Backup Documents 09/26/2017 Item #16F 3 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16 F 3
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.
Route to Addressee(s) Office Initials Date
(List in routing order)
1. Colleen Greene County Attorney's Office 1
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2. BCC Chairman Board of County Commissioners frT (o)
J 11-7-_'7
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3. Minutes and Records Clerk of Courts 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 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 aporove the item.
Name of Primary Staff Kelly Green Phone Number 252-2384
Contact
Agenda Date Item was 9/26/17 Agenda Item Number 16F
Approved by the BCC
Type of Document -Gt Agreement Number of Original 1 /
Attached r toc-5z 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 KG
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 KG
Office and all other parties except the BCC Chairman and the Clerk to the Board
3. The Chairman's signature line date has been entered as the date of BCC approval of the n/a
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 KG
signature and initials are required.
5. In most cases(some contracts are an exception),the original document and this routing slip KG
should be provided to the BCC office within 24 hours of BCC approval. 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 9/26/17 (enter date)and all
changes made during the meeting have been incorporated in the attached documeI, r`
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
16F 3
Martha S. Vergara
From: Martha S. Vergara
Sent: Wednesday, November 08, 2017 10:32 AM
To: GreenKelly (KellyGreen@colliergov.net)
Subject: Lease Agreement from the 9/26/17 BCC Meeting Agenda Item #16F3
Attachments: Kelly Green.pdf
Morning Kelly,
Attached for your records is a scanned copy of the referenced document.
Thanks,
Martha Vergara, BMR Senior Clerk
Minutes and Records Dept.
Clerk of the Circuit Court
& Value Adjustment Board
Office: (239) 252-7240
Fax: (239) 252-8408
E-mail: martha.vergara@collierclerk.com
1
16F 3
COLLIER COUNTY STANDARD FORM
SUB-LEASE AGREEMENT
NOT-FOR-PROFIT ENTITY
This Sub-Lease Agreement ("Sub-Lease Agreement") is entered into this_ qday of
apitt of ,2017,by and between Collier County("County or Lessee"),a political subdivision of
the State of Florida, whose mailing address is 3299 East Tamiami Trail, Naples, Florida 34112,
and the Greater Naples Chamber of Commerce, ("Chamber or Sub-Lessee"), a not for profit
corporation duly organized under the laws of the State of Florida, whose mailing address is
, and collectively stated as the"Parties."
RECITALS:
WHEREAS, Southwest Heritage, Inc., a Florida non-profit corporation, as Lessor,and the
Board of County Commissioners of Collier County, Florida, as Lessee, entered into a Lease
Agreement dated March 22,2005 for the property known as The Naples Railroad Depot; and
WHEREAS, Collier County desires to sublease a portion of the Leased Premises to the
Greater Naples Chamber of Commerce for the purpose of creating a Visitors' Center in the
baggage car currently on-property at The Naples Railroad Depot; this Sub-Lease Agreement is
subject to the existence of the aforesaid Lease Agreement; and
WHEREAS, the Collier County Tourist Development Council and Board of County
Commissioners has approved a funding request from the Greater Naples Chamber of Commerce
of up to$200,000 to improve the baggage car to make it accessible and functional to Collier County
tourists, visitors,and residents; and
NOW THEREFORE, in consideration of the payment of rents and the performance of the
covenants hereinafter set forth,the parties agree as follows:
WITNESSETH:
NOW, THEREFORE, in consideration of the covenants contained herein, the Parties
hereby enter into this Lease on the following terms and conditions:
1. Conveyance. On the terms and conditions set forth in this Sub-Lease, and in
consideration of Chamber's/Sub-Lessee's performance under this Sub-Lease, the County/Lessee
conveys to the Sub-Lessee the present possessory interest in the Leased Premises described below.
