Agenda 03/22/2011 Item #13A2
3/22/2011 Item 13.A.2.
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EXECUTIVE SUMMARY
Recommendation to approve a Long-Term Ground Lease and Sub-Lease Agreement
between the Collier County Airport Authority and Turbo Services Inc., to permit use of
property at the Immokalee Regional Airport as a jet engine testing facility.
OBJECTIVE: That the Board of County Commissioners, in its capacity as the Collier County
Airport Authority (Authority), approves a Long Term Ground Lease and Sub-Lease Agreement
with Turbo Services Inc" which would permit use of property at the Immokalee Regional Airport
as a jet engine testing facility.
CONSIDERA TIONS: The Authority is responsible for operation and maintenance of the
Immokalee Regional Airport (Airport), which it Sub-Leases from Collier County pursuant to a
master Sub-Lease Agreement dated May 24, 1994,
Turbo Services Inc, has requested to lease a portion of Airport to construct and operate a jet
turbine testing facility, The proposed lease provides that Turbo Services Inc, will, at its sole cost
and expense, design and construct the building to be used solely as the engine testing facility,
The tests will be conducted Monday to Friday hetween the hours of 8:00 a.m. and 5:00 p,m.,
unless approved otherwise in advance and in writing by the Airport Manager.
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The term of the proposed Long-Term Ground Lease and Sublease Agreement is five years at an
annual rent of $1] .376, which includes the applicable sales tax, The rent has been calculated on
a rate of $0,14 per square foot per year and will be paid in monthly installments, The proposed
Lease also provides Turbo with five, one-year renewals; if exercised, rent would be adjusted
based on the Consumer Price Index,
FISCAL IMPACT: The Authority will receive $11,376 per year in revenue, however, budgeted
revenue for fuel sales for Fiscal Year 20] 1 is $239.300. and it is anticipated that fuel sales will
be $202,247 which is $37,053 lower than budgeted, No budget amendment is required at this
time,
GROWTH MANAGEMENT IMPACT: None,
LEGAL CONSIDERATIONS: The County Attorney, working closely with the Airport
Authority Executive Director, drafted the proposed Long-Term Ground Lease and Sublease
Agreement, using the Standard Form Long-Term Ground Lease previously approved by the
Board of County Commissioners, This item requires a majority vote, -JAK
RECOMMENDA TION: That thc Board of County Commissioners. in its capacity as the
Collier County Airport Authority, approves thc attached Long Tenn Ground Lease and Sub-
Lease Agreement with Turbo Services Inc., which would penn it use of property at the
Immokalee Rcgional Airport as ajct turbine testing facility,
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PREPARED BY: Chris Curry. AirpOli Authority Executive Director
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3/22/2011 Item 13.A.2.
COLLIER COUNTY
Board of County Commissioners
Item Number: 13.A,2,
Item Summary: Recommendation to approve a Long-Term Ground Lease and Sub-Lease
Agreement between the Collier County Airport Authority and Turbo Services Inc., to permit use
of property at the Immokalee Regional Airport as a jet engine testing facility.
Meeting Date: 3/22/2011
Prepared By
Name: BrueggemanDebra
Title: Operations Coordinator. Airport Authority
3/14/2011 ]0:54:51 AM
Submitted by
Title: Executive Director - Airport Authority.Airport Authority
Name: CurryChris
3/14/2011 10:54:52 AM
Approved By
Name: CurryChris
Title: Executive Director, AirpOlt Authority.Airport Authority
Date: 3/14/20] 112:47:14 PM
Name: KlatzkowJeff
Title: County Attorney.
Date: 3/15/2011 12:05:43 PM
Name: GreenwaldRandy
Title: ManagementJBudget Analyst.Office of Management & B
Date: 3/15/20113:50:35 PM
Name: OchsLeo
Title: County Manager
Date: 3/15/20114:03:32 PM
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3/22/2011 Item BA2.
