 9/1113 to 8.,'31/14: 9/1/14 to 8:31/15: $3.39 per square foot per }'t'ar 53.56 per square foot per year 5J.74 per square foot per year S3.93 p~r square foot per year 54.13 per square foot per year The Subleased premises is 1."3,000 square feet. Annual Sublease Rent sha11 be based on the above price per square [oot schedule. All otht'f terms and conditions of the Base Agreement as amended remain in full force and effect. IN \\'IT!\'ESS THEREOF, the panics hereto have signed this Fourth Amendment to Assignment of Lease this day of _____..~20 10 Licensor: COLLIER COl''1TY AIRPORTHTHORITY By' Fred Coyle, Chairman By: Penny Phillippi, interim Executive Director Date: Date: \\'"itness: Witness: Signature Signature )':\JmmobJce Regional AlrpLlrt\Ag:rt'emcnt~~Llc~r:~~s\KPK"'KPK Mngmt - FtJl:R1H AMEND\tFl\T (/6-1 () doc); Agenda Item No. 16G3 June 22, 2010 Page 5 of 41 FOURTH AME:\"DMENT TO"ASS1GNMENT OF LEASE FliOM GLOBAL MANUF ACJ'URlNG TECHNOLOGIES, INC.. " . T9KPK MA~J\G:EMEl'iT, I~C, . Licensee: KPK Management, Inc. (TWO WITNESSES REQUIRED) By: (L.S) First \Vitness:. Signature or Officer Title: Print Name of First \Vitn~ss Printed Name:. Second Witness: Dale: Print Name of Second Witness Approved a.~ to fonn and legal sufficiency: Jennifer White, ASsista-n~ Attorney ~ Y:\lmmokalec- Rc-glOna. Airpon\Agrcemcnt.<i-L:cemes\J...:PK\KPK Mngrnt - FOURTH AMENDMENT 06-1 0 docx Agenda Item No. 1'6G3 June 22, 2010 Page 6 of 41 GLOBAL MANUFACTURING TECHNOLOGIES. INC. (NAME OF TENANT) SUBLEASE OF MANUFACTURING INCUBATOR BUILDING AND AGREEMENT IMMOKALEE REGIONAL AIRPORT FOR THE FOLLOWING ACTIVITIES: MANUFACTURING Landside Lease Revised: 8/11/99 V:LustwGloball8.11.99GlobIlIFinlll Agenda Item No. 16G3 June 22, 2010 TABLE OF CONTENTS Page 7 of 41 ARTICLE ITEM fMiE ARTICLE I TERM OF SUBLEASE 3 ARTICLE II SUBLEASED PREMISES 3 ARTICLE III RENTS AND FEES 5 ARTICLE IV EXCLUSIVE RIGHTS 6 ARTICLE V OBLIGATIONS OF AUTHORITY 7 ARTICLE VI OBLIGATIONS OF SUBTENANT 8 ARTICLE VII IMPROVEMENTS ]0 ARTICLE VIII MAINTENANCE 10 ARTICLE IX ASSIGNMENT AND SUBSUBLETTING 11 ARTICLE X SURRENDER OF PREMISES 11 ARTICLE XI INDEMNIFICATION AND INSURANCE 12 ARTICLE XII CONCESSIONS 14 ARTICLE XIII CONTRACTS TO OTHERS 14 ARTICLE XIV VENDING MACHINES 14 ARTICLE XV TRADE FIXTURES 14 ARTICLE XVI GOVERNMENT INCLUSION 14 ARTICLE XVII RULES AND REGULATIONS 16 ARTICLE XVIII TITLE TO IMPROVEMENTS 16 ARTICLE XIX EARLY TERMINATION AND RELETTING 16 ARTICLE XX NOTICE OF TERMINATION 16 ARTICLE XXI NON-WAIVER OF RIGHTS 17 ARTICLE XXII SURRENDER OF POSSESSION 17 ARTICLE XXIII INSPECTION OF PREMISES 17 ARTICLE XXIV HOLDING OVER 17 ARTICLE XXV NO LIENS 18 ARTICLE XXVI HAZARDOUS SUBSTANCES 18 ARTICLE XXVII WAIVERS 20 ARTICLE XXVIII AGENT FOR SERVICE OF PROCESS 20 ARTICLE XXIX WAIVER OF CLAIMS 21 ARTICLE XXX HEADINGS 21 ARTICLE XXXI CONSTRUCTION AND SAVINGS 21 ARTICLE XXXII LAND RADIATION EMISSION STANDARDS 21 ARTICLE XXXIII NOTICES 22 ARTICLE XXXIV CANCELLATION 22 SUBLEASE OF LAND AGREEMENT Agenda Item No. 16G3 June 22. 2010 Page 8 of 41 THIS SUBLEASE OF LAND AGREEMENT, made this IS" day of August, 1999 betweeo COLLIER COUNTY AIRPORT AUTHORITY, a public body established under County Ordinance 93-36 and affirmed by County Ordinance 95-67, with offices at 2003 Mainsail Drive, Naples, Florida 34114, (hereinafter referred to as "AUTHORITY") and GLOBAL MANUFACTURING TECHNOLOGIES, INC., whose address is 160 Airport Boulevard, lnunokalee, FL 34129 ("SUBTENANT"). WITNESSETH WHEREAS, Authority is responsible for operation and maintenance of Imrnokalee Regional Airport, ovmed by and located in the County of Collier, State of Florida, ("AIRPORT"), and WHEREAS, Authority leases the Airport from Collier County and deems it advantageous to itself and to its operation of the Airport to enter into this Agreement to lease a manufacturing facility and other facilities, if any, that are described herein to subtenant, and WHEREAS, Subtenant is a manufacture and management company engaged in operating a manufacturing facility, and WHEREAS, The parties hereto hereby enter into a Sublease for a building to be constructed at the Airport by the Authority, and WHEREAS, As used herein the words Collier County and the County of Collier are under interchangeably and no distinction is intended or should be inferred; and \VHEREAS, As used herein any power or authority then delegated to the Executive Director of the Authority or hislber designee may be performed on behalf of the Authority by the Executive Director and/or hislher designee without the inclusion in the respective provision herein of any phrase such as the 11Authority's agent or designee", etc. NOW, THEREFORE, In consideration of the premises and the mutual covenants and promises hereinafter contained, the parties hereto hereby agree as follows: ARTICLE I TERM OF SUBLEASE The term of this Agreement shall be for 29 years. Said tenn and rent, fees and charges shall have an effective "commencement date" on the date a certificate of occupancy for the manufacturing facility is issued to the Authority. ARTICLE II SUBLEASED PREMISES A. Description of Subleased Premises. 1. Authority, in consideration of the compensations, covenants, and provisions set forth herein to be kept and performed by the Subtenant, does hereby sublea..c unto Subtenant upon the provisions hereinafter set forth, all of which the Subtenant accepts, the Subleased Premises (13,000 square foot building) identified on Exhibit "A" attached hereto and made a part hereof. -3 - Agenda Item No. 16G3 June 22, 2010 2. The Subtenant may enjoy, along with the public, the authorized use of all public airport Page 9 of 41 facilities and improvements of a public nature which are now or may hereafter connected with or appurtenant to said Airport, except as hereinafter provided, to be used by Subtenant as specifically defined herein under Section B, "Privileges, Use, and Rights". 3. "Public Airport Facilities" includes all necessary landing area appurtenances, including, and not limited to, approach areas, runways, taXiways. aprons, aircraft, and automobile parking areas, roadways, sidewalks, navigational and navigational aids, lighting facilities, or other public things appurtenant to said Airport for so long as they exist and are available to the public. 4. The sublease of the premises and its acceptance by Subtenant is conditioned upon all of the foIlowing: a. No functional alteration of the Subleased Premises inclusive of constructing walls or removing walls between bays or change in any use of such premises shall be made without prior written approval of the .A.1:HRBRtJ' Executive Director. b. The privilege to use said public Airport facilities in common with others authorized to do so shall be exercised subject to and in accordaoce with the laws of the United States of America, the State of Florida, County of Collier, and all rules and regulations promulgated by their authority, and in accordance with all applicable rules, regulations, and ordinances of Collier County, now in force or hereafter prescribed or promulgated. B. Privileges, Uses and Rights. In addition to the general privileges and uses anaching to the Subleased Premises herein, (as described) and without limiting the generality thereof. only the following specific privileges and uses are licensed to the Subtenant: 1. The right to conduct the following activities: Manufacturing. Consulting Services. Distribution. Calibration. Warehousing. Secretarial and Office Support Services. 2. The use, in common with other duly authorized users, of the Airport, consisting of roadways, runways, taxiways, all aids of air navigation for the Airport, and all public areas (limited public forums) of the Airport consistent with airport rules and regulations. 3. The privilege of ingress to and egress from the Subleased Premises. over Airport roadways, including the use of common use roadways, subject to general law and such rules and regulations as may be established by Authority or Collier County. 4. The use, in common with other duly authorized users, of the "Common Area" (parking area, paved area and landscaped area surrounding Sublease Premises) as depicted in Exhibit A. 5. The use of furniture and equipment as described in Exhibit B subject to the requirements of USDA attached hereto as Exhibit C and made a part hereof not withstanding any other provisions in this Sublease. -4 - Agenda item No. 16G3 June 22. 2010 6 Th . d' f C '1" d . th S bl d . Page 10 of 41 e operatIon an mamtenance 0 laCl ltles an Improvements upon e u ease PremIses for the purpose of carrying out any or all of the activities authorized herein subject to all provisions of this Agreement. 7 The right to install and operate appropriate identifying signs on the Subleased Premises provided that plans for the type, size, design, color, fabrication, location and operation of any such signs shall have been submitted to and expressly approved in writing by the Executive Director prior to installation of any sign. ARTICLE III RENTS AND FEES A. Rents and Fees 1. Subtenant shall pay to Authority the following Rent: Lease Year 1: $2.00 per square foot per year Lease Year 2: Lease Year 3: Lease Year 4: Lease Year 5: $2.15 per square foot per year $2.25 per square foot per year $2.35 per square foot per year $2.50 per square foot per year The Subleased Premises is 13,000 square feet. Annual Sublease Rent shall be based on the above price per square foot schedule. 2. Subtenant shall pay a security deposit of$I,700.00. Upon execution of the lease, $500.00 of said security deposit is due and payable and the balance of $1 ,200 is due upon subtenant takiog occupancy of building. Said deposit shall be returned upon termination of this lease less any assessable damages resulting from Subtenant's occupancy of facilities. Said deposit may be returned upon any assignment of this lease. B. Without waiving any other remedy available to Authority in the event of default in payment of fees or rent hereunder, if the Subtenant is delinquent for a period of ten (l0) days or more in paying to Authority any fee or rent payable to Authority pursuant to this Agreement, Subtenant shall pay to Authority interest thereon at the rate of fifteen (15%) percent simple interest per annum from the date such item was due and payable until paid. This late payment fee in no way is a limiter on any other remedy available to the Authority. C. The payments from Subtenant to Authority on all of the sums of money identified in paragraph A, above, shall be made as follows: 1. Rent shall be paid in equal monthly installments in advance without demand on the first day of each month and shall include Florida sales taxes. 