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Agenda 07/07/2015 Item #16D157/7/2015 16.D.15. EXECUTIVE SUMMARY Recommendation to approve and execute a Standstill Agreement between Collier County and the United States Department of Agriculture (USDA) to allow the USDA to continue its operations at the County's Agriculture Extension Office at the current terms and conditions, until a new Lease Agreement can be submitted. OBJECTIVE: To obtain approval and execution of a Standstill Agreement (Agreement) to continue the current Lease Agreement between the County and the United States Department of Agriculture (USDA) until a Lease Agreement is provided to the County. CONSIDERATION: Since 1992, the County has leased 1,100 square feet of office space to USDA located within the County's Agriculture Extension Office at 14700 Immokalee Road. The existing Lease Agreement (Lease) with the USDA will expire on July 31, 2015. County staff contacted the USDA several months prior to the expiration of the Lease, with additional follow -ups, in order to extend the lease term. However, the USDA did not respond until June 22, 2015 when the attached Agreement was submitted. This Agreement continues the terms of the existing Lease until July 31, 2016, or until such time that the USDA can submit a standard Federal Government lease form to the County. The current annual rent of $16,819, and all terms contained in the Lease, shall remain in full force and effect. The attached Agreement is a mechanism that allows the USDA to continue its operations at the subject property and to continue paying rent to the County. The Standstill Agreement has been reviewed and approved by the Office of the County Attorney for content and legality and by the Public Services Department. FISCAL IMPACT: The annual rent of $16,819 shall continue to be deposited into General Fund (001), University Extension Office (157110), Lease Facilities (362190). GROWTH MANAGEMENT: There is no growth management impact. LEGAL CONSIDERATION: The Standstill Agreement preserves the status quo by extending the teens of the lease, as amended, to July 31, 2016 allowing the parties opportunity to negotiate and enter into a new lease or lease extension. Accordingly, this item is approved for form and legality and requires a majority vote for Board action. — JAB RECOMMENDATION: That the Board of County Commissioners approves the Standstill Agreement with the United States Department of Agriculture and authorizes its Chairman to execute same. PREPARED BY: Michael Dowling, Senior Property Management Specialist, Real Property Management, Facilities Management Department Attachments: 1) Standstill Agreement; 2) Lease Agreement; and 3) First Amendment Packet Page -1845- 7/7/2015 16.D.15. COLLIER COUNTY Board of County Commissioners Item Number: 16.16.D.16.D.15. Item Summary: Recommendation to approve and execute a Standstill Agreement between Collier County and the United States Department of Agriculture until a Lease Agreement can be submitted. Meeting Date: 7/7/2015 Prepared By Name: DowlingMichael Title: Property Management Specialist, Senior, Administrative Services Department 6/23/2015 1:57:27 PM Submitted by Title: Property Management Specialist, Senior, Administrative Services Department Name: DowlingMichael 6/23/2015 1:57:28 PM Approved By Name: pochopinpat Title: Administrative Assistant, Administrative Services Department Date: 6/23/2015 2:20:11 PM Name: TownsendAmanda Title: Division Director - Operations Support, Public Services Department Date: 6/23/2015 2:24:10 PM Name: MottToni Title: Manager - Property Acquisition & Const M, Administrative Services Department Date: 6/23/2015 2:29:13 PM Name: LinguidiDennis Title: Manager - Facilities, Administrative Services Department Date: 6/23/2015 3:22:02 PM Packet Page -1846- 7/7/2015 16.D.15. Name: Joshua Thomas Title: Grants Support Specialist, Grants Management Office Date: 6/23/2015 3:27:43 PM Name: CarnellSteve Title: Department Head - Public Services, Public Services Department Date: 6/23/2015 4:30:29 PM Name: BelpedioJennifer Title: Assistant County Attorney, CAO General Services Date: 6/24/2015 8:35:18 AM Name: KlatzkowJeff Title: County Attorney, Date: 6/24/2015 8:57:28 AM Name: StanleyTherese Title: Manager - Grants Compliance, Grants Management Office Date: 6/25/2015 2:14:28 PM Name: KlatzkowJeff Title: County Attorney, Date: 6/25/2015 4:49:39 PM Name: CasalanguidaNick Title: Deputy County Manager, County Managers Office Date: 6/26/2015 11:2 ]:10 