Backup Documents 03/23/2021 Item #16C5 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 5
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Complete routing lines#1 through#2 as appropriateROUTING SLIP
exce lion of the Chairman's si nature draw a line throuahroutnnI lines#1 throuch#2 comnatures,dates,and/or p lete the checkli t,and forward ton needed. If the e the�CounadAtt meetOfficethe
Route to Addressees (List in routing order) Office
1. County Attorney Office CountyInitials Date
Attorney ��,, 22
2. BCC Office Ti�1� 312'3 2.1
Board of County
3. Minutes and Records Commissioners I
Clerk of Courts Office
3p60.1 to.' "
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees
above ma need to contact staff for additional or missin information.
Name of Primary Staff Michael Dowling
Contact/ De artment Phone Number 8743
Agenda Date Item was March 23,2021
A roved b the BCC Agenda Item Number 16 C 5
Type of Document Lease Agreement with American National Number of Original 2
Attached Insurance Com an
PO number or account Documents Attached
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is
a ro riate. Yes N/A(Not
I. Does the document require the chairman's original signature? Initial A licable
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information (Name;Agency;Address; Phone)on an attached sheet. N/A
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman, with the exception of most letters,must be reviewed and signed by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the document or the final negotiated contract date whichever is applicable. N/A
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's signature and initials are required. MD
7. In most cases (some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 3-23-2021,and all changes made during MD i:� r ' " ;
the meeting have been incorporated in the attached document. The County ��
Attorney's Office has reviewed the changes,if applicable.
9. Initials of attorneyverifying
fyin that the attached document is the version approved by the MD l ,,
BCC, all changes directed by the BCC have been made, and the document is ready for the sag)
CJ�JV � ¢
Chairman's signature. a�e',�'°
•
1:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 1 l/30/12
l6C �'
MEMORANDUM
Date: March 30, 2021
To: Michael Dowling, Sr. Property Management Specialist
Real Property Management
From: Ann Jennejohn, Deputy Clerk
Minutes and Records Department
Re: Lease Agreement with American National Insurance Company
Attached for further processing, you will find two (2) original copies of the lease
referenced above (Item #16C5) approved by the Board of County Commissioners on
Tuesday, March 23, 2021.
After obtaining the necessary signatures, please return a fully executed original
to the Board's Minutes & Records Department for the Official Record.
If you have any questions, please feel free to contact me at 252-8406.
Thank you.
Attachment (2)
6C ,
SUNTRUST BANK BUILDING
LEASE AGREEMENT
Executed: 7Y1 at c k Z3 ,2021
Between
AMERICAN NATIONAL INSURANCE COMPANY,
a Texas insurance company,
as Lessor
and
COLLIER COUNTY,
a political subdivision of the State of Florida,
as Lessee
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16C5
SUMMARY OF LEASE TERMS
SUNTRUST BANK BUILDING
THIS SUMMARY OF LEASE TERMS ("Summary of Lease Terms") is attached to
and forms an integral part of the Lease Agreement to which it is attached. Terms defined in this
Summary shall have the same meanings when used in the Lease Agreement. This Summary and
the Lease Agreement to which it is attached shall be read and construed as one integrated
document.
Set forth below is a summary of certain Lease Terms:
1. DATE OF EXECUTION: ,2021
("Execution Date").
2. LESSOR: AMERICAN NATIONAL INSURANCE
COMPANY,a Texas insurance company
("Lessor").
3. ADDRESS OF LESSOR: 2525 South Shore Boulevard, Suite 207
League City, Texas 77573
("Lessor Address").
4. LESSEE: COLLIER COUNTY, a political subdivision of the
State of Florida
("Lessee").
5. ADDRESS OF LESSEE:
("Lessee Address").
6. BUILDING 801 Laurel Oak Drive, Naples, Florida 34108, also
known as the SunTrust Bank Building
(the`Building").
7. DEMISED PREMISES: Suite No. 102 on the first floor within the Building
(the"Demised Premises").
8. RENTABLE SQUARE FEET: Approximately 3,399 rentable square feet
(the"Rentable Square Feet"or"RSF").
9. INITIAL TERM OF LEASE: Seven (7) years (the "Initial Term"), commencing
on the Commencement Date and expiring in the
manner provided for in Section 2(a) of the Lease.
The Initial Term and the Renewal Term (as defined
herein) are sometimes each referred to herein as
the"Term".
10. DELIVERY DATE;
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COMMENCEMENT DATE: The delivery date for the Demised Premises shall be
fifteen (15) days following the date Lessee receives
a Certificate of Occupancy for the Demised
Premises from the applicable governmental
authorities(the"Delivery Date").
The commencement date for this Lease shall be the
earlier of(a)the Delivery Date or(b)the date that is
six (6) months following the Execution Date (such
earlier date being the"Commencement Date").
11. RENEWAL TERM(S)OF
LEASE: One (1) additional term of seven (7) years
(the"Renewal Term"). The Base Rent for the
Renewal Term shall be as provided in item 15
below.
12. BASE RENT: The base rent for this Lease Agreement ("Base
Rent")shall be based on the following amounts:
Annual Base Monthly Base Rent Annual Base Rentper Square
Lease Year Rent Installment Foot
1 S81,576.00 $6,798.00 $24.00
2 $84,023.28 $7,001.94 $24,72
3 $86,538.54 $7,211.55 $25.46
4 S89,155.77 $7,429.65 $26.23
5 $91,806.99 $7,650.58 $27.01
6 $92,452.80 _ $7,704.40 $27.82
7 S97,415.34 $8,117.95 $28.66
13. ADDITIONAL RENT ESTIMATED
FOR CALENDAR YEAR IN
WHICH COMMENCEMENT
DATE OCCURS: $14.00 per RSF ("First Year Additional Rent
Estimate").
14. USE OF DEMISED PREMISES: The Demised Premises shall be used only for a
professional business offices (the "Permitted
Lessee Uses").
15. NOTICES: To Lessor:
American National Insurance Company
Attn: Mortgage and Real Estate Investments Dept.
2525 South Shore Blvd.,Ste. 207
League City,TX 77573
RE:IRE 5161
With a copy to:
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102.001(IRE 5161)
, .C5
CRE Consultants I Property Management
Attn: Steve Clifford
1100 Fifth Avenue S
Naples, Florida 34102
To Lessee:
16. OTHER TERMS AND
CONDITIONS:
(a) Real Estate Commission: Lessor and Lessee each warrant that they have
dealt with no other real estate brokers concerning this transaction except
Premier Commercial, Inc., who represents Lessor (the "Broker").
Amounts that may be owed by Lessor to the Broker shall be determined in
accordance with the leasing agreement for the Building by and between
such parties.
(b) Prepaid Rent. $ payable upon Lease execution. The
Prepaid Rent shall be delivered to Lessor in conjunction with the
execution of this Lease by Lessee and shall be fully-earned by Lessor
upon payment.
(c) Insurance: In addition to the provisions of Section 9(a) of the Lease,
Insurance, Lessee's insurance policy shall also include the following
entities as Additional Insureds:
CRE Consultants
[THE REMAINDER OF THIS PAGE INTENTIONALLY RESERVED)
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GHA434306.4
102-001(IRE 5161)
$ 6CS
SUNTRUST BANK BUILDING
LEASE AGREEMENT
This Lease Agreement (the "Lease") is made and executed as of the Execution Date by
and between Lessor and Lessee. The Summary of Lease Terms attached hereto forms an integral
part of this Lease. Terms defined in such Summary shall have the same meaning when used
herein.
1. Demised Premises.
In consideration of the Rents to be paid and the agreements hereinafter set forth,
including compliance with any rules and regulations relating to the Demised Premises, as
hereinafter defined, which have been or may be promulgated by Lessor and which are hereby
made a part of this Lease,Lessor hereby leases to Lessee and Lessee leases from Lessor the Suite
containing the Rentable Square Feet of rentable space within the Building. Such Demised
Premises is depicted as "Suite 102" on the site plan attached hereto as Exhibit "A", which is
incorporated herein by reference for all purposes. The Building and the land upon which it is
situated are sometimes referred to herein as the"Project".
All the outside walls of the Demised Premises, any terraces or roofs adjacent to the
Demised Premises, and any space in the Demised Premises used for shafts, stacks, pipes,
conduits, ducts,electric or other utilities, sinks or other Building facilities,and the use thereof,as
well as access thereto through the Demised Premises for the purposes of operation,maintenance,
decoration and repair, are expressly reserved to Lessor. Lessor agrees that any entry into the
Demised Premises for purposes of access shall be done in such a way as to minimize disturbance
to Lessee.
Lessee shall have the right to use the Common Areas, as hereinafter defined, on a non-
exclusive basis with all other lessees or other occupants of the Building in conformance with any
and all applicable Project Rules and Regulations in accordance with Section 22(c)hereof.
For purposes of this Lease,the "Common Areas" shall mean those areas of the Building
and the Project which are designed for use in common by all Building lessees, Lessor and
Lessor's affiliates and their respective employees, agents, customers, patients, invitees and
others, and includes, by way of illustration and not limitation, all entrances and exits, hallways,
stairwells, elevators, restrooms (other than those situated within specifically demised premises
for the sole and exclusive use of the demising Building lessee), sidewalks, driveways, parking
areas, landscaped areas and other areas as may be designated as part of the Common Areas of the
Building.
2. Term; Renewal Option.
(a) Term. The term of this Lease shall commence on the Commencement
Date. The term of this Lease shall expire at the end of the Initial Term being the last day of the
calendar month in which the Commencement Date occurs, or if the Commencement Date is the
first day of a calendar month,on the last day of the preceding calendar month. The parties hereto
agree to execute a supplement to this Lease stating the commencement and termination dates of
this Lease and containing an acceptance of the Demised Premises by Lessee.
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(b) Holdover. If Lessee remains in possession of the Demised Premises after
the expiration of the term of this Lease, Lessee shall be deemed to be a lessee from month-to-
month only, subject to all of the terms and provisions of this Lease,except that Rent shall be one
hundred fifty percent(150%)of the Base Rent amount due as of the date of such expiration until
Lessor or Lessee shall have given to the other thirty (30) calendar days' notice of termination of
such tenancy from month-to-month.
(c) Renewal Option. Upon written notice to Lessor in the manner provided in
this Lease, no later than one hundred eighty (180) days and no earlier than two hundred forty
(240) days prior to the expiration of the term of this Lease and provided Lessee is not in default
in the performance of its obligations pursuant to this Lease, Lessee shall have the right to renew
this Lease, as the same may be amended from time to time, for the Renewal Term. If Lessee
exercises this option and the conditions in this subsection are satisfied, then this Lease shall be
renewed upon the same terms and conditions set forth in this Lease, with the exception of the
amount of Base Rent to be paid by Lessee to Lessor, which shall be adjusted to reflect market
rates at the time of renewal; provided that Base Rent, as so adjusted, shall not be less than the
Base Rent for the Lease Year immediately preceding such renewal.