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 I, :2011 (the "Commencement Date"), by and
between Turbo Services Ine" a corporation duly organized under the laws of Florida. whose
mailing address is 1925 Banks Road, Margate, FL 33063, hcreinafter 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 L
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 (S 1 0,(0) 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. Convevance, On the terms and conditions set forth in this Ground Lease, and in
consideration of Lcsse.c1s performance under this Ground Lease, the Lessor COI1\'c)/s 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 Iml110kalee Regional Airport, Collier County, Florida, more
particularly describcd in Exhihit "A." hereinafter referred t" as "Leased Land,"
3. C"nditions to Convevance, Lessee warrants and represents to Lessor that it has
examined the title and bOlllldaries of the Leased Land, Accordingly, this conveyance is subject
to all of the f"lIowing:
a, Any and all conditions, restrictions, encumhranecs and limitations now
recorded against the Leased Land:
h. Any.' and all exi~ling or future zoning Jaws or ordinances;
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3/22/2011 Item BA2.
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 he 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 LIse, 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 Build in!;;! (referred to collectively hereinafter as the "Premises") in all)' manner inconsistent
with the appro\'ed LIse, In Ihe 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 SLlch termination, Pnwided, however. said sixty 1601 eby period shall he tolled if such
cessation is caused hy events heyond the control of the Lessee such as acts of God or if such
Ccss;ltion is due 10 closing for reconstructIon or repairs to the building constructed by Lessee on
the Leased Land. ,\t no time will noise levels exceed 122 DB within 20 feet of the jet testing
facililv,
" Lessee's ObliQatloll to Build '1Jld ModIfications to Buildin,,", Lessee shall design,
permit and construct ill compliance with all governmental regulations, at its sole COSI and
expense, a huilding to k solely utilized for the uses described in paragraph 4 ahove, The plans,
speeifi''Cllions alld building design for the Les,see's improvements 10 be constructed Oil the
Le''''c'd Ll'ld are subject to reasonable approval hy Lessor, Prior to applying for any huilding
perrnit ror iiliprdVCllll'llts 10 the L('a~cd Land. Lessee shall subrlllt to Lessor for its approval such
pblh and :-,pccifications llcccssar) to uht~L111 a building permit for Lessee's intended
imprc)\,'mC111s Lessor shall have thirty 130! days after receipt of allY suhmittal hy Lcssee to
rc\'i:~'\v L:ssce',"'; suhmittal..; and pn)\"llk :1 written n'::spllllse as to v.hcthl'r the suhnlinal is
approved as submitted, not appro\'ed a,s suhminecl, or Lessor may provide Lessee wnh requested
challt!cs. If the suhmittal is not apprnn:~d nr ir L..cssor requl'sts changes. L.,cS.scc shall suhrnit
rc\ is',,::u pLu:s IlIat wl!1111cet with L~'s"(lr',, appro\":lI nr incorror:llc the- requested changes into the
plan.s. If Lc,c;sce determincs not Ie) revise it\ pl:ms then Lc.'-;'icC may terminate this Ground Least:,
LL':-,'-.:..'e ill;lY m:lkc nonmaterial chJn~c\ to the apprcw'"..'d pLlI1'i from time to time to aL"c()1ll11lodatc
"ih' j<'~L1'~':-' or ()pl"ratin~ chan~('\ tll I.csscc'<,,; the ()f tIlL' Leased Land. r\1atcrial changes from the
appru\'....'d pl~:lls \\ ill reqlllrc LL'<';Sll!"'S \\rittcn appn)\al, \\'hich ; q_'prCl\'al shall not he unreasonably
lIitl,hL'ld, ,\11 plans shall he m L'onfor\ln\v with Collier County 'tandards, Construction must
Cn!11111l"Ih.::,,' nu 1:~lcr than (ll1e ye:lr from thl' date of thi;.; c;round Lea'ic. Tn the c\'cnt LCSSl'C docs
illl! l'i)llnnl>lk'~ c,llhtructioll within sLld1 PlTi()d. tllL'1l the Ll'"-,,pr \hall ha\'c the right 10 terminate
this I.case ;iI1d Ill'ilher party "h:t11 h~lH' allY furthe]' (lh]l~;lt]O!1,\ to the other pany'. l'PUll
COr1lnH.:'nCelT1~llt oj' ('("ll1'->lruclio!1. Ll'S\CC \hall diligently pursue said construction to cOlnplclioll
