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

inspecting the same, or for the purpose of posting notices of non-responsibllity for alterations, additions, or repairs without any rebate of rent and without any liability to Tenant for any loss of occupation or quiet enjoyment of the Premises thereby occasioned, and shall permit Landlord and its agents and employees, at any time within the last twelve (12) months prior to the expiration of this Lease, to place on the Premises any usual or ordinary "To Let", — "To Lease", or"For Sale" signs and exhibit the Premises to prospective tenants at reasonable hours. 14, Asslanrment [neffective Without Consent, (a) Except as described below, Tenant shall not have the right at any time to mortgage or assign this Lease or to grant any sublease, concession or license, orto make any other assignment of its interest without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, Landlord's consent to a proposed assignment will not be unreasonably withheld if the proposed assignee, sublessee, licensee or concessionaire has 4 net worth and-financlal and: business reputatiorr satisfactory to Landlord),-and-if- such” proposed “~~~ transferee expressly, in writing, assumes and agrees to-perform all of Tenant's obligations under this Lease and to be bound by all of the terms and conditions of this Lease. Consent by Landlord to one or more assignments, sublettings or transfers shall not operate to exhaust Landlord's rights under this section, nor shall Landlord's consent to any assignment In any way operate to release Tenant from any of Its obligations under this Lease. Any attempt at assignment, subletting, mortgage or the granting of any unauthorized concession or license by Tenant, voluntary or Involuntary, without such Prolaw:1 43604 ~~ ‘a prior written consent, shall be vold and of no force and effect; and Landlord's acceptance of rent from any party other than the named Tenant shall never be construed as Landiord’s consent to any such unauthorized transfer but shall be deemed to be acceptance of payments made on behalf of Tenant. - .(b)’ The transfer of Tenant's assets, stock or controlling interest shall be viewed as an assignment of thls Lease, ‘(c) No assignment or subletting shall be allowed unless also approved by Okaloosa County, pursuant to the terms of the Prime Lease, 15. Reserved, 16. Common Areas Defined, The term “Common Areas” shall mean all areas, space, facllitles, equipment, signs and special services from time to time made available by Landlord for the common and joint benefit of Landlord, Tenant and other tenants and occupants of the property which Is the subject of the Prime Lease, and includes sidewalks, ramps, landscape areas, retaining or buffer walls, underground utilities, sewers and drains, and any other facilities provided for the general or beneficial use of the tenants or occtpants of sald Premises, 17. Grant of Use of Common Areas, Landlord grants to Tenant and its invitees during the Lease Term, together with and subject to the same rights granted from time to time by Landlord to other tenants and occupants, the right to use the Common Areas for their respective intended... . purposes, subject to any Rules and Regulations promulgated by Landlord. 18, Landlord’s Maintenance and Control. Landlord agrees to maintain and operate, or cause to be maintained and operated, the Common Areas, Landlord shall, as between Landlord and Tenant, at all times during the term have the sole and exclusive control, management, and direction of the Common Areas, and may at any time and from time to time during the Lease Term, exclude and restrain any person from use or occupancy thereof, excepting, however, Tenant and other tenants of Landlord-and-bonafide invitees of alther who make use of sald areas for their --dntendec-purpose: The rights of Tenant in and to the CommenAreas-shall at all times be subject to the rights of others to use the same In common with Tenant or resulting from Tenant's operations, Landlord may at any time and from time to time close all or any portion of the Common Areas to make repairs or changes to such extent as may, In the opinionof the Landlord, be necessary. 19. Modification by Landlord. The Common Areas are the private property of Landlord and aré at all times subject to the control of Landlord, subject to the terms of the Prime Lease. Tenant agrees that Landlord shall at all times have the right and privilege of determining the nature and extent of the Common Areas, whether the same shall be surface or underground, and of making such changes, rearrangements, additions or reductions to the Common Areas in any manner whatsoever that Landlord shall deem proper, or which are made as a result of any federal, state or local law, rule, regulation, guideline or order, including but not limited to, the location, relocation, enlargement, reduction or addition of accommodations for access to the Building by oublic transportation, driveways, entrances, exits, automobile parking spaces, employee and customer parking areas, the direction and flow of traffic, Installation of prohibited areas, landscape areas, lighting facilities, and any and all other facilities of the Common Areas. Landlord may from -- time-totime make; anywhere within the Building, alterations; reductions, oradditlonstothe Common ~ Areas or Bullding or any lands added thereto, construct additional buildings, or improvements on the Common Areas or elsewhere and make alterations thereto, and build additional stories on any buildings, and construct roofs, walls, and any other Improvements. If the amount or type of the Common Areas are diminished, increased or otherwise altered, Landlord shall not be subject to any liability nor shall Tenant be entitled to any compensation nor diminution nor abatement of rent, nor Prolaw:143604 - ~4- shail the diminution, enlargement or alteration of such areas be deemed constructive or actual eviction. 