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Agenda 10/23/2018 Item #16G 110/23/2018 EXECUTIVE SUMMARY Recommendation to approve terminating the current Sub-Lease Agreement between the Marco Island Senior Squadron - Civil Air Patrol and the Collier County Airport Authority and entering into a new Collier County Airport Authority Standard Form Long-Term Lease Agreement. OBJECTIVE: To enable the Marco Island Senior Squadron - Civil Air Patrol (CAP) to amortize their proposed capital investment in infrastructure at the Marco Island Executive Airport (MKY) over a longer period by executing a new Land Lease Agreement. CONSIDERATIONS: On February 10, 2003, the Collier County Airport Authority (Authority) entered into a sub-lease agreement with the CAP for a now improved parcel of land at the Marco Island Executive. The term of that agreement is twenty (20) years, with a one (1) time option to extend for nine (9) years. On September 10, 2017, the hangar facility constructed by the CAP on that leasehold was destroyed by Hurricane Irma. The CAP now intends to invest significant capital to rebuild the hanger to its pre- hurricane condition. To support the investment in the new infrastructure, the CAP has requested that the Authority enter into a new twenty-year ground lease agreement without an early termination for convenience. The Airport Authority Leasing Policy, as amended by the BCC on June 27, 2017 (Agenda Item 16G1), recognizes that additional investments in leasehold improvements require the Lessee to amortize their investment over a longer period of time. Recognizing that the interests of the public and surrounding community as a whole are best served by CAP’s continued presence on Airport property, Authority staff has reviewed this request, and recommends entering into a new long-term ground agreement with CAP. The parties desire to terminate the current sub-lease agreement and execute a new lease agreement to supersede that agreement. Upon execution, the Lessee shall have thirty (30) days to submit a schedule for all design/permitting/construction activities. Construction must commence no later than twelve (12) months from the effective date and must be completed within one (1) year from commencement. The term of the new lease agreement shall commence on January 1, 2019 and end on December 31, 2039, with a one-time option for one nine-year renewal. The initial annual rent will be $2,448, consistent with the most recent market analysis completed by Collier County Real Property Management. Rent shall be due and payable by the first day of each calendar year during the term of this agreement, beginning January 1, 2019. FISCAL IMPACT: Rent, and all applicable taxes shall be deposited in the Airport Authority Operating Fund (495), Marco Island Executive Airport Cost Center (192370). GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this Executive Summary LEGAL CONSIDERATIONS: The Long-Term Ground Lease may be terminated by the Authority with 30 days’ notice to CAP if CAP utilizes the Premises in any manner inconsistent with the approved use. Recognizing that CAP will be constructing a new hanger consistent with its pre-hurricane hanger at its sole cost, the Long-Term Ground Lease does not contain a termination for convenience. This item is approved for form and legality and requires a majority vote for Board approval. - JAB 16.G.1 Packet Pg. 1725 10/23/2018 RECOMMENDATION: To terminate the current sub-lease agreement and approve and authorize the Chairman to execute the attached Collier County Airport Authority Standard Form Lease Agreement between the Marco Island Senior Squadron - Civil Air Patrol (CAP) and the Authority. Prepared by: Justin Lobb, Airport Manager, Airport Authority ATTACHMENT(S) 1. FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (PDF) 2. Lease_Review_Ltr_May_2018 (PDF) 3. CAP License Agreement (MKY) - 2-3-2003 (PDF) 16.G.1 Packet Pg. 1726 10/23/2018 COLLIER COUNTY Board of County Commissioners Item Number: 16.G.1 Doc ID: 6666 Item Summary: Recommendation to approve terminating the current Sub-Lease Agreement between the Marco Island Senior Squadron - Civil Air Patrol and the Collier County Airport Authority and entering into a new Collier County Airport Authority Standard Form Long-Term Lease Agreement Meeting Date: 10/23/2018 Prepared by: Title: Operations Coordinator – Airport Authority Name: Debra Brueggeman 09/11/2018 1:50 PM Submitted by: Title: Division Director - Operations Support – Growth Management Department Name: Gene Shue 09/11/2018 1:50 PM Approved By: Review: Growth Management Department Gene Shue Additional Reviewer Completed 09/17/2018 9:31 AM Growth Management Department Diane Lynch Level 1 Reviewer Completed 09/17/2018 10:26 AM Growth Management Operations Support Christopher Johnson Additional Reviewer Completed 09/24/2018 5:07 PM Airport Authority Justin Lobb Additional Reviewer Completed 09/25/2018 10:00 AM Growth Management Department James C French Deputy Department Head Review Skipped 09/25/2018 5:14 PM County Attorney's Office Jennifer Belpedio Level 2 Attorney of Record Review Completed 10/01/2018 2:29 PM Growth Management Department Thaddeus Cohen Department Head Review Completed 10/02/2018 12:55 PM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 10/02/2018 1:31 PM County Attorney's Office Emily Pepin CAO Preview Completed 10/02/2018 3:19 PM Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 10/08/2018 1:52 PM Budget and Management Office Mark Isackson Additional Reviewer Completed 10/08/2018 3:57 PM County Manager's Office Heather Yilmaz Level 4 County Manager Review Completed 10/15/2018 10:07 AM Board of County Commissioners MaryJo Brock Meeting Pending 10/23/2018 9:00 AM 16.G.1 Packet Pg. 1727 COLLIER COUNTY AIRPORT AUTHORITY STANDARD FORM LONG-TERM GROUND LEASE CIVIL AIR PATROL IN AND FOR MARCO ISLAND SENIOR SQUADRON This Collier County Airport Authority Standard Fonn Lease, (hereinafter referred to as 'Lease,') is entered into this_ day of , 2018, by and between the CIVIL AIR PATROL (hereinafter referred to as "CAP"), a Congressionally chartered non-profit federal corporation and the official Auxiliary of the United States Air Force, with the mailing address of Florida Wing Headquarters, 4040 Crossfield Way, Suite 6 Lakeland, FL 3 3 811, (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 'Authority,') collectively stated as the 'Parties.' W I T NE S S E T H: WHEREAS, on February 10, 2003, the Authority and Lessee entered into a Sub-Lease Agreement for a parcel now improved with the Civil Air Patrol in and for the Marco Island Civil Air Patrol Senior Squadron Hangar at the Marco Island Executive Airport; and WHEREAS, on Septemer 10, 2017, the Civil Air Patrol Hangar was destroyed by Hurricane Irma, and the Civil Air Patrol now intends to invest signficiant capital to rebuild the Hangar to its pre-hurricane condition; and WHEREAS, the Authority recognizes the investment to improve the leasehold requires the Lessee to amortize its investment over a longer period of time in accordance with the Authority's Lease Policy; and WHEREAS, the interests of the public and the community as a whole are best served by the Lessee's continued presence on Airport property; and WEHEREAS, the Parties desire to terminate the Sub-Lease Agreement and execute a new Lease to supersede that agreement. 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 Authority conveys to the Lessee the present possessory interest in the Premises described below. This Long-Term Ground Lease supersedes the February 10, 2003, Sub-Lease and any and all other agreements between the Authority and Lessee in the Premises described below Page 1of14 16.G.1.a Packet Pg. 1728 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) 2. Description of Premises. The leased area, which is the subject of this Lease, is approximately 6,000 square feet, located at the Marco Island Executive Airport, in Collier County, Florida, as shown in Exhibit "A," (hereinafter referred to as the 'Premises'). 3. Conditions to Conveyance. Lessee warrants and represents to Authority 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 Premises for storage of equipment, materials and aircraft required for the Licensee's non-commercial, not-for-profit governmental aeronautical activities. Lessee may not sub-lease hangar space to private aircraft owners. Any non-aeronautical use of the premises that does not support lessee's Civil Air Patrol mandated_aeronautical activity is prohibited. Authority 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 herein, and such cessation of use shall continue for a period of sixty (60) days, this Lease, at the option of the Authority, upon thirty (30) days written notice to the Lessee, shall be terminated and Lessee shall surrender and vacate the Premises to the Authority 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. Lessee shall not use or allow anyone to use the Premises for residential purposes or as a public meeting place or facility of any kind. Lessee shall not store any non-Civil Air Patrol vehicles, equipment or aircraft on or near the Premises. Lessee shall be allowed to park in the parking area adjacent to the Premises. 