(d) Access. Lessor represents and warrants that Lessee shall be entitled to
access to the Demised Premises (including parking areas)twenty-four(24) hours per day, seven
(7) days per week throughout the Term. Lessor represents and warrants that all utilities and
services and parking areas necessary for Lessee's use of the Demised Premises shall be available
for Lessee's use twenty-four (24) hour per day, seven (7) days per week, except to the extent
interruptions or outages are caused by the utility provider.
3. Completion and Occupancy.
(a) Lessee's Work.
(i) Generally. Lessor hereby consents to Lessee's construction of
improvements to the Demised Premises for Lessee's initial occupancy (the "Lessee
Improvements") as are more particularly described or set forth on the plans and specifications
relating thereto as have been prepared and presented by Lessee and reviewed and approved by
Lessor. Lessee shall contract directly with Lessee's contractor for the construction of the Lessee
Improvements, which contractor shall be licensed in the State of Florida and must provide for
standard insurance coverages as would be generally required for the construction of the Lessee
Improvements; provided, however, that Lessor and Lessor's property manager shall provide
prompt, good faith logistical support to Lessee's contractor as reasonably necessary to allow
Lessee to expeditiously complete the Lessee Improvements. Any and all of the Lessee
Improvements performed by Lessee hereunder for the Demised Premises shall be in performed
in a workmanlike manner, with new materials and otherwise in compliance with the applicable
provisions of the Americans with Disabilities Act of 1990, as amended, and/or any state-level
equivalent laws(the"ADA"). Any changes to the Lessee Improvements outside of that provided
for in the previously-approved plans and specifications must be approved by Lessor in writing
prior to implementation. Upon completion of the Lessor's work described in Section 3(b)below,
Lessee shall be permitted to enter the Demised Premises for purposes of constructing Lessee
Improvements.
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102-001(IRE 5161)
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(ii) Fees and Expenses. Any cost and expense of the Lessee
Improvements shall be paid for in full by Lessee. All Lessee Improvements shall remain the
property of Lessor upon termination of this Lease, except as may otherwise be provided in
Section 15 herein.
(b) Lessor's Work. Lessee agrees to take possession of the Demised Premises
"AS IS", WHERE IS and WITH ALL FAULTS, with Lessor providing no improvement work to
any portion thereof. Notwithstanding the foregoing, Lessor shall be responsible for all other
costs for matters outside of Lessee's Improvements as are necessary to make the Demised
Premises available for Lessee's use, including those associated with I-IVAC, electric, ceiling,
lighting, fire sprinklers, etc. servicing same.
4. Base Rent.
(a) Base Rent due from Lessee to Lessor shall begin to accrue on the
Commencement Date. For purposes of the Lease, the term "Rent" shall mean, collectively, the
Base Rent and the Additional Rent. All Rent subject to the payment by Lessee of any and all
applicable sales tax on such amounts.
(b) Lessee agrees to pay Lessor during the term of this Lease annual Base
Rent, in advance on the first day of each month during the term of this Lease, as set forth in the
Summary of Lease Terms; provided that the annual Base Rent for each Lease Year, as
hereinafter defined, shall be due and payable in twelve (12) equal installments for each Lease
Year during the term of this Lease. For purposes of this Lease, the first "Lease Year" shall
commence on the first day of the calendar month which immediately follows the
Commencement Date, or the first day of a month if Rent commences hereunder on the first day
of such month, and shall terminate on the last day of the preceding calendar month, one year
hence (i.e., if a Lease Year commences on June 1, it terminates on the following May 31). Each
succeeding Lease Year will commence and terminate on corresponding days of successive years.
(c) All Rent required by this Lease shall be due and payable on or before the
first day of each and every calendar month, in advance, and shall be paid to Lessor at Lessor's
Address,or at such other place as Lessor may designate in writing from time to time.
(d) If Rent commences on any day other than the first day of a calendar
month, Lessee agrees to pay Rent for the month in which Rent commences computed as if such
month were included in the first Lease Year. Such Rent payment shall be due and payable on the
date Rent commences and shall be prorated, based upon the number of days remaining in the
subject month.
5. Additional Rent.
(a) During the Term, Lessee shall pay its Prorata Share (as defined herein) of
all Operating Expenses(as defined herein),incurred during the Term of this Lease.
(b) For purposes of this Lease, "Operating Expenses" shall mean any and all
costs paid or incurred by Lessor in connection with the operation, servicing, maintenance and
repair of the Building and the Project, determined in accordance with generally accepted
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accounting principles consistently applied, which would be incurred under reasonably prudent
standards of building management and which shall include, but not be limited to, the following:
(i)all Impositions, as hereinafter defined; (ii) premiums, deductibles and other charges incurred
by Lessor with respect to insurance on the Building and as otherwise required by this Lease,and
any other insurance which a reasonably prudent operator of a first-class office building would
carry or which the holder of any mortgage might require to be carried; (iii) all utility charges
relating to the Building; (iv)all repairs or maintenance of the Building and the Project, including
all mechanical systems, plumbing, elevators and other systems and equipment serving the
Building and the Project and the landscaping, driveways and parking areas for the Project; (v)all
costs incurred in furnishing cleaning and janitorial services to the Building; (vi) legal fees of
outside or special counsel retained by Lessor in connection with proceedings for the reduction of
real estate taxes, or other matters to the extent that the same shall be of general benefit to all
Building lessees; (vii) amortization (including interest) of capital improvements which are
intended to improve operating efficiencies or which may be required by governmental
authorities;(viii)building management fees; and(ix)such other expenses and costs of any nature
whatsoever,whether or not herein mentioned,which would be construed as an operating expense
by a reasonably prudent operator and in accordance with sound real estate accounting practices,
including those costs and expenses for common maintenance and repair to the Building and the
Project that are chargeable to Lessee hereunder.
(c) For purposes of this Lease,"Impositions" shall mean all real estate taxes,
assessments, water and sewer rates and charges, and other governmental levies and charges,
general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind and
nature which are assessed, levied, confirmed, imposed or become a lien upon the Project and the
Building, or which become payable during the term of this Lease.
(d) For purposes of this Lease, but subject to that provided for in Section 1(b1
above, "Prorata Share" shall mean the percentage arrived at when the square footage of
Lessee's Rentable Square Footage (3,399 RSF), as defined by the BOMA Standard Method, is
divided by the total Rentable Square Footage of the Building(58,593 RSF). For purposes of this
Lease,the Prorata Share is 5.8010%(3,399/58,593).
(e) From the Commencement Date through the remainder of the calendar year
in which such commencement occurs, Lessee shall pay to Lessor, as an estimate of additional
Rent, an amount equal to the First Year Additional Rent Estimate, multiplied by the Rentable
Square Feet contained in the Demised Premises, divided by twelve (12) equal monthly
installments in advance, due with the Base Rent payments, together with a per diem amount if
the Commencement Date occurs other than on the first day of a month. Thereafter, thirty (30)
days prior to the beginning of each calendar year during the term of this Lease, Lessor shall
prepare for the next ensuing calendar year an estimate of the annual Operating Expenses for the
Project(the `Budget"). Lessee shall and does hereby agree to pay to Lessor as additional Rent
Lessee's Prorata Share of such Budget on a monthly basis, payable one twelfth (1/12th) each
month, in advance, at the same time as the Base Rent is due. During any calendar year, or
portion thereof, in which less than one hundred percent (100%) of the total rentable square
footage of the Building is leased, Lessor may gross-up and allocate to all existing lessees of the
Building all Operating Expenses for the Building actually incurred by Lessor which vary directly
with the level of occupancy (e.g.utilities,cleaning and janitorial services)("Occupancy Related
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Expenses") for that calendar year or portion thereof, in order that such existing lessees pay one
hundred percent(100%)of such Occupancy Related Expenses.
(f) Following the end of each calendar year during the term of this Lease,
Lessor shall provide Lessee with a statement showing, in reasonable detail, the actual Operating
Expenses incurred and the calculation of the actual additional Rent pertaining to the preceding
calendar year. In the event said statement reveals an overpayment by Lessee of its Prorata Share
of Operating Expenses, Lessor shall credit Lessee with an amount which represents Lessee's
overpayment to Lessee's obligations for the payment of rental for the next calendar month and
thereafter, if applicable. In the event such statement shows an underpayment by Lessee of its
Prorata Share of Operating Expenses, Lessee shall pay to Lessor an amount equal to Lessee's
underpayment within thirty(30)days after Lessor delivers such statement.
(g) Lessee or its accountants shall have the right to inspect, at reasonable
times and in a reasonable manner, during the thirty (30) day period following the delivery of
Lessor's statement of the actual amount of additional Rent, such of Lessor's books of account
and records as pertain to and contain information concerning the Operating Expenses, in order to
verify the amounts thereof. If Lessee shall dispute any item or items included in the
determination of additional Rent for a particular calendar year, and such dispute is not resolved
by the parties hereto within thirty (30) days after the statement for such year is delivered to
Lessee, then either party may, within thirty (30) days thereafter, request that a firm of
independent certified public accountants selected by Lessor and Lessee render an opinion as to
whether or not the disputed item or items may properly be included in the determination of
additional Rent for such year, and the opinion of such firm on the matter shall be conclusive and
binding upon the parties hereto. The fees and expenses incurred in obtaining such an opinion
shall be borne by the party adversely affected thereby, and if more than one item is disputed and
the opinion adversely affects both parties, the fees and expenses shall be accordingly
apportioned. If Lessee shall not dispute any item or items included in the determination of
additional Rent for a particular calendar year within twenty (20)days after the statement for such
year is delivered to it,Lessee shall be deemed to have approved such statement.
(h) Anything herein to the contrary notwithstanding,to the extent that Lessee
generates medical wastes in the Demised Premises which require special handling by Lessor, its
agents and subcontractors, Lessee agrees to pay any and all excess costs for such special
handling as additional Rent hereunder.
(i) In the event any monies (including Base Rent and additional Rent)
become due and payable from Lessee to Lessor and payment is not made when due, such unpaid
sum shall bear interest from such due date at the highest rate permitted by law,but in all respects
subject to the terms and conditions of Section 34(f)herein.
6. Lessor's Services.
(a) Generally. Provided Lessee is not in default hereunder, Lessor agrees to
furnish or cause to be furnished to the Building (including, the Demised Premises), the services
set forth on the Exhibit "D" attached hereto and incorporated herein by reference for all
purposes (the"Required Services"). Lessor shall not be liable for damages incurred as a result
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of any stoppage or interruption of any of such services caused by riot, labor disputes, accidents,
repairs,power failures or any cause beyond Lessor's reasonable control. Lessee agrees to use its
best efforts to immediately notify Lessor or its agent of any defects in or accidents affecting
water pipes, gas pipes, electrical fixtures or heating and cooling apparatus, which may come to
Lessee's attention in connection with the occupancy or use of the Demised Premises. Lessor
shall exercise due diligence in correcting such defects; however, Lessor shall not be liable for or
responsible for any damages incurred as a result of any such defects which are caused by or
related to any accident, negligence or other act or omission on the part of Lessee or any other
lessees of the Building.