2. Description of Leased Premises. The Leased Premise(s) which are the subject of
this Sub-Lease is a baggage car on the southeast corner of The Naples Railroad Depot property,in
Collier County, Florida, with a description set forth in Exhibit"A," hereinafter referred to as the
"Premises." In addition, the Sub-Lessee, its employees, agents, contractors and visitors shall be
permitted to use certain common areas within Lessor's Leased Premises, including the parking
areas within the Naples Depot for the parking of vehicles as well as the restroom facilities that are
within the Naples Depot, for the proper operation of the Premises during all hours of operation of
the Sub-Lessee's operation of the Visitor's Center (Sub-Lessee shall have access to the Naples
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Depot facilities, i.e.restroom,during regular operating hours when the Naples Depot is otherwise
open to the public).
3. Use of Premises, The purpose of this Sub-Lease is for the Greater Naples Chamber
of Commerce to operate a Visitors' Center, which use the Board of County Commissioners has
found to be in the public's interest. Accordingly, the Chamber shall utilize the Leased Premises
in strict accordance with Exhibit"B." County/Lessee shall have the right to terminate this Sub-
Lease should Sub-Lessee utilize the Premises in any manner inconsistent with the approved use.
In the event Sub-Lessee shall cease to use the Premises for the purposes described in Exhibit"B,"
and such cessation of use shall continue for a period of sixty(60)days,this Lease,at the option of
the Lessor,upon thirty(30)days written notice to the Lessee,shall be terminated and Lessee shall
surrender and vacate the Premises to the Lessor within thirty (30) days after notice of such
termination. Provided, however, said sixty (60) day period shall be tolled if such cessation is
caused by events beyond the control of the Lessee such as acts of God or if such cessation is due
to closing for reconstruction or repairs to the building constructed by Lessee on the Leased
Premises.
4. Permissible Alterations and Additions to Premises. Sub-Lessee may not make
any alterations or additions to the Leased Premises without obtaining County's/lessee and
Southwest Heritage, Inc./Lessor's prior written consent, which consent may be withheld in
Lessor's sole discretion. Sub-Lessee shall submit to Lessee and Lessor plans and specifications
for all alterations and additions at the time consent is sought.
a. This section is not applicable to the approved modifications that County will
make to the baggage car (as depicted in Composite Exhibit"C"). The County has received the
approval of the Southwest Heritage Inc. for the improvements and modifications to the baggage
car. The parties agree that Southwest Heritage,Inc.will continue to be consulted during the design
and construction phases of this project. The goal of Southwest Heritage, Inc. is to maintain the
historic integrity of the rail car, and the parties agree to achieve this goal. This section applies
should the Chamber wish to make any additional alternations to the Premises.
5. Term of Lease. The term of this Sub-Lease shall commence on the date first above
written, and unless terminated earlier by the Parties, shall terminate on the 10th year anniversary
date of this Lease. The Sub-Lease may be renewed with the written mutual consent of the County
and Chamber and subject to the approval of the Southwest Heritage,Inc./Lessor. If Sub-Lessee
holds over after the expiration of the lease term,such tenancy shall be from month to month under
all of the terms, covenants and conditions of this Sub-Lease subject, however, to Lessor and
Lessee's right to seek legal relief to eject Sub-Lessee from the Premises as a holdover.
6. Rent. The Sub-Lessee/Chamber agrees to pay the County/Lessee the sum of
$10,000 annually on a quarterly basis each year of the term. Rent shall commence the earlier of
(1) completion of the leasehold improvements;or(2)the use of the Chamber of the premises as a
Visitor's Center.
a. The revenue derived from this Sub-Lease shall be returned to the Collier
County Museum to a dedicated account for the Naples Depot Museum.
