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

thereon, against-all such liensand claims of ~~ flens and sults or other proceedings pertaining thereto, Fenant shall give Landlord written notlee-no-~--- --- ~~ - _ less than ten (10) days in advance of the commencement of any construction, alteration, addition, ‘improvement, or repair in order that Landlord may post appropriate notices of Landlord's non- responsibllity. Nothing in this Lease shall be construed as in any way constituting a consent or request by Landlord, express or Implied, by inference or otherwise, to any contractor, subcontractor, laborer, or materialman for the performance of any labor or the furnishing of any materials for any specific or general improvement, alteration, or repalr of or to the Premises or improvementthereon or to any part thereof, Pursuant to Section 713.10, Florida Statutes, It is the Intent of the partles - hereto that Landlord's interest In the Premises shall not be subject to any liens filed because of Tenant's failure to make payments In connection with any bulldings or Improvements Installed or constructed on the Premises, The Memorandum of this Lease provided for below shall expressly give notice of and prohibit such liability by Landlord, Tenant shall notify In writing any contractor making any such improvements of thls prohibition of Landlord's liabillty prior to entering into any contract for the construction of such improvements, and Tenant shall give Landlord written evidence of such notice to contractor within ten (10) days after receipt of request by Landlord for such evidence. (b) Contesting Liens. If Tenant desires to contest any such lien, It shall notify Landlord of its intention to do so within ten (10) days after the filing of such lien, In such case, and provided that Tenant shall, on demand, protect Landlord by a good and sufficient surety bond against any such llen and any cost, liability, or damage arising out of such contest, Tenant shall not Protaw:143604 ; ~i1- be In default hereunder until ten (10) days after the final determinatlon of the validity thereof, within which time Tenant shall satisfy and discharge such llen to the extent held valid; but the satisfaction and discharge of any such lien shall not In any case be delayed until execution Is had on any judgment rendered thereon, and such delay shall be a default of Tenant hereunder. In the event of any such contest, Tenant shall protect and indemnify Landlord and Okaloosa County against all loss, expense, and damage resulting therefrom. 33. — [ndemnification of Landlord and Okaloosa County, Neither Okaloosa County nor Landiord shall be Jlable for any loss, Injury, death, or damage to persons or property which at any time may be suffered or sustalned by Tenant or by any person who may at any time be using or occupying or visiting the Premises or be in, on, or about the same, whether such loss, Injury, death, or damage shall be caused by or In any way result from or arise out of any act, omission, or negligence of Tenant or of any occupant, subtenant, visitor, or user of any portion of the Premises; and Tenant shall indemnify Landlord and Okaloosa County against all claims, liability, loss or damage whatsoever on account of any suchloss, Injury, death, or damage, including court costs, attomeys' fees expended or incurred in connection therewith, including time charged by paralegal or _ other staff members operating under-the supervision of an attorney, and such costs as photocopying and depositions, whether at trial or of appeal, Incurred by Landlord In enforcing this indemnity, Tenant hereby walves all claims against Landlord and Okaloosa County for damages to the Bullding and improvements that are now or hereafter placed or bullt on the Premises and to the properly of Tenant In, on, or about the Premises and for injuries to persons or property in or about the Premises from any cause arising at any time. The two preceding sentences shall not apply to loss, Infury, _ death, or damage arising.by reason of the gross.negligence or.intentlonal misconduct of Landilord,...-.~ —.-.- lts agents, or employees, . 34; Prohibition of Involuntary Assignment: Effect of Bankruptcy or Insolvency (a) — Prohibition of Involuntary Assignment, Nelther this Lease. nor the leasehold estate of Tenant nor any interest of Tenant hereunder in the Premises or improvements thereon shall be subject to Involuntary assignment, transfer, or sale, or to assignment, transfer, or sale by ‘operation of law In any manner whatsoéver (except through statutory merger or consolidation, of “~~ ~~ devise, or Thterstaté succession); arid any such attempt atinvoluntary assignment, transfer, orsale =~ shall be vold and of no effect. (b) Effect of Bankruptcy. Without limiting the generality of the provisions of the preceding Paragraph (a) of this Section, Tenant agrees that In the event any proceedings under the Federal Bankruptey Cade or any amendment thereto be commenced by or against Tenant, and, if agalnst Tenant, such proceedings shall not be dismissed within ninety (90) days, or in the event : Tenant is adjudged insolvent or makes an assignment for the benefit of Its creditors, or if a receiver is appointed in any proceeding or action to which Tenant is a party, with authority to take possession or control of the Premises or the business conducted thereon by Tenant, and such receiver is not discharged within a period of thirty (30) days after his appointment, any such event or any Involuntary assignment prohibited by the provisions of the preceding Paragraph (a) of this Section shall be deemed to constitute a breach of this Lease by Tenant and shall, at the election of Landlord but not otherwise, without notice or entry or other action of Landlord, terminate this Lease and also all rights of Tenant under this Lease and in and to the Premises and also all rights of any and all persons claiming under Tenant. 