(b) Effects of Government Regulation. In addition to that provided in
Section 6(a) above, the obligation of Lessor to provide the Required Services shall be subject to
governmental regulation thereof (i.e., rationing, temperature control, etc.) and any such
regulation that directly impairs by its express requirements Lessor's ability to provide the
Required Services as herein stipulated shall not constitute an event of default by Lessor
hereunder but rather providing the applicable Required Services to the full extent allowed
pursuant to such regulations shall be deemed to be full compliance with the obligations and
agreements of Lessor hereunder.
(c) No Liability for Failure. To the extent any of the Required Services
require electricity, gas and water supplied by public utilities or others, Lessor's covenants
hereunder shall only impose on Lessor the obligation to use its good faith efforts to cause the
applicable public utilities or other providers to furnish the same. Failure by Lessor to furnish any
of the Required Services to any extent, or any cessation thereof, due to failure of any public
utility or other provider to furnish service to the Building, or any other cause beyond the
reasonable control of Lessor, shall not render Lessor liable in any respect for damages to either
person or property, nor be construed as an eviction of Lessee, nor work an abatement of Rent,
nor relieve Lessee from fulfillment of any covenant or agreement hereof. As used herein, the
phrase "cause beyond the reasonable control of Lessor" shall include, without limitation, any
Force Majeure (as defined herein). In the event of any failure by Lessor to furnish any of the
Required Services to any extent, or any cessation thereof, due to malfunction of any equipment
or machinery located within the Project, or any other cause within the reasonable control of
Lessor, Lessee shall have no claim for rebate or abatement of Rent or damages on account
thereof.
(d) No Other Services. Lessee hereby acknowledges and agrees that Lessor is
obligated to provide only the Required Services under this Lease, and that Lessor, its agents and
representatives, have made no representations whatsoever of any additional services or amenities
to be provided by Lessor now or in the future under this Lease Agreement. Notwithstanding the
foregoing, Lessee recognizes that Lessor may, at Lessor's sole option, elect to provide additional
services or amenities for the lessees of the Building from time to time, and hereby agrees that
Lessor's discontinuance of any provision of any such additional services or amenities shall not
constitute a default of Lessor under this Lease nor entitle Lessee to any abatement of or reduction
in Rent.
7. Rizht of Entry. Lessee shall permit Lessor and its agents, employees and
representatives to enter into or upon the Demised Premises at all reasonable times, which have
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been prearranged or with reasonable telephonic notice, for the purposes of inspecting the
Demised Premises, cleaning the windows and performing other janitorial services, maintaining
the Building (including the maintenance of all fixtures, equipment and other appurtenances
thereto),and making alterations,repairs and additions to the Building and the fixtures,equipment
and other appurtenances thereto, all as Lessor may deem desirable or necessary. Lessor shall
have the right to enter the Demised Premises at any and all times in the event of an emergency.
f .
S. Signs. Lessor shall maintain a sign identifying Lessee near the door of the
Demised Premises. Such sign will be of substantially similar size and design as maintained for
other lessees of the Building. If the Building contains a directory or directories or other signs
identifying lessees, Lessor will provide space identifying Lessee in common with other lessees of
the Building. Lessee may place and maintain signs within the Demised Premises (but not visible
• outside the Demised Premises) as Lessee may deem appropriate, subject to the conditions of
( Section 15 of this Lease, including but not limited to, the obligation to remove all such signs and
to repair any damage caused by such signs or their removal. In the event that Lessee fails to
remove such signs and/or repair such damage, Lessor may do so, at its option, and Lessee shall
pay the cost thereof to Lessor on demand.Lessee may also place signage on the glass doors to its
suite,subject to compliance with applicable law and at Lessee's sole cost and expense.
9. Insurance.
(a) During the term of this Lease, Lessee shall maintain, for the mutual
benefit of Lessor and Lessee,the following insurance coverages:
(i) Commercial General Liability with a limit of not less than
$2,000,000 per occurrence;
(ii) Fire and extended coverage insurance covering all
alterations/improvements made or placed by Lessee;
(iii) Worker's Compensation insurance with a limit of not less than the
statutory minimum amounts for the State in which the Building is located;
(iv) Employers Liability insurance with a limit of not less than
$2,000,000 per occurrence; and
(v) Commercial Excess (Umbrella) insurance with a limit of not less
than $2,000,000 covering all underlying policies (except for that provided in item (iii)
above).
1 All such insurance shall be maintained with companies acceptable to Lessor, shall name
both Lessor, Lessee and those parties set forth in item 16(c) of the Summary of Lease Terms as
insured parties thereunder, shall provide for cancellation only upon thirty (30) days' advance
written notice to Lessee. Copies of all such policies or certificates evidencing the effectiveness
of all such coverages shall be provided to Lessor prior to the Commencement Date and the
anniversary of such date throughout the Term.
{ 11
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16C5
(b) Lessor shall provide (i) fire and extended coverage insurance for the
Building, (ii)public liability insurance for the Common Areas or ways of said Building and the
Project, and (iii) no less than twelve (12) months business interruption insurance. Lessee shall
not undertake or permit any use of the Demised Premises or store any hazardous materials in the
Demised Premises, which will increase the cost of fire and extended coverage insurance on the
Project. It is understood and agreed that such fire and extended coverage insurance to be
provided by Lessor is not required to provide coverage for furnishings, fixtures, equipment and
other personal property owned and/or brought in or upon the Project (including the Demised
Premises) by Lessee or Lessee's agents, employees, licensees or invitees. All furnishings,
fixtures, equipment and other personal property brought into or upon the Project by Lessee,or its
agents, employees, licensees or invitees shall be there at Lessee's sole risk, or the risk of those
claiming under Lessee, and Lessee may obtain insurance protection for said furnishings,fixtures,
equipment and other personal property at its own expense if it so desires.
(c) Lessee shall not do or permit to be done any act or thing upon or within
the Demised Premises which will invalidate or be in conflict with the terms of the Florida
standard form of fire, boiler, sprinkler and general liability or property insurance; and Lessee
shall, at its own expense, comply with all rules, regulations and requirements of the National
Board of Fire Underwriters or any state or other similar body having jurisdiction and shall not
knowingly do or permit anything to be done upon the Demised Premises, or bring or keep
anything therein, or use the Demised Premises in a manner in violation of said rules,regulations
or requirements.
10. Mutual Waiver of Subrogation. To the fullest extent allowable under the
governing law, Lessor and Lessee hereby waive any and all causes of action and rights of
recovery against each other and each of their agents,employees. representatives and invitees for
any loss or damage occurring to or upon the Demised Premises, the Project or the T/I, fixtures,
merchandise and other personal property located in or about the Project,resulting from any perils
covered by insurance, regardless of the cause or origin of such loss or damage,including that for
the negligence of either party or their agents, employees and invitees to the extent of any
recovery on or under any policy or policies of insurance, provided that any such policy or
policies of insurance will not be invalidated in whole or in part by reason of this Section 10.
11. INDEMNIFICATION. Subject to the terms and conditions of Section 10 above:
(a) LESSEE SHALL INDEMNIFY AND HOLD HARMLESS LESSOR
FROM AND AGAINST ANY AND ALL LOSS, LIABILITY, DAMAGE, PENALTY OR
FINE FOR INJURIES TO OR DEATH OF PERSONS OR DAMAGE TO PROPERTY OF
ANY KIND WHATSOEVER SUSTAINED IN, ON OR UPON THE DEMISED PREMISES,
RESULTING FROM THE OCCUPANCY OR USE THEREOF BY LESSEE, OR ANY
SUBLESSEE OF LESSEE, OR ARISING FROM OR RELATED TO ANY FAILURE BY
LESSEE TO COMPLY WITH ALL LAWS, STATUTES, ORDINANCES AND OTHER
GOVERNMENTAL REGULATIONS NOW EXISTING OR HEREAFTER ENACTED,
INCLUDING,WITHOUT LIMITATION,THE NEGLIGENCE OF LESSOR;AND
(b) Lessor shall indemnify and hold harmless Lessee from and against any
and all loss, liability, damage, penalty or fine for injuries to or death of persons or damage to
12
GHA434306.4
102-001(IRE 5161)
16C5
property of any kind whatsoever sustained in, on or upon the Project (other than the Demised
Premises), resulting from the negligence or intentional wrongful acts or omissions of Lessor, its
agents,employees or contractors.
12. Total Destruction of the Demised Premises. If the Demised Premises or the
Building are totally or substantially destroyed by fire or other casualty during the term of this
Lease then, at the option of either Lessee or Lessor and upon written notice given to the other
party within thirty(30)days of said fire or casualty,this Lease shall terminate on the date of such
destruction, and each party shall be released from any further obligation hereunder. Damage
which renders the entire Demised Premises unusable for the purpose of Lessee's business for a
period of more than one hundred eighty (180) days shall be deemed total or substantial
destruction within the meaning of this Lease,while damage which renders the Demised Premises
unusable for such purposes for a period of less than one hundred eighty (180) days, or any other
damage of lesser magnitude, shall be considered partial destruction.
13. Partial Destruction of the Demised Premises. If the Demised Premises shall be
partially destroyed by fire or other casualty during the term of this Lease, Lessor may repair the
Demised Premises with reasonable dispatch and at its own expense. While such repairs are
being made, Lessor shall permit a reduction in Rent in proportion to the amount of square
footage in the Demised Picmises which was damaged, so as to be unusable or destroyed. In the
event that Lessor elects not to repair such partial destruction, Lessee may exercise its option to
terminate this Lease pursuant to Section 12 hereof.
14. Eminent Domain. If any portion of the Demised Premises shall be appropriated,
condemned or taken under power of eminent domain by any public or quasi-public authority at
any time during the term of this Lease, or if Lessor shall sell or dispose of its interest in the
Project or any part thereof under threat of condemnation,then this Lease,at Lessor's option shall
become null and void, and the Lease term granted herein shall cease and terminate, anything
provided herein to the contrary notwithstanding. In such event, the entire proceeds received
from the appropriation, condemnation, settlement or sale of the Demised Premises shall belong
to and be the sole property of Lessor. If the portion of the Project remaining after appropriation
or condemnation of a portion thereof is not suitable for conducting Lessee's business, Lessee
may,notwithstanding the failure of Lessor to exercise its option hereunder, elect to terminate this
Lease at any time after the public or quasi-public authority exercising eminent domain over said
premises has entered into possession thereof.
15. Installation and Removal of Improvements by Lessee.
(a) Lessee, at its sole cost and expense, may furnish and equip the Demised
Premises, purchase and install any special equipment and any other items necessary, incidental
• or convenient to its needs, provided all such improvements shall be compliant with the
applicable provisions of the ADA. Further, if such installation requires making any significant
addition or alteration in or to the Demised Premises or the Building,or if Lessee desires to make
any significant renovation, alteration, addition or change in or to the Demised Premises, Lessee
shall first obtain the prior written consent of Lessor, which shall not be unreasonably withheld.
