request for proposals · 2020-07-01 · july 1, 2020 . pre-proposal meeting and site visit july 16,...

. .

REQUEST FOR PROPOSALS

Land Lease for Development of North Quadrant Land Parcel 3

City of Naples Airport Authority

160 Aviation Drive North Naples, FL 34104

Issued

July 1, 2020

Proposal Due Date

August 12, 2020

by 2:00 PM Local Time Heather LeDuc Business Manager City of Naples Airport Authority 160 Aviation Drive North Naples, FL 34104 (239) 643-0733 [email protected]

RFP - Land Lease for Development of North Quadrant Land Parcel 3 - July 1, 2020 of 66

.

.

I. NOTICE Notice is hereby given that the City of Naples Airport Authority will receive sealed responses to a Request for Proposals (“RFP”) at Naples Municipal Airport, General Aviation Terminal, Second Floor Reception Desk,160 Aviation Drive North, Naples, FL 34104 on or before August 12, 2020 at 2:00 PM local time for:

Land Leases for Development of North Quadrant Land Parcel 3 It is the intent of the Authority to enter into agreements with one (1) qualified party interested in the lease of land in the north quadrant of Naples Municipal Airport in Naples, Florida for aeronautical development. Prospective Respondents may download the full Request for Proposals package at https://flynaples.com/doing-business-with-the-authority/open-bids/. A Non-Mandatory Pre-Proposal Meeting and Site Visit will be held at 8:30 AM local time, on July 16, 2020 at Naples Municipal Airport, Airport Office Building Conference Room, 200 Aviation Drive North, Naples, FL 34104. All questions related to this Request for Proposals shall be submitted in writing to Heather LeDuc, Business Manager at [email protected] no later than 5:00 PM local time on July 23, 2020. Answers to questions will be posted at https://flynaples.com/doing-business-with-the-authority/open-bids/ in the form of an addendum to this RFP. Proposals will be publically opened at 2:05 PM local time, on August 12, 2020 at Naples Municipal Airport, Airport Office Building, Second Floor Conference Room, 200 Aviation Drive North, Naples, FL 34104. The names of the Respondents shall be read aloud. The City of Naples Authority recognizes fair and open competition as a basic tenet of public procurement. Respondents doing business with the Authority are prohibited from discriminating on the basis of race, color, creed, national origin, handicap, age or sex. The Authority has a progressive Disadvantaged, Minority, and Women-Owned Business Enterprises Program in place and encourages Disadvantaged, Minority, and Women-Owned Business Enterprises to participate in its RFP process. All responding parties are required to make all efforts reasonably necessary to ensure that Disadvantaged, Minority and Women-Owned Business Enterprises have a full and fair opportunity to compete for this contract. The City of Naples Airport Authority adheres to the Americans with Disabilities Act and will make reasonable accommodations for access to Airport services, programs and activities. Please call (239) 643-0733 for further information. Requests must be made at least 48 hours in advance of the event in order to allow the Authority time to provide the requested services.

The City of Naples Airport Authority reserves the right waive any formalities or irregularities in, or reject any or all proposals, and to award or refrain from awarding any contract for services. The City of Naples Airport Authority is not liable for any costs incurred by the responding parties prior to the issuance of an executed contract or agreement. PROSPECTIVE RESPONDENTS SHALL NOT CONTACT ANY CITY OF NAPLES AIRPORT AUTHORITY OFFICIALS OR STAFF REGARDING THIS REQUEST FOR PROPOSALS, OTHER THAN THE SPECIFIED CONTACT PERSON.


https://flynaples.com/doing-business-with-the-authority/open-bids/



.

.

II. SCHEDULE AND DELIVERY

RFP Issue Date

July 1, 2020

Pre-Proposal Meeting and Site Visit

July 16, 2020 at 8:30 AM local time

Last Day for Questions

July 23, 2020 at 5:00 PM local time

Proposals Due August 12, 2020 at 2:00 PM local time

Proposal Opening August 12, 2020 at 2:05 PM local time

Presentations At a September 17, 2020 Meeting of the City of Naples Airport Authority Board of Commissioners.

Sealed proposals shall be clearly marked “RFP– North Quad Parcel 3” and will be received until 2:00 PM local time on August 12, 2020 at the following location:

City of Naples Airport Authority Attention: Heather LeDuc, Business Manager


If mailed, it is recommended that Respondents confirm receipt of proposal by the Authority. Faxed, emailed or late submittals will not be considered. The Authority reserves the right to alter the schedule for presentations and/or to add additional public meetings to the schedule dependent upon the quantity and/or quality of responsive proposals received.


.

.

III. BACKGROUND AND AIRPORT INFORMATION

The City of Naples is home to the Naples Municipal Airport (“APF”). Located in western Collier County (population est. 384,649 in 2020), Naples is the main metropolitan area on the Paradise Coast, which is world-renowned for its beaches, cultural activities and outdoor recreational opportunities. Originally established as an Army base during World War II, today APF is a first class general aviation facility. The airport property is located approximately two (2) miles from downtown Naples and consists of approximately 732 acres, which are utilized for both aeronautical and non-aeronautical purposes that serve a mix of personal, leisure and business-related travel. APF is home to flight schools, air charter operators, corporate aviation, a military history museum, the Collier Mosquito Control District (also known as “Mosquito Control”), the Collier County Sheriff’s aviation unit, car rental agencies and other aviation and non-aviation businesses. The airport is owned by the City of Naples and is operated by the City of Naples Airport Authority (the “Authority”), which was created in 1969 by the State of Florida as an independent government unit, separate from the City. The Authority is governed by a five (5) member volunteer Board of Commissioners, who are appointed by the Naples City Council. Under their direction, an Executive Director manages the airport and its programs. Airport facilities include two (2) intersecting, paved runways; a turf runway; a control tower; U.S. Customs and Border Protection; and an Aircraft Rescue and Fire Fighting (ARFF) station. Runway 5-23 is 6,600’ x 150’ and Runway 14-32 is 5,000’ x 100’. The turf runway is 1,850’ x 100’. Both paved runways have a dual-wheel weight bearing capacity of 75,000 pounds. During the 2019 fiscal year, APF had approximately 112,262 total operations and 394 based aircraft, of which approximately 96 were jets. APF does not currently have scheduled air service, but does maintain FAA Part 139 certification and a security program following TSA standards.

The Authority financially supports itself directly from aviation fuel sales, airport user fees, lease revenues and indirectly by airport user taxes. No local, state or federal general taxes directly support the Authority. The Authority receives some state and federal financial funds for select capital projects. Additional information about the Authority and APF can be obtained from the official website, https://flynaples.com/.


https://flynaples.com/

.

.

IV. DESCRIPTION It is the intent of the Authority to enter into agreements with one (1) qualified party (“Respondent”) interested in the lease of land parcel 3 (the “Premises”) in the north quadrant of Naples Municipal Airport in Naples, Florida and more particularly described in Exhibits 1.1 and 1.2. The Authority is seeking proposals that will provide for the highest and best use of the Premises from Respondent(s) whose combination of experience, personnel and financial capability will result in high-quality aeronautical development. No other use of the Premises shall be considered. In accordance with federal regulations, an airport sponsor, including the Authority, may elect to provide certain aeronautical services directly using its own employees, vehicles, equipment and resources. In this case, the sponsor can exercise its proprietary Exclusive Right. The Authority, as the sponsor of APF, declares its proprietary exclusive right to provide the sale of aviation fuels. The Premises is located in the north quadrant of the airport, adjacent to Taxiway D, which was recently realigned in order to meet current FAA standards. As a result of the realignment, the Premises is now available for development. Parcel 3 consists of approximately 40,699 Square feet. The general Premises boundary and square footage is shown in Exhibit 1. Detailed design and construction surveys shall be the responsibility of the successful Respondent at the Respondent’s expense. Exhibit 1 depicts a sample of the potential maximum buildout of the site. The Respondent should note that this is a sample only and other site configurations may be proposed and will be considered. The Authority shall not consider any proposals or lease options for additional parcels in connection with the Premises or this RFP. Due to the proximity of the Premises to the Air Operations Area (AOA), there are height limitations for development. For reference, Exhibit 1 shows the approximate limits for the Premises, however the Respondent is advised that the depicted limits are approximate only. Respondents are advised that the development shall be subject to all applicable building, zoning and development codes, including permitting requirements and all applicable FAA standards, design criteria and regulations. It should be noted and understood that building and construction materials may not interfere with navigational aids. Additionally, prior to commencement, any and all airport development shall be reviewed and approved by the FAA in accordance with federal standards through the agency’s Obstruction Evaluation and Airport Airspace Analysis (OE/AAA) process or its successor process, if applicable. More information about the OE/AAA process can be found here: https://oeaaa.faa.gov/oeaaa/external/portal.jsp. Respondents are advised that airport security must be maintained throughout all stages of the development, construction and operation of the proposed facility. The Premises shall be delivered in “as is” condition, including, without limitation, any existing utility and/or avigation easements, subsurface conditions, existing structures, the presence of oil


https://oeaaa.faa.gov/oeaaa/external/portal.jsp

.

.

or hazardous materials, and laws ordinances and regulations affecting the same. The Authority makes no representation or warranties of any kind, expressed or implied, in fact or in law, with respect to the condition of the Premises. Notwithstanding the above, the approximate locations (to the best of the Authority’s knowledge) of existing utility services are shown on Exhibit 1 for reference purposes only. It should be noted and understood by all Respondents that the development of the site will require the relocation of an existing water main, which shall be the responsibility of the successful Respondent. The Respondent shall be solely responsible for conducting its own due diligence to determine the suitability of the Premises for the use and financial investment proposed. All plans and specifications for the development shall be subject to specific approval by the Authority prior to the commencement of construction.

Respondents shall be responsible for all aspects of the development, including design, permitting, construction and all of the costs associated therewith. In the event that two or more proposals are determined to be equally desirable, the Respondent(s) proposing to use higher quality construction materials, methods and finishes shall be given preference.

The successful Respondent shall be responsible for compliance with the Authority’s Rules and Regulations, Minimum Standards (if applicable) and Rates and Charges, which are available online at the following locations:

• Rules and Regulations

https://flynaples.com/rules-and-regulations/

• Minimum Standards

https://flynaples.com/minimum-leasing-and-operating-standards/

• Rates and Charges https://flynaples.com/current-rates-and-charges/

The successful Respondent shall be required to enter into a Leasehold Agreement (“Agreement”) with the Authority for a total lease term (including all extensions and/or renewal options) not to exceed thirty (30) years. Exhibit 2 is a sample of a standard Agreement. Select terms and conditions specific to the proposal will be determined during negotiations with the successful Respondent. This RFP, including any addenda, and the successful proposal shall be incorporated therein by reference. The Authority has established a minimum initial annual rental rate per square foot of $0.45. In no event shall the Authority enter into an agreement with a Respondent which has an initial rental rate that is less than the established minimum. In the event that two or more proposals are determined to be equally desirable, the Respondent(s) proposing a higher rental rate shall be given preference. A non-mandatory Pre-Proposal Meeting and Site Visit will be held on July 16, 2020 at 8:30 AM local time at Naples Municipal Airport, Airport Office Building, Second Floor Conference Room, 200 Aviation Drive North, Naples, FL 34104, which all prospective Respondents are encouraged to attend.


https://flynaples.com/rules-and-regulations/

https://flynaples.com/minimum-leasing-and-operating-standards/

https://flynaples.com/current-rates-and-charges/

.

.

655092.1 8/3/2018

V. GENERAL CONDITIONS Submission of a proposal indicates acceptance by the Respondent of the conditions contained in this RFP.

A. Definitions

Unless otherwise indicated, the terms used in this solicitation shall have the following meanings:

Bid – Shall be understood to mean a bid, an offer, a proposal or any other response to a procurement action. Invitation to Bid (ITB) – A procurement method used to solicit competitive, sealed bid responses for a specific project to be realized or product or service to be furnished when award is made to the lowest responsive and responsible bidder. Owner – The City of Naples Airport Authority. Request for Proposals (RFP) – A procurement method used to solicit proposals in response to a specific problem or condition. Price is not usually the primary evaluation factor. Provides for a negotiation of terms prior to contract award. Request for Qualifications (RFQ) – A procurement method used to obtain statements of qualifications from suppliers for a qualifications-based selection process. Provides for a negotiation of terms prior to contract award. Responsible – A Respondent who is fully capable of meeting all of the requirements of the solicitation. Must possess the full capability, including financial and technical, to perform as contractually required. Must be able to document the ability to provide good faith performance. Responsive – A submittal by a Respondent that fully conforms in all material respects to the solicitation and all of its requirements, including form and substance. The terms Consultant, Contractor, Offeror, Respondent and Vendor are used interchangeably and the terms and conditions applicable to one shall be applicable to the others. All words used herein in the singular form shall extend to include the plural. All words used in the plural form shall extend to and include the singular. All words used in any gender shall extend to and include all genders.


.

.

655092.1 8/3/2018

B. Reserved Rights

The City of Naples Airport Authority reserves the right waive any formalities or irregularities in, or reject any or all proposals, and to award or refrain from awarding any contract for services. The City of Naples Airport Authority is not liable for any costs incurred by the responding parties prior to the issuance of an executed contract or agreement. In addition, the Authority reserves to the rights to:

1. Make such investigation or to request clarifications, as it deems necessary to determine the ability of any Respondent to perform as proposed and the Respondent shall provide such information as the Authority deems necessary. Such information may include, but shall not be limited to current financial statements prepared by an independent CPA; business entity filings, including, but not limited to, operating agreements; verification of availability of equipment and personnel, past performance records, and fiscal viability;

2. Cancel, re-advertise, postpone or modify the RFP schedule.

3. Negotiate with any or all Respondents;

4. Accept the proposal(s) which, at the Authority’s absolute and sole discretion, best serves the interests of the Authority; and

5. Retain all proposals submitted and to use any ideas submitted as part of a

response regardless of whether or not that proposal is selected.

C. Public Entity Crime

A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a response on a contract to provide any goods or services to a public entity; may not submit a response on a contract with a public entity for the construction or repair of a public building or public work; may not submit a response on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Florida Statutes, Section 287.017, as amended from time to time, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list.

D. Discrimination An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the


.

.

655092.1 8/3/2018

construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity.

E. No Contact

Respondents to this solicitation or persons acting on their behalf may not contact, between the release of the solicitation and the end of the 72-hour period following the agency posting the notice of intended award, excluding Saturdays, Sundays, and state holidays, any employee or officer of the executive or legislative branch concerning any aspect of this solicitation, except in writing to the procurement officer or as provided in the solicitation documents. Violation of this provision may be grounds for rejecting a response.

F. Collusion

More than one response from the same Respondent under the same or different names will not be considered. Reasonable grounds for believing that a Respondent is submitting more than one response will cause the rejection of all responses in which the Respondent is involved. Responses will be rejected if there is reason to believe that collusion exists among Respondents, and no participant in such collusion will be considered in any future solicitations for a period of six months following the submittal deadline. Under no circumstances shall any prospective Respondent, or any person or persons acting for or on behalf of any said prospective Respondent, seek to influence or gain the support of any member of the Authority favorable to the interest of any prospective Respondent or seek to influence or gain the support of any member of the Authority against the interest of any prospective Respondent. Any such activities shall result in the exclusion of the prospective Respondent from consideration by the Authority.