2. Payments of all rent and fees are to be paid in lawful money of the United States of America. 3. Payments shall commence August 1, 1999 as follows: a. For one hundred fifty (150) days subtenant is only responsible for 10% of said Sublease rental. b. From one hundred fifty (150) days through three hWldred sixty (360) days subtenant is only responsible for 60% of said sublease rental. -5- Agenda Item No. 16G3 June 22, 2010 c. From three hundred sixty (360) days until such time this lease shall tenninate subtemuftage 11 of 41 is responsible for 100% of said sublease rental. D. Adjustment of Rent. Every five (5) years throughout the term of this Agreement a new five (5) year schedule of Annual Sublease Rent will be set by Authority. Authority may, at its sole cost, have the Subleased Premises appraised by a real estate appraiser licensed in the appraisal of Florida real property to determine the fair market annual rental value of the Subleased Premises for each of the years in the next five (5) year interval and thereby adjust the Annual Sublease Rent for each of the years in the next five (5) year interval to the amount stated in said appraisal. In the event Subtenant believes the new Annual Sublease Rent for each of the years in the next five (5) year interval as determined by the appraisal method is incorrect, Subtenant may, at its sole cost, select a real estate appraiser licensed in the appraisal of Florida real property to determine the then fair market annual rental value of the Subleased Premises. In such event, the new Annual Sublease Rent for each of the years in the next five (5) year interval shall be the average of those two (2) appraisals. Subtenant shall have six (6) months to present said appraisal to the Authority. Until said appraisal is presented Subtenant shall pay the fair market annual rental value of the Subleased premises as determined by Authority's appraisal. If Subtenant does oot present an appraisal to Authority within six (6) months of that year's anniversary date, the new Annual Rent shall remain the fair market annual rental value of the premises as determined by Authority's appraisal. 10 lieu of the appraisal method, the parties may mutually agree to the increase in the rent for the subject five-year period, In no event shall the annual increase in rent ever exceed 5% of the subsequent year's Annual Sublease Rent, with the exception of the first five years of this Agreement. This provision shall not change or affect the Annual Sublease Rent for the first five years of this Agreement as set forth in Article III, Paragraph A. ARTICLE IV EXCLUSIVE RIGHTS Subtenant shall have exclusive use during the term of this Agreement of only that area identified as the Subleased Premises (13,000 square foot building) as depicted on Exhibit A and the furniture and equipment described in Exhibit B, attached hereto and made a part hereof with the exception of the loading dock/lift pad and conference room. Said loading dock/lift pad may he used by others, from time to time, as authorized in writing by the Authority and subject to reasonable terms and conditions to be detennined by Authority. Said conference room may be used by Authority at no cost as needed upon prior scheduled pennission from Subtenant. None of the above shared uses shall unduly inconvenience any operation of Subtenant. -6 - ARTICLE V OBLIGATIONS OF AUTHORITY Agenda Item No. 16G3 June 22. 2010 Page 12 of 41 Authority Covenants and Agrees: A. It has jurisdiction and power over the Subleased Premises and full right and authority to sublease the same to Subtenant as herein set forth, and that all things have happened and been done to make its granting of said sublease effective, and Authority warrants to the Subtenant peaceful possession and quiet enjoyment of the Subleased Premises during the term hereof upon faithful performance of Subtenant's covenants herein. B. That during the term hereof to operate and maintain the Airport and its public facilities as a public airport. C. That Authority does not assume any responsibility for maintenance, upkeep, or repair to keep the Subleased Premises and Common Area in a safe and serviceable condition subject to Article V. Paragraph E, except to the extent, if any, specifically provided for in this Agreement. D. That the Authority will pay for the cost to install a sub-meter for the purpose of tracking water used to irrigate the landscaping \\-ithin the Common !\rea surrounding the Subleased Premises. E. That the Authority will pay for the cost of water used to irrigate and the cost of maintaining the landscaping within the Common Area surrounding the Sublea....ed Premises for five (5) years commencing August 15, 1999. After said five (5) year period, Subtenant shall be solely responsible for the cost of irrigating and maintaining the landscaping slUToWlding the Subleased Premises unless otherwise agreed to in writing by Authority. F. The Authority shall reimburse Subtenant for the cost to construct Authority approved internal walls for the six (6) most northerly bays at the Subleased Premises. Said Authority approval must be in writing and is subject to the Subtenant first submitting plans for the internal walls to Authority. Said reimbursement shall not exceed $35,000.00. Said walls must be constructed within one (1) year of this Agreement's commencement date in order for the Authority to participate in the cost. Walls constructed after said date shall be erected solely at the cost of the Subtenant unless otherwise agreed to in writing by Authority. G. The Authority shall reimburse Subtenant for the cost to install two (2) air conditioning units with associated electrical power at the Subleased Premises. Said reimbursement shall not exceed $9,000.00. H. Authority shall give subtenant right of first refusal to lease North abutting piece of property. Upon receiving notice in writing, subtenant has thirty (30) days to respond by executing an Authority approved lease for said property or othe:rv.'ise subtenant shall automatically lose said option. Failure within the deadline to notify the Executive Director in writing of Subtenant's election to unconditionally exercise this right of first refusal and execute that lease may at hislhers absolute discretion be deemed by the Executive Director as an electio"n by Subtenant not to exercise the right of first refusal. lbe decision of the Executive Director shall be final. -7- ARTICLE VI OBLIGATIONS OF SUBTENANT Agenda Item No. 16G3 June 22, 2010 Page 13 of 41 Subtenant Coveoants and Agrees as follows: A. The use and occupancy of the Subleased Premises by the Subtenant shall be without cost or expense to the Authority or Collier County. Subtenant shall pay for utility services. B. Subtenant shall at its own expense maintain the Subleased Premises and Common Area subject to Article V. Paragraph E and maintain improvements and appurtenances thereto in a presentable condition consistent with good business practice, and will procure and keep in force during the tcnn of this Agreement all necessary occupational licenses and permits as are required by law or ordinance for the operation of each of Subtenant's business activities on the Subleased Premises. C. Subtenant shall cause to be removed at its own expense from the Subleased Premises and Common Area securing adequately size dumpster to be located in Common Area to take care of Subleased premises all waste, garbage and rubbish, and shall not deposit same on any part of the Airport; except Subtenant may deposit same temporarily on the Subleased Premises in connection with established collection or removal of all such items. D. Subtenant shall save the Authority and Collier County hannless from any and all costs or charges for utility services furnished to or available to Subtenant and from all other expenses of Authority as may be incurred in the operation and maintenance of the Subleased Premises. E. Subtenant shall maintain the Subleased Premises and common area subject to Article V, Paragraph E in an attractive manner, keep said Premises mowed and groomed, and shall not allow the accumulation of materials, parts, etc., on such premises. F. Subtenant will not suffer or permit to be maintained upon any improvements on the Subleased Premises any billboards or signs except those, which may be specifically approved in VwTiting by the Executive Director. G. Subtenant accepts the Subleased Premises at such time as tenant takes occupancy "as is'l in their then condition and, without expense to Authority or Collier County, will repair and maintain the Subleased. Premises and installations thereon and remove or cause to be removed debris from the surrounding ground to the extent Authority may require. H. Subtenant and its patrons, invitees, and all others shall pay the field use charges as may be levied generally by the Authority directly upon the operation of aircraft, including fuel flowage fees. t Subtenant shall conduct its business in a proper and first-class manner at all times and shall operate in hannony with all others on the Airport and will at all times operate with safety and with concern for others and with courtesy to the public. J. Subtenant will pay rent and all other charges to the Authority and to the County of Collier at such times and places as the same are due and payable. K. Subtenant shall surrender the Subleased Premises upon the expiration of this Agreement in the condition in which they are required to be kept. L. Subtenant will observe and comply with any and all requirements of the constituted public authorities and with all federal, state, or local statutes, ordinances, rules, regulations, and standards applicable to Subtenant, including, but not limited to, rules and regulations promulgated from time-to-time by or at the direction of Authority. -8- M. Agenda Item No. 16G3 June 22, 2010 '. Page 14 of 41 Subtenant Wlll pay all taxes assessed or Imposed by any governmental authority, including Collier COWlty, upon the Sublease or upon the building or other improvements and equipment erected, installed, or utilized on the Subleased Premises. Subtenant may contest such taxes; however, Subtenant shall do all that is necessary to prevent a tax lien or tax certificate from being placed on the Subleased Premises or the leasehold estate during such contest, or otherwise, N. Subtenant shall