AM Packet Page -1847- 7/7/2015 16.D.15. Natural Resources Conservation STANDSTILL AGREEMENT Services Acquisitions Division THIS STANDSTILL AGREEMENT (hereinafter "Agreement ") is made by P. O. Box 2890 and Washington, DC between Collier County Government (hereinafter "Lessor"), whose 20013 address is 3335 East Tamiami Trail, Naples, FL 34112 and the United States of Vice 202-72-420 Fax 202-720-20262 11 America (hereinafter "Government"), acting by and through the United States Department of Agriculture's authorized representatives (hereinafter "USDA ") whose address is 230 N. 1st Ave., Ste 509, Phoenix, AZ 85003 -1733 RECITALS 1. The Lessor owns certain improved real property located at 14700 Immokalee Rd., Naples, FL 34120 , (hereinafter " Premises "). The Government currently occupies approximately 1,100 square feet of office and related space on the 1st floor(s) of the Premises pursuant to Lease No.57- 4209 -2 -02 (hereinafter "Lease "), as amended. The Lease expires on July 31, 2015 . The Government has not obtained alternative space for its tenants presently occupying the Premises and the Lessor and the Government (hereinafter collectively the "Parties" and each individually a "Party") have not consummated a lease extension agreement to date. 2. The Parties do not want an unnecessary condemnation lawsuit and the Government does not want its operations, services, or tenancy interrupted or disturbed. Neither Party wants a lease holdover and the Parties prefer their negotiations to end with a lease extension at a monthly rental rate to be retroactively effective from 3. By this Agreement the Parties seek to preserve the status quo pending the completion of a leasehold acquisition procedure that could result in a mutually acceptable lease extension, and by the terms of which the Government could continue to lease the Premises from the Lessor. 4. The Parties believe this Agreement will facilitate negotiations. As evidenced by their signatures to this Agreement, the Parties agree that no right, action, or claim either Party may otherwise have against the other Party will be prejudiced or waived by this Agreement. NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants set forth herein, the adequacy of which is hereby acknowledged by the undersigned, the Parties agree as follows: During the term of this Agreement: I. The Parties agree to negotiate, actively and in good faith, a lease extension for the Premises. 2. The Government will not condemn the Premises by the power of eminent domain, and will not file a Declaration of Taking with respect to the Premises. E) Packet Page -1848- 7/7/2015 16. D.15. 3. The Lessor will not initiate an "inverse condemnation" or breach of lease action in any United States Court or tribunal with respect to the Premises. 4. The Lessor will not: a. Undertake to evict the Government from the Premises; b. Interfere with the use or occupancy of the Premises by the Government; c. Interrupt the operations, building services, or utilities of the Government from what they were while the lease was in effect; d. Market the space to potential tenants if the Government is planning to remain in the premises; or e. Threaten to do any of the acts referenced in A, B, C, or D above. 5. Each Party agrees not to take any action to alter its position to the detriment of the other Party in any condemnation type action arising out of these facts. At all times after this Agreement becomes effective: 6. The Government will receive full credit for money paid to Lessor during the term of this Agreement in accordance with Lease No. 57- 4209 -2 -02 whether there is a lease extension, other legal action, or settlement. 7. Neither Party will seek or accept severance damages or attorney's fees from the other Party for the period this Agreement is in effect. 8. In the event that a lease extension, with respect to the Premises, is not executed by the Parties during the course of this Agreement, or that this Agreement is otherwise terminated, then any legal proceeding arising therefrom is stipulated by the Parties to be deemed to have commenced on August 1, 2015 9. Termination of Agreement: The Parties agree that all terms and conditions of the Lease will remain in full force and effect during the term of this Agreement. This Agreement will terminate on the earlier of July 31.2016 , or on the date a lease extension agreement is signed by the Parties. This termination provision may be amended to extend the termination date of this Agreement by the mutual written consent of the Parties. 