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Agenda 09/10/2013 Item #16G2 9/10/2013 16.G.2. EXECUTIVE SUMMARY Recommendation that the Board of County Commissioners, acting in its capacity as the Collier County Airport Authority, approves the attached Third Amendment to the Collier County Long-Term Ground Lease and Sub-Lease Agreement with Turbo Services, Inc. OBJECTIVE: To reduce the amount of required Pollution Liability insurance for Turbo Services, Inc., to not less than One Million and 00/100 dollars ($1,000,000)per occurrence. CONSIDERATIONS: The Board of County Commissioners, acting in its capacity as the Collier County Airport Authority, approved a Long-Term Ground Lease and Sub-Lease Agreement (Ground Lease) between the Airport Authority (Lessor) and Turbo Services, Inc. (Lessee) for the construction of a turbine jet engine testing facility at the Immokalee Regional Airport with said Ground Lease to commence on April 1, 2011. On March 27, 2012, the Airport Authority approved the First Amendment to the Ground Lease which extended the date by which construction had to begin, changed addresses for notices, and incorporated certain clauses requested by the Federal Aviation Administration. On January 9, 2013, the Airport Authority approved a Second Amendment to the Ground Lease which extended the termination date of the Ground Lease to July 31, 2017, to coincide with five years from the date of the Certificate of Occupancy. The proposed Third Amendment is intended to reduce the required Pollution Liability insurance from Five Million and 00/100 dollars ($5,000,000) per occurrence to not less than One Million and 00/100 dollars ($1,000,000) per occurrence which more closely aligns to current airport industry standard requirements. Collier County Risk Management has reviewed data gathered from other airports, and concurs that the pollution liability insurance requirement for Turbo Services, Inc. should be reduced to not less than One Million and 00/100 dollars ($1,000,000)per occurrence. FISCAL IMPACT: There is no fiscal impact associated with this Executive Summary. GROWTH MANAGEMENT IMPACT: None. LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney and is approved as to form and legality, requiring majority support for approval. -JAK RECOMMENDATION: That the Board of County Commissioners. in it capacity as the Collier County Airport Authority, approves the attached Third Amendment to the Long-Term Ground Lease with Turbo Services, Inc., at the Immokalee Regional Airport. PREPARED BY: Chris Curry, Airport Authority Executive Director Packet Page -2548- 9/10/2013 16.G.2. COLLIER COUNTY Board of County Commissioners Item Number: 16.16.G.16.G.2. Item Summary: Recommendation that the Board of County Commissioners, acting in its capacity as the Collier County Airport Authority, approves the attached Third Amendment to the Collier County Long-Term Ground Lease and Sub-Lease Agreement with Turbo Services, Inc. Meeting Date: 9/10/2013 Prepared By Name: BrueggemanDebra Title: Operations Coordinator, Airport Authority 8/14/2013 9:13:45 AM Submitted by Title: Executive Director-Airport Authority,Airport Aut Name: Curry Chris 8/14/2013 9:13:46 AM Approved By Name: Curry Chris Title: Executive Director- Airport Authority,Airport Aut Date: 8/15/2013 1:21:26 PM Name: KlatzkowJeff Title: County Attorney Date: 8/20/2013 10:33:16 AM Name: GreenwaldRandy Title: Management/Budget Analyst.Office of Management & F, Date: 8/20/2013 2:11:52 PM Name: KlatzkowJeff Title: County Attorney Date: 8/22/2013 4:51:39 PM Packet Page-2549- 9/10/2013 16.G.2. Name: OchsLeo Title: County Manager Date: 8/23/2013 11:54:18 AM Packet Page -2550- 9/10/2013 16.G.2. THIRD AMENDMENT TO COLLIER COUNTY STANDARD FORM LONG-TERM GROUND LEASE AND SUB-LEASE AGREEMENT THIS THIRD AMENDMENT TO COLLIER COUNTY STANDARD FORM LONG- TERM GROUND LEASE AND SUB-LEASE AGREEMENT ("Ground Lease") is made and entered into this day of , 2013, by and between Turbo Services Inc., a corporation duly organized under the laws of Florida, (hereinafter referred to as "Lessee"), and the Board of County Commissioners of Collier County, Florida, acting in its capacity as the Collier County Airport Authority, (hereinafter referred to as "Lessor"), collectively stated as the"Parties." RECITALS: WHEREAS, the Parties entered into a Long-Term Ground Lease and Sub-Lease Agreement commencing April 1,2011 (hereinafter referred to as the"Ground Lease"); and WHEREAS, Lessee leases property at the Immokalee Regional Airport for the construction of a jet engine testing facility; and WHEREAS, on March 27, 2012, the Parties amended the Ground Lease through a First Amendment to the Long-Term Ground Lease and Sub-Lease Agreement; and WHEREAS, on January 9, 2013, the Parties amended the Ground Lease through a Second Amendment to the Long-Term Ground Lease and Sub-Lease Agreement; and WHEREAS, the Ground Lease and all subsequent amendments referenced above are attached hereto as Composite Exhibit A; and WHEREAS, the Parties wish to amend Paragraph 16 (Insurance), subparagraph e, of the Ground Lease, as amended, to more closely align with current airport industry standard requirements for pollution liability insurance. WITNESSETH NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration exchanged amongst the Parties, and in consideration of the covenants contained herein,the Parties agree as follows: All of the above RECITALS are true and correct and are hereby expressly incorporated nerein by reference as if set forth fully belovv, 2. Paragraph 16 of the Ground Lease, as amended, entitled (Insurance) is hereby amended as follows: * * * * * * * Page 1 of 2 Words Underlined--,- '--- "7---"°`— -k Through are deleted. Packet Page -2551- 1 9/10/2013 16.G.2. e. Pollution Liability insurance covering the accidental discharge and clean up of pollutants shall be maintained by the Lessee in an amount of not less than i Fve 'pion One Million and 00/100 dollars 45798078803 ($1,000.000) per occurrence. Such coverage shall cover third party liability and clean up coverage. * * * * * * * 3. Except as modified by this Amendment, the Ground Lease, as amended, shall remain in full force and effect. If there is a conflict between terms of this Amendment and the Ground Lease, as amended,the terms of this Amendment shall prevail. IN WITNESS WHEREOF, the Parties hereto caused this Third Amendment to Long- Term Ground Lease and Sub-Lease Agreement to be executed by their appropriate officials, as of the date first above written. AS TO THE LESSEE: TURBO SERVICES INC. By: Witness (signature) Tom Stout,President and CEO (Print name) *1, Witness (signature) (Print name) AS TO THE LESSOR: ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, CLERK COLLIER COUNTY, FLORIDA, IN ITS CAPACITY AS THE COLLIER COUNTY AIRPORT AUTHORITY By: By: , Deputy Clerl: y GEORGIA A. HILLER. ESQ., CHAIRMAN Appr I 1—j� form and legality: 41 Jeffrey . atzkow County ' 1e, ey Page 2 of 2 Words Underlined - - -' ' "' ' k Through are deleted. Packet Page -2552- composite 9/10/2013 