use the Subleased Premises only for the uses hereinbefore described, unless it receives prior express written consent of Authority to use the premises for such other purpose(s), by amendment to this agreement. O. Subtenant shall allow Authority free access to the Subleased Premises during normal business hours for the purpose of examinin.g same to investigate whether all provisions of this Agreement are being-done and performed by Subtenant. Authority shall have the right to enter any building or structure on the Subleased Premises at any time in the event of an emergency. The determination of an emergency shall be at the sole discretion of the Executive Director or his designee. P. At the termination of this Agreement by lapse of time or otherwise, Subtenant shall yield up and surrender immediate possession of the Subleased Premises to Authority; upon failure to do so Subtenant shall thereafter automatically be a tenant at sufferance. This Agreement shall not be construed as a waiver by Authority of any right of re-entry as has been hereinbefore provided, nor shall the receipt of rent of any part of rent and/or any other act(s) in apparent affIrmance of the tenancy operate as a waiver of Authority's rights to declare this Agreement terminated. The term hereby granted shall be at an end for the period remaining still Wlexpired by rcason of any subsequent breach of any provision herein contained. Q. Authority shall have a specific lien on all merchandise and property of Subtenant, including goods, chattels, fixtures, inventory and equipment of Subtenant brought upon the Subleased Premises at any time. The lien shall be security for the payment of rent and the performance of any obligation of Subtenant, which specific lien shall be in addition to any other landlord's lien as is now or may hereafter provided for under the laws of the State of Florida. Any such lien may be foreclosed in equity in the same manner as a mortgage lien. R. Subtenant will not construct any building or structure without prior approval of Authority, nor allow any object of natural growth to exceed a height of 20 feet. In addition, Subtenant shall not othem'ise be in violation of the height limitations or restrictions now in effect or from time-to-time made and enacted by Authority, the United States of America, the State of Florida, or the County of Collier. Subtenant shall not allow any installation or operation. including any electronic device, which in any way interferes with the safe conduct of the flight of aircraft at or near the Airport. Subtenant shall make no use of the Airport which in any way interferes with the safe conduct of the Airport or any aircraft operation. The Executive Director has authority to make all determinations as to whether or not such interference does or might exist in the use or occupation of the said Area at or near the Airport. S. The Subleased Premises are in a location near which aircraft will operate at low altitudes. Subtenant hereby waives any claims, demands, losses, damages, liabilities, or causes of action of every kind, character, or nature which it has or may have against Authority and/or Collier County by virtue -9~ Agenda Item No. 16G3 June 22, 2010 f 'd . raft, fJ . I d' taki fffr th.. th A' . I d' . Page 15 of 41 o SaJ. 81fC ymg over, an 109 or ng 0 om, or 0 erwlse usmg e lrport, me U 109 DOlse, vibration, fallout, or other thing in connection therewith. ARTICLE VII IMPROVEMENTS A. Acceptance of Premises. Subtenant accepts the Subleased Premises in their present condition "as is" subject to and including all patent defects, and, without expense to Authority or Collier County, shall repair and maintain any installations thereon. B. Minimum Improvements to be made by Authority. The Authority has constructed a manufacturing facility, as described in Article III, Section A, on the airport. Subtenant has made input into the design of said facility and Authority shall consider said input. C. Alterations, Future Improvements and Repairs. During the term hereof, Subtenant shall have the right, subject to approval of Authority and Collier County permitting procedures and process, to install or erect additional, structural and other improvements on the Subleased Premises, or to alter, change or make other improvements in the Subleased Premises; provided, however, that improvements do not conflict with the current use and future development of the Airport and that all such atterations or improvements shall be commenced only after proper plans and specifications thereof have been submitted to and approved in writing by Authority and Collier County through the permitting process, and Subtenant has obtained in writing an Authority authorization to commence such work. ARTICLE VIII MAINTENANCE A. This Agreement in every sense shall be without cost to the Authority for the operation, maintenance and improvement of the Subleased Premises or Common Area subject to Article V, Paragraph E or any part thereof. All improvements and facilities placed thereon shall be operated and maintained by Subtenant at no cost or expense to the Authority or Collier County. B. All costs and expenses set forth in this section are in addition to the rent and fees to be paid for the Subleased Premises or any part thereof. 1. Subtenant shall, without cost to Authority, maintain the Subleased Premises, Common Area subject to Article V, Paragraph E and the furniture and equipment described in Exhibit B and every part thereof in good appearance, repair, and safe condition, consistent with good business practice. Subtenant shall repair all damage to the Subleased Premises caused by its employees, patrons, invitees, pennitees, contractors, labors, suppliers, etc., or its operation thereon; and shall maintain and repair all improvements thereon including drainage installations, paving, curbs, islands, buildings and all other improvements. All such maintenance, repairs, and replacements shall be of quality equal to the original in materials and workmanship, and all exterior paint colors shall be submitted to and approved in writing by the Executive Director prior to application. -10- Agenda Item No. 16G3 June 22, 2010 2. The Executive Director shall be the sole judge of the quality of maintenance. The Executiv~age 16 of 41 Director and his designee(s) may at any reasonable times, without prior notice, enter upon and into the Subleased Premises and any part thereof to determine if maintenance is satisfactory to the Executive Director. If it is decided by the Executive Director or his designee that maintenance is not satisfactory, Authority shall notify Subtenant in writing of the required changes and/or corrections. If said required changes and/or corrections are not performed by Subtenant within fifteen (15) days or other longer specified time after receipt of written notice, the Executive Director or his designees, agents, or independent contractors may perform such maintenance, and Subtenant agrees to promptly reimburse Authority for the cost thereof, plus an additional ten percent (10%) thereof to pay for administrative overhead. ARTICLE IX ASSIGNMENT AND SUBLETTING The operations of the Subtenant hereunder are in the performance of functions, which are in the public interest and in furtherance of Airport and Airport Industrial Park development. Authority is endeavoring to provide to the public and other tenant1s the highest possible level of services and facilities. It is, therefore, necessary that Subtenant's operations be subject to continuing scrutiny by Authority, and that Subtenant must always operate at the Airport in harmony with other tenants and with courtesy to the public. Subtenant shall sub-sublease part of the premises or improvements thereon. any such sub-sublease that is not manufacturing or directly related to manufacturing must be approved first by Authority, which approval shall not be unreasonably withheld. The Authority is developing and subleasing a manufacturing incubator facility and subleasing it out to be operated as such. Therefore, at no time shall Global Manufacturing Technologies, Inc. occupy more than 50% of the manufacturing space (total square footage of the building less the tool room, the quality control room, the business services area, the conference room and lobby). The Authority expects the remaining 50% (or more) to be occupied by multiple small manufacturing companies independently owned (not owned or operated by Global Manufacturing Technologies, Inc. or principles thereof). This lease shall not be assigned without approval of the Authority, said approval shall not be unreasonably withheld. Any attempt to assign without such approval shall be void ab initio. ARTICLE X SURRENDER OF PREMISES A. In the event that under the laws of the United States and/or the State of Florida, the interest of the Authority in the Subleased Premises shall cease, Authority shall not be liable for any damage whatsoever to the Subtenant beyond the amount of rent reserved in this Agreement for the period of time that the Subtenant shall be deprived of the use and occupancy of the Subleased- Premises; moreover Authority shall not incur any liability by reason of the happening of any such event beyond the loss of rent while the Subtenant is deprived of the use and occupancy of the Subleased Premises or any part thereof. -11- Agenda Item No. 16G3 June 22, 2010 . . Page 17 of 41 B. The Subleased Premises shall be vacated, surrendered up and delIvered to the Authonty at the expiration of the term of this Agreement, or at any other date that the Agreement may be terminated by reason of any provision of this Agreement or otherwise, in good condition, and in the same state of repair and condition of the buildings at the original commencement date of this agreement. ARTICLE XI INDEMNIFICATION AND INSURANCE A. Subtenant agrees to indemnify fully and save and hold harmless Collier County, Authority, and their officers, agents, and employees from and against all losses, damages, claims, liabilities, and causes of action of every kind or character and nature as well as costs and fees, including reasonable attorney's fees connected therewith including any and all appeals, and the expense of the investigation thereof, based upon or arising out of damages or injuries to any and all third persons or their property. Authority shall give Subtenant prompt and reasonable notice of any such claim or action. Subtenant shall have the right to investigate, compromise, and defend the same