All Lessee equipment and any renovation, alteration, addition or change shall be installed and
completed in accordance with applicable codes and ordinances. All such improvements,
•
0HA434306.4 13
102.001(IRE 5161)
16C5
furnishings and equipment purchased by Lessee and installed in the Demised Premises shall
remain the property of Lessee and may be removed by Lessee at the end of the term of this
Lease, except that if Lessee shall abandon, vacate or surrender the Demised Premises, or be
dispossessed by process of law or otherwise, any personal property, improvements or fixtures
belonging to Lessee and left on the Project more than fifteen(15) days after such abandonment,
vacation, surrender or dispossession may be deemed to be abandoned at the option of Lessor;
provided, however, that those improvements, furnishings and equipment which cannot be
severed or removed from the Demised Premises without material or substantial damage to the
Demised Premises may be removed by Lessee only if Lessee repairs any damage resulting from
such removal, and if Lessee shall have fully performed all of its covenants and agreements
contained herein.
(b) Lessee shall keep the Demised Premises and every part thereof, including
the Project, free and clear of any and all mechanics', materialmen's and other liens for or arising
out of or in connection with work or labor done, services performed or materials, appliances,
equipment, supplies or fuel used or furnished for or in connection with any alterations,
improvements, repairs or additions which Lessee may make or cause to be made in or upon the
Demised Premises, or in connection with the installation and/or removal of improvements,
furnishings and equipment as permitted hereunder. Lessee shall promptly and fully pay and
discharge any and all claims upon which any such lien may or could be based, and shall
indemnify Lessor, all of the Demised Premises, the Building and the Project against any such
liens or the claims, suits or other proceedings pertaining thereto.
16. Weight Distribution. Lessee hereby covenants and agrees that it will not place
or permit to be placed in any portion of the Demised Premises any weight in excess of the safe
carrying capacity of the Building or any part thereof, and determined by the plans and
specifications for the Building and the Demised Premises.
17. Repair of Demised Premises by Lessee. Subject to the terms and conditions of
Section 11 above, Lessee shall, at its own expense, promptly repair any damage done to the
Project or any part thereof, including the Building, the Common Areas and the Demised
Premises, by Lessee or its agents, employees, licensees or invitees. In the event that Lessee fails
to repair such damage promptly, Lessor may, at its option, make such repairs or replacements
and Lessee shall pay the cost thereof to Lessor on demand, except to the extent that Lessor
receives reimbursement for the cost of any such repair or replacement pursuant to any policy or
policies of insurance pertaining to the Demised Premises or the Project.
18. Defaults by Lessee. The occurrence of any one or more of the following shall
constitute a default under this Lease by Lessee:
(a) default in the payment of the Base Rent, additional Rent or any other
charges payable under this Lease for a period of five (5) days after such Rent or other amounts
becomes due and payable;
(b) default or breach by Lessee in the performance of or compliance with any
of the other terms, conditions, covenants or agreements contained in this Lease, which
delinquency or breach shall continue uncured for a period of twenty (20) days after written
14
GHA4343O6,4
102-0O1(IRE 5161) �,a
16C5
notice thereof from Lessor; provided that if the terms, conditions, covenants or agreements to be
performed by Lessee are of such nature that the same cannot reasonably be performed within
such 20-day period, such delinquency or breach shall be deemed to be cured if Lessee
commences such performance within such 20-day period and thereafter diligently undertakes to
complete same (to a maximum of ninety [90] days from the date such failure originally
occurred);
(c) Lessee shall commence any case, proceeding or other action relating to
Lessee in bankruptcy or seeking reorganization, liquidation, dissolution, winding up,
arrangement, composition, readjustment of Lessee's debts, or for any other relief, under any
bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition,
readjustment of debt or other similar act or law of any jurisdiction,now or hereafter existing; or
Lessee shall apply for a receiver, custodian or trustee of Lessee or for all or a substantial part of
Lessee's property; or Lessee shall make an assignment for the benefit of creditors; or Lessee
shall be unable to, or shall admit in writing the inability to,pay Lessee's as they become due; or
Lessee shall take any action indicating Lessee's consent to,approval of or acquiescence in, or in
the furtherance of, any of the foregoing; or
(d) any case,proceeding or other action against Lessee shall be commenced in
bankruptcy or seeking reorganization, liquidation, dissolution, winding up, arrangement,
composition or readjustment of Lessee's debts, or any other relief, under any bankruptcy,
insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of
debt or other similar act or law of any jurisdiction, now or hereafter existing; or a receiver,
custodian or trustee of Lessee or for all or a substantial part of Lessee's property shall be
appointed; or a warrant of attachment, execution or restraint, or similar process shall be issued
against any substantial part of the property of Lessee; and in each such case such condition shall
continue for a period of thirty(30)days undismissed,undischarged or unbonded.
19. Lessor's Rights Upon Lessee's Default. Upon the occurrence of any event of a
default hereunder, Lessor may, at its option, without further notice or process of law, re-enter
and take possession of the Demised Premises and remove Lessee's signs, equipment,
furnishings, trade fixtures and other personal property therefrom, and place such property in
storage at Lessee's expense. If Lessee fails to reclaim such property and pay all expenses
incurred in its removal and storage, within a period of fifteen (15) days, Lessor may, at its
option, regard such property as abandoned pursuant to Section 15 hereof. Further, Lessor may
make any changes, repairs,alterations and additions in or to the Demised Premises which may be
necessary or convenient and may re-let the Demised Premises or any
rms
and conditions as Lessor deems proper. Upon each such re-letting either:(a)Lessee shf on such all be
liable to pay to Lessor, in addition to any indebtedness other than Rent due hereunder, the
expenses of such re-letting and of such changes, repairs, alterations and additions incurred by
Lessor, and the amount, if any, by which the Rent required under this Lease for the period of
such re-letting (up to but not beyond the term of this Lease) exceeds the amount agreed to be
paid as Rent for the Demised Premises for such period on such re-letting; or (b) at the option of
Lessor,Rents received by Lessor from such re-letting shall be applied first to the payment of any
indebtedness from Lessee to Lessor other than Rent due hereunder, and second to the payment of
any expenses of such re-letting and of such changes, repairs, alterations and additions, and third
to the payment of Rent due and unpaid hereunder,and the residue, if any, shall be held by Lessor
15
GHA434306.4
102-001(IRE 5161) it •
l 6C '
and applied in payment of future Rent as the same may become due and payable hereunder. If
Lessee has been credited with any Rent to be received by such re-letting under item (a) hereof
and such Rent shall not be promptly paid to Lessor by the new lessee, or if such rentals received
from such re-letting and credited against Rent due and unpaid under item (b) above during any
month is less than that to be paid during that month by Lessee hereunder, Lessee shall pay any
such deficiency to Lessor immediately. No such re-entry or taking of possession of the Demised
Premises by Lessor shall be construed as an election on the part of Lessor to terminate this Lease
unless a written notice of such termination is given to Lessee or unless the termination thereof is
decreed by a court of competent jurisdiction. Notwithstanding any such reletting without
termination, Lessor may at any time thereafter elect to terminate this Lease for such previous
uncured default, and in addition to any other remedy that it may have, at law or equity, Lessor
may recover from Lessee all damages incurred by reason of such default relating to the cost of
recovering the Demised Premises, which amounts shall be immediately due and payable from
Lessee to Lessor. In addition to the foregoing, Lessor shall be entitled to exercise such rights
and remedies as Lessee shall possess pursuant to the terms of this Lease, at law or in equity, and
Lessor shall be entitled to recover all costs incurred (including reasonable legal fees and
expenses)as a consequence of Lessee's default.
20. Defaults by Lessor. Except as otherwise provided in this Lease, Lessor shall be
in default under this Lease if Lessor fails to perform any of its obligations hereunder and said
failure continues for a period of thirty (30) days after written notice thereof from Lessee to
Lessor (unless such failure cannot reasonably be cured within such 30-day period and Lessor
shall have commenced to cure said failure within said 30-day period and continues diligently to
pursue the curing of the same). Any liability of Lessor as a result of any default by it hereunder
shall be limited in all respects by the terms and conditions of Section 25 herein.
21. Waiver. The waiver by Lessor of, or the failure of Lessor to take action with
respect to, any breach of or default by Lessee under any term, covenant or condition contained
herein shall not be deemed to be a waiver of any such term, covenant or condition, or any
subsequent default under the same. The subsequent acceptance of Rent hereunder by Lessor
shall not be deemed to be a waiver of any prior breach by Lessee of any term, covenant or
condition of this Lease other than the failure of Lessee to pay the particular rental so accepted,
nor shall any waiver or indulgence granted by Lessor to Lessee be taken as an estoppel against
Lessor.
22. Use and Surrender of Demised Premises; Hazardous Substance; Rules and
Regulations.
(a) Lessee shall use the Demised Premises for the Permitted Lessee Uses
only. Lessee shall not occupy or use, or suffer or permit the Demised Premises or any part
thereof to be used in any manner or occupied for any purpose other than Permitted Lessee Uses,
or for any purpose contrary to law, or contrary to the rules and regulations of Lessor or of any
public or quasi-public authority which are currently existing or promulgated hereafter or in such
a manner as to increase the risk of fire or other casualty, increase Lessor's cost of insurance or
make it more difficult to obtain such insurance. Lessee shall use, occupy and maintain the
Demised Premises in a careful, safe, lawful,clean,neat and proper manner, and shall not commit
any waste or create any public nuisance upon the Demised Premises or in or around the Building
16
0HA434306.4
102-001(IRE 5161)
16C5
or the Project. Upon termination of this Lease by lapse of time or otherwise,Lessee shall deliver
up and surrender to Lessor physical possession of the Demised Premises in as good condition
and repair as at the commencement of the term of this Lease,ordinary wear and tear and casualty
loss excepted. On the occasion of the expiration of the Lease term by lapse of time, or in the
event of any termination of said term due to a cancellation of this Lease, Lessee shall
immediately deliver all keys to the Demised Premises to Lessor, or its agent. Lessee shall permit
Lessor or its agents, with prior written notice,to enter upon the Demised Premises during the last
six(6) months of the term of this Lease, or at any time that this Lease is being terminated for any
reason,for the purpose of exhibiting the Demised Premises to prospective lessees or purchasers.
(b) Lessee shall not cause or permit any Hazardous Substance (as hereinafter
defined) to be used, stored, generated, or disposed of on or in the Demised Premises by Lessee
without first obtaining Lessor's written consent. In the event the Permitted Lessee Uses include
use as medical offices, subject to the other terms and conditions of this Lease, Lessee's use,
storage, generation or disposal of any Hazardous Substance which are customary in, and
necessary for the operation of a typical office based medical practice in Collier County, Florida
is hereby permitted so long as such use, storage, generation and disposal are in strict compliance
with all pertinent state, federal or local laws governing such Hazardous Substance. If any
Hazardous Substance is used, stored, generated,or disposed of on or in the Demised Premises or
if the Demised Premises or the Building become contaminated in any manner for which Lessee
is responsible or otherwise legally liable, Lessee shall indemnify and hold harmless Lessor from
any and all claims, damages, fines, judgments, penalties, costs, liabilities, or losses (including,
without limitation, a decrease in value of Lessor's property and attorneys' and consultants' fees)
arising during or after the term hereof as a result of that use, storage, generation, disposal or
contamination. As used herein, "Hazardous Substance" means any substance that is toxic,
infectious, ignitable, reactive, or corrosive and that is regulated by any local government, the
State of Florida or the United States Government. The term "Hazardous Substance" shall also
include, without limitation, asbestos, any materials containing any amounts of polychlorinated
biphenyls (pcb), radioactive materials and waste, petroleum, and any material or substances that
are defined as "hazardous waste", "extremely hazardous waste", or a "hazardous substance"
pursuant to state,federal or local governmental law.
