Okaloosa County BOCC — August 2, 2016 — 2016-08-02 Assignment FINAL

ASSIGNMENT, ASSUMPTION AND FIRST AMENDMENT OF LEASE THIS ASSIGNMENT, ASSUMPTION AND FIRST AMENDMENT OF LEASE ("Agreement") is entered into to be effective as of the _____day of August 2016 by and between GULF COAST MARINE LIFE CENTER, INC., a Florida not-for-profit corporation f/k/a Aquagreen, Inc., a Florida not-for-profit corporation whose address is 155 Crystal Beach Drive, Ste. 101, Destin, FL 32548 ("hereinafter referred to as "Gulf Coast”) and DB ENTERTAINMENT PRODUCTIONS, LLC, a Florida limited liability company whose address is 1306 Miracle Strip Parkway, SE Fort Walton Beach, Florida 32548 (hereinafter referred to as "DB") and Okaloosa County, a political subdivision of the State of Florida whose address is 1759 Ferdon Blvd. Crestview, FL 32539 (hereinafter referred to as “Lessor”). WITNESSETH: WHEREAS, GULF COAST entered into that certain Lease Agreement with Lessor effective as of August 21, 2012, (the "Lease") for the vacant real property (the “Premises”) located at 105 Santa Rosa Blvd., Fort Walton Beach, Florida 32548, and more particularly described and depicted on Exhibit “ A”, attached hereto; and WHEREAS, GULF COAST d e s i r e s t o a s s i g n t h e L e a s e f o r t he Premises to DB, such that DB will become successor in interest to the leasehold interest of GULF COAST; and WHEREAS, DB has agreed to assume the Lease to therefore reflect DB as Lessee, as particularly hereinafter set forth herein; and WHEREAS, Lessor and DB desire to amend certain provisions of the Lease subsequent to its assignment. NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00), and the premises, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto covenant and agree as follows: 1. Defined Terms. Whenever defined terms and words of art are used herein, as indicated by the initial capitalization thereof, such defined words and terms of art, if not defined herein, shall have the same meanings ascribed thereto in the Lease. 1  2. Assignment and Assumption of Lease. Gulf Coast does hereby assign and transfer all of GULF COAST's interest in the Lease to DB and DB does hereby assume GULF COAST’s obligations under the Lease effective on and after the date first set forth above. 3. Acknowledgement and Consent to Transfer and Attornment. Lessor hereby acknowledges and consents to the transfer of the Premises and the Lease from Gulf Coast to DB. The parties agree that DB under the Lease shall hereinafter be the successor lessee and Gulf Coast agrees to attorn to DB under the Lease. 4. Representative. The authorized representative for DB shall be: Paul A. Barcus, President DB ENTERTAINMENT PRODUCTIONS, LLC 1306 Miracle Strip Parkway SE Fort Walton Beach, Florida 32548 paulbarcus@gmail.com (404) 323-9876 5. Lease Amendments: Lessor and DB do hereby amend the Lease as follows: A) Section 3 of the Lease entitled “Rent” shall be replaced in its entirety with the following provision: RENT: Lessee covenants and agrees to pay as rent for leasing the Premises, the greater of: a) $78,650.00, which was the base rent, as previously adjusted according to the terms of the Lease for C.P.I., paid by Lessee for the 2015 lease year, per annum in advance annually, which rent shall be adjusted annually, beginning with the 2016 lease year, to reflect the increase in the Consumer Price Index. The rent shall be adjusted annually on its anniversary date to reflect the cost of living adjustment. All Urban Consumers for all items U.S. City Average, published by the Bureau of Labor Statistics, U.S. Department of Labor, 1982-84 = 1 – (C”CPI-U”). In the event the U.S. Department