to the extent of its own interest. B. At such time as tenant takes occupancy and during the entire term of this Agreement thereafter, Subtenant shall provide, pay for, and maintain the types of insurance described herein, with insurance companies that are satisfactory to the Authority. All insurance shall be from responsible companies duly authorized 10 conduct the respective insurance in the State of Florida and/or responsible risk retention group insurance companies registered with the State of Florida. All liability policies shall provide that Authority and the County of Collier as additional insureds as to the uses of the leased estate by Subtenant under this Agreement and shall also provide the Separation ofInsureds Provision. Prior to execution of this Agreement by Subtenant, the specified insurance coverages and limits required must be evidenced by properly executed Certificates of Insurance on the forms which are deemed acceptable by Authority. The Certificate must be personally and manually signed by the authorized representative of the insurance company shown in the Certificate with proof that helshe is authorized to execute same. In addition, certified, true. and exact copies of all required insurance policies shall be provided to Authority on a timely basis, if requested by Authority. Thirty (30) days' written notice by registered or certified mail shall be given to the Authority's/Sublessor's Executive Director of any cancellation, intent not to renew, or reduction in the policy's coverages, except in the application of the Aggregate Limits Provisions. In event of any reduction of any Aggregate Limit, Subtenant hereby agrees to immediately take whatever steps are needed to have the prior aggregate limit reinstated. All insurance coverages of Subtenant shall be primary to any insurance or self-insurance program carried by Authority or the County of Collier. The acceptance of and delivery to Authority of any Certificate of Insurance evidencing the insurance coverages and limits required in the Agreement shall not constitute approval or agreement by Authority that these insurance requirements have been met or that the insurance policies shown in the Certificates of Insurance are in compliance with these requirements. No activities by or on behalf of Subtenant shall conunence anywhere on the Subleased Premises unless and until the required Certificates of Insurance under this Agreement are in effect and are physically delivered and approved by the Authority. The insurance coverage and limits required of Subtenant under this Agreement are designed to meet the minimum -12- requirements of the Authority. Agenda Item No. 16G3 June 22. 2010 . . Page 18 of 41 They are not desIgned as a recommended Insurance program for the Subtenant. The Subtenant alone shall be responsible for the sufficiency of its own insurance program. Should the Subtenant have any questions concerning its exposures to loss under this Agreement or the possible insurance coverages needed therefore, it should seek professional assistance. If any general liability insurance policy required herein is to be issued or renewed on a "claims made" basis or form, as distinguished from a "occurrence" basis or fonn, the retroactive date for coverage shall be no later than the initial commencement date of this Agreement and shall provide that in the event of cancetlation or non-renewal, the discovery period for insurance claims (tail coverage) shall be Wllimited. Subtenant, without expense to Authority or Collier County, shall obtain and cause to be kept in force at all times during the term of this Agreement liability insurance issued by a company or companies acceptable to Authority for the following types and minimum amounts of coverage: 1. Workers' Compensation and Employees' Liability Insurance shall be maintained by the Subtenant for all employees in accordance with the laws of the State of Florida. The limits of coverage shall not be less than: Workers' Compensation - Existing Florida Statutory Requirements. Employers' Liability - $100.000 Limit Each Accident $500,000 Limit Disease - Aggregate. $100,000 Limit Disease - Each Employee. 2. General Liability Insurance shall always be maintained by the Subtenant to cover its operations under this Agreement, including, but not limited to, personal injury, contractual for this contract, and broad fonn property damage coverage. The limit of coverage shall not be less than: Bodily Injury and Property Damage Liability _ $1,000.000 Combined Single Limit Each Occurrence. 3. Automobile Liability Insurance shall be maintained by the Subtenant as to the ownership, maintenance, and use of all owned, non-oVtncd, leased, or hired vehicles with limits of not less than: Bodily Injury and Property Damage Liability _ $500,000 Combined Single Limit Each Occurrence. C. The above insurance, other than Workers' Compensation and Employers' Liability Insurance, shall exclude Authority's and Collier County's insurance, and shall include Authority and the County of CoIlier as additional insureds under the policies as to the operations of the Subtenant under this Agreement. The naming of Authority and the County of Collier as additional insureds in such policies of insurance shall not thereby cause the Authority or the County of Collier to be deemed a partner, joint venturer, or any other relation other then landlord/tenant with the Subtenant regarding its business and other activities conducted on the Airport. or other\vise. D. Said policies of insurance shall be performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. -13- ARTICLE XII CONCESSIONS Agenda Item No. 16G3 June 22, 2010 Page 19 of 41 It is specifically agreed and stipulated that concessions and the establislunent thereof require prior written approval from the Authority: ARTICLE XIII CONTRACTS TO OTHERS There is no restriction or limitation whatsoever on Authority subleasing or renting of land, hWlgars, or any other improvements on terms different from those set forth herein. The Subtenant shall not sublease or rent the subleased premises to others without the expressed written consent and approval of Authority whicb shall not be wrreasonably withheld. Any such attempt shall be void. ARTICLE XIV VENDING MACHINES Vending machines are at the discretion of subtenant. ARTICLE XV TRADE FIXTURES Subtenant shall, without cost to Authority, furnish and install all furniture, fixtures, draperies and equipment necessary to conduct its operation in a reasonable manner; the same are referred to herein as "Trade Fixtures". All Trade Fixtures shall be safe, of high quality, be fire resistant and be attractive in appearance. If specified herein, Authority may require specific written approval of the Authority prior to installatioo, which written approval shall not be unreasonably withheld. Subtenant has rights to grant security interests, liens or encumbrances against said Trade Fixtures as needed to purchase same, but not to exceed the term of this Sublease. ARTICLE XVI GOVERNMENT INCLUSION A. The Subleased Premises and the Airport are subject to the terms of those certain Assurances made to the Government of the United States to guarantee the public use of the Airport as iocidental to existing or future grant agreements as amended between Authority and/or Collier County, and the United States of America. Authority has no reason to believe that any provision of this Agreement violates any of the provisions of such Assurance Agreements. B. Nothing contained in this Agreement is intended to or shall be construed to grant or authorize the granting of any "exclusive right" within the meaning of Section 308 of the Federal Aviation Act of 1958 or otherwise. C. It is further covenanted and agreed that Authority reserves the right to further develop and/or improve the existing Airport and any additions thereto, including all landing areas and taxiways, as the Authority may deem fit, without heeding the desires, views or objections of Subtenant and without interference or hindrance; provided, however, that such development or improvement does not -14- Agenda Item No. 16G3 June 22, 2010 . Page 20 of 41 unreasonably adversely affect Subtenant's use and occupancy of the subleased PremIses under thIS Agreement. D. This Agreement is and shall be subordinate to the provisions of any existing or future agreement between Authority, Collier County and/or the United States of America, or any Boards, Agencies, or Commissions of any of them relative to the operations or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of Federal funds on the development of the Airport or otherwise, and this Agreement is and witI probably always be subordinate to the license or pennit of entry which may be granted by the Secretary of Defense of the United States. E. Subtenant for itself, its successors and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a covenant nmning with the land, that (1) no person on the grounds of race, color, sex or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination in the use of the Subleased Premises, that (2) in the construction of any improvements on, over or under said Premises and the furnishing of services thereon, no person on the grounds of race, color, sex, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; and that (3) Subtenant shall use said premises always in full 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 of Federally.assisted Programs of the Department of Transportation.EfIectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended from time-to-time. F. In the event of breach of any of the above non-discrimination covenants, Authority shall have the immediate right to fe-enter any part Of all of said Premises and said Premises shall thereupon revert to and vest in and become the absolute property of Authority or its assigns. This reverter provision shall not be finally effective until, at the election of Subtenant, the procedures of Title 49, Code of the Federal Regulations, Part 21, are followed and completed, including exercise or expiration of Subtenant's appeal rights thereunder. G. To the extent applicable to Subtenant, Subtenant will undertake action as required by 14 eFR Part 152, Subpart E, or its successor in function, ifany~ if necessary to insure that no person shall on the grounds of race, creed, color, national origin or sex. be excluded from participating in any employment activities covered in ] 4 CFR Part 152, Subpart E. Subtenant expressly agrees