(c) Attached hereto as Exhibit"C", which is incorporated herein by reference
for all purposes, are the presently existing Rules and Regulations for the Project. Lessee
covenants and agrees to conform to such Project Rules and Regulations and to any and all
additional, amended, restated or supplemental rules and regulations thereto as may be adopted by
Lessor, at any time and from time to time for the safety, care, reputation and cleanliness of the
Demised Premises, the Building and/or the overall Project, and for preservation of good order
therein; provided, however, that such additional, amended, restated or supplemental rules and
regulations are not inconsistent with this Lease and do not unreasonably interfere with Lessee's
use and occupancy of the Demised Premises as provided for herein. Any such additional,
amended, restated or supplemental rules and regulations shall be provided to Lessee in writing
not less than thirty (30) days in advance of their effective date. In consideration of this covenant
and agreement by Lessee, Lessor agrees to conform to and enforce all rules and regulations
promulgated hereunder for the mutual benefit of all lessees and occupants of the Project.
17
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102-001(IRE 5161)
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23. Assignment and Subletting. Lessee shall not have the right to assign this Lease
and sublet the Demised Premises without the prior written consent of Lessor, provided that
Lessor hereby approves Pelican Bay Foundation as a sublessee on the same terms and conditions
as set forth in this Lease if Lessor is provided notice of such sublease at least forty-five(45)days
prior to the effective date thereof. Notwithstanding the foregoing, Lessee shall have no right to
grant a mortgage to the Demised Premises or its interest therein. Notwithstanding the foregoing,
neither an assignment for the benefit of creditors of Lessee nor a conveyance of all or any part of
Lessee's interest hereunder by operation of law shall be effective to transfer or assign such
interest of Lessee.
24. Warranties of Possession. Lessor covenants that prior to the commencement of
the term of this Lease, Lessor shall be lawfully in possession of the Demised Premises and
agrees that, if Lessee shall promptly pay the Base Rent and any other amounts required
hereunder and shall timely perform any and all of the other terms, covenants, conditions and
agreements provided herein to be performed by Lessee, then Lessee shall have peaceable and
quiet enjoyment and possession of the Demised Premises during the term hereof without
hindrance from Lessor, subject to the conditions set forth herein (including, without limitation,
such rules and regulations governing the use and occupancy of the Building which are now or
hereafter promulgated by Lessor pursuant to Section 22(c1 hereof), and subject further to the
right of Lessor to make, at its own expense, such renovations, alterations, repairs and changes in
and about the outside and inside of the Demised Premises, the Building and/or the Project, as
Lessor deems necessary or desirable; provided such work does not unreasonably interfere with
Lessee's quiet enjoyment of the Demised Premises.
25. Limitation of Lessor's Liability. In consideration of the benefits accruing
hereunder, Lessee and all successors and assigns, covenant and agree that, in the event of any
actual or alleged failure, breach or default hereunder by Lessor, the sole and exclusive remedy
shall be against Lessor's interest in the Project, including, without limitation, the right to receive
the Rents and profits from the Project. In the event of a sale or transfer of Lessor's interest in the
Project, the "Lessor" named herein, or, in the case of a subsequent transfer, the transferor, shall,
after the date of such transfer, be automatically released from any and all liability for the
• performance or observance of any term, condition, covenant or obligation required to be
performed or observed by Lessor hereunder after the date of such transfer; and the transferee
shall be deemed to have assumed all of such terms, conditions, covenants and obligations, it
being intended hereby that such terms, conditions, covenants, and obligations shall be binding
is upon Lessor, its successors and assigns, only during and in respect of their successive periods of
ownership during the term of this Lease. It is expressly understood by the parties hereto that any
sale or transfer of Lessor's interest in the Project shall be subject to this Lease.
26. Mortgage by Lessor.
(a) This Lease,shall, at all times, be subordinate and subject to the lien of any
and all mortgages or other encumbrances now or hereafter placed on the Project, the Building,
the Demised Premises, or any part thereof by Lessor without the necessity of any further
instrument to effectuate such subordination; provided any mortgagee agrees not to disturb Lessee
under this Lease so long as Lessee is not in default hereunder. Lessee hereby agrees to execute
18 •
GHA434306.4
IO2-001(IRE 5161) ti; it.)
and deliver, upon reasonable demand, such further instruments evidencing such subordination as
may be requested by Lessor or any mortgagee.
(b) Lessee agrees that, upon the request of Lessor, or any such lessor, first
mortgagee or trustee, Lessee shall execute and deliver whatever instruments may be required for
such purposes and to carry out the intent of this Section 26; provided, however, that if Lessee is
required to execute any such instrument, Lessor agrees to use commercially reasonable efforts to
cause any current lender with a security interest in and to the Building to include a
non-disturbance provision in such instrument.
(c) In addition to the foregoing, with respect to any current or future first lien
mortgages, deeds of trust, ground leases or other liens, Lessor shall use commercially reasonable
efforts to secure and deliver to Lessee a commercially reasonable non-disturbance agreement,
from and executed by each of Lessor's mortgagees or other present lien holders with a current
security interest in and to the Building.
27. Estoppel Certificate. Lessee agrees,at any time,and from time to time, upon not
less than ten (10) days prior written notice by Lessor, to execute, acknowledge and deliver to
Lessor a statement in writing (a) certifying that this Lease is unmodified and in full force and
effect (or, if there have been modifications, stating such modifications), (b) stating the dates to
which the Rent and any other charges hereunder have been paid by Lessee, (c)stating whether or
not to the best knowledge of Lessee, Lessor is in default in the performance of any covenant,
agreement or condition contained in this Lease, and if so, specifying each such default of which
Lessee may have knowledge, and (d) stating the address to which notices to Lessee should be
sent. Any such statement delivered pursuant hereto may be relied upon by any owner of the
Building or the Project, any mortgagee or prospective mortgagee of the Building or the Project or
of Lessor's interest in either, or any prospective assignee of any such mortgagee.
28. Lessor's Lien. To assure payment of all sums due hereunder and the faithful
performance of all other covenants of this Lease, Lessee hereby gives to Lessor an express
contract lien on and security interest in and to all properly chattels or merchandise owned by
Lessee which may be placed in the Demised Premises and also upon all proceeds of any
insurance which may accrue to Lessee by reason of damage or destruction of any such properly.
This lien or security interest may be foreclosed with or without court proceedings by public or
private sale with or without notice.
29. Force Majeure. The time periods by which a party is required to perform its
obligations under this Lease shall be extended by the period of any delays arising by reason of
excused causes. Excused causes include,without limiting the generality of the foregoing, war or
insurrections, nuclear disaster, insurrection, strikes or other labor disputes, unavailability of
materials, riot, rationing, civil disobedience, fire, flood, hurricane, earthquake, any act of God
and acts, failures to act, actions and proceedings or regulations of any governmental authority
(whether legislative, executive, administrative or judicial) (any of the foregoing being "Force
Maieure"). Notwithstanding the foregoing, excused causes shall not include (y) causes which
result from a substantial fault or negligence of a party, including lack of due diligence or
adequate supervision, or(z)the lack of sufficient funds.
19
GHA434306.4
102.001(IRE 5161)
30. Notices. All notices,demands or other writings required by this Lease to be given
or made, or which may be given or made by either party hereto to the other, shall be deemed to
be fully given or made when said notices are set forth in writing and delivered to,or deposited in
the United States mail,registered or certified and postage prepaid, and addressed as indicated in
the Summary of Lease Terms.
The address to which any notice, demand or other writing may be given or made as
provided above may be changed by written notice given by such party as provided herein.
31. Parking. Lessee shall have the right to lease from Lessor, at an additional cost
and subject to availability, parking within the underground parking garage, which services the
Building. Otherwise, parking for Lessee and its employees and invitees shall be in general with
other occupants and invitees of the Building's other lessees and occupants.
32. Right of Relocation. Lessor reserves the right at any time and from time to time
to relocate Lessee to other space within the Building, provided that such other space is of equal
or larger size than the Demised Premises. In conjunction with a relocation as provided in this
Section 32, Lessor shall pay all reasonable, out-of-pocket expenses of any such relocation
including, without limitation, the expenses of moving and reconstruction of all Lessee-furnished
and Lessor-furnished improvements. In the event of such relocation,this Lease shall continue in
full force and effect without any change in the terms or other conditions, but with the new
location substituted for the old location set forth in item 5 of the Summary of Lease Terms and
on the attached Exhibit"A".
33. Patriot Act.
(a) As of the date of this Lease, Lessee is and, during the term of this Lease
shall remain, in full compliance with all the applicable laws and regulations of the United States
of America that prohibit, regulate or restrict financial transactions, including but not limited to,
conducting any activity or failing to conduct any activity, if such action or inaction constitutes a
money laundering crime, including any money laundering crime prohibited under the Money
Laundering Control Act, 18 U.S.C. sec. 1956, 1957, or the Bank Secrecy Act, 31 U.S.C. sec.
5311 et seer.. and any amendments or successors thereto and any applicable regulations
promulgated thereunder.
(b) Lessee represents and warrants that: (i)neither it, nor any of its owners,or
any officer, director, member, manager, partner or employee, is or will become named as a
"Specially Designated National and Blocked Person" as designated by the United States
Department of the Treasury's Office of Foreign Assets Control or as a person, group, entity or
nation designated in Presidential Executive Order 13224 as a person who commits, threatens to
commit, or supports terrorism; (ii) it is not owned or controlled, directly or indirectly, by the
government of any country that is subject to a United States Embargo; (iii) it is not acting,
directly or indirectly, for or on behalf of any person,group,entity or nation named by the United
States Treasury Department as a "Specially Designated National and Blocked Person," or for or
on behalf of any person, group,entity or nation designated in Presidential Executive Order 13224
as a person who commits, threatens to commit, or supports terrorism; and that it is not engaged
in this transaction directly or indirectly on behalf of, or facilitating this transaction directly or
20
GHA434306.4
102-001(IRE 5161)
i dC5 •
indirectly on behalf of, any such person, group,entity or nation; and(iv)no funds will be used to
make any payments due hereunder or pursuant to the Note which were obtained directly or
indirectly from a Specially Designated National and Blocked Person or otherwise derived from a
country that is subject to a United States Embargo, is or will become named a Specially
Designated National and Blocked Person; provided that, in the event that a lessee of any portion
of the Mortgaged Property is a publicly-traded company whose shares are listed on a national
stock exchange, such representation and warranty shall not apply to shareholders of such lessee.
(c) Lessee acknowledges that it understands and has been advised by legal
counsel on the requirements of the applicable laws referred to above, including the Money
Laundering Control Act, 18 U.S.C. sec. 1956, 1957, the Bank Secrecy Act, 31 U.S.C. sec. 5311
et seg., the applicable regulations promulgated thereunder, and the Foreign Assets Control
Regulations, 31 C.F.R. sec. 500 et sec.