and cnlllplctc said cOl1<..:lructi(ltl ('ll i 11' hefore !\Vcnty-I"our (,2.--l) lllonth:-; from C(lmnll'nCt'mc~nl,
:--uh.i'....'Cl tu delay's beyond the cuntrol ur the Le:-''iLT. Ll'S.SCC' ",hall he sokly J\:'sponsihJc for the
CO"b cd' J\'p:tiring any (la1l1~1.::rt-' to I..c;..:sor's roads. \\'~llC'r anJ Sl'\\'Cr facllitic\ ()r ~Ilhcr infrastructure
lO":~lt('d within or l'lIlside the Leased Lal1~1 ]'esultin~ from cUllqructinll llr us'....' DV Lessee. lts
~lf:.cnh. oilic,-'rs or employees, LC\Sl'l' ll11hl dCm(lllstLltL' It) Lc\"nr that it h~h sufricient funds
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3/22/2011 Item BA2.
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 exprcssly 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
contcmplated 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 51h 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 reccived by Lcssor no later than 30 days prior to the end of thc
Term or Extended Term, If excrcised, thc Lease shall be extended for an additional year on all
the cxisting terms and conditions, except that rent shall, at Lessor's option, be increased by the
change in the CPI as set forth in paragraph 7 below. If Lessee holds over after the expiration of
thc lease tellll. 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 seck Icgal
relief to eject Lessee from the Premises as a holdover. Rent shall be doubled during any hold-
ovcr tcnancy,
7, Rent. Thc Lcssee agrecs to pay the Lessor the sum of $11.376 per annum
("Based Rent"). in advancc. 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 fool per
year. The Base Rent for any period less than a calendar month shall he prorated, Commencing
with the third anniversary of the Commencement Date, and on cach anniversary date thereafter,
Tenant Base Rent may increase: provided. however, sueh increases shall oeeur only when it shall
be determined that there has been an increase in the cost of living using the official Consumer
Price [ndex 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 monthlv Base Rent for the third and successive Lease Years if anv.
" . .I
shall be based upon a comparison of the most recent CPI published for the current Lease Year
again:.;t the most rl~ccnt CPI published greater than 12 ITlOIHhs prccedin~ the most current CPI.
The amount of the additional Base Rent shall be the perccnt~'ge difference hetween the two
preceding cprs, [n 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 Leasc, Except for taxes and tax asses,<ments. which is included in the Base
Rent. this is a fully net !case. with Lessee respllllsible for all costs, fees and charges conccrning
thc Premises, ,".ccordingly, Lessee shall promptly pay when duc and prior to any delinquency all
costs. fees. trash removal services. utility charges. in1pact fees and ohl1gations of any kind that
relate to the Premises. Lessee will indemnify and hold Lessor harmless from any and all claims,
costs and ohligations arising from Lessee's llse of the Premises. In case any acti()J1 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
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3/22/2011 Item B.A.2.
proceeding if Lessor shall so request, at Lessee's expense, by counsel reasonably satisfactory to
Lessor. It is specifically agreed however. that Lessor may at its own cost and expense participate
in the le~,d defense of such claim. with Jc~al counsel of its choosing.
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9. Lessee's Liens and Mort~a!!es. 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 arc specifically prohibited from attaching to or becoming a
lien on the inlerest of the Lessor ]n 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 OhhQatlon to Mall1tall1 PrellllSes and Conmlv wJlh All Lawful
ReQuirements. Lessee, throughout the term of this Lease. at its own cost, and without any
expense to the Lessor. shall keep and Illc"ntain the Leased Land, including any huildings 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. fixturc~ and appurtenances (lighting. heating, plumbing. and aIr
conditioning). Such repair may also include structural rcpair. ]1' deemecl necessary by the Lessee.
