Okaloosa County BOCC — December 2, 2014 — Ludwig Sub Lease Rigdon 11-18-14 — reading text

° ASSIGNMENT OF SUBLEASE On February 18, 2014, MC. DAVIS, as Trustee of the M.C. Davis 2006 Trust, dated March 15, 2006, hereinafter referred to as Assignor, unconditionally agrees to assign to the Rigdon Family Living Trust, hereinafter referred to as Assignee, the airplane hangar and any and_ all interest in any of the equipment in said hangar described as follows: 1001 Airport Road, Block 10, Bay 5, Hangar A Destin, Florida Okaloosa County, Florida Assignor hereby agrees to assign to Assignee the Sub-Lease Agreement dated July 25, 2008 between Ludwig Law Firm, PLC and M.C. Davis, as Trustee of the M.C. Davis 2006 Trust, dated March 15, 2006 ( see Exhibit “A” attached hereto) and all of its contents for the sum of Four Hundred Twenty Thousand and 00/100ths ($420,000.00) Dollars. Payment shall be made as follows: | $420,000.00 upon execution of the Assignment of Sublease by all parties; and based upon County anticipated approval of the Sublease of the hangar space. The above-referenced payments shall be made payable to Joseph M. Scheyd, Jr., Trust Account and deposited into the Trust Account of Joseph M. Scheyd, Jr., P.A., as closing agent. Distribution of the funds to Assignor shall be made immediately upon execution of the Sublease. _ Assignor shall commence the process of the sublease of the above-referenced hangar with the Okaloosa County Airport Authority upon execution of this Agreement by notifying Mr. David Minor of the Okaloosa County Airport Authority. Assignor agrees to execute any and all documents required by the Destin Airport Authority to facilitate the sublease of the Hangar space. Effective upon execution of the Assignment of Sublease of the Hangar space, Assignee shall assume all costs associated with the subject hangar. ASSIGNOR: M.-C. Davis 2006 Trust, dated March 15, 2006 By: MC. Davis, Trustee LUDWIG LAW FIRM, PLC, an Arkansas Professional Limited Liability Company Name: “gees Lys Sawa s, Title: wages Date; G- TaD OKALOOSA COUNTY, a political Subdivision of the State of Florida By: Name: Title: Date: — ~ Cubibd A SUB-LEASE AGREEMENT THIS SUB-LEASE AGREEMENT (sometimes hereinafter referred to as the "Lease") Is made and entered Into this 741 ~ day of July, 2008, by and between LUDWIG LAW FIRM, PLC, an Arkansas professional limited liability company (hereinafter called "Landlord"; and M,C. DAVIS, as TRUSTEE OF THE M.C. DAVIS 2006 TRUST DATED MARCH 15, 2006 (hereinafter called "Tenant"), 1. Demise, Description, and Use of Premises, Subject to and upon terms, provisions, covenants and conditions hereinafter set forth, and each in consideration of the duties, covenants and obligations of the other hereunder, Landlord does hereby lease, demise and let from Landlord those certain premises (hereinafter sometimes called the "Premises" or "Leased Premises") located at 1001 Alrport Road, Hangar A, Bay 5, Destin, Florida, such Leased Premises being more particularly described as follows: approximately 3,900 square feet consisting of the area reflected in the sketch attached hereto as Exhibit "A" and made a part hereof, Identified by the signatures or Initials of Landlord and Tenant, The area described above represents Landlord's and Tenant's best conclusive estimate of the area comprising the Premises. In no event shall any obligation owed by Tenant to Landlord hereunder be altered in any way if the Premises should contain less than, or more than 3,900 square feet, a etm and Lease Year, The Term of this Léase shall commence on July 29, 2008, ‘ and terminate upon termination of the Prime Lease (as hereafter defined); provided, however, inthe event that the term of the Prime Lease (as hereafter defined) Is extended, then the Term of this fe Lease shall automatically be extended to a date co-terminus with the termination date of the Prime Lease. Inno event shall the Term of the Lease extend beyond the term of the Prime Lease. Tenant acknowledges that Landlord is not under any obligation to extend the term of the Prime Lease. The term "Lease Year" as used herein shall mean a twelve (12) month period commencing on the first day of the Term hereof and ending on the last day of the twelfth full calendar month thereafter, and: ~-@ach successive twelve (12) month period shall be a Iease Year, 3. Base Rent. Tenant agrees to pay Landlord Base Rent without any offset or deduction whatsoever in lawful (legal tender for public or private debts) money of the United States of America at 8501 Pinnacle Valley Road, Little Rock, AR 72223, or elsewhere as designated from time to time by Landlord's written notice to Tenant. ' Base Rent thereafter shall be paid on the first day of each month during the Lease Term, Base Rent for the first Lease Year, shall be calculated at $1.00 per square foot of area comprising the Leased Premises, plus applicable sales tax, As the Leased Premises contains 3,900 square feet of Net Rentable Area, Base Rent for the first Lease Year shall be $3,900.00, plus applicable sales tax, due and payable in equal monthly installments on the first day of each and every month during the Lease Term, Tenant shall be required to pay Landlord Interest at the rate of eighteen (4 8%) percent par annum on any Rental due that remains unpaid for five (5) days after its due ‘date, 4, Base Rent Increase. The amount of the Base Rent shall Increase at the same time . as, and In the same manner as, rent may be Increased under the terms of that certain Prime Lease (hereinafter defined), a copy of which being attached hereto as Exhibit B, Monthly payments of Base Rent shall be adjusted accordingly: 5. Cross-Default and Cross-Performance, Tenant has this date entered Into a certain. Purchase Agreement with DRB Development, LLC, for the construction of a Hangar upon the Prolawi143694 Premises, Any default by Tenant under this Sub-Lease Agreement shall be an event of default under the Purchase Agreement: any default by