Okaloosa County BOCC — April 5, 2016 — ARC SubLease revised 03212016 — reading text

Commercial Sublease Agreement This agreement is made for the sublease of a location to place an ice machine on The Boardwalk on Okaloosa Island between Surfside Venture, Inc. (Tenant) and ARC of the Emerald Coast (Subtenant), made on this _____ day of _________________, 2016. 1. Premises. The subleased premise is located at The Boardwalk of Okaloosa Island and is referred to as the “island area” in the parking lot. 2. Use and Benefit. The subleased premise is to be used only for the placement of an Ice Machine to be used by the general public with 100% of the proceeds to benefit the ARC of the Emerald Coast. All use of the premise must conform and be subject to the terms of the Master Lease between Okaloosa County and Surfside Ventures, Inc. 3. Signage. All signage is to be approved by Surfside Ventures and shall be in compliance with all applicable sign requirements. Subtenant may place signage at its own cost and expense including any costs associated therewith such as permit or license fees. All signs must comply with all applicable governmental requirements. All signs shall be maintained in good condition and repaired as necessary or upon the reasonable request of Tenant. Subtenant shall be liable for any damage caused to the Premises by the installation or removal of Subtenant’s signage. 4. Initial Placement and Termination. The Ice Machine shall be placed on the premises as soon as practicable after the execution of this Sublease. The term of this Sublease is perpetual. Either party may terminate this Sublease upon ninety (90) days written notice to the other party. 5. Rent and Security Deposit. Subtenant will pay $0.00 to the Tenant for the term of this Sublease and there will be no security deposit. 6. Subtenant Obligations. Subtenant will remove all receipts from the machine and agrees to clean and maintain the Ice machine every other day. In addition, Subtenant shall be responsible for cleaning the area around the machine and to walk to the perimeter of the North parking lot to secure any debris or trash which may have blown astray when removing said receipts and cleaning and maintaining the machine. Subtenant covenants to use the Premises for the use described herein, subject to and in accordance with the Tenant’s master lease and all applicable zoning and other governmental regulations. At its own expense, Subtenant shall maintain the Premises in good repair and condition, excepting damages by causes reasonably beyond Subtenant’s control and ordinary wear and tear. Upon written notice, Subtenant shall have a 7 day cure period to take corrective action for any repair and maintenance issue. If action is not taken within such time period, Tenant may in its sole discretion arrange for such corrective action to be taken and the costs of such plus 20% shall be borne solely by Subtenant. 7. Notice. Notice under this Sublease shall not be deemed valid unless in writing and mailed, postage prepaid, addressed to the parties at the following addressees, unless such addressees have been updated in writing to the other party: _________ _________ Tenant Surfside Ventures Page 1 of 6 Subtenant ARC of EC  For Tenant: Surfside Ventures, Inc. For Subtenant: ARC of the Emerald Coast P.O. Box 5497 123 Truxton Avenue Destin, FL 32541 Fort Walton Beach, FL 32547 8. Utilities. Subtenant acknowledges that electricity and water is currently available at the premises. Subtenant shall be independently billed and is solely responsible for the electricity and water used for the machine and the premises on which it is placed. 9. Compliance With Environmental Laws. Subtenant hereby promises to comply with all environmental laws and to notify Tenant in writing immediately of (1) any and all governmental or regulatory actions instituted, completed, or threatened; and (2) any and all claims made or threatened by any third party against Subtenant, Tenant, or the Premises resulting from any hazardous materials on or about the Premises. 10. Hold Harmless; Indemnification. The provisions of this Article shall survive the expiration of the Term. 10.1. Hold Harmless. Subtenant promises that no claim shall be made against Tenant by Subtenant, or by any agent or servant of Subtenant, or by others claiming the right to be in the Premises through or under Subtenant, for any injury, loss or damage to the Premises or to any person or property occurring upon the Premises from any cause other than the gross negligence of Tenant. In no event shall Tenant be liable to Subtenant for any consequential damages sustained by Subtenant arising out of the loss or damage to any property of Subtenant. 10.2. Indemnification of Tenant. Subtenant covenants and agrees to save Tenant and Tenant’s agent from all loss, damage, liability or expense of any kind including without limitation attorneys’ fees and court costs incurred, suffered, or claimed by any person whomsoever, or for any cause whatsoever, by reason of the use of the Premises by Subtenant unless caused solely by the gross negligence of Tenant that must first be proved against Tenant. Subtenant shall be solely responsible for and will defend, indemnify and hold Tenant, its agents, and employees harmless from and against all claims, costs, and liabilities, including attorneys’ fees and costs, arising out of or in connection with the removal, cleanup, and restoration work and materials necessary to return the Premises and any other property of whatever nature located on the Premises to their condition existing prior to the Subtenant’s breach of its obligations to maintain the Premises as required by this Sublease. 