10. Successors in Interest: All of the terms, covenants, and provisions herein contained will bind and inure to the benefit of the Parties, their heirs , executors, administrators, personal representatives, successors, trustees, receivers, and assigns as applicable, except as otherwise provided herein. 11. Merger Clause: All prior understandings and agreements with respect to the subject matter of this Agreement, written or oral, are merged into this Agreement. This Agreement represents the final agreement between the Parties with respect to such subject matter, and may not be Packet Page -1849- E) 7/7/2015 16.D.15. superseded, except by a separate written agreement signed and agreed to by the Parties. 12. Amendments: Neither this Agreement, nor any terms hereof, may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the Party against whom the enforcement of a change, waiver, discharge, or termination is sought. 13. Construction: Any provision contained in this Agreement that is prohibited or unenforceable will be ineffective to the extent of such prohibition or enforceability without invalidating the remaining provisions hereof. A waiver by a Party of any right, covenant, condition, or remedy in any instance hereunder will not operate as a waiver of such right, covenant, condition, or remedy in any other instance, and waiver by a Party of any breach of the terms hereof will not be a waiver of any additional or subsequent breach. This Agreement will be governed by, and construed in accordance with, the laws of the United States of America. 14. Counterparts: This Agreement may be executed in photocopied counterparts that, when taken together, will constitute a single agreement. 15. Effective Date: This Agreement is effective and enforceable only after having been first signed by the Lessor, and second, accepted and signed by the Government IN WITNESS WHEREOF, the Parties have executed this Agreement as of ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, Clerk COLLIER COUNTY, FLORIDA I'�'d Deputy Clerk Tim Nance, Chairman Approved as to form and legality: Jennifer A. Belpedio, Assistant County Attorney UNITED STATES OF AMERICA, acting by and through the Secretary of the United States Department of Agriculture and authorized representatives Signature: Printed Name: William J Fletcher Title: Contract Specialist Date: E) Packet Page -1850- 7/7/2015 16. D.15. Lease #759 FIRST AMENDMENT TO LICENSE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEN'IEN'T entered into this . day of 1. C w . 2002 at Naples, Collier County, Florida, by and between the BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, whose mailing address is 3301 East Tamiami Trail, Naples, Florida 34112, hereinafter referred to as "LESSOR" and UNITED STATES DEPARTMENT OF AGRICULTURE - NATURAL RESOURCES CONSERVATION SERVICE, hereinafter referred to as "LESSEE ". WITNESSETH WHEREAS, the Board of County Cotnmissioners of Collier County, Florida and United States Department of Agriculture - Soil Conservation Service, now known as United States Department of Agriculture - Natural Resources Conservation Service, have previously entered into a Lease Agreement dated February 25, 1992; WHEREAS, the LESSOR and LESSEE are desirous of amending the Lease Agreement; and NOW THEREFORE, in consideration of the covenants and agreements provided within said Lease Agreement dated February 25, 1992, and Ten Dollars ($10.00) and other valuable consideration, said Lease Agreement is hereby amended as follows: The following provision shall be added to Article 1 of the Lease Agreement: This Lease is hereby extended until the last day of July 2015, provided LESSEE is not in default of any of the terms of this Lease. The annual rent, commencing as of March 1, 2002 shall be $13,902.45. 2. Article 4, Rent Adjustments, contained in the Lease Agreement shall be deleted in its entirety and replaced with the following provision: Beginning on the first day of the sixth lease year, and continuing to the last day of the tenth lease year, the rent shall be $16,817.24, which shall be paid in equal monthly installments of $1,401.44. 