G. Duty to Cooperate With Inspector General

Contractor agrees to comply with s.20.055(5), Florida Statutes and to incorporate in all subcontracts the obligation to comply with s.20.055, Florida Statutes.

H. Insurance Requirements

The successful Respondent, prior to the execution of a contract or agreement related to this procurement action, will be required to provide and maintain insurance coverages that are acceptable to the Authority, which requirements are set forth in the attached Exhibit 2. The policies of insurance shall be primary and written on forms acceptable to the Authority, and naming the City of Naples Airport Authority as additional insured.


.

.

655092.1 8/3/2018

I. Invoice Compliance Not Applicable

All invoices, bills, fees or other requests for compensation for services or expenses shall be submitted in detail sufficient for a proper pre-audit and post-audit thereof.

J. Travel Expenses Not Applicable

Bills for any travel expenses shall be submitted in accordance with Florida Statute 112.061. A State Agency may establish rates lower than the maximum provided in s. 112.061.

K. Prohibition Against Contingent Fees

The firm warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the firm to solicit or secure this agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the firm any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this agreement. For the breach or violation of this provision, the Authority shall have the right to terminate the agreement without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration.

L. Public Records

The Authority may unilaterally cancel this Agreement if Contractor refuses to allow the public access to all documents, papers, letters, or other material made or received by Contractor in conjunction with the Agreement, unless the records are exempt from s. 24(a) of Art. 1 of the Florida State Constitution and s. 119.07(1).

M. Public Access to Records Pursuant to applicable Florida law, the Contractor’s records associated with this Contract may be subject to Florida’s public record laws, Florida Statutes 119.01, et seq, as amended from time to time. Contractor shall comply with all public records obligations set forth in such laws, including those obligations to keep, maintain, provide access to, and maintain any applicable exemptions to public records, and transfer all such public records to the Authority at the conclusion of this Contract, as provided for in Section 119.0701, Florida Statutes. Upon request from the Authority, the Contractor shall provide the Authority with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. Specifically, if the Contractor is acting on behalf of the Authority, the Contractor shall:


.

.

655092.1 8/3/2018

1. Keep and maintain public records that ordinarily and necessarily would be required by the Authority in order to perform the services provided by the Contractor.

2. Provide the public with access to public records on the same terms and conditions that the Authority would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.

3. Ensure that public records that are exempt or confidential and exempt from

public records disclosure requirements are not disclosed except as authorized by law.

4. Meet all requirements for retaining public records and transfer, at no cost, to the

Authority all public records in possession of the Contractor upon the termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the Authority in a format that is compatible with the information technology systems of the Authority.

Failure by the Contractor to grant such public access shall be grounds for immediate unilateral cancellation of any agreement and/or contract by the Authority. The Contractor shall promptly provide the Authority with a copy of any request to inspect or copy public records in possession of the Contractor and shall promptly provide the Authority a copy of the Contractor’s response to each such request.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (239) 643-0733, [email protected] OR CITY OF NAPLES AIRPORT AUTHORITY, 160 AVIATION DRIVE NORTH, NAPLES, FLORIDA, 34104.

N. Preference to Florida Businesses Not applicable

Section 287.084, Florida Statutes requires that when the lowest responsible and responsive bid, proposal, or reply is by a vendor whose principal place of business is in a state or political subdivision thereof which grants a preference for the purchase of such personal property to a person whose principal place of business is in such state, then a preference shall be awarded to the lowest responsible and responsive vendor having a principal place of business within the state of Florida, which preference is equal to the preference granted


.

.

655092.1 8/3/2018

by the state or political subdivision thereof in which the lowest responsible and responsive vendor has its principal place of business. In a competitive solicitation in which the lowest bid is submitted by a vendor whose principal place of business is located outside the state and that state does not grant a preference in competitive solicitation to vendors having a principal place of business in that state, the preference to the lowest responsible and responsive vendor having a principal place of business in the state of Florida shall be five percent (5%). A vendor whose principal place of business is outside of the state of Florida must accompany any written bid, proposal, or reply documents with a written opinion of an attorney at law licensed to practice law in that foreign state, as to the preferences, if any or none, granted by the law of that state to its own business entities whose principal places of business are in that foreign state in the letting of any or all public contracts. A vendor whose principal place of business is in the state of Florida may not be precluded from being an authorized reseller of information technology commodities of a state contractor as long as the vendor demonstrates that it employs an internationally recognized quality management system, such as ISO 9001 or its equivalent, and provides a warranty on the information technology commodities which is, at a minimum, of equal scope and length as that of the contract.

This preference shall not apply to any projects for which federal aid funds are available.

O. General Civil Rights Provisions

The Respondent agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If the Respondent transfers its obligation to another, the transferee is obligated in the same manner as the Respondent. This provision obligates the Respondent for the period during which the property is owned, used or possessed by the Respondent and the airport remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.

P. Title VI Solicitation Notice The Authority, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.


.

.

655092.1 8/3/2018

Q. Federal Fair Labor Standards Act (Federal Minimum Wage) Not applicable

All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers.

The Respondent has full responsibility to monitor compliance to the referenced statute or regulation. The Respondent must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division.

R. Occupational Safety And Health Act Of 1970 Not applicable

All leases and subleases that result from this solicitation incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. The Respondent must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to its employee(s). The Respondent retains full responsibility to monitor its compliance and their sublessee’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). The Respondent must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor – Occupational Safety and Health Administration.

S. General Contract Conditions Not applicable The standard “General Contract Conditions” Form PUR 1000 (11/04), and the standard “General Instructions to Respondents” Form PUR 1001 (11/04), is each hereby incorporated by reference. The forms are available on the internet at http://dms.myflorida.com/purchasing.


https://protect-us.mimecast.com/s/PhhBCOY6ZyhNA9ofE1vol

VI. PROPOSAL CONTENT, REQUIREMENTS, AND FORMAT

In order to be eligible for consideration, Respondents must be in good standing with the Authority at the time the proposal is submitted and for the prior three (3) years. In making a determination of “good standing” consideration shall include, but not be limited to, monies owed to the Authority, defaults on any leases/contracts/agreements and/or any other negative legal processes or adverse terminations. Proposals from Respondents who have not previously entered into a prior lease/contract/agreement with the Authority shall be considered to be in good standing. Proposals from Respondents not in good standing shall not be evaluated. For purposes of this section, “Respondent” shall include all persons and entities having a beneficial and/or financial interest in the proposal, as well as the corporate/company officers and/or owners. The Authority will only consider proposals for aeronautical uses of the Premises, as defined by the Federal Aviation Administration (FAA) in Order 5190.6b as any activity that involves, makes possible, or is required for the operation of aircraft or that contributes to or is required for the safety of such operations. Consideration shall not be given to non-aeronautical uses of the Premises. Proposals for commercial operations must also comply with the Naples Municipal Airport Minimum Leasing and Operating Standards (“Minimum Standards”) in order to be eligible for consideration; however, business operators are encouraged to exceed these minimum requirements. The Minimum Standards are attached hereto as Exhibit 3. It is the responsibility of the Respondent to thoroughly examine this RFP and ensure that the proposal clearly and directly responds to each of the requirements, including, but not limited to its content and format. Proposals shall be accompanied by a non-refundable $500.00 application fee and include the following minimum information and forms (attached hereto in Appendix A) in the order outlined below to be eligible for consideration. Any proposal determined by the Authority to be non-responsive, and any modifications received after the proposal deadline, will not be evaluated.

A. Transmittal letter, not to exceed one (1) page in length, which includes an

acknowledgement of any addenda pertaining to this RFP.

B. Respondent Information Form, including full name and contact information of Respondent;

C. Use of Premises Information Form, including a description of the business and intended use of the Premises, a listing of products and/or services to be offered and evidence of compliance with the Minimum Standards;

D. Lease Information Form, including preferences for length of lease term, rent abatements or other concessions requested, Agreement commencement date, length of the proposed development period, and the proposed initial rental rate per square foot per year.


The total combined lease term shall not be greater than thirty (30) years, including any and all renewal and/or extension options. In consideration of the initial development period, the Authority may be willing to offer reasonable rent abatement or other concessions to the successful Respondent. Respondents desiring any such concessions shall describe them where indicated. In the event that two or more proposals are determined to be equally desirable, Respondents proposing fewer concessions shall be given preference. The desired Agreement commencement date is the Respondent’s preferred date by which to be bound by contractual terms and conditions with the Authority. While the Authority cannot guarantee that the Respondent’s desired date will ultimately be feasible, it is necessary to understand the Respondent’s preference in order to evaluate the proposal. It is acceptable to qualify responses with a time period (e.g. between, no earlier than, no later than, etc.). The length of the development period shall be understood to mean the period of time between the commencement date of an Agreement for lease of the Premises and completion of the proposed development. In the event that the Respondent proposes to complete the development in phases, then the milestones and timelines for each phase shall be briefly described. The initial annual rent per square foot per year shall not be less than $0.45. In the event that two or more proposals are determined to be equally desirable, Respondents proposing a higher initial rental rates shall be given preference.

E. If a commercial use is proposed, please provide an abbreviated business plan for the

operation. At a minimum, the plan shall include:

i. Detailed description of the business and the goods/services to be provided;

ii. Mission statement;

iii. Goals;

iv. Strategies;

v. Budget, funding sources, anticipated income and future projections; and

vi. Anticipated job creation, other benefits to the local economy and community.

F. Provide information regarding the proposed development of the Premises, including,

but not necessarily limited to:


i. Conceptual site plan;

ii. Conceptual elevation(s);

iii. Description of proposed construction materials, methods and finishes;

iv. Evidence of compatibility with existing businesses, land uses and airport

operations; and

v. Anticipated challenges or barriers to development and plan to overcome them.

G. Management

i. If a commercial use is proposed, provide the name and qualifications of

the anticipated on-site manager for the operation; or

ii. If a non-commercial use is proposed, provide the name and qualifications/position of the anticipated primary contact person for the proposed lease.

H. Past Performance

i. If a commercial use is proposed:

a. Provide documentation to support the experience and history of

the Respondent. Include the names, qualifications and contact information for all persons and entities having a beneficial and/or financial interest in the proposal, as well as the names, qualifications and contact information of corporate/company officers and/or owners;

b. Provide a list of all airports that the Respondent and its principals

have operated out of within the last five (5) years. If more than five (5) years have elapsed since the last experience, include previous on-airport experience with an explanation of the reason(s) for the gap;

c. Provide a description of the operations at each of the prior airports

and explain the relevance of the prior experience to the proposed use of the Premises. Provide an airport point of contact as a reference for each airport listed; and

d. Provide statistics to substantiate prior operations if the Respondent

has previously performed activities similar to those proposed.


ii. If a non-commercial use is proposed:

a. Provide the names and contact information for all persons and entities having a beneficial and/or financial interest in the proposal, as well as the names and contact information for any corporate/company officers and/or owners;

b. Provide a list of all airports at which the Respondent and any of

the persons or entities listed above have held a leasehold interest within the last five (5) years. If more than five (5) years have elapsed since the interest, include previous airport lease experience with an explanation of the reason(s) for the gap; and

c. Provide a brief description of the use of the leasehold property at

each of the prior airports and explain any relevance to the proposed use of the Premises. Provide an airport point of contact as a reference for each airport listed.

I. Provide documentation to demonstrate:

i. Respondent is an active business in good standing (if applicable);

ii. Respondent possesses the applicable FAA certificates to perform as

proposed (if applicable);

iii. Evidence of Respondent’s financial capacity to perform as proposed; and

iv. Evidence of Respondent’s ability to meet or exceed the standard insurance requirements contained in the sample Agreement, attached hereto as Exhibit 2. Respondents should note that the amounts and types of insurances that will ultimately be required may differ from those in the sample Agreement, depending upon the proposed use of the Premises.

J. Statement of Drug Free Workplace.

K. Non-Collusion Affidavit.

L. Provide any additional information that you believe would assist the Authority in the

evaluation of the proposal.

Proposals shall not exceed forty (40) pages, including the transmittal letter and the required forms in Appendix A.


The submittal shall consist of:

• One (1) unbound, one-sided printed original of the proposal;

• Nine (9) bound copies of the proposal, single- or double-sided;

• One (1) USB flash memory card (USB flash drive) containing only the submittal in Adobe Acrobat PDF format; and

• A non-refundable application fee in the amount of $500.00 payable by check or money order to the City of Naples Airport Authority.

The electronic format shall be exactly the same as the printed original and shall be presented as one (1) continuous file. Typewritten fonts shall be size ten (10) or larger.

The application fee shall be attached to the one-sided original in a manner that will permit it to be removed without damage.

Respondents submitting more than one (1) proposal alternative, shall submit a complete proposal package for each alternative.


VII. INSTRUCTIONS

All questions related to this Request for Proposals shall be submitted to the Authority in writing in Microsoft Word (or compatible) format to Heather LeDuc, Business Manager at [email protected] no later than 5:00 PM local time on July 23, 2020. Respondents are encouraged to verify receipt of questions by the Authority. Answers to questions will be posted at https://flynaples.com/doing-business-with-the-authority/open-bids/ in the form of an addendum to this RFP, which is the only method by which interpretation, clarification or additional information shall be given by the Authority. Oral or other interpretations or clarifications shall be without legal effect. To ensure that they receive notification of the posting of any such addenda, prospective Respondents are encouraged to register via email to [email protected] with a subject line containing the following text, “RFP Registration – North Quad Parcel 3”. Pre-proposal meeting attendees who provide a legible email address shall also be considered registered. No other forms of registration will be accepted. The email address from which the registration email is received, or which is legibly written on the meeting sign-in sheet, shall be the address to which any notifications will be sent. No other notifications will be made. To protect the professional integrity of this procurement process by shielding it from undue influences, the following statement shall be complied with from advertisement date through selection by the Authority’s Board of Commissioners: PROSPECTIVE RESPONDENTS SHALL NOT CONTACT ANY CITY OF NAPLES AIRPORT AUTHORITY OFFICIALS OR STAFF REGARDING THIS REQUEST FOR PROPOSALS, OTHER THAN THE SPECIFIED CONTACT PERSON. Sealed proposals shall include the non-refundable application fee and be clearly marked “RFP– North Quad Parcel 3” and will be received until 2:00 PM local time on August 12, 2020 at the following location:

City of Naples Airport Authority Attention: Heather LeDuc, Business Manager


If mailed, it is recommended that Respondents confirm receipt of proposal by the Authority. Proposal delivery to the Authority by the deadline is solely the responsibility of the Respondent. Facsimile, email or late submittals will not be considered. Upon receipt by the Authority, proposals shall become public records, which are subject to the requirements of Chapter 119, Florida Statutes, commonly known as the “Public Records” or “Sunshine Law”. Responding to this solicitation shall constitute a specific waiver of any claims against the Authority related to the disclosure of the Respondent’s proposal or any information contained therein.



Responding to this RFP shall in no way be construed as a commitment on the part of the Authority. The Authority reserves the right to reject any or all responses. The Authority may waive any irregularities in the RFP or the submitted responses and may cancel, re-advertise, postpone or modify the RFP schedule at any time. The Authority is not responsible for any costs incurred by the Respondent prior to the issuance of an executed Agreement.

The City of Naples Airport Authority adheres to the Americans with Disabilities Act and will make reasonable accommodations for access to Airport services, programs and activities. Please call (239) 643-0733 for further information. Requests must be made at least 48 hours in advance of the event in order to allow the Authority time to provide the requested services.