5. Permissible Construction, Alterations and Additions to Premises. Lessee may not construct any building or make any alterations of additions to the Premises, including signage or other exterior fixtures without obtaining Authority's prior written consent, which consent may be withheld at Authority's sole discretion. Notwithstanding the foregoing, Lessee shall: a) Design, permit and rebuild the previously destroyed Civil Air Patrol- owned hangar section of the building ("Hangar") to its pre-hurricane condition in compliance with all governmental regulations, at the Civil Air Patrol's sole cost and expense. The plans, specifications and building design for the Lessee's improvements to be constructed on the Leased Land are subject to reasonable approval by Lessor. b) Prior to applying for any building permit for improvements to the Leased Land, Lessee shall submit to Lessor for its approval such plans and Page 2 of14 16.G.1.a Packet Pg. 1729 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) specifications necessary to obtain a building permit for Lessee 's intended improvements. c) Lessor shall have thirty (30) days after receipt of any submittal by Lessee to review Lessee's submittals and provide a written response as to whether the submittal is approved as submitted, not approved as submitted, or Lessor may provide Lessee with requested changes. If the submittal is not approved or if Lessor requests changes, Lessee shall submit revised plans that will meet with Lessor 's approval or incorporate the requested changes into the plans . If Lessee determines not to revise its plans then Lessee may terminate this Ground Lease. Lessee may make nonmaterial changes to the approved plans from time to time to accommodate site issues or operating changes to Lessee 's use of the Leased Land. Material changes from the approved plans will require Lessor's written approval , which approval shall not be unreasonably withheld. All plans shall be in conformity with Collier County standards. d) Within 30 days after the effective date of this Agreement, Lessee shall provide Lessor with Lessee 's proposed schedule for the submittal of Lessee 's application for all of the permits that must be obtained prior to commencement of construction. On or before the tenth day of each month thereafter, Lessee shall provide Authority written updates concerning the status of each application . At minimum, the updates shall identify : (a) any known or anticipated delay in the issuance of any permit; (b) the cause and anticipated length of such delay ; and ( c) steps Lessee is taking to minimize the delay and otherwise ensure the time issuance of permits. Lessee may not commence construction or perform related sitework without a permit. Lessee shall provide written notice to Authority at least two (2) business days prior to commencement of construction of the Hangar. Construction must commence no later than 12 months from the date of this Ground Lease. In the event Lessee does not commence construction within such period, then the Lessor shall have the right to terminate this Lease and neither party shall have any further obligations to the other party. Upon · commencement of construction, Lessee shall diligently pursue said construction to completion and complete said construction on or before one (1) year from commencement, subject to delays beyond the control of the Lessee. Lessee shall be solely responsible for the costs of repairing any damage to Lessor's roads, water and sewer facilities or other infrastructure located within or outside the Leased Land resulting from construction or use by Lessee , its agents , officers or employees. Lessee must demonstrate to Lessor that it has sufficient fi.mds necessary to complete any proposed project, and Lessor may require, as part of its approval , the posting of a construction bond or like security to assure completion of the proposed project. Upon completion of any improvements, Lessee shall provide Authority with "as-built" plans and an "as built" survey certified to the Authority. Page 3of14 16.G.1.a Packet Pg. 1730 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) 6. Term of Lease. The term ofthis Lease shall commence on the pt day of January, 2019 and end on the 3 lst day of December, 2039 ("Initial Term"). So long as the Lessee is not in default of any of the terms herein and has no payment arrearages, the Leesee shall have a one (1) time option at its discretion to extend the term for one ( 1) nine (9) year term if it provides Authority with (120) one hundred twenty days written notice prior to the expiration of the Initial Term, under the same terms and conditions (less this option provision) ("Option Term"). 7. Rent. In accordance with the provisions of Federal Register, Vol. 64, No. 30 regarding leases to Civil Air Patrol units, the total annual rent for the Premises which the Civil Air Patrol hereby covenants and agrees to pay as rent shall be the sum of $2,448 annually (the 'Base Rental' at $.408 per square foot annually), and shall be due and payable by the first day of each calendar year during the term hereof, beginning on January 1, 2019. If the terms of this Lease shall commence on a day other than the first day of the month, Lessee shall pay rental equal to one thirtieth (1/30th) of the monthly rental multiplied by the number of rental days of such fractional month. The lease rental rate shall at no time be less than the Base Rental. The Authority and Lessee, however, agree and stipulate that the lease rental rate may be unilaterally increased by the Authority, annually in accordance with the Authority's lease rental rate adjustment program. Currently the adjustment program is based on changes in the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index (the Index for U .S. City Average for Urban consumers). All rents and fees shall be made payable to the Collier County Airport Authority, and mailed by first class letter, postage prepaid, or personally delivered, to the Administrative Offices at 2005 Mainsail Drive, Suite 1, Naples, Florida 34114, or such other address as the Airport Manager may designate in writing. Notwithstanding the proceeding, the Authority understands and agrees the Civil Air Patrol is a tax-exempt federal corporation. 8. Net Lease. This is a fully net lease, with Lessee responsible for one hundred percent (100%) all costs, fees and charges concerning the Premises . Provided however, Authority understands and agrees that CAP is a tax-exempt federal corporation. Accordingly, Lessee shall promptly pay when due and prior to any delinquency all costs, fees, trash removal services, assessments, utility charges, and obligations of any kind that relate to the Premises. Lessee will be solely responsible for any and all claims, costs and obligations arising from Lessee's use of the Premises. In case any action or proceeding is brought against Authority by reason of Lessee 's use of the Premises, Lessee agrees to be responsible for its own acts of negligence or its respective agents' acts of negligence when acting within the scope of their employment, and agrees to be liable for damages resulting from said negligence subject to statutorily established liability limits including but not limited to those set forth under federal law. It is specifically agreed however, that Authority 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 Mortgages. Lessee shall not in any way encumber the Premises, and shall promptly remove any and all liens placed against the Premises . All persons to whom these presents may come are put upon notice of the fact that the interest of the Authority 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 Authority 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 4of14 16.G.1.a Packet Pg. 1731 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) 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 Authority, 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, interior painting, janitorial, fixtures and appurtenances (lighting , heating, plumbing, and air conditioning, and other components /systems to the extent exclusively servicing the Leased Premises). Such repair may also include interior structural repair, if deemed necessary by the Lessee. If the Premises are not in such compliance in the reasonable opinion of Authority, 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, Authority may cause the same to be corrected and Lessee shall promptly reimburse Authority for the expenses incurred by Authority, 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 . During the term of this Lease, Lessee may erect appropriate signage on the 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 Authority ; Authority 's consent will not be unreasonably withheld. 12. Casualty and Condemnation a. Casualty. The Authority understands and agrees that the Hangar and other improvements on the Premises are the sole and exclusively owned property of the Civil Air Patrol. If the Premises are destroyed , rendered substantially inhabitable, or damaged to any material extent, as reasonably determined by Lessee, by fire or other casualty, Lessee may use Civil Air Patrol insurance proceeds , (hereinafter referred to as "Proceeds,") to rebuild or restore the Premises to substantially its condition prior to such casualty event unless the Authority provides the Lessee with a written determination that rebuilding or restoring the Premises to such a condition within a reasonable period of time is impracticable or would not be in the best interests of the Authority . If the Civil Air Patrol elects not to repair or replace the improvements , then Lessee or Authority 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 Authority, Lessee will proceed with reasonable diligence, at no cost or expense to Authority , to rebuild and repair the Premises to substantially the condition as existed prior to the casualty . b. Condemnation. Authority may terminate this Lease by written notice as part of a condemnation project. Authority will use its best efforts to mitigate any damage caused to Lessee as a result of such termination ; however, in no event Page 5of14 16.G.1.a Packet Pg. 1732 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) will Authority be liable to Lessee for any compensation as a result of such termination. 