Tenant (as Purchaser) under the Purchase Agreement shall constitute an event of default hereunder, Both parties hereto do hereby agree'that in the event that construction of the Hangar contemplated in the Purchase Agreements not substantially complete by July 31, 2009 through no fault of Tenant, that either party hereto may terminate this SubLease Agreement. _ 6 Warrantles of Title and Quiet Possession, Landlord covenants that Landlord is the owner and holder of a leasehold interest in the Leased Premises under the terms of a certain Lease for Hanger Space between Landlord, as Lessee, and Okaloosa County, as Lessor, dated April 15, 2003, as thereafter modified (the "Prime Lease"), The Interest granted to Tenant herein is that of a sub-tenant. All terms and provisions of this Sub-Lease Agreement shall be subordinate to the terms of the Prime Lease, 7, Airplane Hangar. Tenant acknowledges and agrees that Tenant has or will be causing construction of an airplane hanger ("Hangar") to ocour upon the Leased Premises pursuant to the provisions of the Purchase Agreement described In Paragraph § above, Tenant further acknowledges and agrees that at the termination of the Lease, that ownership of the Hangar shall be vested in Okaloosa County pursuant to the terms of the Prime Lease, and that Tenant shall have no ownership, lien, lease, encumbrance, or any other interest of any nature whatsoever in sald Hangar. ; ' deen eect easy Tee Het ere i Tae Tn SM a) 8, Limits of Representations. The Premises are leased "As Is": and neither Landlord nor Landlord's agents have made any representations, warrantles or promises with respect to the Premises or this Agreement, except as set forth In this Lease. Tenant warrants, represents and acknowledges that Tenant has conducted a personal Inspection of the Leased Premises, and that the same are acceptable to Tenant in its current “AS |S” condition. 9, Permitted and Prohibited Uses of Demised Premises "airplane Hangar. Tenant shall not permit the use and occupation of the Premises for any other purposes without the written consent of Landlord, which consent may be withheld in Landlord's reasonable discretion, , _ (b) — Tenant:shall not use or permit the Premises, or any part thereof, to be used for any purpose or purposes other than the purpose or purposes for which the Premises are hereby leased; and no use shall be made or permitted to be made of the Premises, or acts done, which will cause a cancellation of any insurance policy covering the bullding located or to be located on the Premises, or any part thereof, nor shall Tenant sell, or permit to be kept, used, or sold, in or about the Premises, any article which may be prohibited by the standard form of fire insurance policies. Tenant shall, at Its sole cost, comply with all requirements pertaining to the Premises, of any insurance organization or company, necessary for the maintenance of insurance, as herein provided, covering any bullding and appurtenances at any time located on'the Premises. (c) Tenant shall not use or permit the Leased Premises, or any part thereof, to be used in any fashion which violates any law, statute, or regulation, or which violates any law, statute, or regulation, or which violates any of the restrictions set forth In the Prime Lease, In particular and without lImitation, no maintenance or repairs shall be made In the Leased Premises, except to the Prolaw!148604 a Bn (a) The Premises shall be used and-occupled-solely and exclusively for an. © - ee limited extent described in the Prime Lease; and, further, no commercial activity of any kind or nature may be conducted uponthe Leased Premises ss ti (d) Notwithstanding the foregoing, Tenant shall be entitled to assign this Sub- Lease Agreement, or its stock or membership interests, to any trust, family limited partnership, or any entity necessary to reasonably accommodate Tenant's (or Tenant's principals) estate planning objectives, without the consent of Landlord; provided, however, Tenant shail notify Landlord of any: such assignment in any event; and further provided that nothing herein shal! be construed to mean that Okaloosa County's consent Is not required, 10. Waste and Nuisance Prohibited, During the Lease Term, Tenant shall comply with all applicable laws affecting the Premises, and with the restrictions set forth In the Prime Lease, Tenant shall not commit, or suffer to be committed, any waste on the Premises, or any nulsance, 11. Fixtures, All trade fixtures installed by Tenant on the Premises shall be new or completely reconditioned and shall rernaln Tenant's personal property, subject to Landlorc's statutory lien for unpaid rent. At the expiration of the Lease Term, Tenant may remove all its personal property that is removable without Injury to or defacement of thePremises, but only if all rents and other charges are paid In full and Tenant is not otherwise in default under this Lease; and further provided that any damage to the Premises resulting from such removal shall be simultaneously repalred at Tenant's sole expense, Tenant agrees that all personal property installed by Tenant In the Premises shall be at Tenant's sole risk and/or those claiming under _. Tenant. Landlord. shall not.be.responsible.to Tenant,.or.tiable.to Tenant.for.anyloss resulting-to. ... —. Tenant caused in any mariner whatsoever, 12, Abandonmentof Premises. Tenant shall not vacate or abandon the Premises at any time during the Lease Term hereof, If Tenant shall abandon, vacate or surrender the Premises, or be dispossessed by process of law, or otherwise, any personal property belonging to Tenant and left on the Prémises shall be deemed to be abandoned, at the option of Landlord, except such property as may be encumbered to Landlord, ---43,-~ ~kandlordis Rightof Entry. Tenant shall permit Landlord; the agents and employees. of Landlord, and the agent and employees of Okaloosa County, to’enter Into and upon the Premises at - all reasoriable times for the purpose of