VIII. SELECTION

Proposals will be publically opened at Naples Municipal Airport, Airport Office Building, Second Floor Conference Room, 200 Aviation Drive North, Naples, FL 34104 at 2:05 PM local time, on August 12, 2020. Names of the Respondents shall be read aloud.

Authority staff will evaluate the proposals for responsiveness to the RFP requirements. The proposals that are deemed responsive shall be scheduled (at a date and time to be determined) for formal presentations to the Authority’s Board of Commissioners, which will determine whether the Authority shall enter into negotiations with the highest-ranked Respondent. The proposals shall be evaluated based on the criteria set forth below:

Category Description

Use of Premises

The degree to which the proposal would result in the highest and best use of the Premises. Greater consideration given to proposed commercial uses and the public demand for the proposed service(s).

Quality of Development

The quality of construction materials and finishes. In the event that two or more proposals are found to be equally desirable, the proposal with a higher standard of quality shall be given preference.

Proven Record of Success

The prior experience of the Respondent and the quality of the evidence of success provided (for commercial operations).

Financial Capacity

The demonstrated ability of the Respondent to perform as proposed with consideration given to the quality of evidence provided.

References Validation of past performance.

Proposed Lease Terms

Greater consideration shall be given to terms deemed most favorable to the Authority, including the proposed rent and length of lease(s).

Professionalism

The degree of professionalism and thoroughness demonstrated in the proposal.

Presentation

The quality of the content, professionalism and thoroughness of the presentation.

The final selection shall be made based on what is determined by the Authority, in its sole discretion, to be in its best interest.


A-0

APPENDIX A


A-1

RESPONDENT INFORMATION FORM

Request for Proposals for

Land Lease for Development of North Quadrant Land Parcel 3

Name of Company/Organization (if applicable)

Name of Individual Submitting Proposal

Address

Address (continued)

Phone Number Email

The undersigned certifies that the enclosed proposal is being submitted and is subject to the terms and conditions of the above-referenced Request for Proposals that was issued by the City of Naples Airport Authority on July 1, 2020.

Signature Date


A-2

USE OF PREMISES INFORMATION FORM

Proposed Use of the Premises:

Commercial Non-Commercial

Type of business proposed and description of goods and/or services to be provided (if applicable):

Category of Service to be provided (if applicable), as defined and described in the Minimum Leasing and Operating Standards (check all that apply): Aerial Applications Aircraft Charter Facility Aircraft Rental Facility Flight Training Facility Independent Aircraft Sales Facility Independent Repair Facility (Avionics or Instrument Maintenance) Maintenance Operations Facility (Aircraft Maintenance) Mobile Aircraft Washing Services Multiple Use/Service Facility Temporary Non-Based Commercial Aeronautical Service Provider Other Independent Commercial Aeronautical Activities Not Applicable (Non-Aeronautical Activity)

Will any waiver(s) and/or variance(s) from the provisions of the Minimum Leasing and Operating Standards be required in order to perform the activities described in the proposal? No Yes (please describe below)

Name of Respondent:


Name of Respondent: A-3

LEASE INFORMATION FORM

Describe the length of lease term desired, including any renewal options:

Describe any rent abatements or other concessions requested in consideration of the initial development period.

Agreement commencement date desired: Anticipated length of development period:

If development will be completed in phases, describe the milestones and time periods for each phase:

Proposed initial annual rental rate per square foot*: $

*Higher initial rental rates shall be considered favorably and earn a greater number of points than lower rental rates. In no event shall the rental rate be lower than $0.45 per square foot per year.


A-4

STATEMENT OF DRUG-FREE WORKPLACE Preference shall be given to businesses with drug-free workplace programs. Whenever two or more bids, proposals, responses or that are equal with respect to price, quality, and service are received by the State of Florida or by any of its political subdivisions for the procurement of commodities or contractual services, a bid, proposal or reply received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. In order to have a drug-free workplace program, a business shall:

1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use

of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition.

2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-

free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations.

3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the

statement specified in section 1.

4. In the statement specified in section 1., notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employees will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893of the Florida Statutes or of any controlled substance law of the United States or any state, for a violation occurring in the workplace, no later than five (5) days after such conviction.

5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation

program, if such is available in the employee's community, by an employee who is so convicted.

6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this program.

Select one or the other (not both) of the following certification statements. These statements are mutually exclusive.

This firm DOES NOT comply with the above requirements for a drug-free workplace.

As the person authorized to sign the statement, I certify that this Firm DOES fully comply with the above requirements.

Firm Name Name of Authorized Individual Authorized Signature Date


A-5

NON-COLLUSION AFFIDAVIT

STATE OF

COUNTY OF

I state that I, ______________________________________________, of _________________________________________ (Name and Title) (Name of Firm) am authorized to make this affidavit on behalf of my firm and its owner, directors and officers. I am the person responsible in my firm for the price(s) and amount(s) of this Response, and the preparation of the Response. I state that: 1. The price(s) and amount(s) of this Response have been arrived at independently and without consultation, communication

or agreement with any other Respondent, potential Respondent, Proposal, or potential Proposal.

2. Neither the price(s) nor the amount(s) of this Response, and neither the approximate price(s) nor approximate amount(s) of this Response, have been disclosed to any other firm or person who is a Respondent, potential Respondent, Proposal, or potential Proposal, and they will not be disclosed before Proposal opening.

3. No attempt has been made or will be made to induce any firm or persons to refrain from submitting a Response for this

contract, or to submit a price(s) higher that the prices in this Response, or to submit any intentionally high or noncompetitive price(s) or other form of complementary Response.

4. The Response of my firm is made in good faith and not pursuant to any agreement or discussion with, or inducement from,

any firm or person to submit a complementary or other noncompetitive Response. 5. Neither my firm nor its affiliates, subsidiaries, officers, directors, partners, owners, representatives, employees or parties

in interest are currently under investigation by any governmental agency and have not in the last three years been found liable for any act prohibited by state or federal law in any jurisdiction involving conspiracy or collusion with respect to the proposal or bid on any public contract, except as follows:

I state that I and the named firm understand and acknowledge that the above representations are material and important, and will be relied on by the City of Naples Airport Authority, for which this Proposal is submitted. I understand and my firm understands that any misstatement in this affidavit is, and shall be treated as, fraudulent concealment of the true facts relating to the submission of this Proposal.

_____________________________________________________________ Authorized Signature

The foregoing instrument was sworn to and subscribed before me by means of ☐ physical presence or ☐ online notarization,

on ___________________________, 2020 by ____________________________________, who [ ] is personally known to

me or [ ] has produced a ______________________ driver’s license as identification.

___________________________________________________________

Notary Public

My Commission Expires: _________________________________________________________


E-0

EXHIBITS


Development of North Quadrant Land Parcel 3

North Quadrant Parcel 3

E-1.1

EXHIBIT 1


NORTH QUAD - PARCEL 3

NAPLES AIRPORTNAPLES, FLORIDA

EXHIBIT DRAFTE-1.2


NAA Form (revised April 2020) - 1 -

LEASEHOLD AGREEMENT

THIS LEASEHOLD AGREEMENT (this “Lease”) is made as of the _______ day of _________________, 20____ (the “Effective Date”) by and between the CITY OF NAPLES AIRPORT AUTHORITY, a political subdivision of the State of Florida (the “Authority”) and ______________________________, a _____________________________ (the “Tenant”) (the Authority and Tenant collectively the “Parties”). The Parties hereby mutually covenant, agree and promise as follows: 1. PARTIES. The Authority’s address, telephone number and email are: 160 Aviation Drive North Naples, Florida 34104 Phone: 239-643-0733 Email: [email protected] The Tenant’s address, telephone number and email are: ________________________ ________________________ Phone: _________________ Email: _________________

2. PURPOSE. The purpose of this Lease is for Tenant to lease from the Authority a parcel of land more particularly described in Exhibit “A” attached hereto and made a part of this Lease (the “Premises”). The Premises is located on the Naples Municipal Airport (the “Airport”). Tenant covenants, agrees, promises and intends to construct improvements on the Premises as required by the Authority in accordance with the terms and conditions of this Lease.

3. STATEMENT OF LEASE.

In consideration of the payment and performance by Tenant of all rental payments, covenants and other amounts and obligations under this Lease, the Authority does hereby lease to Tenant the Premises, together with any improvements now existing or hereafter constructed thereon, subject to all of the terms and conditions hereof.

4. LEASE TERM. The Authority hereby leases the Premises to Tenant for a term (the “Lease Term”) which

shall commence upon the Effective Date and shall continue uninterrupted until the earlier of (a) thirty (30) years from Tenant’s satisfactory completion of construction of, and obtaining a certificate of occupancy from the City of Naples for, the Approved Hangar Facility and all related improvements in accordance with Subsection 11.A of this Lease or (b) thirty-two (32) years and six (6) months from the Effective Date of this Lease (the “Expiration Date”), unless the Lease Term shall be sooner terminated as provided in this Lease.



Upon expiration or termination of this Lease as herein provided, Tenant hereby waives any demand for possession of the Premises or any structure or improvement then situated thereon, including without limitation improvements made at Tenant’s expense, and Tenant agrees to vacate and return the Premises to Authority peaceably, quietly and in good order and condition, ordinary wear and tear excepted, and shall deliver the keys to the Premises to Authority at its offices described above. Time is of the essence under this Lease.

5. RENT.

A. Rental Rate. The rental rate to be paid by Tenant for the Premises under this Lease shall be $________ per square foot per annum. Tenant hereby covenants and agrees to pay this stated per square foot rental rate for the Premises, a parcel of land agreed by the Parties to contain __________ square feet. The rental payments from the Effective Date to the immediately following October 1st of this Lease shall be made in equal monthly installments of $____________ (the “Base Rental”), plus applicable sales or other tax, all due in advance on the first day of every calendar month (the “Due Date”) during the Lease Term. Payment shall be made in cleared funds by cash, check or electronic transfer regularly and monthly without notice from Authority during the Lease Term.

B. Increase in Rental Rate. The rental rate under this Lease shall at no time be less

than the Base Rental. The Authority and Tenant, however, agree and stipulate that the rental rate under this Lease may be unilaterally increased by the Authority, annually, effective October 1st of each year as set forth in the Authority’s Rates and Charges on file in the offices of the Authority’s Executive Director (collectively the "Rates and Charges"). The Rates and Charges are incorporated into this Lease and are made a part hereof. Tenant acknowledges and agrees that the Rates and Charges may be implemented and amended from time to time by the Authority in its sole and absolute discretion without notice to Tenant.

C. Place of Payment. Unless otherwise authorized in writing by the Authority, all

rents and fees shall be made payable to the “City of Naples Airport Authority,” and mailed by first class mail, postage prepaid, wired or personally delivered, to the Administrative Offices at 160 Aviation Drive North, Naples, Florida 34104, or such other address as the Authority’s Executive Director may designate, in writing.

6. LATE FEES AND CHARGES.

A. Right to Legal Proceedings. In the event Tenant fails to deliver to the Authority

the rent, taxes, fees, amounts or information as required to be paid or delivered under the provisions of this Lease so that they are received by the Authority later than the tenth (10th) day of each calendar month, the Authority reserves the right to commence any and all legal proceedings, including default or eviction proceedings, in accordance with the laws of the State of Florida. B. Interest Due. On each rental payment received after the Due Date under this Lease, and for all other amounts due but unpaid under this Lease, Tenant shall pay interest on such unpaid amounts at the maximum interest rate permitted by law in the State of Florida; provided, however, that this provision shall not be construed to create an obligation for Tenant to pay a usurious rate of interest to Authority.

C. Authority’s Right to Terminate. The inclusion of an obligation for Tenant to pay the Authority late charges and interest shall not preclude the Authority from terminating this Lease for Tenant’s non-payment of rent, amounts due for fees, taxes, expenses or charges, or from enforcing any other provisions contained herein.



7. RIGHT OF TERMINATION OR RELOCATION. The Authority reserves and has the right to terminate all or portions of this Lease upon giving Tenant not less than six (6) months’ written notice, if termination is deemed necessary by the Authority in its sole discretion to implement any phase or portion of any master or strategic plan of the Airport adopted by Authority; provided; however, before such termination of this Lease, the Authority may make available and offer to Tenant in its sole discretion, for the balance of the Lease Term, upon the same terms and conditions as set forth in this Lease, alternate premises located within the Airport, including structures and improvements equal to or greater in size than the area of the Premises. After the Authority gives Tenant notice of its intent to terminate this Lease pursuant to this provision, the Authority shall elect in its sole discretion one of the following options:

(i) Relocation. In the event that the Authority elects to relocate Tenant

pursuant to this provision, the actual out-of-pocket costs of moving Tenant’s equipment and other property to the alternate premises shall be paid by the Authority; or

(ii) Termination. The Authority may terminate this Lease, in which case, as its exclusive remedy, and in lieu of any other claims for costs, expenses and damages of any kind related to the Authority’s election to terminate, the Tenant shall be entitled to compensation for the fair market value of the leasehold interest, improvements and personal property taken for the balance of the Lease Term, as determined by the Authority or its representative. Tenant hereby waives, disclaims and releases any and all claims for costs, expenses and damages against the Authority related to termination of this Lease hereunder, except for the compensation provided for in this Subsection 7(ii).

8. PERMITTED USE OF PREMISES. Conditioned upon Tenant’s payment of the rental rate under this Lease, applicable taxes,

fees and all other amounts due hereunder and performance of all covenants, agreements, obligations and conditions required under this Lease and applicable law, Tenant shall and may continue to peaceably enjoy the Premises. Such quiet enjoyment is further subject to and conditioned upon Tenant adhering to all terms and conditions of this Lease, including, without limitation, the following covenants and obligations:

A. Aircraft Hangar. Subject to the terms and conditions of Section 9 of this Lease,

Tenant agrees that the Premises shall be used only for the operation of an aircraft hangar, including office space and/or related aviation facilities; and Tenant acknowledges, covenants and agrees that no other use or occupancy is authorized or shall be permitted. The Authority retains full control over the activities conducted on the Premises by modifying, amending and interpreting the Authority’s Rules and Regulations (as hereinafter defined).

B. Non-Exclusive Use. Tenant, as well as Tenant’s authorized subtenants, agents,

employees and customers, are permitted non-exclusive use of all runways, taxiways, taxi lanes, roads, rights-of-way and driveways to and from the Premises in common with other airport users. Tenant has the right to free access, ingress to and egress from the Premises. The Authority may, at any time, temporarily or permanently close or consent to the closing of any roadway or other right-of-way for such access, ingress or other area of the Premises presently or hereafter used as such. In such a case, a means of access, ingress and egress reasonably equivalent to that formerly provided shall be substituted and concurrently made available.

C. Exclusive Use of Premises for Aircraft Hangars. Tenant agrees that Tenant (and

any subtenants of Tenant approved by the Authority in accordance with the terms and conditions of this Lease) shall only use the Premises as an aircraft hangar, by which is meant a place to store airworthy aircraft, equipment related to such aircraft and related aircraft management office space. Tenant



acknowledges and agrees that (i) notwithstanding any subtenants of Tenant approved by the Authority, the Premises shall at all times be used primarily for storage of airworthy aircraft owned by Tenant and/or under Tenant’s exclusive control and (ii) if Tenant for any reason fails to store airworthy aircraft owned by Tenant and/or under Tenant’s exclusive control in the Premises for a continuous period in excess of six (6) months, then such failure shall constitute a non-monetary default subject to the remedies set out in Section 27 of this Lease.