3. Except as expressly provided herein, the Lease Agreement between Collier County and United States Department of Agriculture - Soil Conservation Service, now known as United States Department of Agriculture - Natural Resources Conservation Service, dated February 25, 1992 remains in full force and effect according to the terms and conditions contained therein, and said terns and conditions are applicable hereto except as expressly provided otherwise herein. IN WITNESS WHEREOF, the LESSOR and LESSEE have hereto executed this First Amendment to Lease Agreement the day and year first above written. AS TO THE LESSOR: BOARD OF COUNTY COMMISSIONERS, ATTEST: COLLIER COUNTY, FLORIDA DW16HT E. BROOK, Clerk BY:., Ct4 — BY: Deputy Clerk JAM at an l' Z Attelt a.z,to.chdirzan'3 sis nabur cti- YY. 'S)5$E: AS O T L UNITED STATES DEPARTMENT OF AGRICULTURE - NATURAL RESOURCES CONSERVATION SERVICE DATED:) 6, 3 BY:1 .c/1, .('�ty � / l• %��¢< / ANGEOCA M. MILLER Real Property Leasing Officer W' ess (Signature United States Department of Agriculture ,j6:7,0 Ch . �' k- fir/ `1 (Print Name) State of t CI Q _ ! County of &4C- 2 y On this —4 day of `1y1121 -!A 13 3 Witness (Signature) � befor me personally ap geared r Hc� /l r t to me Mown to be the person who executed the (Print Name) foregoing instrument, and acknowledged that he executed the same a his trep a • nd deed. SEAL (signed) ?!- N to WPublic Approved as to fo- and egal sufficiency: l� ThoJ C. Palmer, ssistant County Attorney BEVERLY JAMERSON (9 MY COMMISSION CC 903675 F EXPIRES: Fab 72.2004 �anrarn e,> w.�R. &. ' B-Mv Co Packet Page -1851- LEASE AGREEMENT EXHIBIT "1" 7/7/201516.D.15. THIS LEASE AGREEMENT is entered into this 25th day of February , 1992 , between COLLIER COUNTY, a political subdivision of the State of Florida, hereinafter referred to as "LESSOR" and UNITED STATES DEPARTMENT OF AGRICULTURE - SOIL CONSERVATION SERVICE, hereinafter referred to as "LESSEE ", sets forth the terms and conditions for utilization of office space located at the Agriculture Center, 14700 Immokalee Road, Immokalee, Florida, (Collier County Fairground Site). A I T N E S S E T H ARTICLE 1. Demised Premises In consideration of the payment of rents and the performance of the covenants hereinafter set forth, LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR office space located at Agriculture Center, 14700 Immokalee Road, Immokalee, Florida, (Collier County Fairground Site), and which is more particularly depicted on the attached Exhibit A, hereinafter called the "Demised Premises ", for the sole purpose of operating an office. ARTICLE 2. Term of Lease To have and to hold for a term of five (5) years, commencing on March 1, 1992, and terminating on February 28, 1997. LESSEE is granted the option, provided it is not in default of any of the terms of this lease, to renew same for one (1) additional term of five (5) years, under the same terms and conditions, except as to the rental amount, as provided herein, by giving written notice, registered or certified mail, postage prepaid, of LESSEE'S intention to do so to the LESSOR not less than thirty (30) days prior to the expiration of the leasehold estate hereby created. The rental amounts shall be negotiated by the parties to this Lease, prior to the commencement of the renewal term provided for herein. LESSOR and LESSEE may terminate this Lease upon ninety (90) days prior written notice to the other party to this Lease. Said notice shall �- be sent to the other party's address, as set forth in this Lease, and shall commence upon the placement of notice in the U.S. Mail, registered or certified mail, postage prepaid. LESSOR reserves the right to approve or disapprove of LESSEE'S termination of this Lease as provided for herein. ARTICLE 3. Rent LESSEE hereby covenants and agrees to pay as rent for the Demised Premises the sum of $11,588.50 per annum in equal monthly installments of $965.71 each, all in arrears on the first day of every calendar month during the term hereof. If the terms of this Lease commence or end on a day other than the first day of the month, LESSEE shall pay rent equal to one thirtieth (1 /30th) of the monthly rent multiplied by the number of rental days of such fractional month. ARTICLE 4. Rent Adiustments The rent set forth in Article 3 shall be increased for the ensuing one year terms in the same proportion that the Consumer Price Index for Urban Wage Earners and Clerical Workers - United States City Average, all Item- Series A (1967 =100), United States Department of Labor had increased for the preceding year. However, in no event shall the annual minimum rent be less than $11,588.50 nor shall any yearly increase be greater than 10 %. In the event that the Consumer Price Index ceases to incorporate a significant number of items, or if a substantial change is made in the