(d) Upon a written request by Lessor, Lessee shall provide such
documentation as is reasonably requested to confirm the continued validity of the matters
provided in this Section 33. Additionally, Lessee shall notify Lessor immediately upon receipt
of any information indicating a breach of this Section 33 or if Lessee or any officer, director,
member, manager, member, employee or owner of Lessee is custodially detained on charges
relating to money laundering, whereupon Lessor shall be entitled to take all actions necessary so
that Lessor is in compliance with all Anti-Money Laundering Regulations.
34. Miscellaneous Provisions.
(a) Section Headings. The heading to each paragraph hereof is inserted only
as a matter of convenience, and in no way defines, limits or otherwise describes the scope or
intent of this Lease or any part hereof.
(b) Governing Law. This Lease shall be construed in accordance with the
laws of the State of Florida. If any covenant, restriction, condition, limitation or other provision
of this Lease, or any part thereof, shall be construed to be unenforceable or otherwise contrary to
the laws of the State of Florida,said provision shall be deemed to be stricken from this Lease and
each and every other covenant, restriction, limitation or provision hereof shall remain in full
force and effect.
(c) Benefits. Subject to the provisions set forth hereinbefore to the contrary,
this Lease shall inure to the benefit of Lessor and Lessee and their respective heirs, legal
representatives,administrators, successors and assigns.
(d) Memorandum of Lease. Lessee shall, at the request of Lessor, execute
and deliver a memorandum of lease or similar instrument reflecting such of the terms of this
Lease (other than Rent)as Lessor shall designate,which instrument shall be in a form recordable
under the laws of the State of Florida. Subject to compliance with the preceding sentence, each
party agrees that it shall not record this Lease in any public office.
(e) Complete Agreement., Amendment. This Lease, including the Summary
of Lease Terms, all Exhibits and Addenda, constitutes the entire agreement between the parties
hereto, it supersedes all previous understandings and agreements between the parties, if any, and
21
GHA434306.4
102-001(IRE 5161)
16C5
no oral or implied representation or understanding shall vary its terms; and it may not be
amended except by a written instrument executed by both parties hereto.
(f) Interest on Lessee's Obligations; Late Charge. Any amount due from
Lessee to Lessor which is not paid when due shall bear interest at a rate equal to the lesser of ten
percent(10%) per annum or the highest lawful rate from the date such payment is due until paid,
but the payment of such interest shall not excuse or cure the default.
(g) Corporate Authority. If Lessee executes this Lease as a corporation each
of the persons executing this Lease on behalf of Lessee does hereby personally covenant and
warrant that Lessee is a duly authorized and existing corporation that Lessee has and is qualified
to do business in the state in which the Building is located that the corporation has full right and
authority to enter into this Lease and that each person signing on behalf of the corporation was
authorized to do so.
(h) Name. Lessee shall not, without the written consent of Lessor, use the
name of the Building for any purpose other than as the address of the business to be conducted
by Lessee in the Demised Premises, and in no event shall Lessee acquire any rights in or to such
names.
(i) Intentionally Omitted.
(j) Broker's Commissions. Lessor and Lessee covenant, warrant, and
represent each to the other that there were no brokers instrumental in consummating this Lease
and that neither had conversations or prior negotiations with any brokers concerning the leasing
of the Demised Premises other the Broker, and any and all brokerage commissions or other
amounts owed to the Broker is as set forth in item 16(a) of the Summary of Lease Terms,
Further, each of Lessor and Lessee agree to indemnify and hold harmless the other against and
from any and all liabilities, including reasonable attorney's fees, arising from any claims for
brokerage commissions or finder's fees resulting from or arising out of any conversations or
negotiations with any brokers other than the Broker.
(k) Other Terms and Conditions. The other terms and conditions set forth in
item 16 of the Summary of Lease Terms are incorporated herein by this reference.
(1) Counterparts; Facsimile Signatures. This Lease may be executed in
multiple counterparts, with each being deemed and original and all of which, when combined,
being one and the same instrument. Facsimile signatures hereto by either party shall be deemed
originals for all purposes.
(m) Time of the Essence. Time is of the essence for all matters provided for in
this Lease.
(n) Radon Gas Disclosure. Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient quantities, may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines
have been found in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your county health department.
22
GHA434306.4
102-001(IRE 5161)
I • C 5
35. Existing Lease. Lessor and Lessee are parties to a lease dated January 1, 2014,
for Suite 302 in the Building (the "Existing Lease"). Effective as of the Delivery Date, the
Existing Lease will be deemed terminated and Lessee shall have vacated Suite 302 in accordance
with the terms of the Existing Lease.
36. Golf Cart. Lessor shall make available to Lessee, in the location shown on the
attached Exhibit "B" incorporated herein by reference for all purposes and Lessee's sole cost
and expense, a suitable location for the parking and charging of one golf cart. Lessor shall make
additional golf cart locations available in Lessor's sole and absolute discretion upon Lessee's
request. All golf cart locations made available by Lessor shall be at Lessee's sole cost and
expense as to installation,maintenance and repair.
37. Termination Option. Lessee shall have a one-time right to terminate the Lease
on the last day of the 366' Lease Month (the "Termination Date"), upon not less than 6 months
nor more than 12 months prior written notice and payment to Lessor, not later than the
Termination Date, of the Termination Fee as hereinafter defined. For the purposes hereof, the
"Termination Fee" shall be equal to the sum of(a)three months Base Rent at the rate in effect on
the Termination Date, plus (b) all unamortized brokerage fees incurred by Lessor in connection
with this Lease amortized on a straight-line basis over the Initial Term.
[THE REMAINDER OF THIS PAGE INTENTIONALLY RESERVED]
23
GHA434306.4
102-001(IRE 5161)
1IC5
IN WITNESS WHEREOF, the parties hereto have executed this Lease to be effective as
of the Execution Date.
WITNESSES: LESSOR:
AMERICAN NATIONAL INSURANCE
By: COMPANY, a Texas insurance company
Name:
By:
•
Name:
By:
Title:
Name:
•
[Signature Page(s)to Lease Agreement—Collier County(Suite 102)]
GHA421028
102-001(IRE 5161)
16C5
WITNESSES: LESSEE:
COLLIER COUNTY,
a political subdivision of the State of Florida
By:
Name:
By:
By: Name: `ii l % i► .j 12-
Nam Title: (. (A r LZ m A4'1
3 � oL (
ATTEST
CRYSTAL K.lC1NZEL,CLERK Appmved as to fonu and legality
Attest as.o 4 i. Assts nt County Att tic $ \
A
signature only.
Item# I C2C-5-
Agenda
Date
[Signature Page(s)to Lease Agreement—Collier County(Suite102)]
GHA421028 �
Date
3- .ai
144 4
102-001(IRE 5161)
Deputy Clerk
1 6 C 5
EXHIBIT"A"
SITE PLAN FOR DEMISED PREMISES
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SUNTRUST BUILDING FIRST FLOOR LEVEL
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NORTH
[Exhibit"A"to Lease Agreement—Collier County(Suite102)]
GHA4210211
102-001(IRE 5161)
l6C5
EXHIBIT "B"
GOLF CART LOCATION
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kre_ No tIarn 1.1Wild.Ing, j acade ,;,,
I iR
Golf Cart Par ii - : A—ea
indicated by ds'hed, lfti5
\\,4414240.-t:
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[Exhibit"B"to Lease Agreement—Collier County(Suite102)]
GHA421028
102-001(IRE 5161)
it 6C5
EXHIBIT"C"
PROJECT RULES AND REGULATIONS
The following standards shall be observed by Lessee for the mutual safety, cleanliness and convenience
of all occupants of the Building. These rules are subject to change from time to time, as specified in the
Lease.
1. Lessee shall not use the Demised Premises or any other portion of the Building to sell any items
or services at retail price or cost without written approval of Lessor. Stenography, typewriting,
blueprinting, duplicating services of any kind, and similar businesses, shall not be conducted from or
within the Demised Premises or any other portion of the Building for the service or accommodation of
occupants of the Building without written consent of the Lessor.
2. Sidewalks, halls, passageways and stairwells shall not be obstructed or used by Lessee for a
purpose other than ingress and egress to and from the Demised Premises or any other portion of the
Building.
3. Flammable, explosive or other hazardous liquids and materials shall not be brought on the
Demised Premises or into any other portion of the Building without prior written consent of Lessor. All
Christmas decorations shall be made of flame retardant materials.
4. All contractors and technicians performing work for Lessee within the Building shall be referred
to Lessor for approval before performing such work. All work, including,but not limited to, installation
of telephone, telegraph equipment, electrical and electronic devices and attachments, and all installations
affecting floors, walls, windows, doors, ceilings or any other physical feature of the Building, shall not
commence prior to written approval by Lessor.
5. Lessee shall not conduct any auction on the Demised Premises or any other portion of the
Building. Additionally, Lessee shall not store goods, wares or merchandise on the Demised Premises,
except for Lessee's own personal use.
6. Movement into or out of the Building of freight, furniture, office equipment or other material for
dispatch or receipt by Lessee which requires the use of stairways or movement through public corridors or
lobbies or entrances to the Building shall be done at hours and in a manner approved by Lessor for such
purposes from time to time. Only licensed, commercial movers shall be used for the purpose of moving
freight, furniture or office equipment to and from the Demised Premises or any other portion of the
Building. All hand trucks shall be equipped with rubber tires and rubber side guards.
7. Requests by Lessee for building services, maintenance or repair shall be made in writing to the
office of the Building Manager.
8. Lessee shall not change locks or install additional locks on doors without written consent of
Lessor. Lessee shall not make or cause to be made duplicates of keys procured from Lessor without prior
approval of Lessor.
9. Lessee shall give prompt notice to the office of the Building Manager of any accidents to or
defects in plumbing, electrical fixtures or heating and cooling equipment. Liquids, or other materials or
substances which will cause injury to the plumbing,shall not be put into the lavatories, water closets or
other plumbing fixtures,by Lessee, its agent,employees or invitees.
[Exhibit"C"to Lease Agreement—Collier County(Suite102)]
GHA421028
102.001(IRE 5161)
! Cg
10. Lessee shall not place, install or operate on the Demised Premises, or in any other portion of the
Building,any stoves or cooking equipment without prior written approval by Lessor.
11. Large files, safes, electronic data processing equipment and other heavy equipment shall not be
moved into the Building or installed in the Demised Premises without written approval of Lessor.
12. Lessee shall not lay floor covering within the Demised Premises without written approval of
Lessor. The use of cement or other similar adhesive materials not easily removed with water is expressly
prohibited.
13. Lessee shall place solid pads under all rolling chairs.
14. Lessee agrees to cooperate and assist Lessor in the prevention of canvassing, soliciting, and
peddling within the Building.
15. Nails, screws or picture hangers shall not be driven into the walls or wood finish of the room
without consent of Lessor. Animals or birds shall not be kept in or about the Demised Premises or any
other portion of the Building.
16 No sign, advertisement, notice or handbill shall be exhibited, distributed, painted or affixed by
Lessee on, about or from any part of the Demised Premises or any other portion of the Building without
prior written consent of the Lessor.