9. LIMITS ON USE

A. Commercial Aviation Enterprise. Notwithstanding anything in this Lease to the contrary, except for a Limited SASO (as hereinafter defined), the operation of any commercial enterprise on the Premises is prohibited; provided, however, it is specifically agreed that nothing herein shall be construed as prohibiting Tenant from allowing its own employees, or an approved product service center, from performing services on Tenant’s own aircraft in its hangar on the Premises so long as the performance of all such services shall be conducted in accordance with Federal Aviation Regulations, the Authority’s Rules and Regulations and applicable law. Subject to compliance with Federal Aviation Regulations, the Authority’s Rules and Regulations and applicable law, the operation of the following limited commercial enterprises on the Premises shall be permitted: (i) independent aircraft sales facility; (ii) independent aircraft maintenance operations facility (aircraft maintenance); (iii) independent aircraft repair facility (avionics or instrument maintenance); (iv) aircraft rental facility; (v) aircraft charter facility; (vi) flight training facility; (vii) multiple use/service facility; and (viii) other independent commercial aeronautical activities approved in writing by the Authority in its sole discretion including aerial photography, aerial advertising, air cargo operations and aircraft storage rentals (each a “Limited SASO”). B. No Exclusive Rights. It is specifically understood and agreed that nothing herein contained shall be construed as granting or authorizing the grant of an exclusive right to Tenant of any aeronautical activity within the meaning of section 308 of the Federal Aviation Act.

C. Activity. Tenant (and any subtenants of Tenant approved by the Authority in accordance with the terms and conditions of this Lease) shall not engage in any aeronautical activities other than those permitted and described in Sections 8 and 9 of this Lease.

D. Rule Compliance. Tenant shall not engage in any activities that violate or depart from

the provisions and intent of the Authority’s Rules and Regulations. E. Statutory Compliance. Tenant agrees that it will not use, nor permit the Premises to be

used, for any unlawful purpose, defined to include conduct or activity prohibited by Federal, State, local law or ordinance or the Authority’s Rules and Regulations.

F. Spatial Limitations. This Lease confers no rights to the subsurface of the Premises more

than five (5) feet below the ground level or to the airspace above the existing rooftop of any structural improvement that is or becomes part of the Premises.

G. Rights of Authority. The Authority reserves the right to close the Airport or any portion

thereof, including without limitation the runway, taxiway, taxilane, apron, terminal buildings and automobile parking facilities, when necessary or convenient in the Authority’s sole discretion to further the Authority’s management of the Airport.



H. Proprietary Exclusive Right of the Authority to Sell Aviation Fuels. Notwithstanding

anything in this Lease to the contrary, Tenant acknowledges and agrees that the Authority, as the Airport sponsor, has the proprietary exclusive right to sell all aviation fuels at the Airport.

10. CONDITION OF PREMISES AND PERIODIC REHABILITATION. A. Acceptance of Present “As Is” Condition. Tenant hereby accepts the Premises,

and all improvements and appurtenances thereto in addition to the land, in their present “as is” condition as suitable for the purpose for which the Premises are leased.

B. Contamination. Tenant shall be responsible for any damage to or contamination

of the Premises occurring or discovered during Tenant’s tenancy whether or not due to the acts or omissions of Tenant, its officers, employees, business invitees, subtenants or assigns, in violation of any State, Federal or local law or regulation, and will decontaminate the Premises at its own expense if a violation of Federal, State or local law is charged. Tenant shall either document decontamination or provide to the Authority satisfactory evidence that the Premises is not contaminated. The Premises shall not be deemed to be decontaminated until the Authority so states in a written document addressed to Tenant.

C. No Liability. The Authority shall not be liable for any damages or loss suffered

by Tenant, or for injuries to persons or the Premises. D. Periodic Rehabilitation Required of Tenant. Tenant agrees that (i) during the ninth

(9th) year but prior to the tenth (10th) anniversary date of this Lease, (ii) during the nineteenth (19th) year but prior to the twentieth (20th) anniversary date of this Lease and (iii) a date two (2) years prior to the Expiration Date (each such date an “Inspection Deadline”) Tenant shall, at Tenant’s sole cost, deliver to the Authority a detailed written inspection report prepared by an independent commercial building inspector, architect, engineer or general contractor licensed by the State of Florida (the “Inspection Report”) of all of the improvements on the Premises (of both the exterior and interior thereof), certified to the Authority, including, but not limited to, the following: (1) air conditioning (HVAC) systems (if applicable); (2) doors, including the hangar doors, and hardware; (3) electrical systems; (4) elevators (if applicable); (5) exterior lighting systems; (6) signage; (7) fire sprinkler systems (if applicable); (8) security fences; (9) landscape/sprinkler systems; (10) moisture penetration; (11) mold/mildew incursion; (12) paving (parking, apron and tarmac); (13) plumbing systems (if applicable); (14) roofing systems; (15) site drainage; (16) smoke detectors; (17) structural components; (18) termite infestation; (19) windows and hardware; (20) appearance and cosmetic items; and (21) repair and maintenance recommendations. Subject to Section 11 hereof, Tenant covenants and agrees to complete, at Tenant’s sole cost, all repairs and maintenance recommended in the Inspection Report within ninety (90) days of each Inspection Deadline; provided, however, if the completion of such recommended repairs and maintenance requires more than ninety (90) days, Tenant shall have an additional ninety (90) day period commencing immediately upon expiration of the initial ninety (90) day period so long as Tenant is continuously and diligently taking all action necessary to complete all such recommended repairs and maintenance as soon as reasonably practical within such additional ninety (90) day period. Tenant understands and agrees that if all such recommended repairs and maintenance are not timely completed by Tenant in accordance with the terms and conditions hereof then this Lease shall, at the sole option of the Authority, terminate and Tenant shall surrender the Premises in accordance with Section 25 herein and all other terms and conditions of this Lease.

E. No Representations by the Authority. Tenant further acknowledges that no

representations as to the condition of the improvements, structures, paving, or the geology of the soil, on



the Premises, expressed or implied, have been made by the Authority, its officers, employees or agents prior to or at the execution of this Lease.

11. CONSTRUCTION.

A. Initial Hangar Facility Construction. Tenant shall construct upon the Premises, at its sole expense and in compliance with all of the terms and conditions of this Lease, an aircraft hangar, including office space and/or related aviation facilities, in strict accordance with the plans and specifications approved in writing by the Authority and all other requirements of this Lease (the “Approved Hangar Facility”). Tenant agrees that Tenant shall commence the construction of the Approved Hangar Facility within sixteen (16) months from the Effective Date of this Lease. In the event Tenant has for any reason not commenced the construction of the Approved Hangar Facility within sixteen (16) months from the Effective Date of this Lease, this Lease shall terminate and the Authority shall retain all funds paid to it by the Tenant. Tenant shall, in addition, be liable for any other damages sustained by the Authority as a result of Tenant’s failure to comply with this provision of this Lease. Tenant’s obligations under this Section 11 are personal to Tenant, and Tenant may not assign any of Tenant’s responsibilities hereunder except as specifically authorized in this Lease. Tenant warrants, covenants and agrees that Tenant’s obligations to pay for and construct the Approved Hangar Facility cannot be assigned to any other party; provided, however, Tenant shall be entitled to delegate performance of Tenant’s construction obligations under this Section 11 to general contractors and subcontractors licensed by the State of Florida so long as (i) all such general contractors are under the exclusive control of, and being paid solely by, Tenant pursuant to a binding written contract and (ii) all such subcontractors are under the exclusive control of, and being paid solely by, a general contractor of Tenant authorized hereunder pursuant to a binding written contract.

Tenant was the successful respondent with respect to “Parcel 3” under that certain Request for Proposals for Land Leases for Development of North Quadrant Land Parcel 3 issued by the Authority on July 1, 2020 (the “North Quad Parcel 3 RFP” which is incorporated into this Lease and by reference made a part hereof). In response to the North Quad Parcel 3 RFP, Tenant submitted that certain Proposal for Development of North Quadrant Land Parcel 3, dated on or about _________________ (“Tenant’s Parcel 3 Proposal” which is incorporated into this Lease and by reference made a part hereof). Tenant hereby agrees to observe, comply with and perform all of the terms, conditions, covenants, representations, warranties, requirements, promises, agreements and obligations set forth in the North Quad Parcel 3 RFP and Tenant’s Parcel 3 Proposal; provided, however, to the extent of any inconsistency or conflict with any provisions contained in this Lease with the North Quad Parcel 3 RFP and Tenant’s Parcel 3 Proposal, the provisions (or any portion thereof) which in the sole judgment of the Authority provides for the greatest protection, or otherwise operates in the best interest, of the Authority shall govern.

Tenant warrants, covenants and agrees to comply with all of the following terms,

conditions, covenants and obligations: (i) Commencement. Within twelve (12) months of the Effective Date of this Lease, Tenant shall deliver to the Authority, all drawings, plans and specifications for construction of the Approved Hangar Facility and related improvements contemplated to be constructed on the Premises at Tenant’s cost. Within thirty (30) days of receipt thereof, the Authority shall either notify Tenant of its approval of the proposed plans and specifications, or reject the proposed plans and specifications with recommended revisions. The Tenant shall prepare revised plans and specifications, consistent with the Authority’s recommendations. Tenant shall have the option of resubmitting to the Authority revised plans and specifications, incorporating the Authority’s recommended revisions, within thirty (30) days of Tenant’s receipt of the Authority’s recommended revisions; or, of terminating this Lease. In the event that



revised plans and specifications are submitted to the Authority, and the Authority again rejects the revised plans and specifications, the process shall repeat itself; however, this process shall be completed within fifteen (15) months from the Effective Date. In the event Tenant has not submitted acceptable plans and specifications to the Authority (and the Authority has approved the same in writing) within fifteen (15) months from the Effective Date, this Lease shall terminate, and the Authority shall retain all funds paid to it by the Tenant. In addition to Authority approval, Tenant shall obtain at its sole cost all necessary or appropriate approvals and permits from the City of Naples, State of Florida, FAA, South Florida Water Management District and all other required governmental or non-governmental agencies or parties. Notwithstanding anything herein to the contrary, Tenant acknowledges and agrees that: (a) plans and specifications will not be considered approved by the Authority unless and until a complete permit set has been approved in writing by the Authority’s Executive Director (provided, however, draft plans and specifications may be submitted by Tenant to the City of Naples’ Design Review Board for preliminary approval prior to application for approval to the Authority); and (b) all permit applications, modifications, responses to Requests for Additional Information (RAI) and other applications or correspondence to be submitted to the FAA, South Florida Water Management District and other governmental or non-governmental agencies or parties must first be sent to the Authority’s Executive Director for prior written approval (and Tenant understands and agrees that no communication with the South Florida Water Management District concerning the Premises or the Authority’s permit is allowed without the prior written approval of the Authority’s Executive Director).

(ii) Performance Bond or Letter of Credit. Prior to the commencement of construction of the Approved Hangar Facility or any other improvements on the Premises costing greater than Twenty Five Thousand and 00/100 Dollars ($25,000.00), Tenant shall cause to be obtained a payment and performance bond (that meets the requirements of Section 255.05, Florida Statutes) or letter of credit in a sum equal to the full cost of all such improvements. Said payment and performance bond, letter of credit or other security shall (a) name the Authority as an obligee or beneficiary thereunder, (b) be from a company acceptable to the Authority and licensed to do business in the State of Florida, (c) contain terms and conditions and be in form and substance satisfactory to the Authority, (d) guarantee the full and faithful performance of the construction and completion of all improvements (and payment to all persons supplying contractor labor, materials and supplies used directly or indirectly in the prosecution of the construction work provided) in accordance with final plans and specifications approved in writing by the Authority and (e) protect the Authority against all losses, liabilities, damages, expenses, claims and judgments caused by or resulting from any failure to perform completely all of the work described.

(iii) Plans and Survey. After the final plans and specifications are approved in

writing by the Authority, the Tenant shall diligently and continuously prosecute the construction of the Approved Hangar Facility and all related improvements in strict accordance therewith. Any and all modifications to the final approved plans and specifications shall require prior written approval of the Authority. Upon completion of the approved improvements, Tenant shall provide Authority with “as built” plans and an “as built” survey certified to the Authority.

(iv) Pre-Construction Meeting. Prior to commencement of construction,

Tenant shall schedule and participate in a pre-construction meeting with Tenant’s general contractor and the Authority.

(v) Engineering. Tenant must set the necessary boundary stakes on the Premises and shall provide any surveys required for the design of the area paving. Any material deviation



from the approved plans and specification must have prior approval by the Authority and any required governmental agency.

(vi) Utilities. Upon the prior written approval by the Executive Director,

Tenant may install other utilities on the Premises at its own cost and expense, including all connection, inspection, and service fees. All utilities must be installed underground, unless agreed to in writing by the Authority and waived by the City of Naples. The Authority may negotiate with Tenant for the over sizing or extension of utilities to serve other parcels on the Airport.

(vii) Paving and Concrete. Tenant must construct the pavement for the aircraft movement areas (including the apron and tarmac) and the concrete hangar floors to accommodate the heaviest aircraft expected to operate in the area, or fully loaded fuel trucks, whichever is of greater weight, with expected pavement life of no less than twenty (20) years. Any roadway access must be in accordance with the Florida Department of Transportation standards as set forth in the “Manual on Uniform Standards” for comparable construction. In addition, Tenant must install and modify as necessary pavement markings acceptable to the Authority to delineate all object free areas designated by the FAA from time to time.

(xiii) Finish Site Grading. Tenant shall perform, at Tenant’s expense, all finish grading of the Premises.

(ix) Frontage Clearances. Tenant shall insure that all frontages and clearance of the Approved Hangar Facility and related improvements (a) are in compliance with City of Naples and Collier County standards and (b) do not encroach upon any building restriction line.

(x) Safety Plan. Prior to commencing construction, Tenant shall submit to the

Authority for review and approval a written plan for maintaining the safety and security of the Airport and Premises during construction.

(xi) Inspection and Acceptance. Tenant shall obtain all building permits and

approvals required. All improvements related to the Approved Hangar Facility, including, but not limited to, buildings, site preparation, sub-grade preparation, paving, drainage and overall development of the Premises, shall be subject to inspection, testing, and acceptance by (a) all required governmental or non-governmental agencies or parties in accordance with applicable law and (b) the Authority in accordance with this Lease; provided, however, inspection, testing or acceptance by the Authority does not constitute a representation or warranty as to conformity with the zoning, building standards, codes, requirements or other obligations of any governmental or non-governmental agencies or parties.

(xii) Satisfactory Completion and Certificate of Occupancy. Notwithstanding

anything in this Lease to the contrary, Tenant shall satisfactorily complete construction of, and obtain a certificate of occupancy from the City of Naples for, the Approved Hangar Facility and all related improvements within thirty (30) months from the Effective Date of this Lease. In the event Tenant has for any reason not satisfactorily completed construction of, and obtained a certificate of occupancy from the City of Naples for, the Approved Hangar Facility and all related improvements within thirty (30) months from the Effective Date of this Lease, this Lease shall terminate and the Authority shall retain all funds paid to it by the Tenant. Tenant shall, in addition, be liable for any other damages sustained by the Authority as a result of Tenant’s failure to comply with this provision of this Lease.