16.G.2. Exhibit A COLLIER COUNTY STANDARD FORM LONGTERM GROUND LEASE AND SUB-LEASE AGREEMENT This Long-Term Ground Lease and Sub-Lease Agreement (hereinafter referred to as "Ground Lease") is entered into as of April 1, 2011 (the "Commencement Date"), by and between Turbo Services Inc., a corporation duly organized under the laws of Florida, whose mailing address is 1925 Banks Road,Margate,FL 33063,hereinafter referred to as "Lessee,"and the Board of County Commissioners of Collier County, Florida, acting in its capacity as the Collier County Airport Authority, whose mailing address is 2005 Mainsail Drive, Suite 1, Naples, Florida 34114,hereinafter referred to as "Lessor,"collectively stated as the"Parties?' RECITALS: WHEREAS, Lessor is responsible for operation and maintenance of the Immokalee Regional Airport ("Airport"), which it Sub-Leases from Collier County pursuant to a Sub-Lease agreement dated May 24, 1994, as amended, which Sub-Lease term expires May 23, 2025 ("Master Sub-Lease"); and WHEREAS, Lessee desires to lease property, as described in the attached Exhibit "A," to construct a jet engine testing facility at the Airport;and WHEREAS, the Board of County Commissioners of Collier County, Florida, acting in its capacity as the Collier County Airport Authority, finds that it is in the public interest to Sub- Lease this property to Lessee on the terms and conditions set forth below. WITNESSETH: NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration exchanged amongst the Parties, and in consideration of the covenants contained herein, the Parties hereby enter into this Ground Lease on the following terms and conditions: 1. Conveyance. On the terms and conditions set forth in this Ground Lease, and in consideration of Lessee's performance under this Ground Lease, the Lessor conveys to the Lessee the present possessory interest in the Leased Land described below. 2. Description of Leased Land. The Leased Land which is the subject of this Ground Lease is located at the Immokalee Regional Airport, Collier County, Florida, more particularly described in Exhibit"A,"hereinafter referred to as"Leased Land." 3. Conditions to Conveyance. Lessee warrants and represents to Lessor that it has examined the title and boundaries of the Leased Land. Accordingly, this conveyance is subject to all of the following: a. Any and all conditions, restrictions, encumbrances and limitations now recorded against the Leased Land; b. Any and all existing or future zoning laws or ordinances; Page 1 of 13 LP Packet Pare -2553- 9/10/2013 16.G.2. c. Any questions of title and survey that may arise in the future;and d. Lessee's satisfactory performance of all terms and conditions of this Ground Lease. 4. Use of Leased Land. The purpose of this Ground Lease is for Lessee to operate a testing facility for jet engines. Testing of jet engines will be conducted Monday to Friday between the hours of 8:00am to 5:00pm unless approved in advance and in writing by the Airport Manager. To effectuate this use, Lessee is required to construct a building as set forth below. Lessor shall have the right to terminate this Ground Lease should Lessee utilize the Leased Land or the Building(referred to collectively hereinafter as the"Premises")in any manner inconsistent with the approved use. In the event Lessee shall cease to use the Premises for the approved use, and such cessation of use shall continue for a period of sixty(60)days,this Ground Lease, at the option of the Lessor,upon thirty (30) days written notice to the Lessee, shall be terminated and Lessee shall surrender and vacate the Premises to the Lessor within thirty(30)days after notice of such termination. Provided, however, said sixty (60) day period shall be tolled if such cessation is caused by events beyond the control of the Lessee such as acts of God or if such cessation is due to closing for reconstruction or repairs to the building constructed by Lessee on the Leased Land. At no time will noise levels exceed 122 DB within 20 feet of the jet testing facility. 5. Lessee's Obligation to Build and Modifications to Building. Lessee shall design, permit and construct in compliance with all governmental regulations, at its sole cost and expense, a building to be solely utilized for the uses described in paragraph 4 above. The plans, specifications and building design for the Lessee's improvements to be constructed on the Leased Land are subject to reasonable approval by Lessor. Prior to applying for any building permit for improvements to the Leased Land,Lessee shall submit to Lessor for its approval such plans and specifications necessary to obtain a building permit for Lessee's intended improvements. Lessor shall have thirty (30) days after receipt of any submittal by Lessee to review Lessee's submittals and provide a written response as to whether the submittal is approved as submitted,not approved as submitted, or Lessor may provide Lessee with requested changes. If the submittal is not approved or if Lessor requests changes, Lessee shall submit revised plans that will meet with Lessor's approval or incorporate the requested changes into the plans. If Lessee determines not to revise its plans then Lessee may terminate this Ground Lease. Lessee may make nonmaterial changes to the approved plans from time to time to accommodate site issues or operating changes to Lessee's use of the Leased Land. Material changes from the approved plans will require Lessor's written approval,which approval shall not be unreasonably withheld. All plans shall be in conformity with Collier County standards. Construction must commence no later than one year from the date of this Ground Lease. In the event Lessee does not commence construction within such period, then the Lessor shall have the right to terminate this Lease and neither party shall have any further obligations to the other party. Upon commencement of construction, Lessee shall diligently pursue said construction to completion and complete said construction on or before twenty-four (24) months from commencement, subject to aelays beyond the control of the Lesse;.. Lessee shall be solely responsible for the costs of repairing any damage to Lessor'-roads, water and sewer facilities or other infrastructure located within or outside the Leased Land resulting from construction or use by Lessee, its agents, officers or employees. Lessee must demonstrate to Lessor that it has sufficient funds Page 2of13 (71 Packet Page -2554- 9/10/2013 16.G.2. necessary to complete any proposed project, and Lessor may require,as part of its approval, the posting of a construction bond or like security to assure completion of the proposed project. Notwithstanding anything to the contrary, it is expressly understood and agreed that Lessee has the right to terminate the Lease if, after the exercise of due diligence, it is unable to develop the contemplated building for any reason whatsoever. 