20. Reserved. 21, Common Operating Cost Contribution. As Additional Rental, Tenant shall pay to Landlord Tenant's Pro Rata Share of all costs and expenses Incurred by Landlord In connection with ownership, operation, and maintenance of the bulldings in which the Leased Premises are located (collectively, the "Bullding") and Common Areas (hereinafter referred to as the “Common Operating Costs’), Including, but not limited to the following: (a) the real estate taxes and assessments, including ad valorem and non-ad valorem, and personal property taxes, imposed upon the Building and surrounding lands by any governmental or quast-governmental authority ("Tax Contribution”); (b) Landlord's cost of contesting any real estate and personal property taxes and assessments for the Building; (c) Landlord's insurance, including, but not limited to, lability insurance for personal injury, death, and property damage; Insurance covering the Bullding against fire and extended coverage, theft, vandalism, malicious mischlef or other casualties; flood insurance, sinkhole insurance; and other Insurance for the Building In amounts selected by Landlord, (d) cleaning, maintaining and repairing of the entire Building and Common Areas or any portion thereof or Inclusive of the roof (except the portions of the Building to be maintained by the Tenants of the Building) and all equipment and personal property serving the Common Areas together with reasonable reserves therefore; (e) painting of the entire Bullding or any portion thereof or Common Areas, or the amortization of painting expense or establishment of a reserve therefore, (f} the service serving the Bullding or Common Areas; (g) depreciation of equipment and personal property of Landlord used In connection with the cleaning, maintenance, repalr, and operation of the Common Areas, and rent paid for the leasing of any such equipment and personal property, (h) the operation and maintenance of Building signs; (|) fire protection and flre hydrant charges; (j) water and sewer charges and electrical utilities for the Common Areas; (k) any required licenses, permit fees, monitoring, compliance, or operational requirements Imposed by any governmental authority in connection with the Building, (I) lighting of the Common Areas; (m) sweeping, pressure cleaning, ~~ gtrlpirig, sealing; painting and resurfacing of all parking areas, parking garages, roads, access ways __ maintenance, repair, and replacement of water, sewer, dralnage, electric, and other utilitylines and... i and the maintenance of sprinkler or irrigation systems for such landscaping; (0) trash, refuse, solid waste, and garbage removal for the entire Building (unless at Landlord's option, Landlord requests Tenant to pay such costs directly to the entity providing trash removal service); (p) pest control and extermination services for the entire Bullding; (q) reserves for deferred repairs, maintenance and replacements; (1) the cost of installation, maintenance, and repalr of all retrofitting or replacement of equipment or components thereof for energy or cost saving purposes; and (s) administrative fees, Landlord or its agents shall have the right to utllize its own employees In connection with the ownership, operation, and maintenance of the Building and Common Areas, and in that event, the ~ and sidewalks; (n)the maintenance, planting; replanting, and replacement of landscaping (ifany),------- ++ Common Operating Costs shall include all payroll and other expenses relating to such employee(s) — while performing sald services. Notwithstanding the foregolng, there shall be excluded from the foregoing Common Operating Costs only the following: any maintenance and repairs paid for pursuant to any warranty or insurance policy, or by any Tenant or third party other than Landlord; principle and/or interest payments made on any mortgage encumbering the Building; real estate broker’s commissions; depreciation of the improvements constituting the Building, and costs or expenses necessitated by the acts of any Tenant, or any employee, agent, or Invitee of a Tenant, to the extent Landlord is able to collect such costs and expenses frony the resporisiblé Tenant” The foregoing list of Common Operating Costs shall not be deemed to impose any requirement that Landlord Incur such expenses or provide such services to of on behalf of Tenant or In connecilon with the operation and maintenance of the Bullding and/or Common Areas. ° 22, AmountPayable, Tenant's Common Operating Cost Contribution shall be paid to Landiord monthly, on the first day of each and every calendar month throughout the term plus Prolawi143694 ~§- applicable sales taxes, on the basis of Landlord’s good faith estimate of the Common Operating Costs Contribution, which may be revised by Landlord from time to time and at any time, by written not{[ce to Tenant at least ten (10) days prior to the due date of the next Common Operating Cost Contribution. 28, Statements, Within one hundred twenty (120) days after the end of each calendar year, Landlord shall prepare and deliver to Tenant a statement of all Common Operating Costs actually incurred by Landlord for the prior calendar year. Ifthe statement reflects Tenant underpaid. its Pro Rata Share of the actual Common Operating Costs, then within thirty (30) days after delivery of the statement or bill Tenant shall pay any deficiency, subject to the expense stop described In Paragraph 21 herein. If the statement reflects that Tenant overpaid its Pro Rata Share of the actual Common Operation Costs for the calendar year, then within thirty (30) days after the delivery of the statement or bill, Landlord shall refund the excess to Tenant or, at Landlord’s option, direct Tenant to deduct such excess from future Rental Payments payable by Tenant, If this Lease commences or terminates in the middle of a calendar year, Tenant's Pro Rata Share of all Common Operating Costs for such calendar year shall be prorated