method of establishing such Consumer Price Index, then the Consumer Price Index shall be adjusted to the figure that would have resulted had no change occurred in the manner of computing such Consumer Price Index. In the event that such Consumer Price Index (or a successor or substitute index) is not available, a reliable governmental or other nonpartisan publication, evaluating the information thereto for use in determining the Consumer Price Index, shall be used in lieu of such Consumer Price Index. -1- Packet Page -1852- ARTICLE 5. Lessee's Default in Payment In the event LESSEE fails to pay the rentals, fees, or charges as required to be paid under the provisions of this Lease, such failure to pay shall constitute a default and LESSOR may, at its ®option, terminate this Lease after sixty (60) days written notice to LESSEE, unless the default be cured within the notice period. ARTICLE 6. Services and Utilities Electricity, air conditioning, heating, garbage collection, restroom facilities and janitorial services shall be provided to LESSEE by LESSOR. LESSEE will be responsible for having their own phone installed and shall be billed directly by the telephone company for monthly service. LESSEE shall be responsible for the direct payment to the appropriate companies for all other services and utilities supplied to the Demised Premises. ARTICLE 7. Modifications to Demised Premises Prior to making any changes, alterations, additions or improvements to the Demised Premises, LESSEE will provide to LESSOR all proposals and plans for alterations, improvements, changes or additions to the Demised Premises for LESSOR'S written approval, specifying in writing the nature and extent of the desired alteration, improvement, change, or addition, along with the contemplated starting and completion time for such project. LESSOR or its designee will then have thirty (30) days within which to approve or deny in writing said request for changes, improvements, alterations or additions. LESSOR shall not unreasonably withhold its consent to required or appropriate alterations, improvements, changes or additions proposed by LESSEE. If after thirty (30) days there has been no response from LESSOR or its designee to said proposals or plans, then such silence shall be deemed as a denial to such request of LESSEE. If upon obtaining written consent and commencing said changes, alterations, additions, or improvements, LESSEE fails to complete its work within the completion time as approved by LESSOR, LESSOR may at its election complete said changes, improvements, alterations, or additions. If any costs are incurred by LESSOR as the result of LESSEE'S failure to begin, start or complete the proposed project and by LESSOR'S completion of the proposed project, then upon demand and within thirty (30) days of the demand, LESSEE shall pay to LESSOR the amount of cost incurred by LESSOR. No election to perform by LESSOR shall constitute waiver of any covenant or obligation of LESSEE or any future default. LESSEE covenants and agrees in connection with any maintenance, repair work, erection, construction, improvement, addition or alteration of any authorized modifications, additions or improvements to the Demised Premises, to observe and comply with all present and future laws, ordinances, rules, regulations, and requirements of the United States of America, State of Florida, County of Collier, and any and all governmental agencies. All alterations, improvements, and additions to said Demised Premises shall be made in accordance with all applicable laws and shall at once, when made or installed, be deemed as attached to the freehold and to have become property of LESSOR and shall remain for the benefit of LESSOR at the end of the terms or other expiration or termination of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted; provided, however, if prior to the termination of this Lease, or within thirty (30) days thereafter LESSOR so directs, LESSEE shall promptly remove the additions, improvements, alterations, fixtures and installations which were placed in, on or upon the Demised Premises by LESSEE and which are designated in said notice, and repair any damage occasioned to the Demised Premises by such removal and in default thereof, LESSOR may effect said removals and repairs at LESSEE'S expense. Upon commencement of the term of this Lease, LESSEE shall operate an office as described above on the whole of the Demised Premises in a businesslike and reputable manner. LESSEE covenants and agrees not to use, occupy, suffer or permit said Demised Premises or any part thereof to be used or occupied for any purpose other than described above. -2- Packet Page -1853- 7/7/2015 16.D.15. 