6. Term of Ground Lease. The term of this Ground Lease shall commence on the Commencement Date first above written, and unless terminated earlier by the Parties, shall terminate on the 5th year anniversary date of this Ground Lease. Lessee is hereby granted five annual options to renew for an additional term of one year, so that if fully exercised this Lease will be renewed for an additional five years. Each renewal option must be exercised, if at all,by written notice to Lessor, and be received by Lessor no later than 30 days prior to the end of the Term or Extended Term. If exercised, the Lease shall be extended for an additional year on all the existing terms and conditions,except that rent shall be increased by the change in the CPI as set forth in paragraph 7 below. If Lessee holds over after the expiration of the lease term, such tenancy shall be from month to month under all of the terms, covenants and conditions of this Ground Lease (save rent) subject, however, to Lessor's right to seek legal relief to eject Lessee from the Premises as a holdover. Rent shall be doubled during any hold-over tenancy. 7. Rent. The Lessee agrees to pay the Lessor the sum of $11,376 per annum ("Based Rent"), in advance, for each year of the term, which includes the applicable sales tax, payable in monthly installments of$948.00, on or before the first business day of each calendar month during the term. Based Rent has been calculated on a rate of$0.14 per square foot per year. The Base Rent for any period less than a calendar month shall be prorated. Commencing with the third anniversary of the Commencement Date, and on each anniversary date thereafter, Tenant Base Rent may increase;provided, however,such increases shall occur only when it shall be determined that there has been an increase in the cost of living using the official Consumer Price Index Urban Wage Earners (CPI-U) base published by the Bureau of Labor Statistics, United States Department of Labor. The Consumer Price Index to be used will be that for the South Urban Size C Area(or comparable index if such index is discontinued), hereinafter called "CPI." An increase in the monthly Base Rent for the third and successive Lease Years, if any, shall be based upon a comparison of the most recent CPI published for the current Lease Year against the most recent CPI published greater than 12 months preceding the most current CPI. The amount of the additional Base Rent shall be the percentage difference between the two preceding CPI's. In no event shall the Base Rent, once increased, be decreased, nor shall it be increased more than once in a 12 month period. 8. Net Lease. Except for taxes and tax assessments, which is included in the Base Rent, this is a fully net lease, with Lessee responsible for all costs, fees and charges concerning the Premises. Accordingly,Lessee shall promptly pay when due and prior to any delinquency all costs, fees, trash removal services, utility charges, impact fees and obligations of any kind that relate to the Premises. Lessee will indemnify and hold Lessor harmless from any and all claims, costs and obligations arising from Lessee's use of the Premises. In case any action or proceeding is brought against Lessor by reason of Lessee's use of the Premises, Lessee shall pay all costs. attorneys' fees, expenses and liabilities resulting therefrom and shall defend such action or proceeding if Lessor shall so request, at Lessee's expense,by counsel reasonably satisfactory to Page 3 of 13 `C./ Packet Page-2555- 9/10/2013 16.G.2. Amok Lessor. It is specifically agreed however,that Lessor may at its own cost and expense participate in the legal defense of such claim,with legal counsel of its choosing. 9. Lessee's Liens and Mortgages. Lessee shall not in any way encumber the Premises, and shall promptly remove any and all liens placed against the Premises. All persons to whom these presents may come are put upon notice of the fact that the interest of the Lessor in the Premises shall not be subject to liens for improvements made by the Lessee and liens for improvements made by the Lessee are specifically prohibited from attaching to or becoming a lien on the interest of the Lessor in the Leased Land or any part of either. This notice is given pursuant to the provisions of and in compliance with Section 713.10, Florida Statutes. 10. Lessee's Obligation to Maintain Premises and Comply with All Lawful Requirements. Lessee, throughout the term of this Lease, at its own cost, and without any expense to the Lessor, shall keep and maintain the Leased Land, including any buildings and improvements thereon, in good, sanitary and neat order, condition and repair, and shall abide with all lawful requirements. Such maintenance and repair shall include, but not be limited to, painting, janitorial, fixtures and appurtenances (lighting, heating, plumbing, and air conditioning). Such repair may also include structural repair,if deemed necessary by the Lessee. If the Premises are not in such compliance in the reasonable opinion of Lessor, Lessee will be so advised in writing. If corrective action is not begun within thirty(30)days of the receipt of such notice and prosecuted diligently until corrective action is completed,Lessor may cause the same to be corrected and Lessee shall promptly reimburse Lessor for the expenses incurred by Lessor, together with a 5%administrative fee. 11. Quiet Enjoyment. Lessee shall be entitled to quiet enjoyment so long as Lessee has not defaulted on any of the terms of this Ground Lease. Accordingly, Lessee shall have the exclusive right to use the Premises during the term of this Lease. During the term hereof, Lessee may, in its sole discretion, improve, alter, maintain, or renovate the Building constructed by Lessee on the Leased Land. Any such work may be undertaken by Lessee at any time or times during the term hereof and no consent or approval of Lessor shall be required unless such work consists of major alterations from plans and specifications originally approved by Lessor as more fully provided for herein. Lessor agrees to co-operate with Lessee in connection with such construction and agrees to execute any documents required by governmental authorities evidencing Lessee's rights hereunder and consenting to such work. During the term of this Ground Lease, Lessee may erect appropriate signage on the Leased Land and the improvements constructed by Lessee thereon. Any such signage shall be in compliance with all applicable codes and ordinances. 