B. Subsequent Construction Activity. After satisfactory completion of the Approved Hangar Facility and related improvements in accordance with Subsection 11.A, Tenant shall not commence



or conduct any additional or new construction or work, or alter, maintain or repair the Approved Hangar Facility or any other existing improvements on the Premises, which either (a) cost greater than One Hundred Thousand and 00/100 Dollars ($100,000.00) or (b) modify in any way the exterior appearance without the Authority’s prior written approval, which approval may not be unreasonably denied, delayed or conditioned. Tenant covenant and agrees that all construction, work, alterations, maintenance and repairs, regardless of the cost thereof, shall be constructed and installed in strict accordance with all applicable statutes, ordinances and building codes, the Authority’s Rules and Regulations and the regulations of any other authority that may have jurisdiction over the Premises and Tenant’s operations. Tenant is solely responsible for determining and obtaining all necessary permits and approvals, and for paying any and all fees required, for the construction, work, alterations, maintenance and repairs. The Authority’s approval of (or failure to review) Tenant’s plans and specifications does not constitute a representation or warranty as to their conformity with the zoning, building standards, codes, requirements or other obligations of the City of Naples, State of Florida, FAA, South Florida Water Management District or any other required governmental or non-governmental agencies or parties. Nothing in this Subsection 11.B shall prohibit Tenant from making emergency repairs to the extent necessary to protect the Approved Hangar Facility from sustaining immediate damage or loss; provided, however, (i) Tenant shall request the Authority’s approval of such emergency repairs in writing as soon reasonably practical but in no event more than thirty (30) days after commencing such emergency repairs (and the Authority’s approval of such emergency repairs may not be unreasonably denied, delayed or conditioned) and (ii) all such emergency repairs shall be constructed and installed in strict accordance with all applicable statutes, ordinances and building codes, the Authority’s Rules and Regulations and the regulations of any other authority that may have jurisdiction over the Premises and Tenant’s operations.

C. Vesting of Improvements. Tenant further agrees that all right and title to the Approved Hangar Facility and any and all alterations, additions and improvements made to the Premises during the Lease Term shall vest in the Authority upon installation, shall not be removed, and shall remain on the Premises as the property of the Authority upon the expiration or termination of this Lease.

12. NO LIEN ON THE AUTHORITY’S INTEREST IN THE PREMISES AND DISCHARGE OF LIENS.

A. The interest of the Authority in the Premises and the Airport is not subject to liens

for improvements or alterations made by Tenant. The Authority hereby notifies all general contractors, subcontractors, materialmen, lienors and other parties that any lien claimed as the result of improving (or furnishing labor, services or materials to) the Premises pursuant to a contract with Tenant or any other party (other than the Authority) shall extend to, and only to, the right, title and interest in and to the Premises, if any, of Tenant or other party who contracted for the improvements. This Subsection shall be construed so as to prohibit, in accordance with Section 713.10, Florida Statutes, the interest of the Authority as lessor in the Premises being subject to any liens for improvements made by Tenant or any other parties. In accordance with Section 713.10, Florida Statutes, the Authority shall have the right to post on the Premises and record in the public records notices of non-responsibility and such other notices as the Authority may reasonably deem proper for the protection of the Authority’s interest in the Premises and the Airport. Upon request, Tenant agrees to execute and deliver a notice or memorandum of lease, including some or all of the terms of this Subsection, to be recorded in the public records. Notwithstanding anything in this Lease to the contrary, Tenant acknowledges, warrants, covenants and agrees (a) that the interest of the Authority shall never be subject to liens for improvements made by Tenant or any other parties, (b) that Tenant shall notify all general contractors, subcontractors, materialmen, lienors and other parties making any improvements (or furnishing labor, services or materials) to the Premises of the provisions of this Subsection which prohibit the interest of the Authority as lessor in the Premises being subject to liens for



improvements made by Tenant or any other parties and (c) to execute immediately upon the Authority’s request from time to time a written notice in recordable form that complies with all of the requirements of Section 713.10, Florida Statutes, and is otherwise acceptable to the Authority in its sole discretion. Without limiting the generality if the foregoing, within five (5) days of the Authority’s request, Tenant shall execute with the formalities for recording a Notice Pursuant To Florida Statutes Section 713.10 in the form of Exhibit “B” attached hereto and made a part of this Lease and deliver the executed original thereof to the Authority.

B. Without limiting the effect or requirements of Subsection 12.A hereof, Tenant shall

not cause or allow any lis pendens, construction, labor, mechanic's or materialman's lien to be filed against the Premises, the Authority or the Authority's real or personal property. In the event of the filing of any lien, or any other charge whatsoever against the Premises, the Authority or its property, Tenant shall immediately take all necessary action to secure the release of same and shall provide, at Tenant's expense, all bonds, security or undertakings to accomplish the release of such liens. In the event Tenant fails to secure the release of any such liens, the Authority shall have the right, but not the duty or obligation, to take any action it deems appropriate to secure the release of any such lien including paying the underlying obligation to the lienor. Tenant agrees to indemnify and hold the Authority harmless from all liability, damages associated with this requirement, expense and costs, including reasonable attorney's fees.

13. RULES AND REGULATIONS AND MINIMUM STANDARDS. Tenant hereby agrees to observe and comply with, at its own expense, all laws, policies,

ordinances, rules, and regulations promulgated by the Authority and any other appropriate City, County, State, or Federal authority or agency having jurisdiction over the Airport and the Premises described in this Lease, during the Lease Term, including:

A. Rules and Regulations. Tenant shall observe and comply with the Authority's

Rules and Regulations for the Naples Municipal Airport, as from time to time amended, on file in the office of the Authority’s Executive Director (collectively the "Rules and Regulations"). The Rules and Regulations are incorporated into this Lease and by reference made a part hereof. Tenant acknowledges that the enforcement of the Rules and Regulations by the Authority constitutes the proper exercise of the Authority’s police power pursuant to the City of Naples Airport Authority Act of the Florida Legislature in 1969, as amended. The Rules and Regulations may be amended at any time, in the sole and absolute discretion of the Authority, including such reasonable and uniform landing fees, rates or charges, as may from time to time be levied for airfield operations, privileges and or services provided at the Airport, in its sole and exclusive discretion, or in accord with the directives of the Authority’s Executive Director.

B. Minimum Standards. Tenant shall observe and comply with the Authority's

Minimum Leasing and Operating Standards for the Naples Municipal Airport and any and all other rules and requirements on file in the offices of the Authority’s Executive Director (collectively the "Minimum Standards"). The Minimum Standards are incorporated into this Lease and are made a part hereof. The Minimum Standards may be implemented and amended from time to time by the Authority in its sole and absolute discretion without notice to Tenant. Tenant shall also comply with any and all applicable governmental statutes, orders, guidelines, rules and regulations.

14. AIRPORT OPERATIONS.

A. Conduct of Business by Tenant. In the use of the Premises pursuant to this Lease, Tenant shall conduct its operations in a lawful, ethical, orderly and proper manner so as not to interfere with the rights and privileges of others at the Airport and shall be responsible for the conduct, demeanor



and appearance of its employees and invitees and of those doing business with Tenant. Upon receipt of complaints concerning the conduct of its business, Tenant shall immediately address such complaints and correct any improper conduct as required by the Authority. B. Care of Aircraft. The responsibility for setting brakes, placing chocks, or otherwise securing any aircraft is solely that of the Tenant. Authority is under no obligation to move Tenant's aircraft into or out of the Premises. If, at Tenant's request, Authority does so move said aircraft, Tenant shall assume all risk of any and all damage or loss occasioned thereby, and shall pay the designated fee to the Authority.

C. Airport Hazards. Tenant agrees to refrain from any act or omission which would interfere with or adversely affect the operation or maintenance of the Airport, disturb the quiet enjoyment of the use of the Airport or surrounding property or otherwise constitute an Airport hazard. Activities which may constitute airport hazards including but not limited to any activity on the Premises which directly or indirectly produces unlawful amounts or levels of chemical, biological or electromagnetic radiation, air pollution (gasses, particulate matter, odors, fumes, smoke or dust), water pollution, noise, glare, heat emissions, radioactivity, electronic or radio interference with navigation and communication facilities for the operation of the Airport and its use by aircraft, trash or refuse accumulation, vibration, prop-wash, or jet blast, or which is hazardous or dangerous by reason or risk of explosion, fire, or harmful emissions. D. Based Aircraft Report. Tenant shall furnish to the Authority, within seven (7) days upon the Authority’s written request from time to time, a report of all aircraft located on the Premises. Such report shall include, at a minimum, the following items: aircraft type, make, model, registration number and any other information as may reasonably be requested by the Authority’s Executive Director or designee. 15. FLAMMABLE MATERIALS.

Flammable or explosive gases, liquids or solids shall not be allowed, kept or used on the

Premises except that aviation fuel may be stored in the internal fuel tanks in Tenant’s aircraft or other transportation related equipment, in which event any such substances shall be delivered in amounts, and stored and used, as approved by Authority in accordance with the Authority’s Rules and Regulations, the rules of the Florida Inspection and Rating Bureau and all other applicable statutes, guidelines and ordinances in force and effect during the term of this Lease.

16. WASTE, REPAIR, MAINTENANCE AND CLEANLINESS OF PREMISES. Tenant understands that good maintenance is its leasehold obligation, and agrees to

perform and comply with all of the following:

A. Waste. Tenant shall not commit, nor suffer to be committed, any waste or contamination on the Premises, including physical damage to the Premises, either negligent, intentional, or fail to repair and maintain the Premises.

B. Maintenance and Repair. Throughout the Lease Term, Tenant shall keep and

maintain, at its own cost and expense, the Premises and any improvements, fixtures, equipment, or landscaping thereon, in good order and repair, as determined by the Authority. Subject to the terms and conditions of Section 11 herein, Tenant shall make all necessary repairs thereto, including, without limitation, all structural and non-structural repairs, including repairs to building interior, building exterior,



paving, site improvements, fixtures, facilities and equipment, and shall replace all broken glass with glass of the same size and quality as that broken. All painted exterior surfaces and surfaces requiring treatment of any kind must be maintained in good condition and must be repainted or treated when reasonably required to preserve the structure and to maintain high standards of appearance at the Airport. All maintenance, repairs, and replacements must be of a quality substantially equal to the original materials and workmanship. Any changes in exterior paint colors are subject to prior written approval of the Authority.

C. Repair upon Notice of Authority. In addition to Tenant’s obligations under

Subsection 10.D of this Lease, within ninety (90) days of written notice by the Authority to the Tenant, Tenant must perform reasonable repair and maintenance as directed by the Authority.

D. Failure to Repair or Maintain. In the event Tenant fails to promptly undertake and satisfy the obligations imposed herein within ninety (90) days of written notice by the Authority to the Tenant, the Authority, in addition to the other remedies provided herein, shall have the right to enter on to the Premises and effect such repairs and recover one hundred ten percent (110%) of its costs and expenses from Tenant. If Tenant fails to reimburse the Authority for that amount within thirty (30) days of written demand, Tenant's failure to reimburse Authority shall constitute a default under this Lease.

E. Clean, Safe and Sanitary. Tenant shall keep the Premises and the immediately

adjacent property improvements in a clean, safe and sanitary condition according to the Authority's Rules and Regulations and all applicable governmental statutes, ordinances, guidelines, rules and regulations, and the direction of duly authorized public officers during the Lease Term, all at Tenant’s cost and expense. Tenant is responsible for removing all garbage, debris, contaminants and other waste material (solid or liquid) arising out of Tenant’s occupancy of the Premises or its operations.

F. Solid Waste. Tenant further agrees to contract with a franchised solid waste hauler to dispose of solid waste. Tenant shall be responsible for its own trash removal, dumpster maintenance, and construction debris removal at all times during the term of this Lease. Any garbage, debris, or waste which may be temporarily stored in the open must be kept in suitable garbage or waste receptacles equipped with tight fitting covers. In the event that the Authority removes or causes to be removed any waste from the Premises after Tenant’s failure to remove the same, Tenant agrees to reimburse Authority at one hundred ten percent (110%) of the cost of removal.

G. Liquid Waste. Tenant shall provide, as necessary, a separate drainage, collection,

or separation system to ensure that no untreated liquid waste from any type of operation be discharged directly on adjacent property or into the Airport’s storm drainage or sanitary system, including petroleum products, solvents, aircraft cleaning residue and oil change operations.

H. Vehicles. Tenant, its employees, subtenants, or customers, shall not keep

unlicensed or inoperable vehicles on any portion of the Airport, including the Premises. Operable but unlicensed vehicles necessary to Tenant’s aviation-related activities as allowed under this Lease are permitted.

I. Damage Caused. Tenant agrees to immediately report to the Authority any damage

Tenant, its tenants, customers, visitors, agents, contractors or employees cause to the runways, taxiways, taxi lanes, roads, rights-of-way and driveways to and from the Premises which it uses in common with other Airport users. Tenant shall reimburse the Authority for the full cost of repairs to these common areas caused by the Tenant or those using the Airport by or through Tenant.



J. Sewer Service. The Tenant shall pay the expense of providing City sewer service to the Premises and shall connect its improvements to the sewer main. Tenant shall pay all costs of connecting its improvements to the sewer including the installation of the lateral pipes, the hook-up fee and monthly charges as billed by the City of Naples or the Authority to the Tenant.

K. Fence. Tenant shall erect and, at all times during the term of this Lease, maintain

a Federal Aviation Administration (“FAA”) recommended fence as part of the Airport perimeter fence line. The Tenant’s portion of the fence line shall be specified and approved by the Authority. The Tenant’s portion of the fence shall be constructed and maintained at Tenant’s sole cost and expense. 17. STORM WATER DISCHARGE Tenant assures that no contaminants, pollution or hazardous material of any type will be discharged onto adjacent property or into the storm water system at the Airport, and agrees to be responsible for any discharge either by Tenant or by any of Tenant’s subtenants, agents, or employees, during the entire Lease Term. Any fine or expense for remedial action required by the Authority, by any agency or agencies having jurisdiction, as a result of actions on or discharges from the Premises, will be charged to Tenant, and Tenant shall immediately reimburse Authority for these costs, including attorneys’ fees.

18. SECURITY

The Authority is under no obligation to provide security to the Premises. Tenant may, at Tenant’s sole expense, employ security personnel, install security lighting, or maintain alarm systems. If Tenant elects to install outdoor lighting, Tenant must request permission from the Authority prior to installation. Security requirements are imposed on the Naples Municipal Airport by the FAA, Transportation Security Administration (“TSA”) and other agencies having jurisdiction over the Airport. Tenant covenants and agrees to comply with all such security requirements, at Tenant’s sole expense. In the event the Authority is fined or penalized by the FAA, TSA or any other agency for a security violation caused by the negligence or omission of the Tenant, or any of Tenant’s subtenants, Tenant shall immediately reimburse the Authority in full for all such fines or penalties. Tenant acknowledges and agrees that the Authority may (in the sole discretion of the Authority’s Executive Director), at the Authority’s sole expense, install and remove from time to time its own security equipment and improvements (including, without limitation, cameras, gates, lighting and alarms) on or about the Premises and improvements located thereon.