13. Access to Premises. Authority, 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 Initial Term or Option Term, as applicable, Lessee shall redeliver possession of the Premises to Authority in good condition and repair less normal wear and tear. Lessee shall have the right at any time during Lessee's occupancy of the Premises to remove any of its trade fixtures, personal property, equipment, and signs. At the termination of the Initial Term or Option Term, as applicable, Authority shall have the sole option of either requiring Lessee to demolish and remove the Hangar and all improvements made by Lessee to the Premises upon Lessee's vacation thereof, or for Authority to retain Hangar and said improvements and fixtures on the Premises which improvements and fixtures will become the property of the Authority without any cost upon Lessee's vacation of the Premises. During the Initial Term of this Lease, Lessor has the option to purchase the Hangar and other improvements for fair market value as determined by an independent property appraiser selected and contracted by Lessor. Such transaction must be memorialized in writing by the Authority and Lessee. Otherwise, the Premises shall remain under the ownership of Lessee. All other improvements, alterations or additions made by the Lessor remain the property of Lessor and shall remain upon and be surrendered by the Lessee. 15. Assignment. This Lease is personal to Lessee. Accordingly, Lessee may not assign this Lease or sublet the building constructed on the Premises by Lessee without the express prior written consent of the Authority, which consent may be withheld in Authority's sole discretion. Any purported assignment or sublet without the express written consent of Authority shall be considered void from its inception and shall be grounds for the immediate termination of this Lease. Authority may freely assign this Lease upon written notice to Lessee. a. Notice to the Authority: Should the Lessee intend to assign this Lease, sublet the Premises or a portion thereof, sell or encumber its interest in the Lease, the Premises, or in any improvements thereon, or allow any other persons or entities (except Lessee's authorized representatives) to occupy or use all or any part of the Premises, it shall first provide sixty ( 60) days written request for consent for such alienation to the Authority prior to the date intended for the assignment of the Lease, sublease, sale, use or encumbrance. Consent by the Authority with respect thereto shall not unreasonably be withheld, provided, however, that adequate security deposits and guarantees of the obligations under the Lease, as deemed appropriate in the sole and absolute discretion of the Authority, are executed and delivered. Further, the Authority may condition its consent upon an increase in the Lease rental rate and may require other conditions or covenants before consenting to an assignment or sublease. Any assignment, sublease, sale, or encumbrance by Lessee is voidable and, at the Authority's election, constitutes a default of this Lease if not accomplished in accordance with this Section. Further, the consent to Page 6of14 16.G.1.a Packet Pg. 1733 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) an assignment, sublease, sale or encumbrance does not constitute a further waiver of the provisions under this Lease b. Grant of Right of First Refusal to the Authority: Notwithstanding the foregoing, in the event Lessee intends to assign this Lease, sublet the Premises or a portion thereof, sell or encumber its interest in this Lease, the Premises or in any improvements thereon, Lessee shall first offer to assign, sublet, sell or encumber such interest to the Authority under the same terms and conditions offered to the proposed assignee, purchaser, sublessee or mortgagee, in writing, ninety (90) days prior to the date intended for any such assignment of the Lease, sublease, sale or encumbrance. The Authority shall have sixty (60) days within which to exercise its right of first refusal, in writing, or it shall be deemed to have been waived by the Authority. 16. Insurance. The Lessee shall provide all insurance deemed appropriate by the Authority, as determined by the Collier County Risk Management Department, as set forth on the attached Exhibit 'B'. a . Civil Air Patrol , as an instrumentality of the United States of America, is self- insured, and carries only certain commercial liability insurance . However, in the manner and to the extent provided by the Federal Tort Claims Act (28 USC§ 2671 et. seq.), the United States of America may be liable to third parties for personal injury or damage or loss of property caused by the negligent acts or omissions of members of the CAP while assigned to duty and acting within the scope of their duties . b. As an entity of the United States of America, Civil Air Patrol does not maintain worker's compensation insurance coverage. A CAP member who is injured or dies while performing assigned duties and acting as an employee of the US Air Force may be entitled to statutorily prescribed medical treatment and/or death or disability compensation from the United States Department of Labor as a Federal employee under the Federal Employees Compensation Act. 5 U.S.C. 8101 et seq. 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: i. Abandonment of Premises or discontinuation of Lessee's operation. ii. Lessee's material misrepresentation of any matter related to this Lease. 111. Filing of insolvency, reorganization, plan or arrangement of bankruptcy. iv. Adjudication as bankrupt. v. Making of a general assignment of the benefit of creditors. vi. If Lessee suffers this Lease to be taken under any writ of execution and/or other process of law or equity. Page 7of14 16.G.1.a Packet Pg. 1734 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) vu. Lessee's failure to utilize the Premises as set forth in this Lease. vm. 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 perfonn or comply with any material covenant or condition made under this Lease, which failure is not cured within ninety (90) days from receipt of Authority's written notice stating the non- compliance shall constitute a default (other than those covenants for which a different cure period is provided), whereby Authority 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 Authority 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 Authority except to the extent then prohibited by law. b. Remedies of Authority. i. In the event of the occurrence of any of the foregoing defaults, Authority, 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 Authority has removed and stored property, Authority shall not be required to store for more than thirty (30) days. After such time, such property shall be deemed abandoned and Authority 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 Authority under this Lease, and if said sum remains unpaid for more than five (5) days past the due date, the Lessee shall pay Authority 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 Authority. iii. To the extent permitted by federal law, Authority may sue for direct, actual damages arising out of such default of Lessee or apply for injunctive relief Page 8of14 16.G.1.a Packet Pg. 1735 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) 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. To the extent permitted by federal law, Authority shall be entitled to reasonable attorney's fees and costs incurred arising out of Lessee's default under this Lease. c. Default by Authority. Authority shall in no event be charged with default in the performance of any of its obligations hereunder unless and until Authority 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 Authority by Lessee properly and in meaningful detail specifying wherein, in Lessee's judgment or opinion, Authority has failed to perform any such obligation(s). d. Remedies of Lessee. To the extent permitted by federal law, 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 Authority's breach of this Lease, and also waives any claim it might have to attorneys' fees and costs arising out of Authority's breach of this Lease. Lessee's remedies for Authority'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 Authority under this Lease. 11. Lessee may cure any default of Authority and pay all sums or do all reasonably necessary work and incur all reasonable costs on behalf of and at the expense of Authority. Authority will pay Lessee on demand all reasonable costs incurred and any amounts so paid by Lessee on behalf of Authority, 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 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 Authority. No waiver by Lessee or Authority 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. Page 9of14 16.G.1.a Packet Pg. 1736 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) 18. Lease Policy. Lessee shall be provided with the Authority's Lease Policy which the Authority may 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 Policy, as of the 1st day of the second month Lessee receives a copy of the Lease Policy or an amended Lease Policy. With respect to any terms in this Lease Agreement which are in conflict with the Lease Policy the Lease Policy 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 and uniform landing fees, 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. 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 except for those matters, actions, and disputes governed by federal law for which venue shall be in the United States District Court for the Middle District of Florida, Fort Myers division. 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. 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 Authority: Airport Manager Collier County Airport Authority 2005 Mainsail Drive, Suite 1 Naples, Florida 34114 Page 10of14 16.G.1.a Packet Pg. 1737 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) cc: If to Lessee: cc: Real Property Management 3335 Tamiami Trail East, Suite 101 Naples, Florida 34112 Civil Air Patrol, Florida Wing HQ Attn: Wing Commander 4040 Crossfield Way, Suite 6 Lakeland, FL 33811 Marco Island Senior Squadron Attn: Commander PO Box 225 Marco Island, FL 34146 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 Authority. 