12. Casualty and Condemnations a. Casualty. If the Premises are destroyed, rendered substantially inhabitable, or damaged to any material extent, as reasonably determined by Lessee and Lessor,by fire or other casualty, and Lessee must use the insurance proceeds, hereinafter referred to as "Proceeds," to rebuild or restore the Premises to substantially its condition prior to such casualty event unless the Lessor provides the Lessee with a written determination that rebuilding or restoring the Premises to such a condition with the Proceeds within a reasonable period of time is impracticable or would not be in the best interests of the Lessor, in which event, Proceeds shall be promptly remitted to Lessor. If the Lessor elects not to repair or replace the improvements, Page 4 of 13 Packet Pare -2556- 9/10/2013 16.G.2. then Lessee or Lessor may terminate this Ground Lease by providing notice to the other party within ninety(90)days after the occurrence of such casualty. The termination will be effective on the ninetieth (90th) day after such fire or other casualty, unless extended by mutual written agreement of the Parties. During the period between the date of such casualty and the date of termination, Lessee will cease its operations as may be necessary or appropriate. If this Ground Lease is not terminated as set forth herein, or if the Leased Land is damaged to a less than material extent, as reasonably determined by Lessee and Lessor, Lessee will proceed with reasonable diligence, at no cost or expense to Lessor, to rebuild and repair the Leased Land to substantially the condition as existed prior to the casualty. b. Condemnation. Lessor may terminate this Lease as part of a condemnation project. Lessor will use its best efforts to mitigate any damage caused to Lessee as a result of such termination; however, in no event will Lessor be liable to Lessee for any compensation as a result of such termination. 13. Access to Premises. Lessor, its duly authorized agents, contractors, representatives and employees,shall have the right after reasonable oral notice to Lessee,to enter into and upon the Premises during normal business hours,or such other times with the consent of Lessee,to inspect the Premises,verify compliance with the terms of this Ground Lease, or make any required repairs not being timely completed by Lessee. 14. Termination and Surrender, Unless otherwise mutually agreed by the Parties, within thirty (30) days after termination of the lease term, Lessee shall redeliver possession of the Premises to Lessor in good condition and repair. Lessee shall have the right at any time during Lessee's occupancy of the Premises to remove any of its personal property, equipment, and signs provided, however, at the termination of this Ground Lease, Lessor shall retain said improvements with fixtures on the Leased Land which improvements and fixtures will become the property of the Lessor upon Lessee's vacation of the Premises. 15. Assignment. This Ground Lease is personal to Lessee. Accordingly, Lessee may not assign this Ground Lease or sublet any portion of the building constructed on the Leased Land by Lessee without the express prior written consent of the Lessor, which consent will not be unreasonably withheld. Any purported assignment or sublet without the express written consent of Lessor shall be considered void from its inception, and shall be grounds for the immediate termination of this Lease. Lessor may freely assign this Lease upon written notice to Lessee. 16. Insurance. a. Lessee shall provide and maintain a Commercial General Liability insurance policy, approved in writing by Lessor and the Collier County Risk Management Department, for not less than Three Million and 00/100 Dollars (53,000,000.00) combined single limits during the term of this Ground Lease. If such amounts are ies:. than good insurance industry practice would require, Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty(60)days'advance notice to do so. Page 5 of 13 Packet Page -2557- 9/10/2013 16.G.2. b. In addition, Lessee shall provide and maintain Worker's Compensation Insurance covering all employees meeting the then existing Statutory Limits in compliance with the applicable state and federal laws. The coverage shall include Employer's Liability with a minimum limit of One Hundred Thousand and 00/100 Dollars ($100,000.00) per each accident. If such amounts are less than good insurance industry practice would require, Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty(60)days'advance notice to do so. c. Lessee shall also maintain standard fire and extended coverage insurance on the additions and improvements located on the Leased Land and all of Lessee's property located on or in the Leased Land including, without limitation, furniture, equipment, fittings, installations, fixtures(including removable trade fixtures),personal property and supplies, in an amount not less than the then-existing full replacement value. d. Business Automobile Liability Insurance, and Business Boat Liability Insurance, for automobiles and boats used by Lessee in the course of its performance under this Ground Lease, including Employer's Non-Ownership and Hired Auto Coverage, each said policy in amounts of One Million and 00/100 Dollars ($1,000,000.00) combined single limit per occurrence. If such amounts are less than good insurance practice would require, Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty (60) days' advance notice to do so. e. Pollution Liability insurance covering the accidental discharge and clean up of pollutants shall be maintained by the Lessee in an amount of not less than Five Million and 00/100 dollars ($5,000,000) per occurrence. Such coverage shall cover third party liability and clean up coverage. f. Lessor shall be named as an additional insured on the Commercial General Liability insurance policy. Lessor shall also be added as an additional insured on the Property Insurance policy as their interest may appear. The above-described insurance policies shall list and continuously maintain Lessor as an additional insured thereon. Evidence of such insurance shall be provided to Lessor and the Collier County Risk Management Department, 3311 East Tamiami Trail,Naples,Florida, 34112, for approval prior to the commencement of this Ground Lease; and shall include a provision requiring not less than ten (10) days prior written notice to Lessor in the event of cancellation or changes in policy(ies) coverage. If such amounts are less than good insurance practice would require, Lessor reserves the right to reasonably amend their insurance requirements by issuance of notice in writing to Lessee,whereupon receipt of such notice Lessee shall have thirty (30) days in which to obtain such additional insurance. The issuer of any policy must have a Certificate of Authority to transact insurance business in the State of Florida and must be rated "A' or better in the most current edition of Best's Insurance Reports. Each insurer must be responsible and reputable and must have financial capacity consistent with the risks covered. Each policy must contain an Page 6 of 13 Packet Page-2558- 9/10/2013 16.G.2. • endorsement to the effect that the issuer waives any claim or right of subrogation to recover against Lessor,its employees,representatives and agents. g. Failure to continuously abide with all of these insurance provisions shall be deemed to be a material breach of this Ground Lease and Lessor shall have the remedies set forth below. 