If the Prcmi,es are not in ,uch compliance in the reasonable opinion of Lessor, Lessee will be so
advi\(:'J in writing. If corrective action is not hegull within thirty (30) days of the receipt of such
notice and prosecuted JiJigcntly until corrective action is completed, Lessor may' cause the same
to be C(l]Tecled and Lessee shall promptly reimburse Lessor for the expense, ]ncurrcd by Lessor,
tO~l:'lhcr with a 5(;(, administrative fee.
II. Ouiel EnlOl'lllenl. Lessce shall be enLilledto quiet enjoyment so long a, Lcssee
has not dcL]ulted on any of the tl~rI1lS of this Ground Lease. Accordingly, Lessee shall have the
c'x-::luSl\'C right to use the Premises during the tc'rm uf this Lease. During the term hereof, Lessee
lll~lY. in its sole Jiscrction. improve. alter. maintain. or renovate the Building constructed hy
LCS:-'l'C (m the Leased Land. /\n),' such work Illay be undcrtah.cn by Lessee at any time or times
during the lerm hereof and no consent or approval of Lessor shall he required unless such work
consists of major alterations from plans cllld specifications originally approved by Lessor as more
t'ully pn)\'idcd (,)I' Ill'rein. Lcs~()r a.::n:cs \(l l'(I-ClPCLltc with Lc~see in c(lllncction with :-;uch
conslrUL'lion and ;lgrl~cs 10 C.\l-TUt(' any dUl'lHnC11 l.s rl'quirl'd hy gO\'ClTlIlll'ntal authoritic:-;
\..'\'id(~:h:Ing LCSSl'l<:-' righh IJlTl'U11dcr and c()]l\cntillg to <..;uch work. During the term of this
(j.rollnd I ).:asc. L:..:ssec lllay cn'Ct appropriate ."ignagl' on the Leased Land and the improvements
cOllstruL'tC'd hy Lessee thereon. :\11)' sllch slgnagc .'.;hall he in compliance with all ~Ipplicable
cnJcs ;lI1d ordinancc:.:.
12. Casual tv alld COlldemllatioll.
a. Casualty. If the Premiscs are dcsIIT,ved. rCllckrcd substantially inhabitabk. or
damaged to an}' l1lalcriall'xlent. as reasonably dCh..'rrnilll~J hy Lessee and Lessor. by' rire or other
casualty. and Lessee must u"e the insuranl~l' prncceds. hcreinaCter referred to a..... "Proceeds:" 10
rehuild or restore lhe Premises to suhstdlltially its CI,)!l(!ilioll prinf to sllch casualty evcnt unlc-ss
the Lessor provldc~ the Lc'sscc with a \\TlttCIl detL'rrninaliun that rebuilding or restoring the
Pn.:.'mi:-:.cs to sud) ;1 cl.1nditioll with lilt' Pr(iL"('C'lb \\llhin a rcat-.unablc period of time is
11llPlactil:able or \\,puld Iwl he in 111l~ he";l llltl'rcsls uC the Ll',S(\r. ill v.,'hich event. Proceeds :;hall
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be promptly remitted to Lessor. If the Lessor elects not to repair or replace the improvements,
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 ninctieth (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 detennined by Lessee and Lcssor, Lessee will proceed with
reasonable diligcnce, at no eost 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
compcnsation as a result or such termination.
13. Access to Premises. Lessor, its duly authorized agents, eontractors,
representatives and employees, shall have the right after reasonable oral notiee to Lessee, to enter
into and upon the Premises during normal business hours, or sueh other times with the consent of
Lessee, to inspeet the Premises, verify eompliance with the terms of this Ground Lease, or make
any required repairs nol being timely cornpleted 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 r"d"liv"r poss"ssion of
the Premiscs 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 pcrsonal propcrty, equipment,
and signs provided, howcver. at the termination of this Ground Lease, Lessor shall retain said
improvements with fixtures on thc Leased Land whieh improvements and fixtures will beeome
the property of the Lessor upon Lessee's vacation of the Premises.