[04•MUS-OI 111/1270378/1) Page 2 of 14
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,
7. Net Lease, This is a fully net lease, with Sub-Lessee responsible for all costs, fees and
charges concerning the Premises. Accordingly,Sub-Lessee shall promptly pay when due and prior
to any delinquency all costs, fees, taxes, trash removal services, assessments, utility charges,
impact fees and obligations of any kind that relate to the Premises.In consideration of Ten Dollars
($10.00),the receipt and sufficiency of which is hereby acknowledged, Chamber shall indemnify,
defend and hold harmless County and Southwest Heritage, their agents and employees from and
against any and all liability(statutory or otherwise), damages,claims,suits,demands,judgments,
costs,interest and expenses(including but not limited to attorneys'fees and disbursements both at
trial and all appellate levels) arising, directly or indirectly, from any injury to, or death of, any
person or persons or damage to property (including loss of use thereof) related
to (A)Chamber's use of the Premises,(B)any work or thing whatsoever done,or any condition
created(other than by County,its employees, agents or contractors)by or on behalf of Chamber
in or about the Premises, (C) any condition of the Premises due to or resulting from any default
by Chamber in the performance of Chamber's obligations under this Sublease or otherwise,
or (D) any act, omission or negligence of Chamber or its agents, contractors, employees,
subtenants, licensees or invitees. In case any action or proceeding is brought against County or
Southwest Heritage by reason of any one or more thereof,Chamber shall pay all costs,attorneys'
fees, expenses and liabilities resulting therefrom and shall defend such action or proceeding if
County or Southwest Heritage shall so request, at Chamber's expense, by counsel reasonably
satisfactory to County or Southwest Heritage. County and Southwest Heritage shall not be
liable for any injury or damage to person or property caused by the elements or by other persons
in the Premises,or from the street or sub surface,or from any other place,or for any interference
caused by operations by or for a governmental authority in construction of any public or quasi-
public works or otherwise. County and Southwest Heritage shall not be liable for any damages to
or loss of including loss due to petty theft, any property,occurring on the Premises or any part
thereof,and the Chamber agrees to hold the County harmless from any claims for damages,except
where such damage or injury is the result of the gross negligence or willful misconduct of the
County or Southwest Heritage, or their respective employees.
8. sub-Lessee's Liens and Mortgages. Sub-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
County/Lessee in the Premises shall not be subject to liens for improvements made by the Sub-
Lessee and liens for improvements made by the Sub-Lessee are specifically prohibited from
attaching to or becoming a lien on the interest of the County/Lessee in the Premises or any part of
either. This notice is given pursuant to the provisions of and in compliance with Section 713.10,
Florida Statutes.
9. Sub-Lessee's Obligation to Maintain Premises and Comply with All Lawful
Requirements, Sub-Lessee,throughout the term of this Sub-Lease, at its own cost, and without
any expense to the County/Lessee,shall keep and maintain the Premises in good,sanitary and neat
order,condition and repair,and shall abide with all lawful requirements. Such maintenance and
repair shall include,but not be limited to,painting,janitorial,fixtures and appurtenances(lighting,
heating,plumbing,and air conditioning). Such repair may also include structural repair,if deemed
necessary by the Sub-Lessee. If the Premises are not in such compliance in the reasonable opinion,
[04-MUS-01111/1270378/1) Page 3 of 14 /�,',
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of County/Lessee, Sub-Lessee will be so advised in writing. If corrective action is not begun
within thirty(30)days of the receipt of such notice and prosecuted diligently until corrective action
is completed, County/Lessee may cause the same to be corrected and Sub-Lessee shall promptly
reimburse County/Lessee for the expenses incurred by County/Lessee, together with a 5%
administrative fee.
10. Quiet Enjoyment. Sub-Lessee shall be entitled to quiet enjoyment so long as Sub-
Lessee has not defaulted on any of the terms of this Lease. Accordingly, Sub-Lessee shall have
the exclusive right to use the Premises during the term of this Sub-Lease. During the term of this
Sub-Lease, Sub-Lessee may erect appropriate signage on the Leased Premises and the
improvements constructed by Sub-Lessee thereon. Any such signage shall be in compliance with
all applicable codes and ordinances.