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 Authority. 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 Authority is not providing any vacation time, sick pay, or other welfare or retirement benefits normally associated with an employee-employer relationship and that Authority 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. 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 will not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any Hazardous Materials upon or about the 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. Page 11of14 16.G.1.a Packet Pg. 1738 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) 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 to 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 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 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, Authority shall have the right to terminate this Lease and to re-enter into another lease as if this Lease had never been made or issued. The provision shall not be effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are followed and completed, including exercise or expiration of appeal rights. 31. Dominant Agreements Property Rights Reserved, Indemnification. This Lease is subordinate and subject to all existing agreements between the Authority and the Federal Aviation Administration (FAA), the Authority and the State of Florida, and the Authority and Collier County as well as all laws, ordinances and regulations that govern or may otherwise negatively affect Authority if this Lease were to remain in effect. The Authority reserves the right to immediately terminate any lease that the FAA has found to interfere with any existing agreement or the safe operation and/or maintenance of the airport or otherwise conflict with regulations governing public- use airports. Lessee agrees to release Authority and the County and waive any claims arising out of any determination by the FAA that causes Authority or County to terminate this Lease. Furthermore, and during the time of war or national emergency, the Authority shall have the right to lease the landing area or any part thereof to the United States Government for military or naval or similar use, and, if such lease is executed, the provisions of this Lease insofar as they are inconsistent with the provisions of the lease to the Government, shall be suspended . Page 12of14 16.G.1.a Packet Pg. 1739 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) ·---·-·------------------------, 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 this Lease , at Lessor's sole cost and expense . 33. The Authority and the Civil Air Patrol agree to be responsible for their own acts of negligence or their respective agents' acts of negligence when acting within the scope of their employment and agree to be liable for damages resulting from said negligence subject to statutorily established liability limits including but not limited to those set forth in Section 768.28 of the Florida Statutes and under federal law. The Authority understands that Civil Air patrol , as an instrumentality of the United States of America, is statutorily prohibited by the Anti-Deficiency Act (31 U.S.C. § 1341) from entering into agreements to indemnify or hold harmless any party or to enter into any agreement providing liquidated damages. Neither Civil Air Patrol nor the Authority intend by entering into this Agreement to waive their rights to sovereign immunity and/or their limits of liability as provided respectively under federal or State of Florida law notwithstanding whether any such obligations are based in tort, contract, statute, strict liability, and negligence, product liability or otherwise. Provided further that the Authority and CAP acknowledge that the Federal Tort Claims Act (Title 28 , United States Code) and/or the Florida Tort Claims Act (Chapter 768 , Florida Statutes) as they are applicable to CAP address tort liability for negligence suits. SIGNATURE PAGE TO FOLLOW REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 13of14 16.G.1.a Packet Pg. 1740 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) IN WITNESS WHEREOF, the Lessee and Authority have hereto executed this Lease the day and year first above written. AS TO THE LESSEE: ~~ 1tness signature &b e£w 12 . lge___ (print name) Witness (signature) (print name) AS TO THE AUTHORITY: Attest: CRYSTAL KINZEL, Interim Clerk By: ________ _ , Deputy Clerk Approved as to form and legality: Jennifer A. Belpedio Assistant County Attorney . Salvador onal Headquarters CAP Chief Operation Officer BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, SERVING AS THE COLLIER COUNTY AIRPORT AUTHORITY ANDY SOLIS, CHAIRMAN Page 14of14 16.G.1.a Packet Pg. 1741 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) Marco Island Executive Airport -Civil Air Patrol Lease Exhibit A 16.G.1.a Packet Pg. 1742 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) i \ Exhibit B Insurance and Bonding Requirements-Airport Facility Leases ~~~'( NRPo..,,..,~ i :: IZJ Aviation Tenant D Non-Aviation Tenant " Insurance I Bond Type 1. D Worker's Compensation 2. IZJ Employer's Liability 3. IZJ Commercial General Liability (Occurrence Form) patterned after the current ISO form 4. IZJ Indemnification 4 . D Automobile Liability Required Limits Statutory Limits of Florida Statutes, Chapter 440 and all Federal Government Statutory Limits and Requirements $_1,000,000 __ single limit per occurrence Bodily Injury and Property Damage $1,000,000 single limit per occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability To the maximum extent permitted by Florida law, the Lessee shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages , losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Lessee or anyone employed or utilized by the Lessee in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. ~-----Each Occurrence; Bodily Injury & Property Damage, Owned/Non-owned/Hired; Automobile Included 5. IZJ Other insurance as IZJ Airport Liability Insurance $ 1,000,000 Per Occurrence noted : bodily injury and property damage IZJ Hangarkeepers Liability aircraft including premise liability IZJ Aircraft Liability Insurance bodily injury and property damage D Pollution Liability Insurance bodily injury and property damage $ 1,000,000 Per Occurrence per $ 1,000,000 Per Occurrence $ Per Occurrence IZJ Property Insurance -Replacement Cost-All Risks of Loss 6. IZJ Lessee shall ensure that all sub-lessees comply with the same insurance requirements that he is required to meet. The same Lessee shall provide County with certificates of insurance meeting the required insurance provisions. 7. IZJ Collier County must be named as "ADDITIONAL INSURED" on the Insurance Certificate for Commercial General Liability where required 8. IZJ The Certificate Holder shall be named as Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR Collier County Government, OR Collier County. The Certificates of Insurance must state the name of the Lease and location of the leased property . 9 . IZJ Thirty (30) Days Cancellation Notice required . Marco Island Senior Squ a dron -Civil Air Patrol Page 1 16.G.1.a Packet Pg. 1743 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) AirSure Limited 25548 Gen esee Trail Roa d Golden , CO 80401 Collier County Airport Authority 2005 Mainsail Drive, Suite 1 Naples FL 34114 MAIL DOCUMENT Certificate of In surance De livery by ecertsonline™ URL : Cert .No,. 41 4294 86 -Ce rtificate of Av iation Li ability : Civ il Air Patrol / Ge neral Co unsel -Collier County A irport Autho 4/19/2018 Enclosed please find the certificate of insurance issued on behalf of the subject insured. If this certificate of insurance is no longer needed , or if you would like to receive futu re certificates via email please feel free to let me know and we will update our files accordingly. ' THIS MESSAGE IS INTENDED FOR THE USE OF THE INDIVIDUAL OR ENTITY TO WHICH IT IS ADDRESSED AND MAY CONTAIN INFORMATION THAT IS PRIVILEGED, CON FI DENTIAL AND EXEMPT FROM DISCLOSURE UN DER APPL ICABLE LAW . IF THE READER OF THE MESSAGE IS NOTTHE INTENDED RECIPIENT. OR THE EMP LOYE E OR AGENT RESPONSIBLE FOR DELIVERING THE MESSAGE TO THE INTENDED REC IPIENT, YOU ARE HEREBY NOTIFIED THAT AA Y DISSEMINATION , DISTRIBUTION OR COPYING OF THIS COMMUNICATION IS STRICTLY PROHIBITED. IF YOU HAVE RECEIVED THIS COMMUNICAT ION IN ERROR, PLEASE NOTIFY US !MEDIATELY BY TELEPHONE , AND RETIJ RN THE ORIGINAL MESSAGE TO US AT Tf!E ~OVE ADDRESS VIA RE()UlJIR POSTAL SERVICE. Ce rt ifi cate of In sura nce De li ve red by ecertsonline ™ Insurance Vis ions, Inc. All rig ht s reserved. 16.G.1.a Packet Pg. 1744 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) ACORD® CERTIFICATE OF AVIATION LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 4/19/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT AirSure Limited NAME: AirSure Limited PHONE 303-526-5300 1 FAX 25548 Genesee Trail Road ,.,,.. .. ,_ ~-•\. IAJC Nol: 303-526-5303 E-MAIL Golden , CO 80401 ADDRESS : PRODUCER .... ~ IC::Tnu~.