17. Lessor reserves the right to enforce security provisions which would restrict access to the
Building after working hours of 7:00 a.m. to 6:00 p.m. on weekdays, and from 8:00 a.m. to 2:00 p.m. on
Saturdays, Sundays and legal holidays.
18. Lessor reserves the right to enforce safety and security measures that would require evacuation
and/or restrict access to the Building during times of National,Regional or Local emergency.
It is Lessor's desire to maintain in the Building the highest standard of dignity and good taste consistent
with comfort and convenience for Lessees. Any action on condition not meeting this high standard
should be reported directly to the Lessor. Your cooperation will be mutually beneficial and sincerely
appreciated. The Lessor reserves the right to make such other and further reasonable rules and
regulations as in its judgment may from time to time be needful, for the safety,care and cleanliness of the
lease Premises,and for the preservation of good order therein.
[Exhibit"C"to Lease Agreement—Collier County(Suite102)] c..'
0HA421028
102.001(IRE 5161)
1 GC.S •
EXHIBIT"D"
BUILDING SERVICES AND CLEANING SPECIFICATIONS
ELECTRICAL AND UTILITY SERVICE
Heating, ventilating, and air-conditioning shall be provided during the hours of 7:00 a.m. to 6:00
p.m. on weekdays (except legal holidays), and from 8:00 a.m. to 2:00 p.m. on Saturdays and
Sundays. Off-hours may be provided at a prearranged charge, but is subject to change at any
time in Lessor's reasonable discretion.
CLEANING AND MAINTENANCE
NIGHTLY SERVICES- OFFICES, PUBLIC AREAS
1. Empty waste receptacles,remove to designated location for removal.
2. Sweep synthetic flooring with chemically treated dry mop, giving complete accessibility,
and yet creating no dust and clean spillage.
3. Hand dust clean all office furniture, business machines, paneling and window sills. Spot
clean desk tops to remove film, smudges and marking if desks are left free of papers,machinery,
etc.
4. Empty, wash, clean, and polish ash trays. Empty debris from sand urns, smooth sand,
and replace when necessary.
5. Wash, clean, and disinfect dispensing area of water fountains and coolers. Wash metal
housing and shiny metal fixture units.
6. Wash main entrance door glass and side door glass to remove fingerprints and smudges
from windows and partition glass.
7. Use lights only in areas being cleaned.
8. Vacuum carpet areas, spot clean spills and smudges caused during the day.
9. Sweep stairwells and dust handrails.
10. Police sidewalks at lobby entrance.
11. Spot clean walls and woodworks.
12. Clean elevator and tracts. Vacuum carpet.
13. Take main entrance mats,clean and return to proper location.
14. Wash,clean telephones and telephone receivers.
15. Spot mop tile floors as necessary.
[Exhibit"D"to Lease Agreement—Collier County(Suitel02)]
GHA421028
102-001(IRE 5161)
l 6C5
NIGHTLY SERVICES-LAVATORIES
1. Clean and disinfect lavatory floors.
2. Polish mirrors, bright metal work and enameled surfaces.
3. Wash and disinfect all basin,bowls,and urinals.
4. Hand dust, clean, and disinfect all partitions, tops of tile ledges, and towel, paper, and
sanitary napkin dispensers.
5. Fill and clean toilet tissue,hand soap,and hand towel dispensers in common areas.
WEEKLY
1. Remove fingerprints, smudges, and scuff marks from vertical and horizontal surfaces
within reach. This includes doors,walls,glass partitions,window sills,etc.
GENERAL
1. Wash and/or clean the exterior surfaces of the windows and ledges on the outside of the
building periodically,but not less than once a year.
2. Replace light bulbs and/or ballasts as required in Building Standard lighting. Service to
non-Building Standard lighting is available by Lessor for an additional charge.
Anything herein above to the contrary notwithstanding, it is understood that no services of the
character provided for in this Exhibit "D" shall be performed on Saturdays, Sundays or on
Holidays.
[Exhibit"D"to Lease Agreement—Collier County(Suite102)]
GHA42102E
102-001(IRE 5161)
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 16 C 5
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1. County Attorney Office County Attorneye-7 1 l
2. BCC Office Board of County
Commissioners sta.(-3 10/ia ja►
3. Minutes and Records Clerk of Court's Office
efsc vztop-L
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees
above,may need to contact staff for additional or missing information.
Name of Primary Staff Michael Dowling Phone Number 8743
Contact/ Department
Agenda Date Item was March 23,2021 Agenda Item Number 16 C 5
Approved by the BCC
Type of Document Sublease with Pelican Bay Foundation Number of Original 1
Attached Documents Attached
PO number or account
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? S"‘`A 0 V N/A
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed MD
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's MD
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 4-10-2018 ,and all changes MD
made during the meeting have been incorporated in the attached document. The a �
County Attorney's Office has reviewed the changes,if applicable. ,!
9. Initials of attorney verifying that the attached document is the version approved by the a
BCC,all changes directed by the BCC have been made,and the document is ready for the 4 D ,,
Chairman's signature.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
I C6
Ann P. Jennejohn
From: Ann P. Jennejohn
Sent: Thursday, October 14, 2021 2:10 PM
To: dowl i ng_m
Subject: Item #16C5 (3-23-21) Sublease with Pelican Bay Foundation
Attachments: Backup Documents 03_23_2021 Item #16C5.pdf
Hi Michael,
Please see the attached for your records.
Tlnavtk you!
Ann Jennejohn
13MR Senior Deputy Clerk II
(it Clerk Clerk to the Value Adjustment Board
Office: 239-252-s4o6
Fax: 239-252-8408 (if applicable)
Avtvt.Jevwtejolhvt@Coll ierCl erk.covv.
k<< t`,��^ Office of the Clerk of the Circuit Court
",r' & Comptroller of Collier County
3299 Tawtiavvti Trail, Suite #401
Naples, FL- 34112-5324
www.CollierClerk.com
i
1 ' C5
Lease No. Pis• /Q 3
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (this "Agreement") made this .3 'day ofLe.,�.
2021, by and between Collier County, a political subdivision of the State of Florida SUB ESSOR"), whose
mailing address is,in care of,Real Property Management, 3335 Tamiami Trail East, Suite 101,Naples,Florida
34112, and Pelican Bay Foundation, Inc. (("SUBLESSEE"), whose mailing address is 6251 Pelican Bay
Boulevard,Naples,Florida 23108.
WITNESSETH:
WHEREAS, SUBLESSOR, a political subdivision of the State of Florida, as Lessee, and American
National; Insurance Company, as Lessor, entered into a Lease Agreement dated
o2- t ._(the"Lease").
WHEREAS, SUBLESSOR, a political subdivision of the State of Florida,desires to sublease a portion of
the Demised Premises (as that term is defined in the Lease)to SUBLESSEE, for the purpose of operating an
office for the benefit of the residents of Pelican Bay.
NOW THEREFORE, in consideration of the payment of rents and the performance of the covenants
hereinafter set forth,the parties agree as follows:
ARTICLE 1. Subleased Premises
SUBLESSOR does hereby sublease to SUBLESSEE and SUBLESSEE does hereby sublease from
SUBLESSOR that certain portion of the Demised Premises (as that term is defined in the Lease) shown on
Exhibit "A" (the "Subleased Premises") attached hereto and made a part hereof. The Subleased Premises
consists of approximately 1,529 square feet or forty-five percent(45%)of the Demised Premises(as such term is
defined in the Lease).SUBLESSEE shall use the Subleased Premises as office space.
ARTICLE 2. Term of Sublease Agreement
SUBLESSEE shall have and hold the Subleased Premises commencing on the Delivery Date(as that term is
defined in the Lease)ending on the last day of the Initial Term(as that term is defined in the Lease)("Sublease
Initial Term". SUBLESSEE is granted the option, provided it is not in default of any of the terms of this Lease,
to renew same for one (1) additional term of seven (7) years, hereinafter referred to as "Sublease Extended
Term",under the same terms and conditions herein,except as to the rental amount,as provided herein,by giving
written notice of SUBLESSEE'S intention to do so to the SUBLESSOR not less than ninety (90)days prior to
the expiration of the Sublease Initial Term. Said notice shall be effective upon placement of the notice in an
official depository of the United States Post Office, Registered or Certified Mail, Postage Prepaid or by
electronic communication to the SUBLESSOR.
SUBLESSEE shall have the right to terminate this Agreement,with or without cause,at any time after the
third full year of occupancy, by providing the SUBLESSOR with sixty (60) days prior written notice to
SUBLESSOR at the address set forth in this Agreement. Said notice shall be effective upon placement of notice
in an official depository of the U.S.Post Office,by registered or certified mail,postage prepaid.
1
1 C5
ARTICLE 3. Base Rent
SUBLESSEE hereby covenants and agrees to pay to LESSOR,as base rent for the Subleased Premises,the
sum of$36,709.20 annually, and shall be paid in equal monthly installments of$3,059.10, due by the first of
each month during the term of this Agreement. The base rent shall be increased by three percent(3%)each year
following the first year of the Sublease Initial Term. In addition to base rent, SUBLESSEE shall be required to
pay forty-five percent(45%) of SUBLESSOR'S "Additional Rent"under the Lease which for the first year of
this Agreement shall be$21,413.70,and shall be paid in equally monthly installments of$1,784.47,and shall be
due along with the base rent on the first of each month.SUBLESSEE'S share of Additional Rent under the Lease
shall be increased or decreased annually as SUBLESSOR'S obligation to pay Additional Rent under the Lease is
adjusted to reflect Lessor's actual operating expenses.
ARTICLE 4. Utilities
Utilities shall be paid by SUBLESSOR.
ARTICLE 5.SUBLESSEE'S Default in Pay ment
In the event SUBLESSEE fails to pay the rentals, fees, or charges as required to be paid under the
provisions of this Agreement, on or before the due date, such failure to pay shall constitute a default and
SUBLESSOR may, at its option, terminate this Agreement after ten (10) days prior written notice to
SUBLESSEE, unless the default be cured within the ten (10) day notice period. In any event, interest at the
annual rate of ten (10) percent per year shall accrue against the delinquent payments until the same are paid.
Implementation of this provision shall not preclude the SUBLESSOR, if it so desires, from terminating this
Agreement for default in the payment of rentals, fees or charges, or from enforcing any other provisions
contained herein.
ARTICLE 6. Modification of Subleased Premises;Sij;nage
Certain improvements to the Subleased Premises (the "Work") shall be completed pursuant to a separate
written agreement entered into by SUBLESSOR and SUBLESSEE. SUBLESSOR shall ensure that
SUBLESSEE has and is able to maintain identifying signage in the same manner,and pursuant to the same rules
and regulations,as afforded to SUBLESSOR in the Lease.
ARTICLE 7.Access to Subleased Premises
SUBLESSOR, its duly authorized agents, representatives and employees, shall have the right to enter into
and upon the Subleased Premises or any part thereof at all reasonable hours and upon reasonable notice for the
purpose of examining same or making such repairs therein,as may be necessary for the safety and preservation
thereof,and for the purpose of inspection for compliance with the provisions of this Agreement.