that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by said Subpart. Subtenant will require that its covered suborganizations, if any, shall provide assurances to Subtenant that they similarly will undertake required action and that they will require assurances from their suborganizations, if any, as required by 14 CFR Part 152, Subpart E, to the same effect H. If and when the Federal Aviation Administration, or its successor, requires modifications or changes in this Agreement as a condition to granting of funds for any improvements of the Airport, Subtenant hereby irrevocably consents to such amendments, modifications, revisions, supplements, or deletions of any provision(s) of this Agreement as may be reasonably required to obtain such funds; provided, however, Subtenant does not agree to an increase in the rent provided for hereunder or to -:!.s- Agenda Item No. 16G3 June 22, 2010 Page 21 of 41 any change in any use(s) (use licensed by Authority hereunder) to which Subtenant has then actually put the Subleased Premises; and Subtenan1 does not consent to any forced reductioo in the physical size of the boundaries of the Subleased Premises. ARTICLE XVII RULES AND REGULATIONS Subtenan1 shall observe and obey all rules and regulations not conflicting with any provision and purpose of this Agreement as may now exist or may be promulgated from time-to-time by Authority. Authority agrees that any rules and regulations so promulgated and as applied to Subtenant shall not be inconsistent with any constitution, law, rule, or regulation of the State of Florida or the United States of America, or any agency thereof having jurisdiction over Collier County, Authority or the Airport. ARTICLE XVIII TITLE TO IMPROVEMENTS Title to all improvements constructed or installed on the Subleased Premises by or on behalf of the Subtenant shall at all times during the term of said Agreement remain in the Authority. Upon termination of this Agreement by any means all improvements shall, become the property of Authority. ARTICLE XIX EARLY TERMINATION AND RELETTlNG Should there occur an early termioation of this agreement pursuant to the terms hereof, Authority shall have the right to re-enter the Subleased Premises, make necessary repairs. and relet the Subleased Premises or any part thereof for the remainder of the term hereof, and receive any rent therefore. In the event of such early termination, Suhtenant shall remain liable to Authority for the full amount of said total rent for the entire tenn of this Agreement and shall continue to pay said monthly rentals and all fees (see Article V) or such part thereof that remain unpaid after the application of all rents and fees collected by Authority from the new occupant then occupying the Subleased Premises or any part thereof. Subteoant shall remain liable for and shall make such payments whether the Subleased Premises remain vacant or shall have been relet, in whole or in part. ARTICLE XX NOTICE OF TERMINATION If any breach of this Agreement by Subtenant shall occur and after due notice of termination from the Authority to Subtenant, and Subtenant fails to cure or correct same if curable or correctable, the Authority may, at any time thereafter during the continuance of said default, terminate this Agreement by such notice to Subtenant as required by law, such cancellation and termination to be effective upon the date specified in such notice. In the event of any breach of this Agreement, which includes any Rule or regulation anywhere referred to herein, Authority shall give Subtenant notice as required by law to correct any such breach, and unless that time is extended in writing by the Executive Director upon written request of Subtenant, if such breach shall continue for thirty (30) days after such notice, -16 - Agenda Item No. 16G3 June 22, 2010 Authority may, after the lapse of said thirty (30) day period, cancel this Agreement without forfeiturf,age 22 of 41 waiver or release of any of Authority's rights to any sum of money due or to become due under any provision of this Agreement, or otherwise. ARTICLE XXI NON-WAIVER OF RIGHTS Continued performance by either party hereto pursuant to any provision of this Agreement after a default of any provision herein shall not be deemed a waiver of any right to cancel this Agreement for any subsequent default, and no waiver of any such default shall be construed or act as a.waiver of any subsequent default. ARTICLE XXII SURRENDER OF POSSESSION In addition to Article X and all other provisions herein, Subtenant agrees to yield and deliver to Authority full possession of the Subleased Premises herein at the termination of this Agreement, by expiration or otherwise, or of any renewal or extension hereof, in good condition in accordance with its express or implied obligations hereunder, except for ordinary wear and tear. Subtenant shall have the right, within ninety (90) days after the termination hereof, to remove all of its trade fixtures and equipment installed or placed by it at its mvn expense in, on or about the Subleased Premises, subject, however, to any lien which Authority may have thereon for unpaid rents, fees or because of any other breach of any provision of this Agreement by Subtenant, such as failure to properly maintain any part of the Subleased Premises, in which event Authority shall have the right to immediate possession. ARTICLE XXXI INSPECTION OF PREMISES Authority or its duly authorized representatives, agents, and other persons for it, may enter upon said Subleased Premises at anytime such premises are open for business or other operations, and at any and all other reasonable times to investigate whether or not Subtenant is complying with all provisions of this Agreement, or for any other purpose incidental to rights or interests of Authority or Collier County. ARTICLE XXIV HOLDING OVER Should Subtenant hold over the Subleased Premises, or any part thereof, after this Agreement has been terminated in any manner, by such holding over Subtenant shall thereby automatically become a tenant at sufferance and, subject to statutory limitations, if any, at a rental to be determined by Authority, payable in advance, but otherwise on the same provisions as herein provided. -17- ARTICLE XXV NO LIENS Agenda Item No. 16G3 June 22, 2010 Page 23 of 41 Subtenant shall pay for aII labor done or materials and/or supplies furnished in the repair, replacement, development, or improvement of the Subleased Premises by Subtenant or on Subtenant's behalf, and shall keep said Premises and all of Subtenant's interests therein free and clear of any lien or encumbrance of any kind whatsoever created by Subtenant's act(s) or omission(s). ARTICLE XXVI HAZARDOUS SUBSTANCES Except as consistent with the usual practices of the proposed operation and subject to the requirements of the County of Collier, no tangible property shaII be kept, stored or sold within or on the Subleased Premises or otherwise on the Airport which are explosive or hazardous; and no offensive or dangerous trade, business or occupation shall be carried on therein Of thereon. A. Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Sublease shall mean any product, subs1ance, chemical, material or waste whose presence, nature, quantity and/or intensity of existence, use, manufacture, disposal, transportation, spill, release or effect, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for liability of Authority to any governmeotaJ agency or third party under any applicable statute or common law theory. Hazardous substance shall include, but not be limited to, hydrocarbons, petroleum gasoline, crude oil or any products, by-products or fractions thereof. Sublessee shall not engage in any activity in. on or about the Premises which constitutes a Reportable Use (as hereinafter defined) of Hazardous Substances without the express prior written consent of Authority and compliance in a timely matter (as Sublessee's sole cost and expense) with all Applicable Law ( as defined in Paragraph 6.3). "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank. (ii) the generation, possession. storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority. Reportable Use shall also include sublessee's being responsible for the presence in, on or about the subleased Premises of a Hazardous Substance with respect to which any Applicable Law requires that notice be given to persons entering or occupying the Subleased Premises or neighboring properties. Notwithstanding the foregoing, Sublessee, may without Authority's prior consent, but in compliance with all applicable Law, use any ordinary and customary materials reasonably required to be used by Sublessee in the normal course of Sublessee's business permitted on the Subleased Premises, so long as such use is not a Reportable Use and does not expose the Subleased Premises or neighboring properties to any meaningful risk of contamination or damage or expose Authority to any liability therefore. In addition, Authority may (but without any obligation to do so) condition its consent to the use or presence of any Hazardous Substance, activity or storage tank by Sublessee upon Sublessee's giving Authority such additional assurances as Authority, in its reasonable discretion, deems necessary to -18- Agenda Item No. 16G3 June 22, 2010 Page 24 of 41 protect itself, the public, the Subleased Premises and the environment against damage, contamioation or injury and/or liability therefrom or therefore, including, hut not limited to, the installation (and removal and or before Lease expiration or earlier termination) of reasonably, necessary protective modifications to the Subleased Premises (such as concrete encasements) and/or the deposit of an amount sufficient to pay for anticipated cleanup costs of any contamination. B. Duty to Infonn Authority. If Sublessee knows, or has reasonable cause to believe, that a Hazardous Substance, or a condition involving or resulting from same has come to be located in, on, under or about the Subleased Premises, other than as previously consented to by Authority, Sublessee shall immediately give written notice of such fact to Authority. Sublessee shall also immediately give Authority a copy of any statement, report, notice, registration, application, permit, business plan, license, claim, action or proceeding given to, or received from, any governmental authority or private party, or persons entering or occupying the Subleased Premises, concerning the presence, spill, release, discharge