11. Casualty and Condemnation
a. Casualty. If the Premises are destroyed, rendered substantially inhabitable,or
damaged to any material extent, as reasonably determined by Sub-Lessee and Lessee,by fire or
other casualty,and Lessee must use the insurance proceeds,hereinafter referred to as"Proceeds,"
to rebuild or restore the Premises to substantially its condition prior to such casualty event unless
the Lessee provides the Sub-Lessee with a written determination that rebuilding or restoring the
Premises to such a condition with the Proceeds within a reasonable period of time is impracticable
or would not be in the best interests of the Lessee, in which event, Proceeds shall be shall be
promptly remitted to Lessee. If the Lessee elects not to repair or replace the improvements,then
Sub-Lessee or Lessee may terminate this Sub-Lease by providing notice to the other party within
ninety(90) days after the occurrence of such casualty. The termination will be effective on the
ninetieth(90th)day after such fire or other casualty,unless extended by mutual written agreement
of the Parties. During the period between the date of such casualty and the date of termination,
Sub-Lessee will cease its operations as may be necessary or appropriate. If this Sub-Lease is not
terminated as set forth herein, or if the Premises is damaged to a less than material extent, as
reasonably determined by Sub-Lessee and Lessee, Sub-Lessee will proceed with reasonable
diligence, at no cost or expense to Lessee, to rebuild and repair the Premises to substantially the
condition as existed prior to the casualty.
b. Condemnation. Lessee may terminate this Sub-Lease as part of a condemnation
project. Lessee will use its best efforts to mitigate any damage caused to Sub-Lessee as a result of
such termination; however,in no event will Lessee be liable to Sub-Lessee for any compensation
as a result of such termination.
12. Access to Premises. Lessee,its duly authorized agents,contractors,representatives
and employees, shall have the right after reasonable oral notice to Sub-Lessee,to enter into and
upon the Premises during normal business hours, or such other times with the consent of Sub-
Lessee,to inspect the Premises,verify compliance with the terms of this Sub-Lease,or make any
required repairs not being timely completed by Sub-Lessee.
13. Termination and Surrender. Unless otherwise mutually agreed by the Parties,
within thirty(30) days after termination of the lease term, Sub-Lessee shall redeliver possessions
fi.
[04-MUS.OI111/1270378/1] Page 4 of 14
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of the Premises to County/Lessee in good condition and repair. Sub-Lessee shall have the right at
any time during its occupancy of the Premises to remove any of its personal property,equipment,
and signs provided, however, at the termination of this Sub-Lease, the Chamber is required to
return the baggage car to the condition in which it was received. The portable racks,intended for
pamphlets and brochures,shall be removed and the interior shall be returned to its state as delivered
to the Sub-Lessee by County/Lessee at the commencement of the lease term,provided,however,
any property that is of such a nature that the removal of it would damage the baggage car or cause
damage to then-existing fixtures,then such items should not be removed and shall be considered
to be real property. Improvements and alterations are subject to the provisions set forth in
Paragraph 4,above.
14. Assignment, This Sub-Lease is personal to Sub-Lessee, Accordingly,Sub-Lessee
may not assign this Sub-Lease or sublet any portion of the building constructed on the Premises
by Sub-Lessee without the express prior written consent of the County/Lessee,which consent may
be withheld in County/Lessee's sole discretion and in compliance with the Lease Agreement dated
March 22, 2005. Any purported assignment or sublet without the express written consent of
County/Lessee shall be considered void from its inception,and shall be grounds for the immediate
termination of this Sub-Lease.