19. UTILITY SERVICES, TAXES AND FEES

A. Utilities. Tenant shall pay for all utilities with respect to the Premises or the

occupancy thereof, including without limitation, all costs of electric, water, sewer, trash pick up, refuse removal, telephone, internet and other services. Tenant shall have the privilege, at its sole expense, to access any existing water, stormwater management, electrical, phone, internet and other utility service facilities during the Lease Term. Should Tenant’s operations at any time require additional or modified utility service facilities, Tenant shall, at its sole expense, (i) construct, extend and/or relocate such utility service facilities to or within the Premises, (ii) obtain and/or relocate all necessary right-of-way easements or other entitlements from the Authority, City of Naples, utility providers and/or other applicable authorities or providers and (iii) pay the cost for all labor, materials, fees and expenses related thereto. Nothing herein



shall obligate Authority to provide or grant any utility service facilities, right-of-way easements or other entitlements to Tenant that are not presently available to the Premises.

B. Taxes and Fees. Tenant shall pay when due all valid taxes, special assessments,

excises, license fees and permit fees of whatever nature applicable to its operation or levied or assessed against the Premises, or improvements thereto. Tenant shall obtain and keep current all licenses, permits and certificates (City, County, State and Federal) required for the conduct of its activities at and upon the Airport and Premises.

If any federal, state or local property, sales, documentary stamp, intangible, excise or other taxes (including any related penalties and interest charges) shall now or hereafter become due with respect to this Lease, the leasehold interest hereunder, the Premises, the rent, costs, fees and other amounts paid hereunder or any other circumstance relating hereto (collectively “Leasehold Taxes”), Tenant shall promptly pay the entire cost of such Leasehold Taxes. If at any time required by the Authority in its sole discretion, Tenant shall include payment of the Leasehold Taxes and any other taxes, special assessments, excise, license fees and permit fees with the rental payments required hereunder; provided, however, that Tenant shall in no circumstances by obligated to pay any taxes based on the net income of Authority. Tenant further agrees not to permit any such Leasehold Taxes or other taxes, special assessments, excise, license fees and permit fees to become delinquent. Tenant agrees to indemnify and hold the Authority harmless from and against any claim, action, suit, demand, cost, expense or liability of any kind, whether known or unknown, relating in any way to such Leasehold Taxes or other taxes, special assessments, excise, license fees and permit fees.

20. SIGNS. Tenant agrees that it will not allow any signs, cards or placards to be posted or placed on the Premises except signs acceptable to the Authority. All signs shall be approved by the Authority’s Executive Director in advance, and shall conform with all ordinances of the City of Naples, Florida, and shall not extend above or beyond the walls and roofs of the buildings constructed on the Premises. Upon expiration of this Lease, Tenant shall remove all signs at the direction of Authority.

21. ASSIGNMENT, SUBLEASE, SALE AND ENCUMBRANCE.

A. Notice to the Authority. Should the Tenant intend to assign this Lease, sublet the Premises or a portion thereof, sell, encumber or otherwise transfer its interest in this Lease, the Premises, or in any improvements thereon, or allow any other persons or entities (except Tenant’s authorized representatives approved by the Authority) to occupy or use all or any part of the Premises, it shall first provide sixty (60) days written notice and request for consent for such alienation to the Authority prior to the date intended for the assignment of this Lease, sublease, sale, encumbrance, transfer, occupancy or use. Any such assignment, sublease, sale, encumbrance, transfer, occupancy or use shall not be permitted without the Authority’s prior written consent, which consent shall not unreasonably be withheld; provided, however, that (i) adequate security and guarantees of the obligations under this Lease, as deemed appropriate in the sole and absolute discretion of the Authority, are provided, executed and delivered and (ii) all sublessees of Tenant (and all occupants or users of any portion of the Premises other than Tenant) previously consented to in writing by the Authority are expressly prohibited at all times from assigning, subletting, selling, encumbering or otherwise transferring any of their respective interests in this Lease, the Premises or in any improvements thereon or allowing any other persons or entities to occupy or use all or



any part of the Premises. Further, the Authority may condition its consent upon an increase in the rental rate under this Lease and may require any other requirements, conditions or covenants before consenting to any such assignment, sublease, sale, encumbrance, transfer, occupancy or use. A sale, transfer or other conveyance of any sort of (i) all or any portion of the Premises, including all or any part of the Approved Hangar Facility or other improvements on or to the Premises, or (ii) a sufficient amount of the legal, beneficial or equitable ownership in Tenant to constitute a change in control (whether by merger, consolidation, reorganization or the transfer, redemption, cancellation and/or issuance of stock, membership interests, partnership interests, trust interests or otherwise), whether directly or indirectly, voluntary or by operation of law, or in one or a series of transactions, shall constitute an assignment of this Lease requiring the Authority’s prior written consent under, and Tenant’s strict compliance with, this Section 21. Any assignment of this Lease, sublease, sale, encumbrance, transfer, occupancy or use by Tenant is voidable and, at the Authority’s election, constitutes a default of this Lease if not accomplished in accordance with this Section 21. Further, the consent by the Authority to any assignment, sublease, sale, encumbrance, transfer, occupancy or use does not constitute a further waiver of the provisions under this Lease.

B. Grant of Right of First Refusal to the Authority: Notwithstanding the foregoing,

in the event Tenant intends to assign this Lease, sublet the Premises or a portion thereof, sell or otherwise transfer its interest in this Lease, the Premises or in any improvements thereon, Tenant shall first offer to assign, sublet, sell or transfer such interest to the Authority under the same terms and conditions offered to the proposed assignee, sublessee, purchaser or transferee, in writing, sixty (60) days prior to the date intended for such assignment, sublease, sale or transfer. The Authority shall have thirty (30) days from receipt of the aforementioned written offer from Tenant within which to exercise its right of first refusal, in writing, or it shall be deemed to have been waived by the Authority.

Failure of Tenant to comply with any of the covenants and requirements of this

Section 21 shall be deemed a default under Section 26 of this Lease. C. Sublease Approvals. Pursuant to Subsection 21.A herein, all subleases for hangar

and office space in the Premises are subject to the review and prior written approval by the Authority’s Executive Director (and such approval may be conditioned upon such requirements, conditions or covenants as deemed appropriate in the sole and absolute discretion of the Authority’s Executive Director). Subleases for hangar and office space in the Premises having a term in excess of the authority of the Authority’s Executive Director are subject to the review and additional prior written approval of the Authority’s Board of Commissioners (and such approval may be conditioned upon such requirements, conditions or covenants as deemed appropriate in the sole and absolute discretion of the Authority’s Board of Commissioners). It is acknowledged and agreed that any approved subtenants shall not be entitled to self-fuel their aircraft or otherwise utilize any fuel storage tank or dispensing equipment located at or near the Premises.

D. Contents of Request for Consent. Tenant’s request to Authority for consent to any

proposed assignment, sublease, sale, encumbrance, transfer, occupancy or use shall include the following information and documents:

(i) The name and address of the proposed assignee, sublessee, purchaser,

mortgagee/lender/lienholder, transferee, occupant or user;

(ii) The nature of the proposed assignee’s, sublessee’s, purchaser’s, mortgagee/lender/lienholder’s, transferee’s, occupant’s or user’s business to be carried out on the Premises;



(iii) Each of the terms and provisions of the proposed assignment, sublease, sale,

encumbrance, transfer, occupancy or use, including, without limitation, the full consideration for the assignment, sublease, sale, encumbrance, transfer, occupancy or use; and

(iv) Such other information and documentation as deemed appropriate in the sole

and absolute discretion of the Authority’s Executive Director.

E. Assignment of Rent Due. Tenant has the right to assign, sublease or transfer, or allow others to occupy or use, portions of the Premises subject to conditions as stated in this Section 21 of this Lease. If Tenant, or any assignee, sublessee or transferee of Tenant (or any occupant or user of any portion of the Premises), is in default or otherwise violates any terms or conditions of this Lease, and fails to cure the default or violation within ten (10) days of receiving written notice from the Authority, Tenant and such assignee, sublessee or transferee (or occupant or user) immediately and irrevocably assigns to the Authority, as security for the obligations under this Lease, all rent from any assignment, subletting or transfer (or occupancy or use) of all or part of the Premises. The Authority, as assignee for Tenant, or a receiver for Tenant appointed on Authority’s application, may collect the rent and apply it toward Tenant’s obligations under this Lease.

F. Assignment by Authority. Authority may assign, hypothecate, mortgage, pledge

or otherwise encumber its interest in this Lease, and may employ outside management services for lease administration.

G. Assignment Relieves Tenant. Upon a valid assignment of this Lease approved in

writing by the Authority, but not upon a sublease, encumbrance, or other transfer, the Tenant may, at the sole discretion of the Authority, be relieved of all obligations and liabilities arising from this Lease effective as of the date of such assignment.

22. REPRESENTATIONS, RELEASE AND INDEMNIFICATION. Tenant hereby represents and warrants to the Authority that (a) this Lease is in full force

and effect and is binding upon Tenant, (b) Tenant is not in default under any of its covenants or obligations under this Lease, (c) Tenant is the sole holder of the leasehold interest granted under this Lease, (d) the Authority has heretofore fully performed all of its obligations under this Lease and (e) Tenant has no defenses, claims or offsets against the Authority or against the obligations of the “Tenant” under this Lease. Except for claims caused by the Authority’s gross negligence or willful malfeasance, Tenant does hereby release the Authority, its officers, employees, attorneys, insurers and agents from and against any claim, action, suit, demand, cost, expense or liability of any kind, whether known or unknown, relating in any way to this Lease or the administration hereof, the Premises or improvements thereon, the Airport or the communications and business dealings between Tenant and the Authority through the Effective Date hereof.

Tenant covenants and agrees to save and hold harmless and indemnify the Authority and

the Authority’s past and present commissioners, directors, managers, employees, agents, insurers, attorneys, representatives, successors, and assigns, in both their individual and representative capacities, of, from and against any and all liabilities, losses, damages, costs, expenses, causes of action, suits, penalties, claims, demands, and judgments of every kind and nature, including, without limitation, attorneys' fees and expenses of defense (through all appeals), arising out of or in connection with:



A. any act, error or omission of Tenant or Tenant’s personnel, employees, subtenants, agents, suppliers, subcontractors, licensees, invitees or trespassers;

B. the performance of this Lease; C. the failure to fulfill any obligations of Tenant under this Lease; and D. the use and possession of the Premises.

The Authority shall select its own counsel and Tenant shall reimburse the Authority for all reasonable attorney’s fees and costs. The indemnification obligations under this Section 22 shall survive the termination of this Lease. Except for claims caused by the Authority’s gross negligence or willful malfeasance, this Section 22 shall also pertain to any claims brought against the Authority and the Authority’s past and present commissioners, officers, employees, agents, insurers, attorneys, representatives, successors, and assigns, in both their individual and representative capacities, by Tenant, any of Tenant’s personnel, employees, agents, suppliers, subcontractors, licensees, invitees or trespassers and anyone claiming by or through Tenant. Tenant’s obligations under this Section 22 shall not be limited in any way by Tenant’s limits of, or lack of, sufficient insurance protection.

23. INSURANCE REQUIREMENTS.

A. Insurance Coverage.

(1) Property Insurance - Tenant agrees to secure and maintain in force at its expense, a property insurance policy to include “Special Form” coverage, including Windstorm, Flood, Vandalism, and Malicious Mischief covering the Premises Building and Real Property and all improvements thereon and Personal Property/Contents thereof for full replacement value. If Flood Insurance is not available within the Property coverage, and the Improvements on the Premises are located within a Special Flood Hazard Area, then coverage shall be purchased from the National Flood Insurance Program (NFIP).

(2) General Liability Insurance - Tenant agrees to secure and maintain general

liability insurance covering Tenant’s activities, its use of the Premises, its operations at and use of the hangar, including personal injury, death and property damage claims and liability under the indemnities required herein. The General Liability Insurance policy shall have coverage limitations providing no less than $1,000,000 per occurrence/$2,000,000 aggregate. Coverage will extend to any vehicles or equipment that are not licensed for road use.

(3) Aircraft Liability Insurance - Tenant agrees to secure and maintain aircraft

liability insurance covering any aircraft stored on the Premises or on any other part of the Airport, including liability under the indemnities required herein. The Aircraft Liability Insurance policy shall have coverage limitations providing no less than $1,000,000 per occurrence/$2,000,000 aggregate.

(4) Automobile Liability Insurance – If Tenant’s operations utilize road-

licensed vehicles located on the Airport, all such vehicles shall be insured for a minimum of $1,000,000 per occurrence.



(5) Workers’ Compensation Insurance – Unless Tenant is exempt and not required by applicable law to do so, Tenant agrees to secure and maintain workers’ compensation insurance with a limit equal to or in excess of the minimum amount required by applicable law.

(6) Builder’s Risk Insurance – At all times during the construction of any improvements on the Premises, Tenant agrees to secure and maintain builder's risk insurance covering contractor's labor, materials and equipment to be used for completion of the work performed against all risks of direct physical loss, excluding earthquake and flood, for an amount equal to the full cost of the improvements.

B. Changes in Policy. Tenant shall provide Authority with notice of any proposed

change to any insurance coverage. The Authority maintains the right to reject a proposed change in Tenant’s insurance coverage or insurer, and in the event of a policy cancellation, the Tenant is required to obtain satisfactory successor insurance without lapse. If such provision is not available on the insurance policies, Tenant is required to notify Authority thirty (30) days prior to the policy cancellation, non-renewal or material change in coverage.

C. Evidence of Insurance. Tenant shall secure and deliver annually to Authority

appropriate insurance certificates showing evidence of coverage as required hereunder. Tenant shall file with the Authority a duly executed original certificate of insurance evidencing that the insurance required by this Lease is extended. Authority has the right to request copies of any policies required under this Section 23.

D. Form of Policies. All policies of insurance required under this Section 23 must be

in a standard form and written by qualified insurance companies satisfactory to the Authority. Insurance carriers must maintain throughout the term of this contract an AM Best rating of A- VII or better. All provisions set forth herein must be verified on the required Evidence/Certificates of Insurance.

(1) Certificate Holder, Additional Insured, and Loss Payee shall be listed as:

“City of Naples Airport Authority, a political subdivision of the State of Florida” at its address, 160 Aviation Drive North, Naples, FL 34104.

(2) All insurance policies shall contain a clause or endorsement by which the

insurance carrier waives all rights of subrogation against Authority, except where the Authority or its agents are liable for a specific act of gross negligence. Evidence of the Waiver of Subrogation shall appear on the Evidence/Certificate of Insurance.

(3) General/Aviation Liability policy(ies) shall name the “City of Naples

Airport Authority, a political subdivision of the State of Florida” as an additional insured. Evidence of that provision shall appear on the Evidence/Certificate of Insurance.

(4) Property policy(ies) shall name the “City of Naples Airport Authority, a

political subdivision of the State of Florida” as Loss Payee for its interest in the Premises. Evidence of that provision shall appear on the Evidence of Property Insurance form or similar Certificate of Insurance.

(5) All insurance policies shall provide that the Authority be given thirty (30)

days prior written notice of cancellation, non-renewal or material change in coverage or AM Best rating. Such provision shall appear on the Evidence/Certificate of Insurance. If such provision is not available on



the insurance policies, Tenant is responsible to notify Authority thirty (30) days prior to policy cancellation, non-renewal or material change in coverage.

(6) All of Tenant’s required insurance policies shall be primary and non-

contributory insurance to the Authority’s. Such provision shall appear on the Evidence/Certificate of Insurance.

