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Amendment #1 (Turbo Services, Inc.) 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 ,',11-1\.-‘ day of t\• \c. t, \ , 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 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 eighteen months from the date of this Ground Lease. In the event Lessee does not commence construction within such period, then the Lessor shall have the right to terminate this Lease and neither party shall have any further obligations to the other party. Upon commencement of construction, Lessee shall diligently pursue said construction to completion and complete said construction on or before twenty-four (24) months from commencement, subject to delays beyond the control of the Lessee. Lessee shall be solely responsible for the costs of repairing any damage to Lessor's roads, water and sewer facilities or other infrastructure located within or outside the Leased Land resulting from construction or use by Lessee, its agents, officers or employees. Lessee must demonstrate to Lessor that it has sufficient funds necessary to complete any proposed project, and Lessor may require, as part of its approval, the posting of a construction bond or like security to assure completion of the proposed project. Notwithstanding anything to the contrary, it is expressly understood and agreed that Lessee has the right to terminate the Lease if, after the exercise of due diligence, it is unable to develop the contemplated 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: • ' . . - -- - - 3335 East Tamiami Trail Naples, Florida 34112 Executive Director Collier County Airport Authority 2005 Mainsail Dr., Ste. 1 Naples, FL 34114 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. Nondiscrimin.tion Cl, , -. The Lessee for himself his .ersonal re.resentative 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, (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. Property 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. 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. 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: Turb, Services nc. By: or Witness (signatur V Tom Stout, President and CEO Ve14�c�, eji.,a ,n (Print name) 20 Witness (signature) 1orrr 5 rg (Print name) AS TO THE LESSOR: ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT•E,•BRZOCK, CLERK COLLIER COUNTY, FLORIDA, IN ITS ^F co CAPACITY AS THE COLLIER COUNTY AIRPORT AUTHORITY . 7' '11_4. W. B 1 ?' 'r BY: y L-�: .. i�►Ag� ,� • �' suty C = FRED W. COYLE, Chai an Ap.rov-d as to form an• leg.1 .ufficiency: r Jef y •7 latzkow Co y Attorney ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper.Attach to original document.Original documents should be hand delivered to the Board Office.The completed routing slip and original documents are to be forwarded to the Board Office only after the Board has taken action on the item.) ROUTING SLIP Complete routing lines#1 through#4 as appropriate for additional signatures,dates,and/or information needed.If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#4,complete the checklist,and forward to Sue Filson(line#5). Route to Addressee(s) Office Initials Date (List in routing order) 1. 2. 3. 4. Jeff Klatzkow County Attorney 5. Ian Mitchell, BCC Office Board of County Commissioners 3/3./it Supervisor 6. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION (The primary contact is the holder of the original document pending BCC approval.Normally the primary contact is the person who created/prepared the executive summary.Primary contact information is needed in the event one of the addressees above,including Sue Filson,need to contact staff for additional or missing information.All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the item.) Name of Primary Staff Debbie Brueggeman Phone Number (239)642-7878 Ext.34 Contact Agenda Date Item was March 27,2012 Agenda Item Number 16G1 Approved by the BCC Type of Document First Amendments to Turbo Services Number of Original 3 Attached Ground Lease Agreement Documents Attached INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Original document has been signed/initialed for legal sufficiency.(All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney.This includes signature pages from ordinances, resolutions,etc.signed by the County Attorney's Office and signature pages from contracts,agreements,etc.that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and possibly State Officials.) 2. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A • Office and all other parties except the BCC Chairman and the Clerk to the Board r 3. The Chairman's signature line date has been entered as the date of BCC approval of the document or the final negotiated contract date whichever is applicable. 4. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's signature and initials are required. 5. In most cases(some contracts are an exception),the original document and this routing slip i N/A should be provided to Ian Mithchell in the BCC office within 24 hours of BCC approval. ( p Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified.Be aware of your deadlines! 6. The document was approved by the BCC on 3-27-12 (enter date)and all changes made during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05,Revised 9.18.09 MEMORANDUM Date: April 2, 2012 To: Debbie Brueggeman, Operations Coordinator Collier County Airport Authority From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: First Amendment to Ground Lease Agreement between The Collier County Airport Authority and Turbo Services, Inc. Attached for your records, are two (2) originals of the document referenced above, (Item #16G1) approved by the Board of County Commissioners on Tuesday, March 27, 2012. The Minutes and Record's Department has kept one original document as part of the Board's Official Record's of the Board. If you have any questions, please feel free to call me at 252-7240. Thank you.