15. Insurance.
a. Sub-Lessee shall provide and maintain a Commercial General Liability
insurance policy,approved in writing by County/Lessee and the Collier County Risk Management
Department, for not less than Three Million and 00/100 Dollars($3,000,000.00)combined single
limits during the term of this Lease. If such amounts are less than good insurance industry practice
would require, County/Lessee reserves the right to increase these insurance limits by providing
Sub-Lessee with at least sixty(60)days'advance notice to do so.
b. In addition, Sub-Lessee shall provide and maintain Worker's Compensation
Insurance covering all employees meeting the then existing Statutory Limits in compliance with
the applicable state and federal laws. The coverage shall include Employer's Liability with a
minimum limit of One Hundred Thousand and 00/100 Dollars($100,000.00)per each accident. If
such amounts are less than good insurance industry practice would require,County/Lessee reserves
the right to increase these insurance limits by providing Sub-Lessee with at least sixty(60) days'
advance notice to do so,
c. If applicable and required by law,Business Automobile Liability Insurance,and
Business Boat Liability Insurance, for automobiles and boats used by Sub-Lessee in the course of
its performance under this Sub-Lease, including Employer's Non-Ownership and Hired Auto
Coverage, each said policy in amounts of One Million and 00/100 Dollars ($1,000,000.00)
combined single limit per occurrence. If such amounts are less than good insurance practice would
require, County/Lessee reserves the right to increase these insurance limits by providing Sub-
Lessee with at least sixty(60)days'advance notice to do so.
d. If applicable and required by law, Pollution Liability insurance covering the
accidental discharge and clean up of pollutants shall be maintained by the Sub-Lessee in an amount
PC)
[04-MUS-01111/1270378/1) Page 5 of 14
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of not less than Five Million and 00/100 dollars($5,000,000)per occurrence. Such coverage shall
cover third party liability and clean up coverage.
e. County/Lessee and Southwest Heritage,Inc. shall both be named as additional
insured(s)on the Commercial General Liability insurance policy. County/Lessee and Southwest
Heritage,Inc.shall also be added as an additional insured on the Property Insurance policy as their
interest(s) may appear. The above-described insurance policies shall list and continuously
maintain County/Lessee and Southwest Heritage,Inc.as an additional insured thereon. Evidence
of such insurance shall be provided to County/Lessee and the Collier County Risk Management
Department, 3311 East Tamiami Trail, Administration Building, Naples, Florida, 34112, for
approval prior to the commencement of this Sub-Lease;and shall include a provision requiring not
less than ten(10)days prior written notice to County/Lessee in the event of cancellation or changes
in policy(ies) coverage. If such amounts are less than good insurance practice would require,
County/Lessee reserves the right to reasonably amend their insurance requirements by issuance of
notice in writing to Sub-Lessee, whereupon receipt of such notice Sub-Lessee shall have thirty
(30) days in which to obtain such additional insurance. The issuer of any policy must have a
Certificate of Authority to transact insurance business in the State of Florida and must be rated
"A" or better in the most current edition of Best's Insurance Reports. Each insurer must be
responsible and reputable and must have financial capacity consistent with the risks covered. Each
policy must contain an endorsement to the effect that the issuer waives any claim or right of
subrogation to recover against County/Lessee and Southwest Heritage, Inc., its employees,
representatives and agents.
f. Failure to continuously abide with all of these insurance provisions shall be
deemed to be a material breach of this Sub-Lease and County/Lessee shall have the remedies set
forth below.
16. Defaults and Remedies.
a. Defaults by Sub-Lessee. The occurrence of any of the following events and the
expiration of the applicable cure period set forth below without such event being cured or remedied
will constitute a"Default by Sub-Lessee"to the greatest extent then allowed by law:
i. Abandonment of Premises or discontinuation of Sub-Lessee's operation.
ii. Sub-Lessee's material misrepresentation of any matter related to this Sub-
Lease.
