Agenda 03/27/2012 Item #16G13/27/2012 Item 16.G.1.
EXECUTIVE SUMMARY
Recommendation that the Board of County Commissioners, acting in its capacity as the
Collier County Airport Authority, approve the attached First Amendment to the Long -
Term Ground Lease with Turbo Services, Inc.
OBJECTIVE: To extend the date by which construction must begin by six (6) months, change
the address for notices to be sent to from Real Property to the Airport Authority, and incorporate
clauses requested by the Federal Aviation Administration into the Long -Term Ground Lease and
Sub -Lease Agreement (Ground Lease) with Turbo Services, Inc. for the construction of a jet
engine testing facility at the Immokalee Regional Airport.
CONSIDERATIONS: The Collier County Board of County Commissioners, acting in its
capacity as the Airport Authority, approved a Ground Lease between the Authority (Lessor) and
Turbo Services, Inc. (Lessee) to construct a jet engine testing facility at the Immokalee Regional
Airport on March 22, 2011, Agenda Item 13A2.
The commencement date of the Ground Lease was April 1, 2011. The Ground Lease states that,
"Construction must commence no later than one year from the date of this Ground Lease." The
Lessee made significant design changes to the facility to improve sound absorption, and securing
the required permits for construction of the facility is taking longer than anticipated. The Lessor and
Lessee wish to extend the timeframe by which construction must commence by six (6) months. The
Lessee is working diligently to finalize the permitting and is prepared to begin construction as soon
as all the required permits are in place.
The Ground Lease requires that Real Property Management be copied on notices to the Lessor. The
Parties wish to revise this so that the Airport Authority is copied on all notices to the Lessor.
Following its review of the Ground Lease, the Federal Aviation Administration requested the
following Nondiscrimination and Property Rights Reserved Clauses be added the Ground Lease.
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 of said facilities, (22) 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 premises in
compliance with all other requirements imposed by or pursuant to Title 49,
Code of Federal Regulations, Department of Transportation, Subtitle A,
Office of the Secretary, Part 21, Nondiscrimination in Federally assisted
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3/27/2012 Item 16.G.1.
programs of the Department of Transportation- 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 any 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
ronedy Rights Reserved, 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 as 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
FISCAL IMPACT: There is no fiscal impact associated with this Executive Summary.
GROWTH MANAGEMENT IMPACT: None.
ADVISORY BOARD RECOMMENDATION: At its March 5, 2012 meeting, the Airport
Authority Advisory Board voted unanimously to recommend that the Board of County
Commissioners approve the attached amendment to the Long -Term Lease and Sub -Lease
Agreement with Turbo Services, Inc.
LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is
legally sufficient, and requires majority support for approval. -JAK
RECOMMENDATION: That the Board of County Commissioners, in its capacity as the
Collier County Airport Authority, approves the attached First Amendment to the Long -Term
Ground Lease with Turbo Services, Inc. to construct a jet engine testing facility at the
Immokalee Regional Airport.
PREPARED BY: Chris Curry, Airport Authority Executive Director
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COLLIER COUNTY
Board of County Commissioners
Item Number: 16.G.1.
3/27/2012 Item 16.G.1.
Item Summary: Recommendation that the Board of County Commissioners, acting in its
capacity as the Collier County Airport Authority, approve the attached First Amendment to the
Long -Term Ground Lease with Turbo Services, Inc.
Meeting Date: 3/27/2012
Prepared By
Name: BrueggemanDebra
Title: Operations Coordinator, Airport Authority
3/6/2012 4:13:52 PM
Submitted by
Title: Executive Director - Airport Authority,Airport Authority
Name: CurryChris
3/6/2012 4:13:53 PM
Approved By
Name: CurryChris
Title: Executive Director - Airport Authority,Airport Authority
Date: 3/15/2012 12:53:43 PM
Name: KlatzkowJeff
Title: County Attorney
Date: 3/16/2012 2:24:59 PM
Name: KlatzkowJeff
Title: County Attorney
Date: 3/16/2012 3:26:35 PM
Name: GreenwaldRandy
Title: Management/Budget Analyst,Office of Management & B
Date: 3/16/2012 3:42:26 PM
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Name: OchsLeo
Title: County Manager
Date: 3/19/2012 2:32:54 PM
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3/27/2012 Item 16.G.1.