-. In H · INSURERIS\ AFFORDING COVERAGE % NAIC# INSURED INSURER A : Allianz Global Risk Civil Air Patrol INSURER B : General Counsel 105 South Hansell St., Building 714 INSURER C : Maxwell AFB AL 36112 INSURER D : INSURER E : INSURER F: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED . NOTWITHSTANDING ANY REQUIREMENT , TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . AIRPORT & FBO LIABILITY COVERAGES CERTIFICATE NUMBER: 41429486 REVISION NUMBER· INSURER LEITER I POLICY NUMBER A SA00031101 I EFFECTIVE DATE I EXPIRATION DATE 10/1 /2017 10/1/2020 ADDITIONAL INSURED? (YIN) I SUBROGATION WAIVED ? (Y I N) y N COVERAGE OPTIONS LIMIT APPLIES TO LIMIT LJ $ Bl EA PER $ PREMISES LIABILITY -$10 ,000 ,000 EAOCC PREMISES MEDICAL PAYMENTS $25,000 EA PER $ SALE OF FUEL & OIL LJ $ Bl EA PER $ 10 ,000 ,000 PRODUCTS LIABILITY - EXTENDED $10,000,000 EAOCC COMPLETED EXTENDED LJ $ Bl EA PER $ 10 ,000,000 OPERATIONS -LIABILITY $10,000,000 EAOCC HANGARKEEPERS INCLUDING TAXI LJ LEGAL LIABILITY -$ EA AIRCRAFT $ 10 ,000 ,000 IN FLIGHT FIRE LEGAL LIABILITY $10 ,000,000 ANYONE FIRE PERSONAL INJURY LIABILITY $10 ,000,000 EAOCC $ 10,000,000 ADVERTISING LIABILITY $10,000,000 EAOCC $ 10 ,000 ,000 CONTRACTUAL LIABILITY ./ INCLUDED EX CLUDED COVERAGE CODE DESCRIPTION OPTIONS LIMIT APPLIES TO LIMIT EXCESS AUTO $ 9,000,000 EXCESS 0 $ 1,000,000 EXCESS EMPLOYER $9 ,000 ,000 EXCESS 0 $1 ,000 ,000 IND CONTRACTORS $10,000 ,000 EAOCC $ 10 ,000 ,000 $ $ $ $ $ $ DESCRIPTION OF OPERATIONS I REMARKS IACORD 101, Additional Remarks Schedule, mav be attached if more soace is required) Certificate Holder is included as additional insured but only with respects operations of the Named Insured. Certificate Holder is not covered for claims arising out of their liability as a manufacturer, seller , handler, distributor or service facility of any product or service sold , handled, distributed or provided . CERTIFICATE HOLDER CANCELLATION APPLIES TO PD EAOCC AGGR AGGR EAOCC AGGR AGGR APPLIES TO PRIMARY PRIMARY AGGREGATI Collier Countn Airport Authority SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN 2005 Mainsa1 Drive, Suite 1 ACCORDANCE WITH THE POLICY PROVISIONS . Naples FL 34114 AUTHORIZED REPRESENTATIVE ~~ (CO) Kerin Dodd I © 2009, 2015 ACORD CORPORATION. All rights reserved. ACORD 20 (2016/03) The ACORD name and logo are registered marks of ACORD 41429486 17 -20 GL Coverage s I (COi Kathy Wa l ton I 4/19/2018 9 ,18 ,32 AM (MOTi I Page l of 1 16.G.1.a Packet Pg. 1745 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) Lessee's Insurance Statement We understand the insurance requirements of these specifications and that the evidence of insurability may be required within five (S) days of the award of this Lease agreement . Name of Firm Lessee Signature Print Name Insurance Agency Agent Name Marco Island Senior Squadron -Civil Air Patrol Telephone Number Page 2 16.G.1.a Packet Pg. 1746 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) Florida Wing CAP Mail -Fw: Final Lease Fin Com Approval I (lll'j Florida Wi ng ~CAP Mai l Fw: Final Lease Fin Com Approval 1 message ROBERT CORRIVEAU <cuddysock502@outlook.com> To: Luis Garcia <lgarcia@flwg.gov> Cc : Jim Kaletta <j_kaletta@msn.com>, Robert Boone <boonerg@msn .com> Sir, Page 1of2 Garcia, Luis <lgarcia@flwg.gov> Wed , Aug 29 , 2018 at 3:45 PM Below is the email trail of approval by the Finance Committee for the Collier County Airport Authority Land Lease Agreement. Four members have responded which is the majority of the committee . Bobe From : WILLIAM HUGHES <pegnbill1@comcast.net> Sent : Wednesday, August 29, 2018 3:14 PM To : ROBERT BOONE; ROBERT CORRIVEAU Cc : Mark Senda; Raymond James; Ken Bardon; Steve Riley Subject: Re: Final Lease I also approve the new hanger land lease agreement. Bill Hughes On August 29 , 2018 at 1 :53 PM ROBERT CORRIVEAU <rcorriveau@flwg .us> wrote : I approve, Now we need only one more for a majority vote . Bobe From: ROBERT BOONE <boonerg@msn .com> Sent: Wednesday, August 29 , 2018 12 :30 PM To : ROBERT CORRIVEAU Cc: Bill Hughes ; Ken Bardon; Mark Senda; Raymond James; Steve Riley ; Robert Corriveau Subject: Re : Final Lease I approve . RGB On Aug 29, 2018, at 8:59 AM , Ken Bardon < kenbard@aol.com> wrote : I approve. Ken Bardon http://www.sailblogs.ccm/member/moonbeam Sent from my iPad On Aug 29 , 2018 , at 8:45 AM, ROBERT CORRIVEAU< rco rriveau@ftwg .us> wrote : Good morning all, https://mail.google.com/mail/u/O/?ui=2&ik=OaOc92733e&jsver=TKereZPtSMY.en.&cbl=g ... 9/4/2018 16.G.1.a Packet Pg. 1747 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) Florida Wing CAP Mail -Fw: Final Lease Fin Com Approval Well it looks like we need finance committee approval of this final lease agreement before proceeding . I do not recall needing committee approval when we did the T-hangar lease . But be that as it may the Wing Commander is now looking for us to approve. Mark is out of the country and not reachable. For the rest of us please respond ASAP so we can keep this moving. As previously discussed this is the final lease that both Collier County and CAP/NHQ have agreed to. Bobe From : ROBERT CORRIVEAU <Cuddysock502@outlook.com> Sent: Friday, August 24, 2018 8:07 PM To: Luis Garcia; Jim Kaletta Cc : Bob Boone; Mike Godwin Subject: Fw: Final Lease Good evening Gentlemen, See Justin's email below. Attached is the final lease agreement for signatures. Note, we should get this back ASAP in order not to miss the October Board meeting. Bobe From : LobbJustin <Justin.Lobb@colliercountyfl .gov> Sent : Friday, August 24, 2018 3:31 PM To : Bob Corriveau (cuddysock502@outlook.com) Subject: Final Lease Good afternoon Bob, Attached is the finalized lea se draft for your review. If acceptable, please have this document signed (with two witnesses as required), and als o complete/sign the Insurance Statement included in Exhibit B. Once singed, please have the original document sent to our administrative offices. At this time, we are targeting our Board meeting on 10/9/18 for final execution. Let me know if you have any questions. Have a nice weekend I <imageOOl.jpg> Justin E. Lobb, ACE I Airports Manager Collier County Airport Authority 2005 Mainsail Drive I Naples, FL 34114 tel (239) 642-7878 I fax (239) 394-3515 website I map I email I flyMKY flylMM <image002 .jpg> 'Note email address has changed: Justin .Lobb@colliercountyfl.gov Under Florida Law, e-mail addresses are public records. If you do no t want yo ur e-mail address re leased in response to a public records request, do not send electronic mai l to this entity. Instead, cont act this office by telephone or in writing . <CAP Lease 2018.pdf> https ://mail.google.com/mail/u/O/?ui =2&ik=Oa 0c92733e&jsver=TKereZPtSMY.en .&c bl=g ... Page 2of2 91412018 16.G.1.a Packet Pg. 1748 Attachment: FLWG_CollierCountyAirportAuthorityStandardFormLong-TermGroundLease_2018 (6666 : CAP Land Lease) MARCO ISLAND SENIOR SQUADRON CIVIL AIR PATROL UNITED STATES AIR FORCE AUXILIARY 2003 Mainsail Drive, Naples, FL 34114 May 26, 2018 Mr. Justin Lobb Collier County Airport Authority Airport Manager Dear Justin, Per our conversation of last week let me formally inform the Collier County Airport Authority that our claim with FEMA has been approved. We have been allocated sufficient funds along with our own reserves to rebuild our hangar within the currently leased footprint. CAP/NHQ is now reviewing daft terms with our short list of potential contractors. However, before CAP/NHQ provides final authority and prior to expending material capital investment we have been asked to engage with the Collier County Airport Authority with the goal of revisiting the terms of our lease as a pre-condition to our planned new investment in the airport infrastructure. CAP/NHQ is proposing that a new lease be executed to support the investment in the new structure. The terms and length of the lease would be as previous, 20-year lease with a 9-year extension, conforming with current rules and regulations, and with the added stipulation that CAP can sub-lease hangar space to additional aircraft owners. I would like to set up a meeting to discuss the process to move this request forward. Regards, Robert Corriveau, Major, CAP Squadron Commander FL-376 16.G.1.b Packet Pg. 1749 Attachment: Lease_Review_Ltr_May_2018 (6666 : CAP Land Lease) - MARCO ISLAND CIVIL AIR PATROL SENIOR SQUADRON SUBLEASE OF LAND AND LICENSE OF USES AGREEMENT MARCO ISLAND EXECUTIVE AIRPORT FOR THE FOLLOWING NON-COMMERCIAL AERONAUTICAL ACTIVITIES: NOT FOR PROFIT AUXILIARY OF THE UNITED STATES AIR FORCE Airside Lease Revised: 2-3-03 V:Leaaes/Marco/Civil Air Patrol Lease/2-3-03 Civil Air Patrol Lease 16.G.1.c Packet Pg. 1750 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) ARTICLE ARTICLE I ARTICLE II ARTICLE III ARTICLE IV ARTICLE V ARTICLE VI ARTICLE VII ARTICLE VIII ARTICLE IX ARTICLE X ARTICLE XI ARTICLE XII ARTICLE XIII ARTICLE XIV ARTICLE XV ARTICLE XVI ARTICLE XVII ARTICLE XVIII ARTICLE XIX ARTICLE XX ARTICLE XXI ARTICLE XXII ARTICLE XXIII ARTICLE XXIV ARTICLE XXV ARTICLE XXVI ARTICLE XXVII ARTICLE XXVIII TABLE OF CONTENTS ITEM TERM OF SUBLEASE SUBLEASED PREMISES RENT AND FEES EXCLUSIVE RIGHTS OBLIGATIONS OF AUTHORITY OBLIGATIONS OF SUBTENANT SUBTENANT'S IMPROVEMENTS MAINTENANCE ASSIGNMENT AND SUBLETTING SURRENDER OF PREMISES INDEMNIFICATION AND INSURANCE CONCESSIONS EXCLUDED CONTRACTS TO OTHERS VENDING MACHINES TRADE FIXTURES GOVERNMENT INCLUSION RULES AND REGULATIONS TITLE TO IMPROVEMENTS EARLY TERMINATION AND RELETTING NOTICE OF TERMINATION NON-WAIVER OF RIGHTS SURRENDER OF POSSESSION INSPECTION OF PREMISES HOLDING OVER NO LIENS HAZARDOUS SUBSTANCES WAIVERS AGENT FOR SERVICE OF PROCESS 2 PAGE 5 6 8 9 10 10 14 15 16 17 17 20 21 21 21 22 24 24 25 25 26 26 26 26 27 27 27 28 16.G.1.c Packet Pg. 1751 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) ARTICLE XXIX WAIVER OF CLAIMS 28 ARTICLE XXX HEADINGS 29 ARTICLE XXXI CONSTRUCTION AND SAVINGS 29 ARTICLE XXXII LAND RADIATION EMISSION STANDARDS 29 ARTICLE XXXIII NOTICES 30 ARTICLE XXXIV CANCELLATION 30 EXHIBIT nAn LEGAL DESCRIPTION 33 EXHIBIT "B" SITE PLAN 34 3 16.G.1.c Packet Pg. 1752 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) SUBLEASE OF LAND AND LICENSE OF USES AGREEMENT THIS SUBLEASE OF LAND AND LICENSE OF USES AGREEMENT, made this lOth day of February 2003 between COLLIER COUNTY AIRPORT AUTHORITY, a public body established under County Ordinance 95-67, with offices at 2003 