Filing of insolvency,reorganization,plan or arrangement of bankruptcy.
iv. Adjudication as bankrupt.
v. Making of a general assignment of the benefit of creditors.
vi. If Sub-Lessee suffers this Sub-Lease to be taken under any writ of execution
and/or other process of law or equity.
vii. Sub-Lessee's loss of its federal IRS tax exempt status.
viii. Sub-Lessee's failure to utilize the Premises as set forth in Exhibit B.
ix. Any lien is filed against the Premises or Sub-Lessee's interest therein or any
part thereof in violation of this Lease, or otherwise, and the same remains
unreleased for a period of sixty (60) days from the date of filing unless
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within such period Sub-Lessee is contesting in good faith the validity of
such lien and such lien is appropriately bonded.
x. Failure of Sub-Lessee to perform or comply with any material covenant or
condition made under this Sub-Lease, which failure is not cured within
ninety(90)days from receipt of County/Lessee's written notice stating the
non-compliance shall constitute a default(other than those covenants for
which a different cure period is provided),whereby County/Lessee may,at
its option, terminate this Sub-Lease by giving Sub-Lessee thirty(30) days
written notice unless the default is fully cured within that thirty (30) day
notice period (or such additional time as is agreed to in writing by
County/Lessee as being reasonably required to correct such default).
However,the occurrence of any of the events set forth above shall constitute
a material breach and default by Sub-Lessee, and this Sub-Lease may be
immediately terminated by County/Lessee except to the extent then
prohibited by law.
b. Remedies of County/Lessee.
In the event of the occurrence of any of the foregoing defaults,
County/Lessee, in addition to any other rights and remedies it may have,
shall have the immediate right to re-enter and remove all individuals,
entities and/or 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 Sub-Lessee, all without service of notice or resort to legal
process and without being deemed guilty of trespass,or being liable for any
loss or damage which may be occasioned thereby. If Sub-Lessee does not
cure the defaults in the time frames as set forth above, and County/Lessee
has removed and stored property, County/Lessee shall not be required to
store for more than thirty(30)days. After such time,such property shall be
deemed abandoned and County/Lessee shall dispose of such property in any
manner it so chooses and shall not be liable to Sub-Lessee for such disposal.
ii. If Sub-Lessee fails to promptly pay,when due,any full installment of rent
or any other sum payable to County/Lessee under this Lease,and if said sum
remains unpaid for more than five(5)days past the due date,the Sub-Lessee
shall pay County/Lessee a late payment charge equal to five percent(5%)of
each such payment not paid promptly and in full when due. Any amounts
not paid promptly when due shall also accrue compounded interest of two
(2%)percent per month or the highest interest rate then allowed by Florida
law,whichever is higher("Default Rate"),which interest shall be promptly
paid by Sub-Lessee to County/Lessee.
iii. County/Lessee may sue for direct, actual damages arising out of such
default of Sub-Lessee or apply for injunctive relief as may appear necessary
or desirable to enforce the performance and observance of any obligation,
agreement or covenant of Sub-Lessee under this Sub-Lease, or otherwise.
(04-MUS-0 taut 70378/t Pae7of14
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County/Lessee shall be entitled to reasonable attorneys fees and costs
incurred arising out of Sub-Lessee's default under this Lease.
c. Default by County/Lessee. County/Lessee shall in no event be charged with
default in the performance of any of its obligations hereunder unless and until County/Lessee shall
have failed to perform such obligations within thirty (30) days (or such additional time as is
reasonably required to correct such default) after written notice to County/Lessee by Sub-Lessee
properly and in meaningful detail specifying wherein, in Sub-Lessee's judgment or opinion,
County/Lessee has failed to perform any such obligation(s).
d. Remedies of Sub-Lessee. In partial consideration for the rent charged to Sub-
Lessee, Sub-Lessee hereby waives any claim it may have indirect monetary damages it incurs as
a result of County/Lessee's breach of this Lease, and also waives any claim it might have to
attorneys' fees and costs arising out of County/Lessee's breach of this Lease. Sub-Lessee's
remedies for County/Lessee's default under this Sub-Lease shall be limited to the following:
i. For injunctive relief as may appear necessary or desirable to enforce the
performance and observance of any obligation, agreement or covenant of
County/Lessee under this Lease.
ii. Sub-Lessee may cure any default of County/Lessee (upon 30 days written
notice)and pay all sums or do all reasonably necessary work and incur all
reasonable costs on behalf of and at the expense of County/Lessee.