(7) The Authority does not represent that the types or amounts of insurance

required herein are sufficient or adequate to protect Tenant’s interests or liability but are only minimum requirements. Authority reserves the right to require any other reasonable insurance coverage which the Authority deems necessary depending upon the risk of loss and exposure to liability. Tenant is solely responsible for any and all premiums and deductibles required with respect to all insurance required hereunder.

E. Notice. Tenant shall give the Authority prompt and timely written notice of any

claim made or suit instituted of which Tenant is aware that in any way directly, indirectly, contingently, or otherwise affects or might affect the Authority, and the Authority shall have the right to participate in the defense of the claim to the extent of its interest.

F. Lapse of Insurance Coverage. If Tenant shall fail to maintain insurance coverage

as required, then the Authority may, but is not obligated to, obtain same and add the cost of such insurance to next due rental payment. If the Authority does so, it may charge interest thereon at the rate of 18.0 % per annum, or at the maximum interest rate permitted by law in the State of Florida, whichever is greater, provided, however, that this provision shall not be construed to create an obligation for Tenant to pay a usurious rate of interest to the Authority, from the time of payment, which shall be added to the rental payment becoming due, and shall be collected as an additional charge.

G. Right To Increase or Modify Insurance Requirements. The Authority reserves

the right in its sole reasonable discretion to increase or otherwise modify on an annual basis throughout the term of this Lease all of the Tenant’s insurance requirements hereunder, including, without limitation, the types and form of insurance coverage required and the minimum amounts of each such required insurance coverage. The Authority will provide not less than thirty (30) days prior written notice to Tenant of any modifications to the insurance requirements hereunder.

24. ACCESS TO PREMISES. Tenant agrees to allow the Authority’s Executive Director, and other duly authorized

representative or agents of Authority, access at all reasonable times to the Premises for the purpose of examining or inspecting the Premises.

25. SURRENDER DAMAGES. Tenant, upon the expiration or at the termination of this Lease for any reason, shall vacate

the Premises and deliver immediate possession of the Premises to Authority. A. Personal Property. Upon termination or expiration of this Lease, provided all

amounts due to Authority have been paid, Tenant shall have the right and responsibility to remove all of its personal property exclusive of fixtures, which it has maintained on the Premises, which removal shall be accomplished no later than the termination or expiration date of this Lease. Electrical and plumbing



facilities, air conditioners and other permanently installed fixtures shall not be considered personal property. Tenant agrees to repair any damage occasioned by the removal of its personal property or damage caused by Tenant’s occupancy. In the event that Tenant fails to remove its personal property or to repair any damage done to the Premises by the expiration or termination date, the Authority reserves the right to remove and dispose of all such personal property abandoned, and to make any necessary repairs to restore the Premises, at Tenant’s expense.

B. Title to Improvements. Tenant acknowledges that at the expiration, cancellation,

or other earlier termination of this Lease, all buildings and improvements on the Premises become the property of the Authority, free and clear of all liability and encumbrances, and any further occupancy by the Tenant will be based on that ownership principle. Tenant further acknowledges that the Authority may choose to use the Premises for its own purposes and elect not to re-lease the Premises to any other party.

C. Failure to Surrender Premises. If Tenant fails to surrender the Premises to the

Authority on expiration, or after termination or cancellation of this Lease as required by this Section 25, Tenant shall defend, indemnify, and hold Authority harmless from all claims, liability, costs, and damages resulting from Tenant’s failure to surrender the Premises, including without limitation, claims made by a succeeding tenant or subtenant.

26. DEFAULT.

In addition to all other events of defaults described herein, each of the following shall constitute an event of default on the part of Tenant under this Lease:

A. Nonpayment. Failure to pay when due any installment of rental payments due

under this Lease or interest on late rental payments, or failure of Tenant to pay when due any taxes, fees, fines, charges, special assessments or other amounts due under this Lease, if such failure continues and is not fully cured within ten (10) days after written notification to Tenant of such failure; B. Cross-Default. The breach by Tenant of any other agreement, license, contract or permit between Tenant (or any officer, director, shareholder or principal of Tenant) and the Authority; C. Other Obligations. Failure by Tenant to perform any non-monetary obligation, agreement, covenant, condition or obligation under this Lease, if such failure continues and is not fully cured within thirty (30) days after written notification to Tenant of such failure; D. Violation of Law. The violation by Tenant of any local, state or federal aviation law, order, statute or ordinance (including any resolution of the Authority), if such violation continues and is not fully cured within ten (10) days after written notification to Tenant of such violation; E. Violation of Rules and Regulations. An infraction or violation of the Authority’s Rules and Regulations or Minimum Standards having continued beyond the cure period set out in the written notice by the Authority to the Tenant of such infraction or violation. The permissible cure period shall be determined by the Authority in its sole and absolute discretion on a case by case basis, depending on the seriousness of the infraction or violation; F. Bankruptcy. The filing of any voluntary petition in bankruptcy by Tenant, or the filing of any involuntary petition by Tenant's creditors which remains undischarged for a period of thirty (30) days. In the event that under applicable law the trustee in bankruptcy or Tenant has the right to affirm



this Lease and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, in such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant hereunder outstanding as of the date of the affirmance of this Lease and provide to Authority such adequate assurances as may be necessary to ensure Authority of the continued performance of all of Tenant's obligations under this Lease (and, further, the Authority shall receive all the protections available to creditors under the United States Bankruptcy Code including, but not limited to, section 365 thereof, as amended from time to time); G. Receivership. The appointment of a receiver to take possession of substantially all of the Tenant's assets or the Premises, if such receivership remains undissolved for a period of one hundred eighty (180) days after creation thereof; H. Attachment. The attachment, execution or other judicial seizure of this Lease or all or a part of Tenant's assets located at the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of ten (10) days after the levy thereof; I. Insolvency. The admission by Tenant in writing of its inability to pay its debts as they become due, the filing by Tenant of a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding or, if within thirty (30) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed; J. Death or Dissolution. The death of Tenant if Tenant is an individual, or the dissolution or termination of Tenant if Tenant is an entity, trust or other organization; and K. Pollutants. Any release by Tenant of pollutants, contaminants or hazardous materials on or from the Premises which is not decontaminated or otherwise remediated in full compliance with all applicable State, Federal and local laws and regulations at Tenant’s sole expense within one hundred eighty (180) days from discovery of such release.

27. AUTHORITY’S REMEDIES

The following shall constitute the Authority’s remedies upon the occurrence of any event of default set forth in Section 26 herein or elsewhere in this Lease (provided, however, the following remedies are not exclusive; they are cumulative and in addition to any other remedies now or hereafter allowed by law or equity): A. Termination. If an event of default under this Lease occurs, the Authority shall have the absolute right, with or without notice or demand, to immediately terminate this Lease, and recover possession of the Premises or any part thereof and expel and remove therefrom Tenant and any other person occupying the Premises, by any lawful means, and again repossess and occupy the Premises without prejudice to any of the remedies that Authority may have under this Lease, or at law or equity by reason of Tenant's default or of such termination; B. Continuation After Default. Even if Tenant has breached this Lease and/or abandoned the Premises, at Authority's option, this Lease may continue in effect, and Authority may enforce



all of its rights and remedies under this Lease, including, without limitation, the right to recover the rental payments under this Lease and all other amounts as it becomes due hereunder; and the Authority, without terminating this Lease, may exercise all of the rights and remedies of a landlord under the laws of the State of Florida. Acts of maintenance or preservation, efforts to lease the Premises, or the appointment of receiver upon application of the Authority to protect Authority's interest under this Lease shall not constitute an election to terminate Tenant's right to possession.

C. Damages Upon Termination. Should the Authority terminate Tenant's right to

possession or terminate this Lease, the Authority shall have all the rights and remedies of a landlord in addition to governmental police power all as provided by the laws of the State of Florida. At its option, the Authority may recover possession of the Premises and lease it to another tenant, reimburse itself for any expenses, and apply whatever net rent is derived from this transaction in reduction of the amounts due Authority from Tenant in rental payments and any other charges and amounts. Such re-leasing activity will be at the Authority's option and the Authority has no duty to exercise this option, but if the Authority does, such activity will not waive or release Tenant from its obligation to pay lease rental payments and all other amounts due under this Lease. Upon termination of Tenant’s right to possession or of this Lease, in addition to any other rights and remedies to which the Authority may be entitled under applicable law, Authority shall be entitled to recover from Tenant: (1) the amount at the time of award of the unpaid rental amount and other amounts which had accrued at the time of termination; (2) an amount equal to the amount by which the unpaid rental amount that would have been earned after termination until the time of award exceeds the amount of such rent loss that the Tenant proves could have been reasonably avoided; (3) the worth at the time of award of the amount by which the unpaid rent for the balance of the Lease Term after the time of award exceeds the amount of such rent loss that the Tenant proves could be reasonably avoided; and (4) any other amount necessary to compensate Authority for all the economic losses proximately or consequentially caused to the Authority by Tenant's failure to perform its obligations under this Lease. The amounts referred to in (1) and (2) shall be computed with interest at the maximum interest rate permitted by law in the State of Florida; provided, however, that this provision shall not be construed to create an obligation for Tenant to pay a usurious rate of interest to the Authority. The amount referred to in (3) shall be computed by reference to competent appraisal evidence of the formula prescribed by and using the lowest discount rate permitted under applicable law.

28. DESTRUCTION AND RESTORATION OF PREMISES. In the event that the Premises shall be destroyed or damaged in whole or in part by fire,

hurricane, flood or other casualty, then the following will apply: A. Unless otherwise approved in writing by the Authority, if the Premises are partially

destroyed and the damage does not exceed fifty percent (50%) of the aggregate value of all of the structures and improvements on the Premises prior to such destruction or damage, then (i) Tenant shall be obligated to reconstruct equivalent structures and improvements on the Premises using available insurance proceeds



towards the reconstruction cost, (ii) Tenant shall be obligated to commence reconstruction within three (3) months from the date of the destruction or damage and to complete reconstruction within twelve (12) months after the date of destruction or damage, (iii) the reconstruction shall be performed in strict accordance with the terms, conditions and requirements of Sections 10 and 11 of this Lease and (iv) the rental payments described in Section 5 of this Lease shall be proportionately abated (i.e., suspended) during the period commencing on the date of destruction or damage through reconstruction but in no event shall any rental payments due under this Lease abate in excess of twelve (12) months from the date of destruction or damage; provided, however, notwithstanding the foregoing, (a) any rent abatement hereunder shall be proportionate to the portion of the Premises that is rendered untenantable by the destruction or damage and is not otherwise occupied or used by Tenant or Tenant’s personnel, employees, subtenants, agents, suppliers, subcontractors, licensees or invitees and (b) there shall be no abatement of rent if such destruction or damage is caused by the negligent act, error or omission of Tenant or Tenant’s personnel, employees, subtenants, agents, suppliers, subcontractors, licensees or invitees. Tenant shall not be entitled to any compensation, benefits or damages from the Authority for loss of use of the whole or any part of the Premises and/or any inconvenience or annoyance occasioned by such destruction, damage or reconstruction.

B. Unless otherwise approved in writing by the Authority, if the Premises are partially

or fully destroyed and the damage equals or exceeds fifty percent (50%) of the aggregate value of all of the structures and improvements on the Premises prior to such destruction or damage, then Tenant shall have the option to reconstruct equivalent structures and improvements on the Premises using available insurance proceeds towards the reconstruction cost. If Tenant elects to reconstruct, then notice shall be provided in writing to the Authority within three (3) months from the date of the destruction or damage, then (i) Tenant shall be obligated to commence reconstruction within six (6) months from the date of the destruction or damage and to complete reconstruction within eighteen (18) months after the date of destruction or damage, (ii) the reconstruction shall be performed in strict accordance with the terms, conditions and requirements of Sections 10 and 11 of this Lease and (iii) the rental payments described in Section 5 of this Lease shall be proportionately abated (i.e., suspended) during the period commencing on the date of destruction or damage through reconstruction but in no event shall any rental payments due under this Lease abate in excess of eighteen (18) months from the date of destruction or damage; provided, however, notwithstanding the foregoing, (a) any rent abatement hereunder shall be proportionate to the portion of the Premises that is rendered untenantable by the destruction or damage and is not otherwise occupied or used by Tenant or Tenant’s personnel, employees, subtenants, agents, suppliers, subcontractors, licensees or invitees and (b) there shall be no abatement of rent if such destruction or damage is caused by the negligent act, error or omission of Tenant or Tenant’s personnel, employees, subtenants, agents, suppliers, subcontractors, licensees or invitees. If Tenant does not provide written notice to the Authority of Tenant’s election to reconstruct within three (3) months from the date of the destruction or damage, then this Lease shall automatically terminate in which case the Authority will retain all insurance proceeds relating to such destruction, damage or reconstruction as liquidated damages. Tenant shall not be entitled to any compensation, benefits or damages from the Authority for loss of use of the whole or any part of the Premises and/or any inconvenience or annoyance occasioned by such destruction, damage or reconstruction.

29. AIRPORT DEVELOPMENT. Tenant agrees that Authority may develop or improve the facilities at the Airport as it

deems advisable, regardless of the interests of the Tenant, and without interference or hindrance from Tenant.



30. ATTORNEY FEES. The prevailing party shall recover the attorney’s fees and costs incurred to enforce any

provision of this Lease including all costs of collection. Attorney's costs and expenses recoverable shall include all out of pocket expenses and shall not be limited by the Florida Statewide Uniform Guidelines for Taxation of Costs in Civil Actions.

31. RIGHT OF FLIGHT OPERATIONS. Tenant acknowledges and agrees that the Authority reserves for itself, its successors and

assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Premises, together with the right to cause in the airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation of or flight in the airspace, and for use of the airspace for landing on, taking off from, maneuvering, or operating on the Airport. Tenant's use and enjoyment of the Premises is subject to such noise and such other disturbance as may be inherent in such operations.

32. AIRCRAFT HAZARDS. A. Self-Help by Authority. Tenant acknowledges and agrees that the Authority reserves

the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent Tenant from erecting, or permitting to be erected, any building or other structure on or adjacent to the Airport which, in the opinion of the Authority, would limit the usefulness of the Airport or constitute a hazard to aircraft.

B. Navigational Aides. The Authority reserves the right during the Lease Term, any

renewal thereof, or any extension, to install air navigational aids including lighting, in, under and across the Premises, at the Authority’s expense. The Authority agrees to give Tenant no less than ninety (90) days’ notice of its intention to install the air navigational aids.

33. OBSTRUCTIONS. Tenant expressly agrees for itself, its successors and assigns, to restrict the height of

structures, objects of natural growth and other obstructions on the Premises to such height as to comply with Federal Aviation Regulations, Part 77.

34. CONDEMNATION.

A. Termination. If, at any time during the term of this Lease, the Authority’s possession or rights under its 99-year land lease with the City of Naples, dated December 3, 1969, is terminated or the entire or substantially all of the Premises shall be taken in condemnation proceedings or by any right of eminent domain, then this Lease shall terminate and expire on the date of such event and the rental payments under this Lease and all other amounts due hereunder shall be apportioned and paid to the date of such event. For purposes of this Section, “substantially all of the Premises” shall be deemed to have been taken if the remaining portion of property cannot be practically and economically used or converted for use by Tenant for the purpose permitted by this Lease.