Mainsail Drive, Naples, Florida, 34114, (hereinafter referred to as "AUTHORITY 11 ) and CIVIL AIR PATROL, INC. FOR THE BENEFIT OF THE MARCO ISLAND SENIOR SQUADRON, (A not for profit organization providing "Search and Rescue" and "Emergency Servicesn), P.O. Box 225, Marco Island, FL 34146-0225, {11 Subtenant 11 ). W I T N E S S E T H WHEREAS, Authority is responsible for operation and maintenance of Marco Island Executive Airport owned by and located in the County of Collier, State of Florida, ( "AIRPORT 11 ), 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 sublease the subject real property and other facilities, if any, that are described herein, together with the license of privileges and uses specified herein, as hereinafter set out, and WHEREAS, Subtenant is a Corporation engaged in non-commercial aeronautical activities, and WHEREAS, the parties hereto hereby enter into a Sublease for certain specified Lands and to license certain privileges and uses upon such lands at the Airport, and WHEREAS, as used herein the words Collier County and the County of Collier are used interchangeably and no distinction is intended or should be inferred; and WHEREAS, as used herein any power or authority then delegated to the Executive Director of the Authority or his/her designee, may be performed on behalf of the Authority by the Executive Director and/or his/her designee 4 16.G.1.c Packet Pg. 1753 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) without the inclusion in the respective provision herein of any phrase such as the "Authority'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 1. The term of this Agreement shall be for twenty (20) years. Said term and rent, fees and charges shall have an effective commencement date of March 1, 2003, and a termination date of February 28, 2023. 2. Option to Extend Agreement: Subject to possible prior notice to vacate as noted herein below, Subtenant shall have a one (1) time option to extend this agreement for one (1) nine (9) year term, under the same terms and conditions (less this option provision) If Subtenant then desires to exercise its option, Subtenant must advise the Executive Director in writing of its notice of intent to unconditionally exercise this option, which notice must be actually delivered to the Executive Director not less than one hundred and twenty (120) days nor more than one year prior to the expiration date of the twenty (20) year term. The Executive Director shall place the Subtenant's notice of intent to exercise its option on an agenda of a meeting of the Airport Authority. The Authority shall acknowledge the Subtenant's exercise of its option provided that, before actual delivery to the Executive Director of the notice of intent to exercise the option, the Airport Authority had not caused to be delivered to the Subtenant written notice to vacate the premises based on an alleged violation of this Agreement by Subtenant or any Sub-subtenant. If Subtenant does not exercise its option, but remains in possession of the premises beyond the twenty (20) year term, Subtenant shall automatically become a tenant at sufferance pursuant to Article XXIV herein. This option provision is for the benefit of this Subtenant only, a private not-for-profit entity. This option shall not, without express approval of the Airport Authority, inure to any benefit of any assignee or transferee that is not then recognized by Florida law as a -5- 16.G.1.c Packet Pg. 1754 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) not-for-profit entity, and which approval may include that new conditions be imposed upon and be accepted by the new entity. ARTICLE II SUBLBASBD PRBMISBS 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 sublease unto Subtenant upon the provisions hereinafter set forth, all of which the Subtenant accepts, the Subleased Premises described on Exhibit ''A" and "B" and attached hereto and made a part hereof. Authority also licenses Subtenant, subject to the conditions specified in each respective license, to conduct the specified licensed Non-Commercial Aeronautical Activities on the parts of the airport that are specifically described in Section B, 11 Privileges, Use, and Rights 11 • 2. The Subtenant may enjoy, along with the public, the authorized use of all public airport 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, 11 Privileges, Use, and Rights 11 • 3. "Public Airport Facilities" includes all necessary landing area appurtenances, including, and not limited to, approach 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 the grant of the license and its acceptance by Subtenant is conditioned upon all of the following: (a) It is stipulated and agreed that no functional alteration of the Subleased Premises or change in any use of such premises, shall be made without prior approval of Authority. (b) The privilege to use said public Airport facilities in common with others authorized to do so shall be exercised only subject to and in accordance -6- 16.G.1.c Packet Pg. 1755 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) 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 attaching 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. License to conduct only the following Non-Commercial Aeronautical Activities consistent with authority adopted Minimum Standards as may be amended throughout the entire term of this Agreement: a. The operation of not-for-profit Search and Rescue Facility b. The storage of aircraft in Subtenant 1 s hangar 2. The following Non-Commercial Aeronautical Activities are prohibited by the subtenant: a. The sale of aircraft fuel b. The rental of ramp space to others. c. Any other activity not authorized by this agreement. 3. Subtenant may be permitted to operate a Fuel Farm to fuel its own aircraft only subject to and only after entering into a separate uoperating Agreementtt with the Authority covering such activity and operations, which agreement is subject to this Agreement. 4. The use, in common with other duly authorized users, of the common areas (as the same now exist or may hereafter be relocated, contracted, or extended) 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 all airport rules and regulations. 5. The privilege of ingress to and egress from the Subleased Premises, over Airport roadways, including the use of common use roadways, subject to -7- 16.G.1.c Packet Pg. 1756 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) general law and such rules and regulations as may be established by Authority or Collier County. 6. The loading and unloading of aircraft to engage in any lawful aviation activities authorized by this Agreement. 7. The operation and maintenance of facilities and improvements upon the Subleased Premises, for the purpose of carrying out any or all of the activities authorized herein; subject, to all provisions of this Agreement. 8. 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 Authority prior to installation of any sign. 9. With reference to any hangars constructed on subleased premise as shown in Exhibit "A" and "B" said hangars are to be used for storage and/or maintenance of Subtenant's own aircraft only and/or aircraft actively being maintained by Subtenant in accordance with Subtenant's authorized (licensed by the Authority) business. 10. With reference to the facility proposed it shall be limited for use by Subtenant only in accordance with this lease agreement. 11. With reference to aviation fuel, Subtenant shall be permitted to conduct fueling operations to its own aircraft only. The dispensing of fuel shall be subject to an agreement for the operation of a Fuel Farm that is expressly approved and executed by the parties hereto. The full execution of said 11 agreement for the operation of a Fuel Farm" is a prerequisite for engaging in fueling operations. ARTICLE III RENT AND FEES A. Subtenant shall pay to Authority the following Rent and Fees: 1. A Minimum Annual Ground Sublease rental fee of $1,200 based on $0.20 -8- 16.G.1.c Packet Pg. 1757 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) per square foot for 6, coo square feet of the Subleased Property as shown on Exhibit A and B, attached hereto and made a part hereof. 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 thirty (30) 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 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. Annual Sublease rent shall be paid in full in advance for each year, as annually adjusted per paragraph D, below. 