7/7/2015 16. D.15. ARTICLE S. Access to Demised Premises LESSOR, its duly authorized agents, representatives and employees, shall have the right after reasonable notice to LESSEE, to enter into and upon the Demised Premises or any part thereof at all reasonable hours for the purpose of making such repairs or janitorial service provided therein, and for the purposes of inspection for compliance with the provisions of this Lease Agreement. ARTICLE 9. Assignment and Subletting LESSEE covenants and agrees not to assign this Lease or to sublet the whole or any part of the Demised Premises. ARTICLE 10. Appearance of Demised Premises LESSEE shall keep the Demised Premises in a neat and orderly manner at all times. If said Demised Premises are not kept neat and orderly in the opinion of LESSOR, LESSEE'S manager will be so advised in writing. If corrective action is not taken within five (5) days of the receipt of such notice, LESSOR will cause the same to be corrected and LESSEE shall assume and pay all necessary costs and such costs shall constitute additional rent which shall be paid by LESSEE within ten (10) days of receipt of written notice of costs incurred by LESSOR. ARTICLE 11. Insurance LESSEE shall provide and maintain through its self insured (funded) program bodily injury liability coverage and property damage liability coverage, approved by the Collier County Risk Management Department, for not less than that required under Florida Statute 768.28 during the term of this Lease. In addition, LESSEE shall provide and maintain Worker's Compensation Insurance covering all employees meeting 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 Dollars apd No /100 Cents ($100,000.00) each accident. Such'insurance policy(ies), excluding Workers' Compensation shall list Collier County as an additional insured thereon. Evidence of such insurance shall be provided to the Collier County Risk Management Department for approval prior to the commencement of this Lease, and shall include a provision requiring ten (10) days prior written notice to Collier County c/o County Risk Management Department, 3301 E. Tamiami Trail, Building "F ", Naples, Florida 33962 -4977, in the event of cancellation or changes in coverage. ARTICLE 12. Indemnity LESSEE, in consideration of Ten Dollars ($10.00), the receipt and sufficiency of which is accepted through the signing of this Lease, agrees to hold harmless and defend Collier County, the Board of County Commissioners of Collier County, Florida, and their agents and employees, from any claims, assertions, or cause of action for any loss, injury, or damage to persons or property arising from or associated with LESSEE'S activities or use of the Demised Premises. LESSEE further agrees to indemnify Collier County'and the Board of County Commissioners of Collier County for any costs, expenses, or fees arising from any claims or cause of action for loss, injury, or --- damage to persons or property arising from or associated with LESSEE'S activities or use of the Demised Premises. LESSEE hereby acknowledges that the consideration called for in this Lease has been reduced by Ten Dollars ($10.00) and is hereby considered by LESSEE as payment of this obligation by the LESSOR. -3- Packet Page -1854- ARTICLE 13. Defaults by Lessee 7/7/2015 16.D.15.- Failure of LESSEE to comply with any provision or covenant of this Lease shall constitute a default, and except as provided for in Article 5 above, LESSOR may, at its option, terminate this Lease after thirty (30) days written notice to LESSEE, unless the default Is be cured within the notice period (or such additional time as is reasonably required to correct such default). ARTICLE 14. Default by Lessor LESSOR shall in no event be charged with default in the performance of any of its obligations hereunder unless and until LESSOR shall have failed to perform such obligations within thirty (30) days (or such additional time as is reasonably required to correct such default) after notice to LESSOR by LESSEE properly specifying wherein LESSOR has failed to perform any such obligations. ARTICLE 15. Notices Any notice which LESSOR or LESSEE may be required to give to the other party shall be in writing to the other party at the following addresses: LESSOR: LESSEE: Board of County