County/Lessee will pay Sub-Lessee on demand all reasonable costs incurred
and any amounts so paid by Sub-Lessee on behalf of County/Lessee,with no
interest.
e. No Remedy Exclusive. No remedy herein conferred upon or reserved to either
party is intended to be exclusive of any other available remedy or remedies,but each and every
such remedy will be cumulative and in addition to every other remedy given under this Sub-Lease
or hereafter existing under law or in equity. No delay or omission to exercise any right or power
accruing upon any event of default will impair any such right or power nor be construed to be
waived,but any such right and power maybe exercised from time to time and as often as may be
deemed expedient.
f. Non-Waiver. Every provision hereof imposing an obligation upon Sub-Lessee
is a material inducement and consideration for the execution of this Sub-Lease by Sub-Lessee and
County/Lessee. No waiver by Sub-Lessee or County/Lessee of any breach of any provision of this
Sub-Lease will be deemed for any purpose to be a waiver of any breach of any other provision
hereof or of any continuing or subsequent breach of the same provision,irrespective of the length
of time that the respective breach may have continued.
Miscellaneous Legal Matters
17. This Sub-Lease shall be construed by and controlled under the laws of the State of
Florida. In the event of a dispute under this Lease, the Parties shall first use the County's then-
current Alternative Dispute Resolution Procedure. Following the conclusion of this procedure,
p0
[oo-MUS-01111/1270378/1] Page 8 of 14
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either party may file an action in the Circuit Court of Collier County to enforce the terms of this
Sub-Lease,which Court the Parties agree to have the sole and exclusive jurisdiction.
18. This Sub-Lease contains the entire agreement of the Parties with respect to the
matters covered by this Sub-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 Sub-Lease shall
be binding or valid. Time is of the essence in the doing,performance and observation of each and
every term,covenant and condition of this Sub-Lease by the Parties.
19. In the event state or federal laws are enacted after the execution of this Sub-Lease,
which are applicable to and preclude in whole or in part the Parties' compliance with the terms of
this Sub-Lease, then in such event this Sub-Lease shall be modified or revoked as is necessary to
comply with such laws,in a manner which best reflects the intent of this Sub-Lease.
20. Except as otherwise provided herein, this Sub-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 Lease shall be any day other than a Saturday, Sunday or legal public
holiday. Notices shall be addressed as follows:
As to County: County Manager
Collier County Manager's Office
3299 East Tamiami Trail,Suite 202
Naples,Florida 34112
CC: Real Property Management
3335 Taniiami Trail,Suite 101
Building W
Naples,Florida 34112
As to Sub-Lessee: Greater Naples Chamber of Commerce
2390 %rn.a,.,, ?/, if'
Scc:/c
2/0
As to Southwest Heritage,Inc.: John A. Garner,Esq.
Sullivan&Garner
801 Laurel Oak Drive,Suite 103
Naples,FL 34108-2707
Phone: 239-262-6118
Fax: 239-260-5814
[o4-tutus-0111tn27037snl Page 9 of 14 /16°
16 F 3
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.
21. Sub-Lessee is an independent contractor,and is not any agent or representative or
employee of County/Lessee. During the term of this Sub-Lease,neither Sub-Lessee,nor anyone
acting on behalf of Sub-Lessee, shall hold itself out as an employee, servant, representative or
agent of County/Lessee. 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 Sub-Lease or to have any rights to
enforce this Sub-Lease against either party hereto or otherwise. Nothing contained in this Sub-
Lease will constitute the Parties as partners or joint ventures for any purpose,it being the express
intention of the Parties that no such partnership or joint venture exists or will exist. Sub-Lessee
acknowledges that County/Lessee is not providing any vacation time,sick pay,or other welfare or
retirement benefits normally associated with an employee-employer relationship and that
County/Lessee excludes Sub-Lessee and its employees from participation in all health and welfare
benefit plans including vacation, sick leave, severance, life, accident, health and disability
insurance,deferred compensation,retirement and grievance rights or privileges.