IS. 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 or the Lessor, which consent will not
be unreasonably withheld. Any purported assignment or suhlet without the express \vrittcn
consent of Lessor shall be considered void from its inception, and shall be grounds for the
immediate termination of this Lease. Lessor lnay freely assign this Lease upon written notice to
Lessee.
16. Insurance,
a. Lcssee shall pn>\'ide and ma1l1tain a Commercial Gencral Liability insurance
policy. approved in v,Titing by Lessor and the Collier C()Unl~i Risk Management
Department, for not less than Three Million and 00/100 Dollars (S3.000.000.00)
cpmbincd single limits during the term of this Ground Lease. If such amounts arc less
than good insurance industr)' practice would require, Lessor reserves the right to increase
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these insurance limits by providing Lessce with at least sixty (60) days' advance notice to
do so.
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 OO/JOO
Dollars ($IOO,(JOO.OO) per each accident. If such amounts arc less than good insurance
industry practicc would requirc. Lessor reserves the right to incrcase these insurance
limits by providing Lessee with at least sixty 1601 days' advance notice to do so.
e. Lessee shall also maintain standard fire and extended coverage insurance on
the additions and improvemcnts located on the Leased Land and all of Lessee's property
located on or in the Leased Land including, without limitation, furniture, equipment,
fillings. installations, fixtures (including remm'able trade fixtures), personal property and
Sl]pplics. in an amount not Icss than the then-existing full replacement value,
d. Busincss Automobilc Liability Insurancc, and Business Boat Liability
Insurancc. for automobiles and boats used by Lesscc in the coursc of its performance
under this Ground Lcase, including Employer's Non-Ownership and Hired Auto
Cc1verCige. each said policy in anHlun!s of One Million and 001100 Dollars
(.SI .OO(J,OOOOO) comblllcd single limit per (lCc'U]Tenec. If such amounts Cire less than
good insurance practice \\ould J'l'Cjuirc. Lessor reserves the right to increase these
Insurance limits by providing Lessee with "t least sixty (60) days' advance notice to do
0,,;0.
e. Pollution Liability insurance cowrlng thc accidental discharge and clean up of
pollutants shall be maintained by the Lessee ill an "mount of not less than Five Million
and O(}1I0(J dollars t$S,OOO.OOOI per oecurrenec'. Such coverage shall C(lver third party
liabilily alld ckan up eoverage.
f. Lessor .shall be named as an addilional insured on the Commercial General
LlC,biiity insurance p\lli",'. Lessor shall alsc) he added as an additional insured on the
Property Insurance policy ;IS their inlCrC:-it may appear. The ah()vc-dcscribccl insurance
policil..:"'; shall list and l'ontinuCHl.c.;]y mainlaill Lessor as an additional insureD thereon.
bldencc or such insurance sh,,1I be' provided \0 Lessor and the Collier ('OllIllY Risk
'\lana~el1lent Dc'p"rtl11enl. ',ill LISt Talllial1li Trail. Naples. Florida. 341 12, for approval
jFiur lu the l'Olnl1h..'llCL'TnC111 ()( thi."" Ground L('~l"l': and "kill indudc a pn)\'isioJ1 requiring
Illl! le.\\ i!Jan It'll I ]01 (by.. prior \\TIlL.'ll 1](1\](.:'': (0 Lcs.',or in the (,\Tnt oj' cancellation or
ch;ln~cs ill polic},'( lL"'.1 cP\'cra;c. ]1" Slll'h .llllPunls ~lrc le:,s tlull good insurance practice
\\'~)ldd rc'qllin.:.', L(':..;:-;or n:::-.cr\"('\ till" right 10 rcasonabl.y amend their !11surance
rccluirClllL:nl<.., by i-.;"uaucl' ~)f notice III \\Tning \0 Ll.'.'-.Sl'e, whereupon receipt of slIch notice
Lc~:-,ec"ha]1 have thin)' (::'0) days 111 which tn (lbl~\il1 such additional in\urancc. The
i"sut:r or an)' policy Illllst !la\'l' a CertIficate of Authority hI transact insurance business In
the State of Florida and Innst be ratcLi "A" or hL'ltl'f in th~ lllost current edition or Best\.