3/27/2012 Item 16.G.1.
FIRST AMENDMENT TO COLLIER COUNTY STANDARD FORM
LONG -TERM GROUND LEASE AND SUB -LEASE AGREEMENT
THIS AMENDMENT TO COLLIER COUNTY STANDARD FORM LONG -TERM
GROUND LEASE AND SUB -LEASE AGREEMENT ( "Amendment ") is made and entered into
this day of , 2012, 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 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 amend Paragraph 5 (Lessee's Obligation to Build and
Modification to Building) and Paragraph 25; and
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 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 5 of the Ground Lease, entitled Lessee's Obligation to Build and Modification to
Building, is hereby amended to read as follows:
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
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3/27/2012 Item 16.G.1.
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 ene -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 parry. 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 building 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 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:
Executive Director
Collier County Airport Authority
2005 Mainsail Dr., Ste. 1
Naples, FL 34114
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3/27/2012 Item 16.G.1.
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 pgrson 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 of 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 premises in compliance with all other requirements imposed
by or pursuant to Title 49 Code of Federal Regulations Department of Transportation,
Subtitle A Office of the Secretary Part 21 Nondiscrimination in Federally assisted
programs of the Department of Transportation - Effectuation of Title VI of the Civil
Rights Act of 1964 and as said Regulations may be amended.
That in the event of breach of any 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 Rights Reserved, is hereby added to the Ground Lease to
read as follows:
32. Propertv Rights_ Reserved. This lease and all provisions hereof are subiect 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 as 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 Amendment, 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.
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-- 3/27/2012 Item 16.G.1.
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:
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Witness (signs
(Print name)
Witness (signature)
--Ff�OrYYo5 VV—ra o
(Print name)
AS TO THE .LESSOR:
ATTEST:
DWIGHT E. BROCK, CLERK
, Deputy Clerk
Tom Stout,—President and CEO
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA, IN 11'S
CAPACITY AS THE COLLIER COUNTY
AIRPORT AUTHORITY
BY:
FRED W. COYLE, Chairman
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I
3/27/2012 Item 16.G.1.
COLLIER COUNTY STANDARD FORM
LONG -TERM 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. Convey 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;
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3/27/2012 Item 16.G.1
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:OOam to 5:OOpm 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 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
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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 5'h 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
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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 4e
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 Condemnation,
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,
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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. Asiinment. 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 ($3,000,000.00)
combined single limits during the term of this Ground Lease. 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.
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3/27/2012 Item 16.G.1.
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
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3/27/2012 Item 16.G.1.
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.
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 Page -1153-
3/27/2012 Item 16.G.1.
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
Packet Page -1154-
3/27/2012 Item 16.G.1.
ii. 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 1' 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 Regulations,
Part 77.
Page 9 of 13
Packet Page -1155-
3/27/2012 Item 16.G.1.
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 parry 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
Packet Page -1156-
3/27/2012 Item 16.G.1.
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 rights 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 by
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
Packet Page -1157-
3/27/2012 Item 16.G.1.
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:
itnes signature)
(print name)
46t-: r4eV —
Witness (signature)
(print name)
AS TO THE LESSOR:
ATTEST:
DWIGHT E. BROCK, CLERK
A� At IN� �o fo' •,'�'9�
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BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA, IN ITS
CAPACITY AS THE COLLIER COUNTY
AIRPORT AUTHORITY
►
� BY:
• s,
:lerk . FRED W. COYLE, Chairman
Page 12 of 13
Packet Page -1158-
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