ARTICLE 8. Assignment and Subletting
SUBLESSEE covenants and agrees not to assign this Agreement or to subsublet the whole or any part of
the Subleased Premises, or to permit any other persons to occupy same without the written consent of
SUBLESSOR. Any such assignment or subsubletting shall not relieve SUBLESSEE from liability for payment
of rent or other sums herein provided or from the obligation to keep and be bound by the terms,conditions and
covenants of this Agreement. The acceptance of rent from any person other than SUBLESSEE shall not be
deemed to be a waiver of any other provisions of this Agreement or to be a consent to the assignment of this
Agreement or subsubletting of the Subleased Premises.
2
16C5
An assignment for the benefit of creditors or by operation of law shall not be effective to transfer any rights
to assignee without the written consent of SUBLESSOR first having been obtained.
In the event the SUBLESSEE is a corporation, any sale, transfer, gift or other method of disposal of over
ten percent(10%) of its stock to the same recipient,either in a single transaction or in cumulative transactions
shall be deemed to be an assignment of this Agreement. In the event the SUBLESSEE is a partnership, any
transfer of any partner's interest shall be deemed an assignment of this Agreement.
ARTICLE 9. Indemnity and Insurance
SUBLESSEE covenants and agrees that it will indemnify and hold harmless SUBLESSOR and its agents
and employees against and from any claims,suits,actions,penalties,damages, injuries,attorneys'fees(including
all appeals), costs or charges imposed for any violation of any law or ordinance, whether occasioned by the
neglect of SUBLESSEE or those holding under SUBLESSEE, and that SUBLESSEE will indemnify and hold
harmless SUBLESSOR against and from all claims, suits and actions, loss, injuries, costs, attorneys' fees
(including appeals), damages or expenses arising out of or from any act or failure to act, or accident or other
occurrence on or about the Subleased Premises causing injury to any person or personal property whomsoever
and whatsoever,during the term of this Agreement or any extension hereof.The SUBLESSEE agrees to take out
and maintain with a reputable insurance company authorized to do business in the State of Florida and doing
business in Florida, at its sole cost and expense, public liability insurance against property damage or personal
injury arising out of or growing out of the use of or occurring on or above the Subleased Premises.
If SUBLESSEE ever falls under the State of Florida Workers' Compensation Law, coverage shall be
provided for all employees.The coverage shall be for statutory limits in compliance with the applicable state and
federal laws.The policy must include Employer's Liability with a limit of$100,000.00 each accident.
SUBLESSEE shall take out and maintain during the course of this Agreement comprehensive general
liability coverage including bodily injury and property damage in an amount of not less than One Million Dollars
($1,000,000.00) combined single limits for any one occurrence and an aggregate (unimpaired) of One Million
Dollars($1,000,000.00). SUBLESSOR shall be listed as additional insured on said policy.
All insurance policies required above shall be issued and written with a company or companies authorized
to engage in the business of general liability and public liability insurance in the State of Florida and authorized
to do business under the laws of the State of Florida.
The SUBLESSEE shall deliver to SUBLESSOR customary insurance certificates(Certificates of Insurance)
prior to the utilization of the Subleased Premises in which said certificates shall clearly indicate and evidence
such paid up insurance and that the SUBLESSEE has obtained insurance in a type,amount and classification as
required for strict compliance with this Agreement. The SUBLESSEE agrees to make no changes or
cancellations of the insurance without thirty(30)days prior written notice to SUBLESSOR. SUBLESSEE shall
also ensure that the insurance coverage provided in accordance with the Agreement shall require that the
company or companies writing such insurance policy shall provide to SUBLESSOR written notice of
cancellation thirty(30)days prior to the proposed cancellation.
SUBLESSOR reserves the right to reasonably amend the insurance requirement by issuance of notice in
writing to SUBLESSEE,whereupon receipt of such notice SUBLESSEE shall have thirty(30)days in which to
obtain such additional insurance.
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ARTICLE 10. Maintenance
SUBLESSEE shall repair all damage to the Subleased Premises caused by the SUBLESSEE,
its employees,agents,independent contractors,guests,invitees,licensees or patrons.
ARTICLE 11.Default by SUBLESSEE
Failure of SUBLESSEE to comply with any material provision or covenant of this Agreement shall
constitute a default and SUBLESSOR may, at its option,terminate this Agreement after ten (10)days written
notice to SUBLESSEE, unless the default is cured within the notice period. However,the occurrence of any of
the following events shall constitute a default by SUBLESSEE, and this Agreement may be immediately
terminated by SUBLESSOR except to the extent prohibited by law.
(a) Abandonment of Subleased Premises or discontinuation of SUBLESSEE'S operation.
(b) Falsification by SUBLESSEE or any agent of SUBLESSEE of any report required to be
furnished to SUBLESSOR pursuant to the terms of this Agreement
(c) Filing of insolvency,reorganization,plan on arrangement or bankruptcy petitions.
(d) Adjudication as bankrupt
(e) Making a general assignment for the benefit of creditors.
(f) If SUBLESSEE suffers this Agreement to be taken under any writ of execution.
In the event of the occurrence of any of the foregoing defaults in this Article, SUBLESSOR,besides other
rights and remedies it may have, shall have the immediate right to cancel this Agreement and re-enter and
remove all persons and property from the Subleased Premises. Such property may be removed and stored in a
public warehouse or elsewhere at the cost of and for the account of SUBLESSEE,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.
ARTICLE 12. Default by SUBLESSOR
SUBLESSOR shall in no event be charged with default in the performance of any of its obligations
hereunder,(except failure to promptly pay rent,unless and until SUBLESSOR shall have failed to perform such
obligations within sixty(60)days(or such additional time as is reasonably required to correct such default)after
notice to SUBLESSOR by SUBLESSEE properly specifying wherein SUBLESSOR has failed to perform any
such obligations.
ARTICLE 13.Termination
This Agreement shall be subject to termination as follows:
(a) By SUBLESSOR if SUBLESSEE permanently abandons the Subleased Premises.
(b) This Agreement shall automatically terminate if the Lease is terminated and/or Lessor
takes possession of the Subleased Premises.
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(c) By either party in the event of the lawful assumption by the United States Government, the State of
Florida or any authorized agency or agencies thereof of the operation,control or use of the Subleased Premises in
such a manner as to substantially restrict the SUBLESSEE operating therefrom for a period in excess of sixty
(60)days.
(d) By either party in the event of the issuance by any court of competent jurisdiction of any injunction in any
way substantially preventing or restraining the use of the Subleased Premises,and the remaining in force of such
injunction for a period in excess of ninety(90)days.
(e) By either party as provided in Article 11 or Article 12.
(f) By SUBLESSEE if the Work contemplated in Article 6 above is not completed and a certificate occupancy
issued in connection therewith by the Commencement Date(as that tens is defined in the Lease).
ARTICLE 14. Notices
Any notice which any party may be required to give to any other party shall be in writing and shall be
mailed to the other party to the address set forth in this Agreement,or to such other address as either party shall
have designated to the other and the time of the rendition of such shall be when same is actually received by the
addressed party or parties.
Notwithstanding anything herein to the contrary,all payments of rent,percentage rent maintenance or other
sums provided for herein to be paid by the SUBLESSEE shall be paid to:
Pelican Bay Services
801 Laurel Oaks Drive
Naples,Florida 34108
ARTICLE 15. Surrender of Premise,
SUBLESSEE covenants and agrees to deliver up and surrender to SUBLESSOR possession of the
Subleased Premises and any improvements to the Subleased Premises upon expiration of this Agreement,or its
earlier termination as herein provided,broom clean and in as good condition and repair as the same shall be at
the commencement of the term of this Agreement, ordinary wear and tear and damage by fire or the elements
beyond SUBLESSEE'S control excepted.
ARTICLE 16. General Provisions
SUBLESSEE fully understands that the police and law enforcement security protection provided by law
enforcement agencies for the Subleased Premises is limited to that provided to any other business or agency
situated in Collier County and acknowledges that any special security measures deemed necessary for additional
protection of the Subleased Premises shall be the sole responsibility and cost of SUBLESSEE and shall involve
no cost or expense to SUBLESSOR.
Notwithstanding anything herein contained that may be or appear to be the contrary, it is expressly
understood and agreed that the rights granted under this Agreement are non-exclusive, and the SUBLESSOR
herein reserves the right to grant similar privileges to another sublessee or other sublessees on other parts of the
Demises Premises(as that term is defined in the Lease).
Rights not specifically granted the SUBLESSEE by this Agreement are hereby reserved to the
SUBLESSOR.
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16C5
SUBLESSEE agrees to pay all intangible and tangible personal property taxes that may be imposed due to
the creation by this Sublease Agreement, of a leasehold interest in the Subleased Premises or SUBLESSEE'S
possession of said leasehold interest in the Subleased Premises,if applicable.
SUBLESSEE shall at no time during the term of this Agreement interfere with any activities conducted by
the SUBLESSOR or other tenants at the Demised Premises(as such term is Defined in the Lease).
ARTICLE 17. Left Blank Intentionally.
ARTICLE 18. Reimbursement
All terms,covenants and conditions herein contained to be performed by SUBLESSEE shall be performed
at its sole expense and if SUBLESSOR shall pay any sum of money or do any act which requires the payment of
money by reason of the failure, neglect or refusal of SUBLESSEE to perform such term, covenants or
conditions,the sum of money so paid by SUBLESSOR shall be payable by SUBLESSEE to SUBLESSOR with
the next succeeding installment of rent.
ARTICLE 19. Hazardous Materials
At all times, SUBLESSEE shall comply with all federal, state and local laws, statutes, ordinances and
regulations of any kind relating to the use,storage,control,transportation and disposal of any and all hazardous
materials by obtaining all necessary governmental approvals and permits with respect to such activities;fully and
completely prepare and file all required reports, studies, manifests and environmental impact statements with
respect to same; follow all required inspections with respect to same and supply to SUBLESSOR evidence of
compliance with this Article in form and substance satisfactory to SUBLESSOR upon SUBLESSOR'S request
therefore; and notify SUBLESSOR in writing of the handling and storage of hazardous materials on the
Subleased Premises.
ARTICLE 20. Effective Date
This Agreement shall become effective upon execution by SUBLESSOR.
ARTICLE 21. Miscellaneous
This Agreement shall be governed by and construed in accordance with the Laws of the State of Florida.
In testimony whereof, the LESSOR, SUBLESSOR and SUBLESSEE have caused this Agreement to be
signed upon the day and year first written above.
AS TO SUBLESSEE: Pelican fay,‘ dation,Inc.
DATED: 'a— ( g`c9" B : --
� y
Name:
Title: re,-. vrk-- v v
Sublessor's signature appears on the following page.
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AS TO SUBLESSOR:
DATED: 67lRz 2. I
ATTEST: BOARD OF OUNTY COMMISSIONERS
Crystal K. Kinzel,Clerk COLLIER 0 ,FLORIDA
fj-0
OC V BY:
u r Penny Taylor,C rperson
Attest as to.Ctlai
signature o nfy
Approved as to form and legality:
Jennifer A.Belpedio,ASsiStant County Attorney _gj ^\
9 \\
16330967 2 067730.0046
7
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EXHIBIT"A"
SITE PLAN FOR DEMISED PREMISES
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