of, or exposure to, any Hazardous Substance or contamination in, or, or about the Subleased Premises, including but not limited to all such documents as may be involved in any Reportable Uses involving the Premises. C. Indemnification. Sublessee shall indemnify, protect, defend and hold County and Authority, its agents, employees, lenders and ground lessor, if any, and the Subleased Premises, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, costs, claims, liens, expenses, penalties, permits and attorney's and consultant's fees arising out of or involving any Hazardous Substance or storage tank brought onto the Premises by or for Sublessee or under Sublessee's control Sublessee's obligations under this Article XXVI shall include, but not be limited to the effects of any contamination or injury to person, property or the environment created or suffered by Sublessee, and the cost of investigation (including consultant's and attorney's fees and testing), removal, remediation, restoration and/or abatement thereof, or of any contamination therein involved, and shall survive the expiration or earlier termination of this Sublease. No termination, cancellation or release agreement entered into by Sublessor and Sublessee shall release Sublessee from its obligations under this Sublease with respect to Hazardous Substances or storage tanks, unless specifically so agreed by Authority in writing at the time of such ab'Teement. D. Duty 10 Inform Lessee. To the best of Authority's knowledge: (i) there are no environmental, health or safety hazards on, under or about the Subleased Property; (ii) County has not (and none of the prior owners or tenants of the Subleased Property had), used or installed any underground storage or treatment tank or used, generated, manufactured, treated, stored, placed, deposited or disposed any hazardous materials on, under or about the Subleased Property or transported any hazardous materials to or from the Subleased Property; (iii) There arc no hazardous materials, storage or treatment tanks, oil wells or gas wells, asbestos or PCB's located in upon, on or below the Subleased Property; (iv) County has not received notice of any claim, action, proceeding, suit, injunction or investigation concerning hazardous materials or the Subleased Property and county is not aware of any fact or circumstance which would result in a claim, action proceeding, suit, injunction or investigation concerning hazardous materials on the Subleased Property; (v) The Subleased Property has never been used as a -19- Agenda Item No. 16G3 June 22, 2010 "f h d 'al . Page 25 of 41 landfill, dump or disposal site and there has not been any "release 0 any azar ous maten In, upon, on, or below the Subleased Property. The Subleased Property has not been designated as a "border zone" property pursuant to applicable Florida health and Safety Codes. ARTICLE XXVII WAIVERS No waiver by Authority and/or Collier County, at any time, of any provision of this Agreement, or noncompliance therewith, shall be deemed or taken as a waiver, then or thereafter, of the same or any other provision herein contained, nor of the strict and prompt performance thereof by Subtenant. No delay, failure, or omission of Authority to re-enter the Subleased Premises or to exercise any right. power, privilege, or option arising from any default nor subsequent acceptance of rent then or thereafter accrued. shall impair any such right. power, privilege, or option or be construed to be a waiver of any such default or relinquishment thereof: or acquiescence therein. No notice by Authority shall be required to restore or revive time as of the essence hereof after waiver by Authority or default in one or more instances. No option, right, power, remedy, or privilege of Authority shall be construed as being exhausted or discharged by the exercise thereof in one or more instances. It is agreed that each and all of the rights, power, options, or remedies given to Authority by this Agreement are cumulative and no one of them shall be exclusive of the other or exclusive of any remedies provided by law or equity, and that the exercise of one right, power, optioo, or remedy by Authority shall not impair its rights to any other right, power, option, or remedy. ARTICLE XXVIII AGENT FOR SERVICE OF PROCESS It is expressly agreed and understood that if Subtenant is ever not a resident of the State of Florida, or is ever an association or partnership without a member or partner resident of Florida, or is a foreign corporation, then in any such event Subtenant does automatically designate the Secretary of State of the State of Florida, as Subtenant's agent for the purpose of service of process in any court action between it and Authority and/or Collier County arising out of or based upon this Agreement, and the service shall be made as then provided by the laws of the State of Florida for service upon a non-resident. It is further expressly agreed, covenanted, and stipulated that if for any reason service of such process is not possible, and as an alternative method of service of process, Subtenant may be personally served with such process out of Florida, by the registered mailing of such complaint and process to Subtenant at the address set out hereafter in this Agreement and that such service shall constitute complete, valid and fully effective service upon Subtenant as of the date of mailing; and Subtenant shall have thirty (30) days from date of mailing to actually deliver to Authority its response thereto. It is further expressly agreed that Subtenant is amenable to and hereby agrees to the process so served, submits to the jurisdiction and waives any and all obligation and protest thereto, any laws to the contrary notwithstanding. -20- ARTICLE XXIX WAIVER OF CLAIMS Agenda Item No. 16G3 June 22, 2010 Page 26 of41 Subtenant hereby waives all claims against Authority, County cfeallier, the State of Florida, and the Government of the United States, and all officers, agents, or employees of any of same, for loss of anticipated profits caused by any suit or proceedings directly or indirectly attacking the validity of this Agreement or any part thereof, or by any judgment or award in any suit or proceeding that may declare this Agreement null, void, or voidable, or delaying the same, or any part hereof, from being carried out. ARTICLE XXX HEADINGS The article and paragraph headings throughout this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of any provision of this Agreement. ARTICLE XXXI CONSTRUCTION AND SAVINGS This Agreement shall be construed in accordance with the laws of the State of Florida. If any provision contained in this Agreement is held to be invalid by any court of competent jurisdiction or otherwise appears to Subtenant and Authority to be invalid, such invalidity shall not affect the validity of any other covenant, condition, or provision herein contained; provided, however, that the invalidity of any such provision does not materially prejudice either Authority or Subtenant in its respective rights and obligations contained in the remaining valid provisions of this Agreement. 'Wherever approval or consent of Authority or Subtenant is required under this Agreement such shall not be unreasonably withheld, nor shall Authority or Subtenant impose unreasonable conditions to such approval or consent. ARTICLE xxxn LAND RADIATION EMISSION STANDARDS In accordance with Section 404.056(7), Florida Statutes, the following notification as it pertains to radon gas and the leasing of building is hereby stated: RADON GAS: Radon is naturally occurring radioactive gas that when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and/or state guidelines have been found in some buildings ,in Florida. Additional infonnation regarding radon and radon testing may be obtained from the Collier County public-health unit. -21- ARTICLE XXXIII NOTICES Agenda Item No. 16G3 June 22, 2010 Page 27 of41 Except as allowed by law with respect to certain notices io ARTICLE XXVlII, herein, all notices provided for in this Agreement shall be in writing. Any notice required to be served upon Subtenant other than by publication may be served upon it at: Global Manufacturing Technologies, Inc. 160 Airpark Boulevard Immokalee, FL 34t20 provided, however, that if Subtenant shall give notice in writing to Authority afany change in either or both of said addresses, then and in such event such notice, if written, shall be given to Subtenant at one of the substituted addresses. Any notice permitted or required to be served upon Authority may be served upon it at: Collier County Airport Authority 2003 Mainsail Drive Naples, FL 34114 Attention: Executive Director provided, however, that if Authority shall give notice in writing to Subtenant of any change in said address, then in such event such notice shall be given to Authority at such substituted address. Any notice served by mail may be by registered mail, certified mail, or regular mail. ARTICLE XXXIV CANCELLATION A. Cancellation by Subtenant. Subtenant may, but is not required toJ. cancel this Agreement and terminate all of its obligations hereunder upon sixty (60) days' advance written notice, except as hereinafter provided, upon or after the happening of one or more of the following events and provided Subtenan1 is not then in default in maintenance or in the payment of any fees or charges to Authority: 1. The permanent and total abandonment of the Airport by the Authority or its successor in function. 2. The inability of Subtenant to use the Airport for a period of ninety (90) consecutive days because of the issuance of any order, rule, or regulation by any competent governmental authority or court having jurisdiction. over Subtenant or Authority, that prevents Subtenant from operating all of its then licensed operations; provided, however, that such inability or violation of such order, rule, or regulation is not due to any fault of Subtenant; or 3. The inability of Subtenant to totally use the Airport for a period of more than sixty (60) consecutive days due to war, earthquake, or other such major casualty beyond control of Subtenant. B. Cancellation by Authority. -22- Unless prohibited by law, Authority may cancel this Agreement and Agenda Item No. 16G3 June 22, 2010 . Page 28 0141 temlInate all of its obligations hereunder at any time upon or after the happening of any of the following events: 1. Subtenant shall file a voluntary peti1ion in bankruptcy; or 2. Proceedings in bankruptcy shall be instituted against Subtenant and Subtenant is thereafter adjudicated bankrupt pursuant to such proceedings; or 3. A court shall take jurisdiction of Subtenant and its assets pursuant to proceedings brought under the provisions of any federal reorganization act; or 4. A receiver of Subtenant's assets shall be appointed; or 5. Subtenant abandons conducting its operations at the Subleased Premises; or 6. Any assignment is made by Subtenant for the benefit orits creditors; or 7. The breach by Subtenant of any provision herein contained and the failure of Subtenant to remedy such breach, including nonpayment of fees or charges when due. -23 - Agenda Item No. 16G3 June 22, 2010 Page 29 of41 IN WITNESS THEREOF, the parties hereto have signed this lease this ~..""