[1l";ULlllC,-' R"':"j'll)]"h, [,Iell insurer Jll11St be n:"'spolls\hlc and n.:pulabk and must ha\'l'
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financial capacity consistent with the risks covered. Each policy must contain an
cndorselnent 10 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 breaeh 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 eure period set forth below without sueh 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.
]1. Lessee's material misrepresentation of any maller related to this Ground
Le ase.
HI. Filing of insolvency, reorganization, plan or arrangement of bankruptcy.
]v. 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 bw or equity.
VII. Lessee's loss of its federal IRS tax exempt status.
VIII. Lessee's failure to utilize tlte 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
nincty (90) days from receipt of Lessor's written noticc stating the non-
compliance shall constitute a deJ'ault (other than those covenants for whieh
a different cure period is provided), whereby Lessor may, at its option,
terminate this Ground Lease by giving Lessee thirty (30) days written
noticc unless the default is fully cured within that thirty (30) day notice
period (or sueh additional time ,IS is agreed to in writing by Lessor as
being reasonably required to correct such default), Howcvcr, thc
occurrence of any of the elents set forth abllvc shall constitute a material
hreach and default by Less('e, and this Ground Lease may be immediately
terminated hy Lessor except to the extent then prohibited by law.
h. Remedies nf Lcss()r.
1. In the event of the occurrence or any of the foregoing defaults, Lessor. in
addition to any other rights and remedies it Illay have, shall have the
Pai:!c 7 (\f 13
Packet Page -793-
3/22/2011 Item B.A.2.
immediate right to re-enter and remove all individuals, cntities and/or
property from the Premises. Such property may be removed and stored in
a public warehouse or elsewhere at the cost of and for the account of
Lcssec, 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 Olay be occasioned therehy. If Lessee does not cure thc dcfaults in
the time frames as set forth above, and Lcssor has removed and storcd
property. Lessor shall not he rcquired to storc for more than thirty (30)
days. Af1er such time. such propcrty shall be decmed abandoned and
Lessor shall dispose of such property in an)' manner it so chooses and
shall not be liable to Lessee for such disposal.
II. If Lessee fails to promptly pay. whcn duc, any full installment of rent or
any other sum payable to Lessor under this Ground Leasc. and if said sum
remains IInpaid for more than five (5) d"ys past thc duc datc, thc Lcssec
shall pay Lessor a late payment charge equal to five percent (5%) of each
such p"ymcnt not paid promptly and in full when due. Any amounts not
paid promptly when duc shall also accrue compounded intcrest of two
(2(,'1 percent per month or the highest interest rate then allowcd by Florid"
law, whichcver is higher ('Default Rate"), which interest shall be
promptly paid hy Lessee ((l Lcs",r.
III. Lessor may sue for direct. actual damages arising out of such default of
Lessce or apply for injunetivc relief "s m"y appear neccssary or desirable
to enforce the performance and oh..;crvance pf ~IIlY ohligation. agrecm~nt
or covenant of Lessee under this Ground Lease. or otherwise. Lessor shall
he entitled to reasonable attorneys fce~ and costs incurred arising: out of
Lessee's dei'ault undcr this Ground Lea.sc.
c. Default bv Lessor. Lessor shall ]n no event be charged with dcl'ault in the
performance of any of its obligations hereunder unless and until Lessor shull have failed
to perform such obligations within Ihirly 1:101 days tor such additional lime as is
reasonablv required 10 correct such default I "fter written nOlice to Lessor bv Lessee
" .