2. Payments of all rent and fees are to be paid in lawful money of the United States of America. D. Adjustment of Annual Rent. The annual sublease rent shall be annually increased at a rate of 3%. Said annual adjustment shall be effective beginning January and on the anniversary date of every year throughout the term of this Agreement. Subtenant is responsible for payment consistent with this paragraph without demand. The Authority may at its option, apply the appraised value of the land consistent with the then established Leasing Policy, or apply then current rent, whichever is greater, at the beginning of each yearly interval. ARTICLE IY EXCLUSIVE RIGHTS A. Nothing in this Agreement shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308 of the Federal Aviation Act, (1958). B. The Subtenant shall have the exclusive use, during the term of this Agreement, of only that land area identified as the Subleased Premises on Exhibit A, attached hereto and made a part hereof. -9- 16.G.1.c Packet Pg. 1758 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) ARTICLE V OBLIGATIONS OF AUTHORITY 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 1 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 in a safe and serviceable condition, except to the extent, if any, specifically provided for in this Agreement. D. That it shall maintain electrical utility service to those areas of the Airport not under sublease to Subtenant including, but not necessarily limited to, runway lights, runway navigational lights, rotating beacon, windsock, and taxiway lights. ARTICLE VI OBLIGATIONS OF SUBTENANT Subtenant Covenants 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. Authority is not obligated to furnish any utility services, such as sewer, electricity, wastewater, water or gas to the Subleased premises or any other premises on the airport, person or entity. Subtenant shall be responsible for maintaining and furnishing water and all other utility services to the Subleased Premises. Subtenant shall pay all charges for providing utility services and for any meters for measuring such service. Subtenant shall provide adequate utility services to the Subleased Premises as determined by Authority. If it becomes -lO- 16.G.1.c Packet Pg. 1759 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) necessary to make changes upon the Subleased Premises, such as, for example, wiring or similar installations, Subtenant will promptly make such changes and installations at its expense as directed and required by the respective utility company and/or by the Authority. B. Subtenant shall at its own expense maintain the improvements and appurtenances thereto in a presentable condition consistent with good business practice, and will procure and keep in force during the term of this Agreement all necessary occupational licenses and permits as are required by law or ordinance for the operation of each of Subtenant r s business activities on the Subleased Premises. C. Subtenant shall cause to be removed at its own expense from the 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 is responsible for all costs or charges for utility services furnished to or available to Subtenant and 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 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 writing by Authority. G. Subtenant accepts the Subleased Premises 11 as is 11 in their present 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. -11- 16.G.1.c Packet Pg. 1760 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) 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. I. Subtenant shall conduct its business in a proper and first-class manner at all times and shall operate in harmony with all others on the Airport and will at all times operate with safety and with concern for others and in accordance with FAA Standards. 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 will pay all charges for water, gas, electric power, and sewerage service available to and/or consumed on the Subleased Premises during the term of this Agreement, at the regularly established rates as may change from time-to-time. L. Subtenant shall surrender the Subleased Premises upon the expiration of this Agreement in the condition in which they are required to be kept. M. 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. N. Subtenant will pay all taxes assessed or imposed by any governmental authority, including Collier County, 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. 0. Subtenant will comply with all laws of the United States of America, of the State of Florida, of County of Collier, including ordinances, zoning regulations and all other requirements of the Authority. -12- 16.G.1.c Packet Pg. 1761 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) P. 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. Q. Subtenant shall allow Authority free access to the Subleased Premises at all reasonable times for the purpose of examining 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. of an emergency shall be at the sole discretion of Authority. The determination R. 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 1 s rights to declare this Agreement terminated. The term hereby granted shall be at an end for the period remaining still unexpired by reason of any subsequent breach of any provision herein contained. S. Subtenant will not construct any building or structure without prior approval of Authority, or allow any object of natural growth to exceed a height of 20 feet. In addition, Subtenant shall not otherwise 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. Authority will make all determinations as to -13- 16.G.1.c Packet Pg. 1762 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) whether or not such interference does or might exist in the use or occupation of the said Area at or near the Airport. T. 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 of said aircraft, flying over, landing or taking off from, or otherwise using the Airport, including noise, vibration, fallout, or other thing in connection therewith, except to the extent of the negligence of the Authority and/or Collier County. u. Upon Authority request, the Civil Air Patrol shall provide hangar space in the hangar for the Authority's aircraft during inclement weather conditions, if and when space is available, and at no cost to the Authority. ARTICLE VII SUBTENANT'S IMPROVEMENTS A. Acceptance of Premises Subtenant accepts the Subleased Premises in their present condition "as is" subject to and including all defects, latent and patent, and, without expense to Authority or Collier County, shall repair and maintain any installations thereon and remove or cause to be removed any debris, buildings, or improvements to the extent required for Subtenant 1 s use thereof or as otherwise required by Authority. B. Minimum Improvements to be Made by Subtenant. Subtenant shall construct an Authority approved facility. Said facility shall include at a minimum, a 6, 000 square foot multi-purpose search & rescue facility. Subtenant shall maintain all improvements to all codes and in decent, safe, and sanitary conditions throughout the entire term of this agreement. 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, -14- 16.G.1.c Packet Pg. 1763 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) 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 alterations 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 work. ARTICLE VIII MAINTENANCE A. This Agreement in every sense shall be without cost to the Authority for the development, maintenance and improvement of the Subleased Premises or any part thereof. All improvements and facilities placed thereon shall be 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 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 members, patrons, invitees, permitees, 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 by Authority prior to application. 2. Authority shall be the sole judge of the quality of maintenance. Authority and its 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 Authority. If it is -15- 16.G.1.c Packet Pg. 1764 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) decided by Authority or its 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, Authority or its 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 A. The operations of the Subtenant hereunder are in the performance of functions which are in the public interest and in furtherance of general aviation activities at the Airport. Authority is endeavoring to provide to the public the highest possible level of general aviation 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 a businesslike fashion, efficiently and with courtesy to the public. If Authority becomes dissatisfied with a subtenant's member's conduct at the Airport, Authority shall so notify Subtenant in writing and Subtenant shall remedy any problems identified by Authority, including but not limited to possible removal of said member within thirty (30) days of notification of dissatisfaction with said member's conduct at the airport. B. C.A.P. will have the right to sublease the hangar portion of the building to others for the storage of aircraft only. No commercial activity will be permitted in the hangar area without written approval from the Authority. The non-hangar, office area may be used for C.A.P. functions only. c .A. p. will be permitted to sublease out the non-hangar, office area of the building to others only after first obtaining written approval from the Authority. -16- 16.G.1.c Packet Pg. 1765 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) 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. B. The Subleased Premises shall be vacated, surrendered up and delivered to the Authority 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. During the entire term of this Agreement, 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 to conduct the respective insurance in the -17- 16.G.1.c Packet Pg. 1766 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) 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 of Insureds 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 he/she 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' a/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 commence 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 coverages and limits required of the Subtenant under this Agreement are designed to meet the minimum requirements of Authority. The insurance coverage and limits required of Subtenant under this Agreement are designed to meet the minimum requirements of the Authority. -18- They are not 16.G.1.c Packet Pg. 1767 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) 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 11 Claims made 11 basis or form, as distinguished from a "occurrence" basis or form, 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 cancellation or non-renewal, the discovery period for insurance claims (tail coverage) shall be unlimited. 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. Workersr Compensation and Employees 1 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: Workersr Compensation -Florida Statutory Requirements. Employers 1 Liability -$100,000 Limit Each Accident. $500,000 Limit Disease-Aggregate. $100,000 Limit Disease -Each Employee. 