35, Eminent Domain. Ifthe whole of the Premises or such portion thereof as will make the Premises unusable for the purposes herein leased be condemned by and legally constituted authority for any public use or purpose, then in elther of sald events the term hereby granted shall cease from the time when possession thereof Is taken by public authorities; and rental shall be accounted for between Landlord and Tenant as of that date. Any lesser condemnation shall in no way affect the respective rights and obligations of Landlord and Tenant hereunder. It ls expressly Prolaw:143604 -{2- agreed that Tenant shall not have any right or clalm to any part of any award made to or received by Landlord for such taking. 36. Subordination and Attornment, Itls understood and agreed that the Premises are or will be and remain subject fo a mortgage or mortgagesto secure Indebtedness of Landlord to the mortgagee(s) thereunder. In order to further secure said Indebtedness, Landlord and Tenant hereby covenant for themselves and for the benefit of sald mortgagee(s) that this Lease shall be subject and subordinate to any mortgage(s) which may now or hereafter affect the Premises and to all advances rade or to be made thereunder, and to any renewals, extensions, modifications or replacements thereof, Including any increases In the amount secured thereby, or supplements thereto; provided, however, that without limiting any of the foregoing provisions, In the event that by reason of any default on the part of Landlord any mortgagee succeeds, to the interest of Landlord hereunder, then, at the sole option of the mortgagee, this Lease may nevertheless continue in full force and effect, and Tenant shall and does hereby agree to attorn to such mortgagee and to recognize such mortgagee as Landlord. Tenant hereby constitutes and appoints Landlord and/or the mortgagee as Tenant's attorney-in-fact to execute and deliver any such agreement of attornment for and on behalf of Tenant. It is further covenanted that (a) _The'provisions of any such morigage(s) shall govern with respect to the ‘disposition of proceeds of insurance or condemnation or eminent domain awards. (b) Without the prior consent of the mortgagee(s) in writing, Tenant shall not _-prepay rent under the terms of this Lease for more than.two (2). months In.advance, enter. Into.any........ agreement with Landlord to amend or modify this Lease in any material respect, voluntarily surrender the Premises, or terminate this Lease; and Landlord shall not release Tenant from the obligations under this Lease whether or not any assignment or subletting of the Premises or any part thereof Is permitted. In the event of any act or omission by Landlord which would give Tenant the right to terminate this lease, Tenant shall not exercise any such right until it shall have given thirty (80) days’ _ prlor written notice thereof to the mortgagee(s), during which time Landlord-and the mortgagee(s), -theiragents or employees, shall be entitled.to enter the Premises and.do therein whatever may be ” necsesary to remedy the default by Landlord. This provision is included to advance the credit and financial future of the Premises and shall inure to the benefit of the successors and assigns of any present or future mortgagee(s) of the Premises .and/or any purchaser of the Premises after default and entry or reentry pursuant to agreement, legal proceedings, or sale, and to the helrs, representatives, successors or assigns of such purchaser. Upon an attornment by Tenant as provided above, thisLease shall continue in full force and effect as a direct lease between Tenant and the mortgagee or purchaser except that such mortgagee or purchaser shall not be (a) liable for any previous act or omission by Landlord under this Lease, (b) subject to any offset of rent which shall have accrued previously to Tenant against Landlord, (c) ound by any previous modification of this Lease not expressly provided for herein, or (d) bound by any previous prepaymentof rent for a period greater than sixty (60) days, unless such modification or prepayment shall have been expressly approved In writing by the applicable mortgagee, .~ $7, Estoppel Letters. - Tenant, upon demand at any time or times; shall execute, acknowledge and deliver to Landlord, without expense to Landlord, any and all Instruments that may be necessary or proper to subordinate this Lease and Tenant's rights hereunder to the lien of any mortgage or mortgages that may now or hereafter affect the Premises or any part thereof, and/or to certify the fact that this Lease is In good standing or to specify any defaults which Tenant may then claim or assert against Landlord, and/or to certify the date to which rent has been pald and the amount of any prepayments of rent or security deposits made by Tenant hereunder. If within three Prolaw:148604 . «43+ (3) days after request by Landlord as aforesald, Tenant does not execute and deliver such instruments(s), then Tenant hereby irrevocably appoints Landlord as its attorney-in-fact coupled with an interest with full power and authority to execute and deliver the sare In the name of and on behalf of Tenant: and the same shall in all events be binding on Tenant. 38. Notice of Default to Tenant, Tenant shail not be deemed to be in default hereunder in the payment of rent or the payment of any other monies as herein required or In the furnishing of any bond or insurance policy when required herein unless Landlord shall first give to Tenant three (3) days' written notice of such default and Tenant fails to cure such default within such three (3) days. ; 39, Tenant's Default, Tenant shall be deemed in default hereunder in the event Tenant falls to keep and perform any of its covenants or obligations hereunder. [n the event of any breach of this Lease by Tenant, Landlord, In addition to the other rights or remedies it may have, shall have the Immediate right of re-entry and may remove all persons and property from the Premises; and such property may be removed and stored