pn)Ix-rI)! and in 11lL'~Ulillgflll detail specifying whcTL'ln. in Lesst'c's judgment or opinion,
L'.?;-;snr has l'ailed to perform all~ such nhlig~lt]()n(sl.
d. Remedies of Lessee. In partial cunsideration for the nominal rent charged to
Lessee. Lessee hereby \\'aivcs ~lllY' claim it may have to direct Of indirect monetary
lLlInagcs it incurs ~lS a result of Lessor's hrc~]ch of this Ground Lease, and also wailes
any claim it might have to attOrllC':"S' fees and c,lsh arising put of L('ssor~s breach of this
(JrouIld Lease, L..csscc's rl'JIlcdics for Lcs"tlJ"~ deLtult under this Ground LC;J.se shall be
l111111'L'd In the 1"0Iio\\,[[I,\2:
J. Fur injullcti\'l' relief as 1ll~IY appear necessary ur desirable to enforce the
performance and obscn'ance of allY nhligation. agrc~lllclll or co\,cnant of
L.::::~sor under this Ground L~asc.
l\l."':C S (\f 13
Packet Page -794-
3/22/2011 Item B.A.2.
ii. Lessee may cure any default of Lessor and pay all sums or do all
reasonably necessary work and incur al] 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 rcmedies, hut each and
every such rcmedy will he cumulativc and in addition to evcry other remedy given undcr
this Ground Lcasc or hereafter existing undcr law or in equity. No delay or omission to
exercise any right or power accruing upon any event of dcfault will impair any such right
or power nor be construed to be waived, but any such right and power may be excrcised
from time to time ancl as often as may be deemed cxpedient.
r. Non-Waiver. Every provision hereof imposing an obligation upon Lessee is a
material induccment and consideration for the execution of this Ground Lcase by Lessee
ancl Lessor. No waiver by Lessee or Lessor of any brcach of any provision of this
Ground Leasc will be deemed for any purpose to be a waivcr of any brcach of any other
provision hereof or of any continuing or subsequent brcach of the samc provision,
irrespectivc of the length of time thatthc respectivc brcach may have continucd.
IS. Lease Manual. The Lcsscc shall be provided with the Lessor's Leasc Manual (if
any I, whieh the Lcssor may be amend from time 10 time. The terms of this manual shall he
deemed to be incorporated by rcfcrcncc into this Ground Lease, and Lessce shall be bound by the
terms of this Lease Manual. as of the I" day of the second month the Lessec 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. Rulcs and Re~ulations. The Lessee shall comply with the Lessor's published Rules
and Regulations for this Airport. which are on rile at the address set forth above, as such regulations
may be amended from time to t.ime by the Lessor including such reasonable and uniform landing
fees, rates or charges, as may from time to time be levied for airrield operational privileges ancVor
serviees provided at the Airp0l1. Lessee shall alse) comply with any and all applicable governmental
statutes, rules. orders and regulations.
20. Airport Development. The Lessor reserves the right to further devclop or improve
the landing and other areas of the AirpO]1 as it secs rit. rcgardlcss of the convcnicncc. desires or
view of the Lessce. and wllhout intcrference or hindrance.
21. AirJ1or\ Operations. The Lessee shall prevent any use of' the Leased Land which
would interfere with or adversely affect the operation or maintenance of the AII,!,orl. or otherwise
constitute an airp0l1 hazard. and will restrict the height of structures, ohjects of' natural growth and
othcr obstructions on the Lcased Land to such height as comply with Federal Aviation Rcgulations,
Part 77.
Pasc 9 of 13
Packet Page -795-
3/22/2011 Item B.A.2.
Miscellaneous Legal Matters
~~ This Ground Lease ,hall be construed hy and controlled undcr the laws of the
State of Florida. In the cvent 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 ]n 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 thc Parties with respect to the
Tnatters 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 tcrm. covenant and condition of this Ground Lease by thc Parties.