B. Compensation. Nothing herein shall waive any right that Authority or Tenant may have concerning any rights to be compensated for the appropriation or taking of property or rights by condemnation.

35. NONDISCRIMINATION

The Tenant, for itself, its officers, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that in the event the Improvements on the Premises are operated for a purpose for which a Department of Transportation (“DOT”) program or activity is extended or for another purpose involving the provision of similar services or benefits, the Tenant shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to 49 CFR Part 21, Nondiscrimination in Federally-assisted Programs of the DOT, and as those regulations may be amended.

The Tenant for itself, its officers, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that:

(i) no person on condition of race, color, or national origin, shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of the Premises,

(ii) in the construction or alteration of any improvements on or over the Premises and the furnishing of services thereon, no person on the grounds of race, color, or national origin, shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination,

(iii) the Tenant shall use the Premises in compliance with all other requirements imposed by or

pursuant to 49 CFR Part 21, Nondiscrimination in Federally-assisted Programs of the DOT, and as those regulations may be amended.

36. GOVERNING LAW. This Lease shall be governed by and interpreted according to the laws of the State of

Florida. Any litigation involving this Lease or the use and occupancy of the Premises shall be filed and litigated in Collier County, Florida, in a non-jury proceeding. Tenant hereby waives and releases any right it has or may have to a trial by jury of any issue.

37. BINDING EFFECT. This Lease shall be binding upon, and inure to the benefit of the Parties hereto and their

successors and such assigns as may be approved by the Authority. This reference does not authorize an assignment or subletting by Tenant that is inconsistent with the restrictions on assignments and subletting, stated heretofore.

38. REMEDIES CUMULATIVE-NO WAIVER.

A. Cumulative Rights. The rights and remedies granted to Authority hereunder shall

be deemed to be cumulative and non-exclusive. The failure by Authority at any time to assert any such right or remedy shall not be deemed to be a waiver, and shall not preclude the entitlement to or the assertion of such right or remedy at a later date.



B. Acceptance of Partial Payments. The Authority may, at its exclusive option, accept partial or late payments from Tenant, without waiving any rights concerning collection of the full amount due, and without waiving the Tenant's default for non-payment. Authority may simultaneously accept partial payments due hereunder and still proceed to dispossess Tenant and/or terminate this Lease or its right to occupy the Premises. Nothing in this provision shall excuse Tenant from making timely payments as they are due.

39. NOTICE TO PARTIES. It is understood and agreed between the Parties hereto that written notice, mailed by

certified mail, return receipt requested, or hand delivered to Authority or Tenant or Tenant’s agent shall constitute proper and sufficient notice if sent to the places designated in Section 1 or at such other address as either party may designate to the other by notice in writing.

40. SEVERABILITY. In the event any provision of this Lease be determined by a proper judicial authority to be

unenforceable, such provision shall be considered separate and severable from the remaining provision of this Lease, which shall remain in force and be binding as though such unenforceable provision had not been included, unless the Authority in the reasonable exercise of its discretion determines that the provision found to be unenforceable goes to the essence of this Lease and its absence renders this Lease defective, then this Lease shall terminate and be of no further force or effect.

41. ENTIRE AGREEMENT. This Lease constitutes the entire agreement between the Parties hereto, supersedes any and

all prior written or oral agreements or understandings, and may be modified only by a writing executed by the Parties hereto.

42. DOMINANT AGREEMENTS. Tenant hereby covenants and agrees that all of Tenant’s rights and privileges under this

Lease are subject and subordinate to any and all rights, liens, licenses, leases, tenancies, mortgages, uses, encumbrances and other restrictions which may now or hereafter bind the Authority or encumber the Airport (or any part of the Premises), and to all renewals, modifications and extensions thereof. Without limiting the generality of the foregoing, Tenant expressly understands that this Lease is subordinate and subject to the Authority’s Rules and Regulations, Minimum Standards, any and all lending, bonding or certificate of participation, the 99-year land lease with the City of Naples, dated December 3, 1969, and any and all agreements between Authority and the FAA, State of Florida, Collier County, City of Naples or other government or quasi-government entity or agency, whether presently existing or hereinafter created. During times of war or national emergency, the Authority shall have the right to lease the landing area or any part thereof to the United States Government for military or naval or similar use, and, if such lease is executed, the provisions of this Lease insofar as they are inconsistent with the provisions of the lease to the United States Government, shall be suspended. Any executed lease, including this one, shall be subordinate to the provisions of any existing or future agreement between Authority and the United States, relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the Airport. Tenant hereby covenants and agrees to modify any of the terms and conditions of this Lease which may be determined to be in violation of existing or future laws, regulations, grant assurances or other requirements. In the event the Parties are unable to



mutually agree to a reasonable modification of the terms and conditions of this Lease pursuant to this Section 42, the Authority may rescind this Lease by providing thirty (30) days written notice to Tenant.

43. RADON DISCLOSURE. Radon is naturally occurring radioactive gas that, when it has accumulated in a building in

sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from the Collier County Public Health Unit.

44. HEADINGS. The Section headings are included in this Lease for reference purposes only, and shall not

be employed to interpret or to construe this Lease. 45. AUTHORIZATION. Each entity executing this Lease warrants and covenants that this Lease and its execution

of it has been duly authorized and approved by its respective governing board. 46. AMENDMENT. This Lease shall not be altered, changed, or amended except by instrument in writing

executed by the Authority and the Tenant. 47. FAA REQUIRED CONTRACT PROVISIONS.

A. Civil Rights – General. The Tenant agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. If the Tenant transfers its obligation to another, the transferee is obligated in the same manner as the Tenant.

This provision obligates the Tenant for the period during which the property is

owned, used or possessed by the Tenant and the Authority remains obligated to the Federal Aviation Administration. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.

B. Civil Rights – Title VI Assurances - Compliance with Nondiscrimination

Requirements. During the performance of this Lease, the Tenant, for itself, its assignees, and successors in interest (hereinafter referred to as the “Tenant”), agrees as follows:

(1) Compliance with Regulations: The Tenant (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts And Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this Lease.



(2) Non-discrimination: The Tenant, with regard to the work performed by it during this Lease, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Tenant will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21.

(3) Solicitations for Subcontracts, Including Procurements of Materials and

Equipment: In all solicitations, either by competitive bidding, or negotiation made by the Tenant for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Tenant of the Tenant’s obligations under this Lease and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin.

(4) Information and Reports: The Tenant will provide all information and

reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Authority or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a Tenant is in the exclusive possession of another who fails or refuses to furnish the information, the Tenant will so certify to the Authority or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information.

(5) Sanctions for Noncompliance: In the event of Tenant’s noncompliance

with the non-discrimination provisions of this Lease, the Authority will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to:

(a) Withholding any payments to the Tenant under this Lease until

the Tenant complies; and/or (b) Cancelling, terminating, or suspending this Lease, in whole or in

part.

(6) Incorporation of Provisions: The Tenant will include the provisions of Subsections 47.B(1) through (6) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Tenant will take action with respect to any subcontract or procurement as the Authority or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Tenant becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Tenant may request the Authority to enter into any litigation to protect the interests of the Authority. In addition, the Tenant may request the United States to enter into the litigation to protect the interests of the United States.

C. Transfer of Real Property Acquired or Improved Under the Activity, Facility, or Program.

(1) The Tenant for itself/himself/herself, its/his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that:



(a) In the event facilities are constructed, maintained, or otherwise operated on the property described in this Lease for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, Tenant will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities.

(2) With respect to licenses, leases, permits, etc., in the event of breach of any

of the above Nondiscrimination covenants, the Authority will have the right to terminate this Lease and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if this Lease had never been made or issued.

D. Construction/Use/Access to Real Property Acquired Under the Activity, Facility or Program.

(1) The Tenant for itself/himself/herself, its/his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that (a) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (b) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (c) that the Tenant will use the premises in compliance with all other requirements imposed by or pursuant to the List of discrimination Acts And Authorities.

(2) With respect to licenses, leases, permits, etc., in the event of breach of

any of the above nondiscrimination covenants, the Authority will have the right to terminate the licenses, leases, permits, etc. and this Lease and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if the licenses, leases, permits, etc. and this Lease had never been made or issued.

E. Title VI List of Pertinent Nondiscrimination Acts and Authorities. During the

performance of this Lease, Tenant, for itself, its assignees, and successors in interest, agrees to comply with the following non-discrimination statutes and authorities; including but not limited to:

• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin);

• 49 CFR part 21 (Non-discrimination in Federally-Assisted Programs of the Department of Transportation—Effectuation of Title VI of The Civil Rights Act of 1964);

• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);

• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27;

• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age);



• Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);

• The Civil Rights Restoration Act of 1987, (PL 100-209), (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);

• Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38;

• The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);

• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;

• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and

• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).

F. Federal Fair Labor Standards Act. This Lease and all contracts and subcontracts that result from this Lease incorporate by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part time workers. Tenant has full responsibility to monitor compliance to the referenced statute or regulation. Tenant must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division.

G. Occupational Safety and Health Act. This Lease and all contracts and subcontracts

that result from this Lease incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. Tenant must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. Tenant retains full responsibility to monitor its compliance and their subcontractor’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). Tenant must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor – Occupational Safety and Health Administration.



48. FLORIDA PUBLIC RECORDS LAWS.

A. IF TENANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO TENANT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS LEASE, CONTACT THE AUTHORITY’S CUSTODIAN OF PUBLIC RECORDS AT (239) 643-0733, [email protected] AND/OR 160 AVIATION DRIVE NORTH, NAPLES, FLORIDA 34104.

B. Tenant acknowledges and agrees that Tenant shall be required to comply with

Florida’s Public Records Laws, Chapter 119, Florida Statutes. Specifically, Tenant hereby covenants and agrees that it shall:

(1) keep and maintain public records required by the Authority to

perform the services under this Lease; (2) upon request from the Authority’s custodian of public records,

provide the Authority with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law;

(3) ensure that public records that are exempt or confidential and exempt

from public records disclosure requirements are not disclosed except as authorized by law for the duration of the term of this Lease and following completion of this Lease if Tenant does not transfer the records to the Authority; and

(4) upon completion of this Lease, transfer, at no cost, to the Authority all

public records in possession of Tenant or keep and maintain public records required by the Authority to perform the services under this Lease. If Tenant transfers all public records to the Authority upon completion of this Lease, Tenant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Tenant keeps and maintains public records upon completion of this Lease, Tenant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Authority, upon request from the Authority’s custodian of public records, in a format that is compatible with the information technology systems of the Authority.



IN WITNESS WHEREOF, the Parties have caused this Lease to be executed and delivered as of the Effective Date. WITNESSES: AUTHORITY: CITY OF NAPLES AIRPORT AUTHORITY, a political subdivision of the State of Florida Witness #1 Name: ________________

By: _____________________________________ Witness #2 Name: ________________ Christopher A. Rozansky, Executive Director Approved as to form and legal sufficiency: ________________________________ William L. Owens Counsel to the Authority WITNESSES: TENANT: _______________________________________ a ______________________________________ Witness #1 Name: ________________

By: _____________________________________ Witness #2 Name: ________________ _____________________________________


NAA Form (revised April 2020)

Page 1 of 2

Exhibit “A”

[LEGAL DESCRIPTION AND SKETCH OF IMPROVEMENTS]



Page 2 of 2

Exhibit “B”

[FORM OF NOTICE PURSUANT TO FLORIDA STATUTES SECTION 713.10] After recording, return to: City of Naples Airport Authority Attn: Leasing Office 160 Aviation Drive North Naples, Florida 34104 (239) 643-0733

NOTICE PURSUANT TO FLORIDA STATUTES SECTION 713.10 AND MEMORANDUM OF LEASE

This Notice Pursuant To Florida Statutes Section 713.10 And Memorandum Of Lease (hereinafter

referred to as this “Notice”) is made and executed as of the _____ day of __________, 20___ (hereinafter referred to as the “Effective Date”), by _________________________, a _________________________ (hereinafter referred to as “Tenant”) with an address of ________________________________, and the CITY OF NAPLES AIRPORT AUTHORITY, a political subdivision of the State of Florida (hereinafter referred to as the “Authority”) with an address of 160 Aviation Drive North, Naples, Florida 34104.

1. The name of the lessor to which this Notice applies is the City of Naples Airport Authority, a political subdivision of the State of Florida (i.e., the “Authority” defined hereinabove).

2. The legal description of the parcel of land to which this Notice applies is set forth in Exhibit “A” attached hereto and made a part hereof (hereinafter referred to as the “Parcel” and/or “Premises”).

3. The Authority has entered into a lease or leases with lessee(s) for the rental of premises on the Parcel, including, without limitation, that certain Leasehold Agreement, made as of the _____ day of __________, 20____, by and between the Authority and Tenant (hereinafter collectively referred to as the “Leases”).

4. The Leases prohibit, in accordance with Section 713.10, Florida Statutes, the interest of the Authority as lessor in the Premises being subject to any liens for improvements made by lessees or any other parties, including, but not limited to, Tenant. The specific language contained in the various Leases prohibiting such liability is as follows: “The interest of the Authority in the Premises and the Airport is not subject to liens for improvements or alterations made by Tenant. The Authority hereby notifies all general contractors, subcontractors, materialmen, lienors and other parties that any lien claimed as the result of improving (or furnishing labor, services or materials to) the Premises pursuant to a contract with Tenant or any other party (other than the Authority) shall extend to, and only to, the right, title and interest in and to the Premises, if any, of Tenant or other party who contracted for the improvements. This Subsection shall be construed so as to prohibit, in accordance with Section 713.10, Florida Statutes, the interest of the Authority as lessor in the Premises being subject to any liens for improvements made by Tenant or any other parties.”

5. All or a majority of the Leases entered into for premises on the Parcel of land expressly prohibit such liability.



Page 3 of 2

IN WITNESS WHEREOF, Tenant and the Authority have executed and delivered this Notice as of the Effective Date. WITNESSES: TENANT: ________________________________________ a _______________________________________ Witness #1 Name: ________________ By: _____________________________________ Witness #2 Name: ________________ _____________________________________ WITNESSES: AUTHORITY: CITY OF NAPLES AIRPORT AUTHORITY, a political subdivision of the State of Florida Witness #1 Name: ________________ By: _____________________________________ Witness #2 Name: ________________ Christopher A. Rozansky, Executive Director Approved as to form and legal sufficiency: ________________________________________ William L. Owens

Counsel to the Authority STATE OF FLORIDA ) COUNTY OF COLLIER ) ss.:

The foregoing instrument was acknowledged before me this _____ day of __________, 20___, by ____________________, as ________________ of _____________________, a ____________________. He/She [ ] is personally known to me or [ ] has produced ______________________ as identification.

________________________________________ Notary Public [Seal]

STATE OF FLORIDA ) COUNTY OF COLLIER ) ss.:

The foregoing instrument was acknowledged before me this _____ day of __________, 20___, by Christopher A. Rozansky, as Executive Director of the CITY OF NAPLES AIRPORT AUTHORITY, a political subdivision of the State of Florida. He [ ] is personally known to me or [ ] has produced ______________________ as identification.

________________________________________ Notary Public [Seal]



Exhibit “A” to

Notice Pursuant To Florida Statutes Section 713.10 And Memorandum Of Lease

771538.3


request for proposals · 2020-07-01 · july 1, 2020 . pre-proposal meeting and site visit july 16,...

Documents