22. Neither party to this Sub-Lease will be liable for any delay in the performance of
any obligation under this Sub-Lease or of any inability to perform an obligation under this Sub-
Lease if and to the extent that such delay in performance or inability to perform is caused by an
event or circumstance beyond the reasonable control of and without the fault or negligence of the
party claiming Force Majeure. "Force Majeure" shall include an act of God, war (declared or
undeclared), sabotage, riot, insurrection, civil unrest or disturbance, military or guerrilla action,
economic sanction or embargo,civil strike,work stoppage,slow-down or lock-out,explosion,fire,
earthquake, abnormal weather condition, hurricane, flood, lightning, wind, drought, and the
binding order of any governmental authority.
23. Sub-Lessee will not transport,use,store,maintain,generate,manufacture,handle,
dispose, release or discharge any Hazardous Materials upon or about the Leased Premises, nor
permit employees, representatives, agents, contractors, sub-contractors, sub-sub-contractors,
material men and/or suppliers to engage in such activities upon or about the Leased Premises.
24. In compliance with Section 404.056,Florida Statutes, all Parties are hereby made
aware of the following: Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to persons who are
exposed to it over time.Levels of radon that exceed federal and state guidelines have been found
in buildings in Florida. Additional information regarding radon and radon testing may be obtained
from your County Public Health Department.
25. Sub-Lessee shall execute this Sub-Lease prior to it being submitted for approval by
the Board of County Commissioners. This Sub-Lease may be recorded by the County in the
Official Records of Collier County,Florida,within fourteen(14)days after the County enters into
this Sub-Lease,at Sub-Lessee's sole cost and expense. y�n
y�
[04-MUS-OI 1111127037811] Page 10 of 14
16F 3
IN WITNESS WHEREOF, the Sub-Lessee and County/Lessee have hereto executed this
Sub-Lease the day and year first above written.
AS TO THE SUB-LESSEE:
GREATLNAAPLE CHAMBER O COMMERCE
By: ./ c'h''EL
Witness (signature) �/s,c,(t:�vT` 4 O
(Print Name and Title)
(print name)
Witness (signature)
(print name)
AS TO THE COUNTY/LESSEE:
ATTESTS`‘ BOARD OF COUNTY COMMISSIONERS,
DWIGHT E.-BROCK, •Cleik COLLIE r 40 TY, FLORIDA
_A- 1�; 1 By:
By: -
A est as 4 alrma ,Deput ,7i ,, PENNY T OR, CH•1 : I OMAN
signature only.
Approved as to form and l-!a ' y:
ada2e/A-111i
Colleen M. Greene
Assistant County Attorney
Reviewed and approved:
Southwest '' rita_/ nc. psa T
[04-MUS-01111/1270378/1] Page 11 of 14
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[04MUS-01111!1270378/1] Page 12 of 14
.CAO
16F 3
EXHIBIT"A"
The following exhibits show the planned exterior and interior elevations and the floor plan for the
conversion of the former baggage car at the Naples Depot into the Naples Visitor Center sub leased
from Collier County to the Greater Naples Chamber of Commerce.
NAPLES VISITOR CENTER
100% REVIEW PACKAGE
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71,
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Naples Visitor Center Exterior
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EXHIBIT A
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[04-MUS-01111/1270378/1] Page 13 of 14
CAn�'
EXHIBIT B •
The Greater Naples Chamber of Commerce will use the renovated baggage car at the Naples Depot
Museum as a Visitor's Information Center to provide informational materials to visitors and
residents alike about Collier County including Naples,Marco Island and the Everglades.
•
•
[04-MUS-01111/1270378/1] Page 14 of 14