11. Insurance - Subtenant’s Obligation To Provide Insurance. Subtenant shall obtain and maintain insurance at its own expense in an amount not less than $1,000,000. Tenant and Okaloosa County shall be named as additional named insureds. Proof of current insurance shall be provided upon written request. 12. Tenant’s Right of Access. Tenant may access the Premises at any time during Subtenant’s occupancy as long as reasonable. _________ _________ Tenant Surfside Ventures Page 2 of 6 Subtenant ARC of EC 13. Damage to Premises. Subtenant shall immediately notify Tenant of any damage to the Premises caused by fire or any other casualty. Tenant shall not be liable to Subtenant for any claim arising from any repair or restoration of any portion of the Premises. 14. Surrender of Possession; Subtenant’s Obligations and Rights. Upon the termination of the Sublease, Subtenant shall remove all of its property and surrender the Premises to Tenant in good order and repair (ordinary wear and tear excepted). 15. Estoppels; Elements of Estoppel Certificates. Subtenant shall within 15 days after request by Tenant, execute, acknowledge and deliver to Tenant a written estoppel certificate certifying to Tenant or any other person designated by Tenant, as of the date of such estoppel certificate the status of this Sublease agreement. Failure to deliver the certificate within 15 days after request by Tenant shall be conclusive upon Subtenant for the benefit of Tenant and any successor to Tenant that this Sublease is in full force and effect and has not been modified except as may be represented by the party requesting the certificate. 16. Miscellaneous 16.1 The terms “Subtenant” and “Tenant” shall include legal representatives, successors and permitted assigns. All covenants herein made binding upon the parties shall be construed to be equally applicable to and binding upon its agents, employees and others claiming the right to be in the Premises through or under this Sublease. 16.2 No specific words, phrases or clauses herein used shall be taken or construed to control, limit or cut down the scope or meaning of any general words, phrases or clauses used in connection therewith and any singular context shall be construed to be plural wherever necessary. 16.3 Waiver of Breach. No waiver or breach of any item contained herein shall operate as a waiver of the covenant, condition or agreement itself, or of any subsequent breach thereof. 16.4 Written Sublease. It is understood and agreed that this Sublease contains the final and entire agreement between the parties and that there are no agreements not contained herein. This Sublease may only be modified in writing signed by both parties subject to any necessary approval by the County. This Sublease is not effective until and unless approved by the County and signed by Tenant and Subtenant with fully executed copies provided to all parties. 16.5 Governing Law and Severability. This Sublease shall be construed and governed by the laws of the State of Florida. If any provision contained in this Sublease or the application thereof to any person or circumstances shall be invalid or unenforceable, the remaining provisions of this Sublease shall not be affected. 16.6 Time Is of Essence Clause. All times contained in this Sublease are of the essence. IN WITNESS WHEREOF, Subtenant, Tenant, and Okaloosa County have all signed this Sublease in the presence of two subscribing witnesses and a notary. _________ _________ Tenant Surfside Ventures Page 3 of 6 Subtenant ARC of EC SUBTENANT – Authorized Agent for ARC OF THE EMERALD COAST By:_________________________________ _________________________ Print Name and Title: ____________________________________________ Witnesses: ___________________________________ ___________________________________ Print Name: _______________________________ Print Name: ___________________________________ STATE OF FLORIDA COUNTY OF OKALOOSA I hereby certify that on this day before me, an officer duly authorized in the State of Florida and Okaloosa County, to take acknowledgments, personally appeared ________________________________________________, being first duly sworn, on oath, who is ____ personally known to me or who ____ produced ___________________ as identification to me and who executed the foregoing and acknowledged before me that he or she executed the same for the uses and purposes therein set forth at the express direction of the board of directors of said corporation on this the ____ day of ______________, 2016. {Notary Seal} Notary Public _________ _________ Tenant Surfside Ventures Page 4 of 6 Subtenant ARC of EC TENANT - Authorized Agent for SURFSIDE VENTURES, INC. By:_________________________________ _________________________ Print Name and Title: ____________________________________________ Witnesses: ___________________________________ ___________________________________ Print Name: _______________________________ Print Name: ___________________________________ STATE OF FLORIDA COUNTY OF OKALOOSA I hereby certify that on this day before me, an officer duly authorized in the State of Florida and Okaloosa County, to take acknowledgments, personally appeared ________________________________________________, being first duly sworn, on oath, who is ____ personally known to me or who ____ produced ___________________ as identification to me and who executed the foregoing and acknowledged before me that he or she executed the same for the uses and