17. Defaults and Remedies. a. Defaults by Lessee. The occurrence of any of the following events and the expiration of the applicable cure period set forth below without such event being cured or remedied will constitute a"Default by Lessee"to the greatest extent then allowed by law: i. Abandonment of Leased Land or discontinuation of Lessee's operation. ii. Lessee's material misrepresentation of any matter related to this Ground Lease. iii. Filing of insolvency,reorganization,plan or arrangement of bankruptcy. iv. Adjudication as bankrupt. v. Making of a general assignment of the benefit of creditors. vi. If Lessee suffers this Ground Lease to be taken under any writ of execution and/or other process of law or equity. vii. Lessee's loss of its federal IRS tax exempt status. viii. Lessee's failure to utilize the Leased Land as set forth in Exhibit B. ix. Any lien is filed against the Leased Land or Lessee's interest therein or any part thereof in violation of this Ground Lease, or otherwise, and the same remains unreleased for a period of sixty (60) days from the date of filing unless within such period Lessee is contesting in good faith the validity of such lien and such lien is appropriately bonded. x. Failure of Lessee to perform or comply with any material covenant or condition made under this Ground Lease,which failure is not cured within ninety (90) days from receipt of Lessor's written notice stating the non- compliance shall constitute a default(other than those covenants for which a different cure period is provided), whereby Lessor may, at its option, terminate this Ground Lease by giving Lessee thirty (30) days written notice unless the default is fully cured within that thirty (30) day notice period (or such additional time as is agreed to in writing by Lessor as being reasonably required to correct such default). However, the occurrence of any of the events set forth above shall constitute a material breach and default by Lessee,and this Ground Lease may be immediately terminated by Lessor except to the extent then prohibited by law. b. Remedies of Lessor. i. In the event of the occurrence of any of the foregoing defaults, Lessor, in addition to any other rights and remedies it may have, shall have the immediate right to re-enter and remove all individuals, entities and/or Page 7 of 13 Packet Pa:e -2559- 9/10/2013 16.G.2. i property from the Premises. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Lessee, all without service of notice or resort to legal process and without being deemed guilty of trespass, or being liable for any loss or damage which may be occasioned thereby. If Lessee does not cure the defaults in the time frames as set forth above, and Lessor has removed and stored property, Lessor shall not be required to store for more than thirty (30) days. After such time, such property shall be deemed abandoned and Lessor shall dispose of such property in any manner it so chooses and shall not be liable to Lessee for such disposal. ii. If Lessee fails to promptly pay, when due, any full installment of rent or any other sum payable to Lessor under this Ground Lease, and if said sum remains unpaid for more than five (5) days past the due date, the Lessee shall pay Lessor a late payment charge equal to five percent(5%) of each such payment not paid promptly and in full when due. Any amounts not paid promptly when due shall also accrue compounded interest of two (2%)percent per month or the highest interest rate then allowed by Florida law, whichever is higher ("Default Rate"), which interest shall be promptly paid by Lessee to Lessor. iii. Lessor may sue for direct, actual damages arising out of such default of Lessee or apply for injunctive relief as may appear necessary or desirable to enforce the performance and observance of any obligation, agreement or covenant of Lessee under this Ground Lease,or otherwise. Lessor shall be entitled to reasonable attorneys fees and costs incurred arising out of Lessee's default under this Ground Lease. c. Default by Lessor. Lessor shall in no event be charged with default in the performance of any of its obligations hereunder unless and until Lessor shall have failed to perform such obligations within thirty (30) days (or such additional time as is reasonably required to correct such default) after written notice to Lessor by Lessee properly and in meaningful detail specifying wherein, in Lessee's judgment or opinion, Lessor has failed to perform any such obligation(s). d. Remedies of Lessee. In partial consideration for the nominal rent charged to Lessee, Lessee hereby waives any claim it may have to direct or indirect monetary damages it incurs as a result of Lessor's breach of this Ground Lease, and also waives any claim it might have to attorneys' fees and costs arising out of Lessor's breach of this Ground Lease. Lessee's remedies for Lessor's default under this Ground Lease shall be limited to the following: For injunctive relief as may appear necessary or desirable to enforce the performance and observance of any obligation, agreement or covenant of Lessor under this Ground Lease. Page 8 of 13 61111110 Packet Pare -2560- 9/10/2013 16.G.2. Lessee may cure any default of Lessor and pay all sums or do all reasonably necessary work and incur all reasonable costs on behalf of and at the expense of Lessor. Lessor will pay Lessee on demand all reasonable costs incurred and any amounts so paid by Lessee on behalf of Lessor, with no interest. e. No Remedy Exclusive. No remedy herein conferred upon or reserved to either party is intended to be exclusive of any other available remedy or remedies, but each and every such remedy will be cumulative and in addition to every other remedy given under this Ground Lease or hereafter existing under law or in equity. No delay or omission to exercise any right or power accruing upon any event of default will impair any such right or power nor be construed to be waived,but any such right and power may be exercised from time to time and as often as may be deemed expedient. f. Non-Waiver. Every provision hereof imposing an obligation upon Lessee is a material inducement and consideration for the execution of this Ground Lease by Lessee and Lessor. No waiver by Lessee or Lessor of any breach of any provision of this Ground Lease will be deemed for any purpose to be a waiver of any breach of any other provision hereof or of any continuing or subsequent breach of the same provision, irrespective of the length of time that the respective breach may have continued. 18. Lease Manual. The Lessee shall be provided with the Lessor's Lease Manual (if any), which the Lessor may be amend from time to time. The terms of this manual shall be deemed to be incorporated by reference into this Ground Lease,and Lessee shall be bound by the terms of this Lease Manual, as of the 1St day of the second month the Lessee receives a copy of the Lease Manual or an amended Lease Manual. With respect to any terms in this Ground Lease which are in conflict with the Lease Manual,the Lease Manual shall control. 