Commissioners United States Department of Real Property Mgmt. Dept. Agriculture - Soil Conservation 3301 E. Tamiami Trail, Bldg. "F" Service Naples, Florida 33962 Collier County Agriculture Center 14700 Immokalee Road Immokalee, Florida 33934 LESSEE may contact LESSOR'S Facilities Management Department to communicate on items pertaining to the maintenance and repair of the Demised Premises with a copy to the LESSOR'S Real Property Management Department, 3301 Tamiami Trail East, Naples, Florida •33962. ARTICLE 16. Surrender of Premises LESSEE covenants and agrees to deliver up and surrender to LESSOR possession of the Demised Premises and any improvements to the Demised Premises upon expiration of this Lease, or its earlier termination as herein provided, broom clean and in as good condition and repair as the same shall be at the commencement of the term of this Lease or may have been put by LESSOR or LESSEE during the continuance thereof, ordinary wear and tear and damage by fire or the elements beyond LESSEE'S control excepted. ARTICLE 17. General Provisions LESSEE fully understands that the police and law enforcement security protection provided by law enforcement agencies for the above referenced Demised Premises is limited to that provided to any other business or agency situated in Collier County, and acknowledges that any special security measures deemed necessary for additional protection of the Demised Premises shall be the sole responsibility and cost of LESSEE and shall involve no cost or expense to LESSOR. LESSEE shall not obtain said special security measures without the LESSOR'S written consent. LESSEE expressly agrees to refrain from any use of the Demised Premises which would interfere with or adversely affect the operation or maintenance of LESSOR'S standard operations where other operations share common facilities. (a) Rights not specifically granted the LESSEE by this Lease are hereby reserved to the LESSOR. (b) LESSEE agrees to pay all sales tax imposed on the rental of . the Demised Premises where applicable under law. -4- Packet Page -1855- (c) LESSEE agrees to pay all intangible personal property taxes ' that may be imposed due to the creation, by this Lease, of a leasehold interest in the Demised Premises or LESSEE'S possession of said leasehold interest in the Demised Premises. ARTICLE 18. Environmental Concerns LESSEE represents, warrants and agrees to indemnify, reimburse, defend and hold harmless LESSOR, from and against all costs (including attorneys fees) asserted against, imposed on or incurred by LESSOR directly or indirectly pursuant to or in connection with the application of any federal, state, local or common law relating to pollution or protection of the environment. Article 19. Radon Gas 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 unit. ARTICLE 20. Additional Terms and Conditions The parties acknowledge and agree that attached to this Agreement as Exhibit "B" is the U.S. Government Lease for Real Property (no. 57- 42- 0 -2 -8) dated January 22, 1992, which provides additional terms and conditions for the respective parties. In the event that there is any contradiction or inconsistency between this Agreement and Exhibit "B ", this Agreement shall supersede all provisions contained in Exhibit "B ". ARTICLE 21. Effective Date \ This Lease shall become effective upon execution by both LESSOR /} and LESSEE. -5- Packet Page -1856- 7/7/2015 16.D.15. IN WITNESS WHEREOF, the parties hereto have hereunder set forth their hands and seals. AS TO THE LESSOR: DATED: -7 `4i25492 ATTEST: JAMES.'. 1GILES;,: Clerk AS TO LESSEE: DATED: ,2- /.;? -9 y (Print iName of Witness) Approved as to form and legal sufficiency: D nnis P. C onin ssistant County Attorney • -6- LESSOR: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY,, FLORIDA t. BY: b -: yq 2/25/92 MICHAEL J. VOLPE, Chairman LESSEE: UNITED STATES DEPARTMENT OF AGRICULTURE - SOIL CONSERVATION SERVICE Packet Page -1857- 7/7/2015 16.D.15. wana WITNESS (Print Nam of Witness) ITNE (Print iName of Witness) Approved as to form and legal sufficiency: D nnis P. C onin ssistant County Attorney • -6- LESSOR: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY,, FLORIDA t. BY: b -: yq 2/25/92 MICHAEL J. VOLPE, Chairman LESSEE: UNITED STATES DEPARTMENT OF AGRICULTURE - SOIL CONSERVATION SERVICE Packet Page -1857- 7/7/2015 16.D.15. wana 4 , \.00 i r F� • I` S EXHIBIT "A" AGRICULTURE CENTER ' iCollier County Fairground Site) pi v me ;'j Packet Page -1858- 7/7/2015 16.D.15.