+- 1999 c; +-\ day of COLLIER COUNTY AIRPORT AUTHORITY ArreST: ~ Michael Williams Chairman ~'P~~~'J-:6 (Aftix Corporate Seal) ~ Q. CJ~ c-- -- ~----.......; "l+ p~Nam~~~~'~oX (j) GAIL D. HAIIBRIGHT Notary Publlc,SlIttofFIorI4I ..,. comm. upirn Aug. 18, 2001 Comm. No. CC781H2 Title: """-"'~,k~ President S Q! signed, sealed and delivered in the presence of: Witness for President \o~ C{ wL---- Approved as to form and legal SUfficiency Tom PalmerI Assistant County Attorney ;1 Ag~rda Item No. 16G3 \. \ June 22. 2010 \ . Page 30 of 41 I I 'JJ I ~ ,r " l1~ ;'/ I.J ,/ ., , ! /1 i/\ ;',/ ~ / I 11! ' , I ~ I l i ~! '" i i IV~'S . '0 :' " z.'z 10'::> E'O I""" 0' , u' I I "0 :~ I I I COMMON I AREA 12, ~21 13,000 SQUARE ___~~___ BUILDING FOOT SUBLEASE PREMISES Exhibit A Agenda Item No. 16G3 EXHIBIT B June 22, 2010 INVERNTORY OF FURNITURE AND EQUIPMENT Page 31 of 41 ORIGINAL ROOM NUMBER OTY. ITEM COST 101 Sofa $1,061.84 Settee $ 980.65 Coffee Table $ 443.00 End Table $ 352.28 102 1 Desk with return $ 864.44 t Task Chair $ 227.72 1 Guest Chair $ 228.95 2 Lateral File, 2 drawer $ 522.82 103 01 Conference Table $1,450.47 14 Guest Chairs $3,205.93 01 Marker Board Cabinet $ 756.15 08 Window Coverings (all windows) $1,381.00 104 1 Desk with return $ 864.44 1 Task Chair $ 227.72 I Guest Chair $ 228.95 I Table $ 645.84 2 Lateral File, 2 drawers $ 522.82 2 Bookshelves $ 245.08 2 Window Coverings (all windows) $ 0.00 105 2 Tables $1,291.68 I Task Chair $ 227.72 III Task Chair $ 227.72 IliA I Desk with return $ 864.44 I Task Chair $ 227.72 2 Lateral Files, 2 drawer $ 522.82 112A I Desk with return $ 864.44 1 Task Chair $ 227.72 \ Guest Chair $ 228.95 2 Lateral Files, 4 drawer $ 677.32 \\JA I Desk with return $ 864.44 I Task Chair $ 227.72 \ Guest Chair $ 228.95 2 Lateral Files, 4 drawer $ 677.32 Other 1 Task Chair $ 227.72 22 Metallic Plant Pots $ 1,454.00 8 Lockers $ 1,614.00 6 Sheds $12,390.55 1 Mail Box $ \,664.20 1 Truck Lift Station $13,698.00 I Fork Lift $16,332.71 -- """" EXHIBIT C Agenda Item No. 16G3 June 22. 2010 Page 32 of 41 FmHA Instruction 1942-G Attachment 1 Page 8 Section B III. ResDonsibilJties of tne Grantee This section contains information regarding the responsibilities of the grantee for receipt of monies under the RBE/television demonstration grant"program.. This section shall become a permanent attachment to Form FmHA 1940-1 as outlined in Section A, paragraph II H of this Attachment. These requirements do not supersede the requirement for receipt of Federal funds as stated in Parts 3015 and 3016 of the Uniform Federal Assistance Regulations; however, specific areas related to the RaE/television demonstration grant program are cited below. Grantee agrees to: A. Comply with property management standards established by 7 CFR 3015 and 3016 for real and personal property. "Personal property" means property of any kind except real property. It may be tangible . having physical existence. or intangible. having no physical existence; such as patents, inventions, and copyrights. "Nonexpendable personal property" means tangible personal property having a useful life of more than I year and an acquisition cost of $300 or more per unit. A grantee may use its own definition of nonexpendable personal property prOvided that such definition would at least include all tangible personal property as defined above. "Expendable personal property" refers to all tangible personal property other than nonexpendable property. \Jhen real property or nonexpendable property is acquired by a grantee with project funds, title shall not be taken by the Federal Government but shall be vested in the grantee .subject to the following conditions: 1. Right to transfer title. For items of real or nonexpendable personal property having a unit acquisition. cost of $1,000 or more, FmHA may reserve the right to transfer the title to the Federal Goverrunent or to a third party named by the Federal Government when such third party is otherwise eligible under existing statutes. Such reservation shall be subject to the following standards: a. The property shall be appropriately identified in the grant or otherwise made known to the gr.antee in ....riting. b. FmHA shall issue disposition instructions within 120 calendar days after the end of the federal suppor~ of the project for which it w,as acquired. If FmHA fails to issue dispOSition instructions ....ithin the 120 calendar day period, the grantee shall apply the standards of Section B, p,aragraphs III A 2 and 3 of this Attachment. .1 c. \.lhen FmHA exercises its right to take title, the perSonal property shall be subject to the provisions for federally owned nonexpendable property discussed in Section B, paragraphs III A 2 and 3 of this Attachment. l-vj 1,'I'S (08.20-92) .1 " FmHA Instruction 1942-G Attachment 1 Page 9 d. "'Then title is transferred either to the Federal Government or to a third parey and the grantee is instructed to ship the property elsewhere, the grantee shall be r~imbursed by the benefiting Federal agency with an amount which is computed by applying the percentage of the grantee participation in the cost of the original grant project or program to the current fair market value of the property, plUB any reasonable shipping or interim stora~e costs incurred; 2. Use cf other ~eal or nonexpendable personal property for which the grantetl has title, &. The grantee shall use thl! proper:::; in the project or program for which it was .c~~ir~d as long as needed, whether or nce ehe project or program con~inues to be supported by Federal fur.ds. When it is no longer needed for the original project or program, tt:e. grantee shall use ~h9 property in Conn~ction ~ith its other federally sponsor~d activities in the followirl& or1~r of priority: i. Ac::i'lities sponsond by Fr.l!iA. 11. Acti":ities SpOI!:;orec l:y other r~ci!r...i. agancies. b. Shared use. During the time c.hat Tlonexpendable perscn6l ~~operty is held for use on the project or ?rogram for wni~h it ~as acqu!r~d, th~ grautee shall make it a'\"aiiabl~ for use 0:1 other projeL:ts or programs if such other use will not i:!terfere with the work on th~ ?rcje=t or program for which the property was or-iginally acqLi.ired. First preference for Sl.:ch other use shall he given to projects or programs sponsored by F~~; s~cond preference shall be giv~n Co projects or prcgrarns 'sponsor-eel by other Federal age!Ocies. If the prc?cr:y ~s owned by ~he Federal Coverrunent, use for oth~r activities not sponsored by the Feder31 Government shall be permissible if authori~ed by fmHA. User chal'ges should be considered, if appropriate, 3. Dis~osition of real or non~xpendable personal. property. When the grantee no longer needs the property as provided in Sec~ion 5, paragraph III A 2 of this Attachment, the property may be used for other activities in accordance \oIith the follo\oling standards: a. Personal property with a unit acquisition cost of less than $1,000. The grantee may use the property for other activit.ies without reimbursement to the Federal Goverrunen: or sell t.he property and retain the proceeds. SPECIAL PN Agenda Item No. 16G3 June 22, 2010 Page 33 of41 ~ol\\ .... FmHA Instruction 1942-G AHachment 1 P.ge 10 ". b. Real or nonexpendable personal property vith a unit acquisition cost of $1,000 or more. The grantee may retain the property for other use provided that compensation Is made to FmHA or its SUccessor. The amounts of compensation shall be computed by applying the percentage of Federal participation in the cost of the original project or program to current fair market value of the property. If the grantee has no need for the property and the property has further use value, the grantee shall request disposition instructions from the original grantor agency. c. FmHA shall determine whether the property can be used to meet the agency's requiremencs. If no need exists vi thin FmHA, the Ceneral Services Administration's Federal 'Property Management Regulations (rPMR) will be used by FmHA to determine whether a need for the property exists in other Federal agencies. FmHA shall issue instructions to the grantee no later than 120 days after the grantee request and the following procedures shall govern: i. If so instructed, or if disposition instructions are not ,issued '..ithin 120 calendar days after the grantee's reques:, the grantee snaIl sell the property and reimbul:se FmHA an amount computed by applying to the original project or program. However, the grantee shall be permitted to deduct Bnd retain from the Federal share $lOO or 10 percent of the proceeds, whichever is greater, fOl. the grantee's se~ling &nd handling expenses. ii. If the grantee is in5tr~cted to dispose of the property other than as described in Section 8, paragraphs III A 2 and) of this Attachment, the grantee shall be reimbursed by fmHA for such costs incurred. in its disposition. iii. Property management standards for nonexpendable personal property. The grantee's property management standards fer nonexpendable personal property shall include the following procedural requirements: ~. Property records shall be maintained accurately and shall include: i. A description of the property. i1. Manufacturer's serial number, model number, Federal st.ock number, national stock nwnber, or other identification number. Agenda Item No. 16G3 June 22. 2010 Page 34 of 41 ~\OI'I" " .J (08-20-92) SPECIAL PN . .