19. Rules and Regulations. The Lessee shall comply with the Lessor's published Rules and Regulations for this Airport,which are on file at the address set forth above,as such regulations may be amended from time to time by the Lessor including such reasonable and uniform landing fees, rates or charges, as may from time to time be levied for airfield operational privileges and/or services provided at the Airport. Lessee shall also comply with any and all applicable governmental statutes,rules,orders and regulations. 20. Airport Development. The Lessor reserves the right to further develop or improve the landing and other areas of the Airport as it sees fit, regardless of the convenience, desires or view of the Lessee,and without interference or hindrance. 21. Airport Operations. The Lessee shall prevent any use of the Leased Land which would interfere with or adversely affect the operation or maintenance of the Airport, or otherwise constitute an airport hazard, and will restrict the height of structures, objects of natural growth and other obstructions on the Leased Land to such height as comply with Federal Aviation kegutations, Part 77. Page 9 of 13 Packet Page-2561- 9/10/2013 16.G.2. Miscellaneous Legal Matters 22. This Ground Lease shall be construed by and controlled under the laws of the State of Florida. In the event of a dispute under this Ground Lease,the Parties shall first use the County's then-current Alternative Dispute Resolution Procedure. Following the conclusion of this procedure, either party may file an action in the Circuit Court of Collier County to enforce the terms of this Ground Lease, which Court the Parties agree to have the sole and exclusive jurisdiction. 23. This Ground Lease contains the entire agreement of the Parties with respect to the matters covered by this Ground Lease and no other agreement, statement or promise made any party, or to any employee, officer or agent of any party, which is not contained in this Ground Lease shall be binding or valid. Time is of the essence in the doing, performance and observation of each and every term,covenant and condition of this Ground Lease by the Parties. 24. In the event state or federal laws are enacted after the execution of this Ground Lease, which are applicable to and preclude in whole or in part the Parties' compliance with the terms of this Ground Lease, then in such event this Ground Lease shall be modified or revoked as is necessary to comply with such laws, in a manner which best reflects the intent of this Ground Lease. 25. Except as otherwise provided herein,this Ground Lease shall only be amended by mutual written consent of the Parties hereto or by their successors in interest. Notices hereunder shall be given to the Parties set forth below and shall be made by hand delivery, facsimile, overnight delivery or by regular mail. If given by regular mail, the notice shall be deemed to have been given within a required time if deposited in the U.S. Mail,postage prepaid, within the time limit. For the purpose of calculating time limits which run from the giving of a particular notice the time shall be calculated from actual receipt of the notice. Time shall run only on business days which, for purposes of this Ground Lease shall be any day other than a Saturday, Sunday or legal public holiday. Notices shall be addressed as follows: If to Lessor: County Manager Collier County Manager's Office 3299 East Tamiami Trail Naples,Florida 34112 CC: Real Property Management 3335 East Tamiami Trail Naples,Florida 34112 If to Lessee: Tom Stout, President Turbo Services Inc. 1925 Banks Road Margate,FL 33063 Page 10 of 13 C Packet Page -2562- 9/10/2013 16.G.2. Notice shall be deemed to have been given on the next successive business day to the date of the courier waybill if sent by nationally recognized overnight delivery service. • 26. Lessee is an independent contractor, and is not any agent or representative or employee of Lessor. During the term of this Ground Lease,neither Lessee,nor anyone acting on behalf of Lessee, shall hold itself out as an employee, servant,representative or agent of Lessor. Neither party will have the right or authority to bind the other party without express written authorization of such other party to any obligation to any third party. No third party is intended by the Parties to be a beneficiary of this Ground Lease or to have any rights to enforce this Ground Lease against either party hereto or otherwise. Nothing contained in this Ground Lease will constitute the Parties as partners or joint ventures for any purpose, it being the express intention of the Parties that no such partnership or joint venture exists or will exist. Lessee acknowledges that Lessor is not providing any vacation time, sick pay, or other welfare or retirement benefits normally associated with an employee-employer relationship and that Lessor excludes Lessee and its employees from participation in all health and welfare benefit plans including vacation, sick leave, severance, life, accident, health and disability insurance, deferred compensation,retirement and grievance tights or privileges. 27. Neither party to this Ground Lease will be liable for any delay in the performance of any obligation under this Ground Lease or of any inability to perform an obligation under this Ground Lease if and to the extent that such delay in performance or inability to perform is caused by an event or circumstance beyond the reasonable control of and without the fault or negligence of the party claiming Force Majeure. "Force Majeure" shall include an act of God, war(declared or undeclared), sabotage, riot, insurrection,civil unrest or disturbance, military or guerrilla action, economic sanction or embargo, civil strike, work stoppage, slow-down or lock- out, explosion, fire, earthquake, abnormal weather condition, hurricane, flood, lightning, wind, drought, and the binding order of any governmental authority. 28. Lessee will not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any Hazardous Materials upon or about the Leased Land, nor permit employees, representatives, agents, contractors, sub-contractors, sub-sub-contractors, material men and/or suppliers to engage in such activities upon or about the Leased Land, except those involved in the practice of Turbo Services' Industry and approved land use and SIC Code, including fuel and oil required to test the engines. 29. In compliance with Section 404.056, Florida Statutes, all Parties are hereby made aware of the following: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your County Public Health Department. 30. Lessee shall execute this Ground Lease prior to it being. submitted for approval tr. the Board of County Commissioners, in its capacity as the Collier County Airport Authority. This Ground Lease may be recorded by the County in the Official Records of Collier County, Page 11 of 13 �1. Packet Page-2563- 9/10/2013 16.G.2. Florida, within fourteen (14) days after the County enters into this Ground Lease, at Lessee's sole cost and expense. IN WITNESS WHEREOF, the Lessee and Lessor have hereto executed this Ground Lease the day and year first above written. AS TO THE LESSEE: ) bo Services/Inc. �r,-,� ■∎ _ / •�/�/ By: . �Lc Ill itness signature) Tom tout,Pr:. dent and CEO ./51.9.e/7'/SEX (print name) Witness(signature) 5n*a.1 3e,5(- (print name) AS TO THE LESSOR: '', AI-LEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK,CLERK COLLIER COUNTY, FLORIDA, IN ITS CAPACITY AS THE COLLIER COUNTY AIRPORT AUTHORITY By . Ii °a.. •4 1> :C.. BY: W' t* 4,1 :,t y.Clerk FRED W.COYLE,Chairman fi tina Approv .,s 40.foi t'3'j ' and 1 , 'dincy: Al! Jeffre . 