.24. In the event slate or federal laws arc enacted after the execution of this Ground
Lease, which arc 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 ]s necessary lU comply with such laws, in a manner which best reflects the intent of this
Ground Lease.
2). Except as otherwise provided herein, this Ground Lease shall only be amended by
Tllut.ual \\Titlcn consent of the Parties hereto Of by their successors in interest. Notices hereunder
shall be givcn to the Parties set forth below and shall be made by hand delivery. facsimile,
overnight dcliverv or by regular mail. If given by rcptlar mail. the notice shall be deemed to
have heen given within a rcquired time ]1' deposited ]n the U.S. Mail. postage prcpaid, within the
time I]rnil. For the purpose of calculating time limits which run from Ihe gi\'ing of a particular
nOI;ce tbe time shall be calculated from "cI"al reccipt of the noticc. Time shall run only on
business day., which, for purposes of this Ground Leasc shall be any day other than a Saturday,
Sunday or Icgal public holiday. '-'"lices shall be addressed as follows:
If to Le,'Sor:
Count)-: !\1anagcr
C\,lIicr County J\1anager's Office
.,,2')() E~l.q Tallllami T[-ail
"'''pie,. FI'.>rid" :q 112
cC:
Rc,,1 Propcrty Management
3335 East Tallliami Trail
"'''pie,. Flurida ~.:j 112
If to LC'~~C'c:
r01ll StOU!. Pn:~;.,idl'llt
Turbo Scn'icc~ IlK',
!l)2:=; Banks Road
"Jarg"tc. FL .,.,(1("
r;q;~ 1(1 ul13
Packet Page -796-
3/22/2011 Item B.A.2.
Notice shall be deemcd to have bcen given on the next successivc business day to the date of
the courier waybill if sent by nationally recognized ovcrnight 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 PaJ1ies 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-cmployer relationship and that Lessor
excludcs Lessee and its employees from participation in all health and welfare benefit plans
including vacation, sick leave, severance, life, accident, health and disability insurance, defen'ed
compensation, retirement and grievance rights or privileges.
27. Neither party to this Ground Lease will be hable for any delay in the performance
of any obligation under this Ground Lease or of any inabihty to perfonn an obligation under this
Ground Lease if and to the extent that such delay in pcrformance or inability to perform is
caused by an event or circumstance beyond the reasonable control of and without the fault or
negligence of Ihe party claiming Force Majeure. "Force Majeure" shall includc 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 weathcr condition, hurricane, tlood, lightning, wind,
drought, and thc 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,
materialmen and/or suppliers to engage in such activities upon or about the Leased Land, except
those involved in the practice of Turho 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 timc. Lcvcls of radon that exceed federal and state guidelines have been found
in buildings in Florida. Additional information regarding radon and radon testing may he
obtained from your County Public Health Depa]1ment.
30. Lessee shall execute this Ground Lease prior to it heing submitted for approval by
the Board of County Commissioncrs, 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 -797-
3/22/2011 Item B.A.2.
Florida, within fourteen \ 14) clays aftcr the County enters into this Ground Lease, at Lessee's
sole cost and expense.
IN WITNESS WHEREOF, the Lessce and Lessor have hereto exccuted this Ground
Lease the day and year first above written.
AS TO THE LESSEE:
Tnrbo Serviccs Inc.
By: _
Witness (signature)
Tom Stout. Prcsident and CEO
(print ll(l1lk')
,^" itncs~ (signature)
(print 1l;l!1lC)
AS TO TJ IE LESSOR:
ATTEST
DWJ(;IJT E. BROCK. CLERK
BOARD OF COUNTY COMMISSIONERS
COLLIER COl:NTY. FLORIDA, IN ITS
CAPACITY AS THE COLLIER COUNTY
AIRPORT AUTHORITY
By:
, DL'pu\~ Ckrk
BY'
----------
I:RED W. COYLE, Chairman
Approved as 10 form
and lc:;:i.tl '1uilicicncv:
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