2. Aircraft Liability Insurance Bodily Injury and Property Damage Liability - $500,000 Combined Single Limit -Each Occurrence. 3. 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 form property damage coverage. The limit of coverage shall not be less than: Bodily Injury and Property Damage Liability - -19- 16.G.1.c Packet Pg. 1768 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) $1,000,000 Combined Single Limit Each Occurrence. 4. Automobile Liability Insurance shall be maintained by the Subtenant as to the ownership, maintenance, and use of all owned, non-owned, leased, or hired vehicles with limits of not less than: Bodily Injury and Property Damage Liability - $1,000,000 Combined Single Limit Each Occurrence. 5. Hangarkeeper's Legal Liability Insurance shall be maintained by the Subtenant with a limit of not less than: $100,000 Limit Each Aircraft. $200,000 Limit Each Occurrence All 6. Pollution Liability Insurance $1,000,000 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 Collier 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 otherwise. 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. ARTICLE XII CONCESSIONS EXCLUDED It is specifically agreed and stipulated that the following concessions and the establishment thereof are excluded from this Agreement, to-wit: -20- 16.G.1.c Packet Pg. 1769 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) 1. Food sales. 2. News and sundry sales. 3. Advertising concessions. 4. Car rental. 5. Sale of non-aviation products. 6. Provision or supply of any other product or service not specifically identified as authorized in this agreement. ARTICLE XIII CONTRACTS TO OTHERS There is no restriction or limitation whatsoever on Authority subleasing or renting of land, hangars, 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. Any such attempt shall be void. ARTICLE XIV VENDING MACHINES Prior expressed written approval from Authority is required before Subtenant shall be permitted to furnish and operate any vending machines. Authority reserves all rights to control the scope, extent, duration, (but not location) of any such machines, if vending machine approval is given by Authority. 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 11 Trade Fixtures 11 • All Trade Fixtures shall be safe, of high quality, be fire resistant, be attractive in appearance. If specified herein, Authority may require specific written approval of the Authority prior to installation, 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. -21- 16.G.1.c Packet Pg. 1770 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) 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 incidental 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. 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 unreasonably adversely affect Subtenant r 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 will probably always be subordinate to the license or permit 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 running with the land, that (1) no person on the grounds of race, color, sex or national -22- 16.G.1.c Packet Pg. 1771 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) 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, Non-discrimination of Federally-assisted Programs of the Department of Transportation-Effectuation 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 re-enter any part or 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 1 s appeal rights thereunder. G. To the extent applicable to Subtenant, Subtenant will undertake action as required by 14 CFR Part 152, Subpart E, 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 14 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 sub-organizations, if any, shall provide assurances to Subtenant that they similarly will undertake required action and that they will require assurances from their sub-organizations, if any, as required by 14 CFR Part 152, Subpart E, to the same effect. -23- 16.G.1.c Packet Pg. 1772 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) 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 any change in any use (s) (use licensed by Authority hereunder) to which Subtenant has then actually put the Subleased Premises; and Subtenant does not consent to any forced reduction in the physical size of the boundaries of the Subleased Premises. ARTICLE XVII RULES AND REGULATIONS Subtenant 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 Subtenant. Upon termination of this Agreement by any means all improvements may, at the sole option of the Authority, become the property of Authority. If the Authority does not want the improvements to become the property of the Authority, Subtenant shall remove all improvements and restore the ground to its original condition as of the commencement date of this Agreement. If this Agreement terminates prior to the term of this Agreement and the option period, the Authority may at the Authority's option pay -24- 16.G.1.c Packet Pg. 1773 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) subtenant a prorated amount for the building thereon, calculated on the basis of original construction cost. ARTICLE XIX EARLY TERMINATION AND RELETTING Should there occur an early termination 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, Subtenant shall remain liable to Authority for the full amount of said total rent for the entire term 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. Subtenant 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 if such breach shall continue for thirty (30) days after such notice, Authority may, after the lapse of said thirty (30) day period, cancel this Agreement without forfeiture, 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. -25- 16.G.1.c Packet Pg. 1774 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) 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 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 own 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 XXIII 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 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 -26- 16.G.1.c Packet Pg. 1775 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) 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. ARTICLE XXV NO LIENS Subtenant shall pay for all 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 shall 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 or thereon. 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 -27- 16.G.1.c Packet Pg. 1776 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) 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, option, 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 1 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. ARTICLE XXIX WAIVER OF CLAIMS Subtenant hereby waives all claims against Authority, County of Collier, the state of Florida, and the Government of the United States, and all officers, -28- 16.G.1.c Packet Pg. 1777 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) agents, or employees of any of same, in 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 XXXII 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 information regarding radon and radon -29- 16.G.1.c Packet Pg. 1778 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) testing may be obtained from the Collier County public-health unit. ARTICLE XXXIII NOTICES Except as allowed by law with respect to certain notices in ARTICLE XXVIII, 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: Marco Island Civil Patrol, Senior Squadron P. 0. Box 225 Marco Island, FL 33969-0225 provided, however, that if Subtenant shall give notice in writing to Authority of any 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, Florida 34104 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. A. Cancellation by Subtenant. ARTICLE XXXIV CANCELLATION Subtenant may cancel this Agreement and terminate all of its obligations hereunder upon sixty (60) daysr advance written notice, except as hereinafter provided, upon or after the happening of one or more of the following events and provided Subtenant 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. -3 0- 16.G.1.c Packet Pg. 1779 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) 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. Unless prohibited by law, Authority may cancel this Agreement and terminate 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 petition 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 of its 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. -31- 16.G.1.c Packet Pg. 1780 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) IN WITNESS THEREOF, the parties hereto have signed this lease this ___ day of _____ , 2003. £ e.~orporate Seal) App ved as to form d \0\~ ?rl~ Attorney ~fDr'the Authority COLLIER COUNTY AIRPORT AUTHORITY COLLIER COUNTY, FLORIDA r~ ~'~"'" <I( • Civil Air Patrol sufficiency: -32- 16.G.1.c Packet Pg. 1781 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) EXHIBIT "A" LEGAL DESCRIPTION This legal description has been provide by the Airport Authority for Subtenant to reflect 6,000 square feet of land. This description shall become a part of this Exhibit A. LEGAL DESCRIPTION: BLOCK BUILDING 002, LOT UNIT .000, RANGE 26, TWP 51, SECT 26, STRAP 512626 002.0006B2, 26 51 26 COMM NE CNR SEC 26, NSSDEG Wl569. 5FT, S78DEG W150FT, S12DEG E220FT, S78 Situated at Marco Shores in the County of Collier and State of Florida. -33- 16.G.1.c Packet Pg. 1782 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease) I ( ~eu.u.rw ... nr. ... rtt'!...f-' I _, WlfJJ.r.V!.CN Ot\"~Cr I MAINSAIL DRIVE • i " ~ • a I I I I I I I EXUIBI"': B 16.G.1.c Packet Pg. 1783 Attachment: CAP License Agreement (MKY) - 2-3-2003 (6666 : CAP Land Lease)