1'zkow Count .tt I, ey Page 12 of 13 ir Packet Page -2564- 9/10/2013 16.G.2. war IS luo- 1.- iVSAMf1S\NYId MdJ.Stfri\lsl) S4JIAMjS 01.1arli\II06-Ji/8flS-S1J4rU d\'S i I vi gm_ ptgitririti ;. it: 1 2 R ` , Yd3 � M Z x`J N 45 F i5� d �p EC 2: §4odmiT3 $ws �o r Eti Ow ev}y W ��. .11-x mmn �mi`.. ; *g tom'. 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I. r _ FL te ,, . \` 0_ ,_____=____t_ __ Packet Pare -2567- 9/10/2013 16.G.2. , f • S FIRST AMENDMENT TO COILLIER COUNTY STANDARD FORM 7) LONG-TERM GROUND LEASE AND SUB-LEASE AGREEMENT THIS AMENDMENT TO COLLI R COUNTY STANDARD FORM LONG-TERM GROUND LEASE AND SUB-LEASE AG EMENT ("Amendment") is made and entered into this ;. •-i +, day of r".\.I r , C in , 2012, by and between Turbo Services Inc., a corporation duly organized under the laws o Florida, (hereinafter referred to as "Lessee"), and the Board of County Commissioners of Collier County, Florida, acting in its capacity as the Collier County Airport Authority,(hereinafter referred to as"Lessor"),collectively stated as the"Parties." RECITALS: WHEREAS,the Parties entered into an agreement dated April 1, 2011 (hereinafter referred to as the"Ground Lease")a copy of which is attached hereto;and WHEREAS,Lessee leases property at the Immokalee Regional Airport for the construction of a jet engine testing facility; and WHEREAS, the Parties wish to anjend Paragraph 5 (Lessee's Obligation to Build and Modification to Building)and Paragraph 15;and I WHEREAS,Lessor wishes to add Paragraph 31 (Nondiscrimination Clause) and Paragraph 32 (Property Rights Reserved) in accordance with terms and conditions set forth by the Federal Aviation Administration(FAA). WITNESSETH NOW, THEREFORE, in considerations of Ten Dollars($10.00)and other good and valuable consideration exchanged amongst the Parties, and in consideration of the covenants contained herein,the Parties agree as follows: 1 I. All of the above RECITALS are true and correct and are hereby expressly incorporated herein by reference as if set forth fully below] i 1 Paragraph 5 of the Ground Lease, entitled Lessee's Obligation to Build and Modification to Building, is hereby amended to read as follows: 1 5. Lessee's Obligation to Build and Modifications to Building. Lessee shall design, permit and construct in compliance with all governmental regulations, at its sole cost and expense, a building to be solely utilized for the uses described in paragraph 4 above. The plans, specifications and building design for the Lessee's improvements to be constructed on the Leased Land are subject to reasonable approval oy Lessor. Prior to applying for any building permit for improvements to the Leased Land, Lessee shall subrhit to Lessor for its approval such plans and specifications necessary to obtain a building permit for Lessee's intended improvements. Lessor shall have thirty (30) days after receipt of any submittal by Lessee to review Lessee's submittals And provide a written response as to whether the submittal is approved as submitted,ndt approved as submitted, or Lessor may provide Lessee with requested changes. If th4 submittal is not approved or if Lessor requests changes, Lessee shall submit revised,plans that will meet with Lessor's approval or r:**0 ' Packet Page -2568- 9/10/2013 16.G.2. S incorporate the requested changes intp the plans. If Lessee determines not to revise its plans then Lessee may terminate this Ground Lease. Lessee may make nonmaterial changes to the approved plans from time to time to accommodate site issues or operating changes to Lessee's use of the Leased Land. Material changes from the approved plans will require Lessor's written approval, which approval shall not be unreasonably withheld. All plans shall be in conformity with Collier County standards. Construction must commence no later than one year eighteen months from the date of this Ground Lease. In the event Lessee does not commence construction within such period, then the Lessor Shall have the right to terminate this Lease and neither party shall have any further obligations to the other party. Upon commencement of construction, Lessee shall diligently pursue said construction to completion and complete said construction on or before twenty-four (24) months from commencement, subject to delays beyond the control of the Lessee. Lessee shall be solely responsible for the costs of repairing any damage to Lessor's roads, water and sewer facilities or other infrastructure located within or outside the Leased Land resulting from construction or Use by Lessee, its agents, officers or employees. Lessee must demonstrate to Lessor that it has sufficient funds necessary to complete any proposed project,and Lessor may require, as part of its approval,the posting of a construction bond or like security to assure completion of the proposed project. Notwithstanding anything to the contrary, it is expressly understood and agreed that Lessee has the right to terminate the Lease if,after the exercise of due diligence, it is unable to develop the contemplated biilding for any reason whatsoever. Paragraph 25 of the Ground Lease,is(hereby amended to read as follows: 25. Except as otherwise provided herein, this Ground Lease shall only be amended by mutual written consent of the Parties hereto or by their successors in interest. Notices hereunder shall be given to the Parties set forth below and shall be made by hand delivery, facsimile, overnight delivery or by regular mail. If given by regular mail, the notice shall be deemed to have been given within a required time if deposited in the U.S. Mail,postage ptepaid, within the time limit. For the purpose of calculating time limits which run from the giving of a particular notice the time shall be calculated from actual receipt of to notice. Time shall run only on business days which, for purposes of this Ground (Lease shall be any day other than a Saturday, Sunday or legal public holiday. Notiqes shall be addressed as follows: If to Lessor: County Manager Collier'Manager Manager's Office 3299 East Tamiami Trail Naples,IFlorida 34112 CC: , 3335 East Tamiami Trail Executifve Director Collier pounty Airport Authority 2005 Mainsail Dr., Ste. 1 Naples,!FL 34114 G Packet Page -2569- 9/10/2013 16.G.2. • • If to Lessee: Tom Stout,President Turbo Services Inc. 1925 Banks Road Margate,FL 33063 Notice shall be deemed to have been given on the next successive business day to the date of the courier waybill if sent by nationally recognized overnight delivery service. Paragraph 31,entitled Nondiscrimination Clause,is hereby added to the Ground Lease to read as follows: 31. Nondiscrimination Clause. The Lessee for himself,his personal representative, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that (1) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use ofi said facilities, (2) that in the construction of any improvements on. over or under such land and the furnishing of services thereon, no person on the grounds of race` color or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination, (3) that the tenant shall use the prerru es in compliance with all other reauirements imposed by or pursuant to Title 49. Code Of Federal Regulations. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally assisted programs of the Department of iTransportation-Effectuation of Title VI of the Civil Rights Act of 1964.and as said Regulations may be amended. That in the event of breach of auy of the above nondiscrimination covenants, Airport Owner shall have the right to terminate the lease and to re-enter and as if said lease had never been made or issued. The provision shall not be effective until the procedures to Title 49, Code of Federal Regulations, Part 21 are followed and completed, including exercise or expiration of appeal rights. Paragraph 32,entitled Property Right Reserved,is hereby added to the Ground Lease to read as follows: 32. property Rights Reservd. This lease and all provisions hereof are subject and subordinate to the terms and conditions of the instruments and documents under which the Airport Owner acquired the subject property from the United States of America and shall be given only such effect asi will not conflict or be inconsistent with the terms and conditions contained in the lease Of said lands from the Airport Owner, and any existing or subsequent amendments thereto, and are subject to any ordinances, rules or regulations which have been. or may hereafter be adopted by the Airport Owner pertaining to the Immokalee Regional Airport. 2. Except as modified by this Amendmebt,the Ground Lease Agreement,shall remain in full force and effect.If there is a conflict between terms of this Amendment and the Ground Lease Agreement,the terms of this Amendment shall prevail. I �P Packet Page-2570- 9/10/2013 16.G.2. • IN WITNESS WHEREOF,the Parties hereto caused this first Amendment to be executed by their appropriate officials,as of the date first above written. AS TO THE LESSEE: -- Turbo :ervices ' Witness(signature) " • Stout,President and CEO (Print name) `J Witness (signature) '�iron'1c(y Vt-►-, (Print name) AS TO THE LESSOR: ATTEST,,µ�y ,,, �� �: j BOARD OF COUNTY COMMISSIONERS D W T' CLERK COLLIER COUNTY, FLORIDA, IN ITS •`����,.. �a� CAPACITY AS THE COLLIER COUNTY 44. �, ° ,4 � AIRPORT AUTHORITY By.. �< �" ` BY: Deputy t-let Attet FRED W.COYLE,Chairman t` ti 4'heiro� visturt Nice Approve. : to form and le .1 s i ficiency: -101 Jef' -, i atzkow Co ttorney Packet Pa e -2571- 9/10/2013 16.G.2. SECOND AMENDMENT TO COLLIER COUNTY STANDARD FORM LONG-TERM GROUND LEASE AND SUB-LEASE AGREEMENT THIS SECOND AMENDMENT TO COLLIER COUNTY STANDARD FORM LONG- TERM GROUND LEASE AND SUB-LEASE AGREEMENT ("Ground Lease") is made and entered into this c‘.1r\--1 day of =o...,1-,1/430...v-v% ri b and between Turbo Services Inc., a corporation duly organized under the'Saws of Flo a, ereinafler referred to as "Lessee"), and the Board of County Commissioners of Collier County, Florida, acting in its capacity as the Collier County Airport Authority, (hereinafter referred to as "Lessor"), collectively stated as the"Parties." RECITALS: WHEREAS, the Parties entered into a Long-Term Ground Lease and Sub-Lease Agreement commencing April 1, 2011 (hereinafter referred to as the"Ground Lease")a copy of which is attached hereto; and WHEREAS, Lessee leases property at the Immokalee Regional Airport for the construction of a jet engine testing facility;and WHEREAS, on March 27, 2012, the Parties amended the Ground Lease through a First Amendment to the Long-Term Ground Lease and Sub-Lease Agreement, a copy of which is attached hereto;and WHEREAS, the Parties wish to amend Paragraph 6 of the Ground Lease (Term of Ground Lease). W ITN ESSETH NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration exchanged amongst the Parties, and in consideration of the covenants contained herein, the Parties agree as follows: 1. All of the above RECITALS are true and correct and are hereby expressly incorporated herein by reference as if set forth fully below. Paragraph 6 of the Ground Lease, entitled Term of Ground Lease, is hereby amended to read as follows: 6. Term of Ground Lease. The term of this Ground Lease shall commence on the Commencement Date first above written, and unless terminated earlie- by the Parties, shall terminate on the 5* dote °r this Grat+n—Lease Am 31. 2017. Lessee is hereb} granted five annual options to renew for an additional term of one year, so that if fully exercised this Lease will be renewed for an additional five years. Each renewal option must be exercised,if at all, by written notice to Lessor,and be received by Lessor no later than 30 days prior to the end of the Term or Extended Term. If exercised, the Lease shall be extended for an additional year on all the existing terms and conditions,except that 0 Packet Page -2572- 9/10/2013 16.G.2.- rent shall be increased by the change in the CPI as set forth in paragraph 7 below. If Lessee holds over after the expiration of the lease term, such tenancy shall be from month to month under all of the terms, covenants and conditions of this Ground Lease(save rent) subject, however, to Lessor's right to seek legal relief to eject Lessee from the Premises as a holdover. Rent shall be doubled during any hold-over tenancy. 2. Except as modified by this Amendment, the Ground Lease, as amended, shall remain in full force and effect. If there is a conflict between terms of this Amendment and the Ground Lease,as amended,the terms of this Amendment shall prevail. IN WITNESS WHEREOF, the Parties hereto caused this Second Amendment to Long- Term Ground Lease and Sub-Lease Agreement to be executed by their appropriate officials, as of the date first above written. AS TO THE LESSEE: T ' :• ■ r! , _ (/-N- )°( ....., Witness(signature) Tom 'tout,President and CEO (A; /14 0.42ic f-_ (Print name) .r- A1., • .Iy. Witness(signature "Thcmah tb".__cD (Print name) AS TO THE LESSOR: ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT.E.•BREK,CLERK COLLIER COUNTY, FLORIDA, IN ITS CAPACITY AS THE COLLIER COUNTY AIRPORT • T ORITY A , 1 .s B '� pu Jerk GEOR�. t1�- `.9�5� A •' ILLER, ESQ. CHAI • ' OD 'i App ov- J . to form and iciency: 1h1,�:. Jeffr.i • Klatzkow Coun, • orney 2 Packet Page -2573- 9/10/2013 16.G.2. l -! 1 i I I I I , al 1 IJ p i w a1 i o a 1 1 �i 3 0 ., 1 j 00 _I I o E a, o 2I C 1 tn. 0 1 Z O 1 o 1 pI o c 1 00 Lri I> I N: O O F' 'a O 1 O O V- 1 0 0 U10 01010 v ill , c .a vI '� v a,a' 0 1 a a c l a 1 1 I<�al 1m <<CL Ala, I C = oo 00 001 c0 00 00 Oo 00 010 oo 001 1 1 ar 0 0 olzlo 0 0 0 0 0 01 Q. -+ TS o O 0 O O 0 0 0 0 0 1 E u .. 0 0 0 18 0 0 0 0 0 0 =. 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