~ Agenda Item No. 16G3 June 22, 2010 Page 35 of41 FmHA Instruction 1942-G Attachment 1 Page 11 111. Sources of the property including grant or other a agreement numbe r . iv, Whether title vests in the grantee or the Federal Government. y. Acquisition date (or date received, if the property was furnished by the Federal Government) and cost. yj.. Percentage (at the end of the budget. year) of Federal participation in the cost of the project or program for which the property was acquired. (Not applicable to property furnished by the Federal Government). Yi!. Location, use, and condition of the property and che date the infor~ation was reported. yiU-.. Unit acquisition cost. is. Ultimate disposition data, including date of disposal and sales price or the method used to determine current fair matket value where a grantee compensates the Federal agency for its share. g. Property owned by the Federal Government must be marked to indicate fe'deral oloTTlership. f.. A physical inventory of property shall be taken and the results reconciled with the property records at least once every 2 years. Any differences between quantities determined by the physical inspection and those shown in the accounting records shall be investigated to determine the causes of the difference. The grantee shall, 1n connection with the inventory, verify the existence, current utilization, and continued need for the property. \'I~ ~\\,V . FmHA Instruction 1942-G Attachment 1 Page 12 Agenda Item No. 16G3 June 22, 2010 Page 36 of 41 " ~ A control system shall be in effect to ensure adequate safeguards to prevent loss, damage, or theft of the property. Any loss, damage I or the theft of nonexpendable property shall be investLgated and fully documented; if the property was owned by the Federal Government, the grantee shall promptly notify FmHA. .J ~. Adequate maintenance procedures shall be implemented to keep the property 1n good condition. ,f. Where the grantee is authorized or required to sell the property, proper sales procedures shall be established which would provide for completion to the extent practicable and result in the highest possible return. g. Expendable personal property shall vest in the grantee upon acquisition. If there is a residual inventory of such property exceeding $1,000 in total aggregate fair market value, upon termination or completion of the grant and if the property is not needed for any other federally sponsored project or program, the grantee shall retain the property for use on nonfederally sP?nsored activities, or sell it, but must, in either case, compensate the Feder;'l Goverrunent for its share. The amount of compensation shall be computed in the same manner as nonexpendable personal property. This Attachment covers the following described personal property and any additional property acquired wholly or in part with grant funds (use continuation slteets as necessary): ~~en real property is no longer needed as provided above, return all real property, furnished or purchased wholly with Federal grane funds to the grantor. In the case of property purchased in part with Federal grant funds, the grantee may be permitted to take title to the Federal interest therein upon compensating the Federal Government for its fair share of the property. The Federal share of t.he property shall be the amount computed by applying the percentage of the Federal participation in the total cost. of the grant program for which the property was acquired to the current fair market. value of the property. This Attachment Covers ehe following described real property purchased/to be purchased wholly or in part with grant funds (use continuation sheets as necessary): Agenda Item No. 16G3 June 22, 2010 Page 37 of 41 ASSIGNMENT OF LEASE FROM GLOBAL MANUFACTURING TECHNOLOGY, INC. TO KPK MANAGEMENT, INC. WHEREAS, on August II, 1999, the Collier County Airport Authority, a Dependent District established pursuant to Collier County Ordinance No. 93-36, and affirmed by Collier County Ordinance No. 95-67, with offices at 2003 Mainsail Drive, Naples, Florida, 34114, (hereinafter referred to as "AUTHORITY") and Global Manufacturing Technology, Inc., whose address is 160 Airpark Blvd., Immokalee, Florida 34142, entered into a Lease (hereinafter referred to as the "BASIC AGREEMENT"), which Agreement was amended on May 13, 2002, and was amended for the second time on the ~ Day of October, 2002. WHEREAS, The officers and stockholders of Global Manufacturing Technology, Inc., a Florida Corporation, have formed KPK Management, Inc., a Florida Corporation (Subtenant! Assignee) as a property management company; and WHEREAS, Global Manufacturing Technology, Inc., and KPK Management, Inc., deem it advantageous to assign the BASIC AGREEMENT, as twice amended, from Global Manufacturing Technology, Inc. to KPK Management, Inc. The Collier County Airport Authority does not object to this assignment. NOW, THEREFORE, the parties agree as follows: 1. The BASIC AGREEMENT, as amended, is hereby assigned in its entirety from Global Manufacturing Technology, Inc. to KPK Management, Inc., and the assignment is hereby accepted by KPK Management, Inc. Use of the premises shall be strictly limited to business uses as described in the BASIC AGREEMENT, as amended. 2. The effective dale of this Assignment shall be November 1,2002. Agenda Item No. 16G3 June 22. 2010 Page 38 of 41 2002. The parties signed this Assignment this J t(di day of f}-r ~cI'~- ATT~ By: ~ /Robert Tweedie, First Witness liad d1NY7~ Gail Hambright, Seco WItness ATTEST: ~UA/T.O! First Witness for President Print Name Io.w ruJe f faJ I ATTEST Print Name: ~;-e.tUCe F;-.: I Approved as to form and kgal sufficiency: COLLIER COUNTY AIRPORT AUTHORITY By: ~~. GLOBAL MANUFACTURING, INe., a Florida Corporation, Assignor. By~ ~C)~ Donna Fox, President (L.S.) a~ (I.)\^'l'~ Second Witness for President I printNam:?onn\~ lU- ht \J KPK Management, Inc.. A Florida Corporation, Assignee. ~ BY~~ ~"'1J (LIS.) Donna FQx, its President '\k Second Witness for President Print Namefunn Ie ~CJ h-t-- 2 SECOND AMENDMENT TO ASSIGNMENT OF LEASE FROM GLOBAL MANUFACTURING TECHNOLOGIES, INC. TO KPK MANAGEMENT, INC. Agenda Item No. 16G3 June 22, 2010 Page 39 of 41 WHEREAS, the Collier County Airport Authority (Authority) has an agreement with Global Manufacturing Technologies, Inc. (Subtenant) a Florida Corporation, dated August 11, 1999 hereinafter referred to as the "Base Agreement". WHEREAS, Subtenant leases the manufacturing Incubator from the Authority at 8 rate of $2,870.83 per month. Subtenant owes $796.82 in back rent, plus $1,757.86 in previously abated late fees reinstated in November 2002, and $749.63 accrued late fees since December 2002. WHEREAS, Subtenant has requested that all late fees accrued be abated. NOW, THEREFORE, said Base Agreement is amended as follows: 1. Article III Item E is amended as follows: 1. Late fees of $2,507.49 will be abated. 2. The balance of$645.69 due in back rent will be paid within 30 days of execution of this amendment. 3. All other terms and conditions of the Base Agreement remain in full force and effect. IN WITNESS THEREOF, the parties hereto have signed this second Amendment to AS5ianment of Lease this 10 t:h day of ,I/"JU5 t- 2004. AITE~'-^<. l~ Eugene Schmidt--' Executive Director ~Q~ ~Of ,;-- Joan Greco COLL:~p~~?_ Dennis P. Vasey, Chainnan '/ Date: 3' -']-D L/ Witnesses: TWO WITNESSES REQUIRED By: (L.S) ~lL-~ FIRST WITNESS '_ )OH-N 1,,::). K ll<..c...w-i6K.. A:c;e o;rst Witnessw ~ SECOND WITN~ U~,o... A. Hc.,..,....o.~a... Print Name of Second Witness Date: 8//0/0Y f I Approved as to form and legal sufficiency: T.."", f\'Jl.-- Tom Palmer, Assistant County Attorney F:\Leases\SECOND AMENDMENT TO GLOBAL TECH ASSIGNMENT.doc -- Agenda Item No. 16G3 June 22. 2010 Page 40 of 41 THIRD AMENDMENT TO ASSIGNMENT OF LEASE FROM GLOBAL MANUFACTURING TECHNOLOGIES, INC. TO KPK MANAGEMENT, INC. WHEREAS, the Collier County Airport Authority (Authority) has an agreement with Global Manufacturing Technologies, Inc. (Subtenant) a Florida Corporation, dated August II, 1999 hereinafter referred to as the "Base Agreement". WHEREAS, the Base Agreement was assigned to KPK Management, Inc. a Florida Corporation on October 14,2002. WHEREAS, the Authority and Subtenant are desirous of amending the Base Agreement to set a new five (5) year schedule of Annual Sublease Rent. WHEREAS, the Authority and Subtenaot are desirous of amending the Base Agreement to allow the Authority to manage the maintenance and irrigation of the landscaping within the Common Area surrounding the Subleased Premises and receive reimbursement for such service. NOW, THEREFORE, IT IS HEREBY RESOLVED BY THE COLLIER COUNTY AIRPORT AUTHORITY, that the Base Agreement be amended as follows: I. Article III Item A I is amended as follows: I. Subtenant shall pay to Authority the following rent: Lease Year 6: Lease Year 7: Lease Year 8: Lease Year 9: Lease Year 10: $2.63 per square foot per year $2.77 per square foot per year $2.9] per square foot per year $3.06 per square foot per year $3.22 per square foot per year The Subleased premises is 13,000 square feet. Annual Sublease Rent shall be based on the above price per square foot schedule. 2. Article VI Item E is amended as follows: Subtenant shall reimburse the Authority for the cost of water used to irrigate and the cost of maintaining the landscaping within the Common Area surrounding the Subleased Premises. The cost of these services will be the actual cost of water each month aod fifty percent (50%) of the actual costs incurred for maintaining the laodscape by the Authority. The Authority will submit an invoice for payment to the Subtenant each month. Payment from Subtenant to Authority shall be made in addition to Rents and Fees outlined in Article III A, and in accordance with Article III B. All other terms and conditions of the Base Agreement remain in full force and effect. IN WITNESS THEREOF, the parties hereto have signed this Third Amendment to Assignment of Lease this 30 -tYl day Of'\\\'~\"'--T 2005. Y:\lmmokalce Regional Airport\Lcases\Amendments\KPK MngmL. THIRD AMENDMENT 07-US.doc Agenda Item No. 16G3 June 22, 2010 Page 41 of 41 TIDRD AMENDMEi\'T TO ASSIGi\'MEi\'T OF LEASE FROM GLOBAL MANUFACTURING TECHNOLOGIES, INC. TO KPK MANAGEMENT, INC. By: LIER COUNTY AIRPORT AUTHORITY By: ~f'G 0 eresa ook, Executive Director Date: r ,poS- Date: g/.ijo,s' , , ~ Witn s: . . .-a.J Signature ~ Witness: O~)I-~) Signature Licensee: KPK Management, Inc. (TWO WITNESSES REQUIRED) ~ ) 11 ~ ~~ \..L (L.S) First Witness:\~iM.L.' Signature of Officer / ~,'>---:~~, ~j~<-- printed~",,,-...,,,,,~'t> lo..J Second Witne : ~(tt Date: ~ - ~ c - ~ "\' Approved as to form and legal sufficiency: ll~ ~J~ Tom Palmer, Assistant County Attorney Y:\lmmokalec Regional Airport\Leases\Amendments\KPK Mngmt. - THIRD AMENDMENT 07-05.doc