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Agenda 03/22/2011 Item #13A2 3/22/2011 Item 13.A.2. ,~~ 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. ...-' 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, - PREPARED BY: Chris Curry. AirpOli Authority Executive Director Packet Page -785- 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 Packet Page -786- 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; Page 1 or 13 Packet Page -787- 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 P:\~l' 2 \)!" l~ Packet Page ,788- 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 Pag\.' :3 of 13 Packet Page -789- 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. " - 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 P;\~L' 4 tl! IJ Packet Page -790- 3/22/2011 Item B.A.2. 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 Pal:!c 5 of 13 Packet Page -791- 3/22/2011 Item B.A.2. 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' P:I!.-':': 6 \II IJ Packet Page -792- 3/22/2011 Item B.A.2. 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: .Il.'ft"rc\' /-\. l\..lauKll\\' Count v :\nornc\ 1'~I!-2C 12 (II B Packet Page -798- -< .9 ~ .S< f-o ~ - u c:l ~ -- '" ~ 0 ~ >< c; LLl br, c~ -I 1" i ~ I! 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