Okaloosa County BOCC — December 16, 2014 — Lease - Okaloosa Walton Homeless Continuum of Care Opportunity Inc -Final

LEASE This Lease entered into this day of , 2014, by and between, OKALOOSA COUNTY, a political subdivision of the State of Florida, by and through its Board of County Commissioners, herein referred to as “Lessor”, and OKALOOSA WALTON HOMELESS CONTINUUM OF CARE, OPPORTUNITY, INC., a Florida Non Profit Corporation, herein referred to as “Lessee”. SECTION ONE SUBJECT AND PURPOSE Lessor does hereby Lease that certain portion of the building, as indicated in the attached and incorporated Addendum “A”, located at 207 NE Hospital Drive, City of Fort Walton Beach, County of Okaloosa, State of Florida, known commonly as the “Old Ft. Walton Beach Hospital”, (“Leased Premises”) to Lessee for the following purposes: 1. General administrative offices and necessary administrative support spaces for the provision of counseling and services to persons who are homeless or in imminent danger of becoming homeless. 2. No other use is authorized for any portion of the space covered by this Lease. SECTION TWO TERM AND RENT Lessee shall pay to Lessor for the use and occupancy of the space shown in the attached Addendum “A” the sum of $1.00 per year, it being intended that the fair rental value of the premises utilized by the Lessee as an in-kind match for federal programs serviced by Lessee, which shall be due and payable on the first day of the Lease period of each year. The term of the Lease shall begin on the 1st day of October 2014, and end on the 30th day of September, 2017. Upon expiration of the initial Lease term, Lessee shall have the option to extend the Lease, at the rental rate set forth above, for two additional but separate one year terms. SECTION THREE ADDITIONAL RENT In addition, Lessee shall pay any and all taxes, charges, costs, and expenses that may be due as a result of this Lease, together with all interest and penalties that may accrue thereon, in the event of the failure of Lessee to pay those items, and all other damages, costs, expenses, and sums that Lessor may suffer or incur, or that may become due, by reason of any default of the Lessee of failure by Lessee to comply with the terms and conditions of this Lease shall be deemed to be additional rent, and, in the event of non-payment, Lessor shall have all the rights and remedies as herein provided for failure to pay rent.  SECTION FOUR ALTERATIONS, ADDITIONS, AND IMPROVEMENTS Lessee may not make any additions, alterations, or changes of any kind to the Leased Premises or on Lessor’s property without the expressed written consent of Lessor. 1. Permission. Lessee shall submit a complete work plan of any and all work that Lessee proposes to undertake to Lessor in advance of any work beginning. Lessee may not begin any work without written permission in advance from Lessor. 2. Costs. The full costs to accomplish any work plan approved by Lessor shall be borne entirely by Lessee. 3. Permitting and Inspection. All work authorized by Lessor and undertaken by Lessee, or Lessee’s contractor(s) or agent(s) shall be properly permitted by the appropriate inspecting authority and shall comply with all laws, rules, and regulations administered by any agency having jurisdiction over the work to be done. 4. License and Insurance. All contractors performing work on the Leased Premises shall be properly licensed and insured to perform the work. Prior to commencement of work at the Leased Premises, Contractors shall submit to the Lessor a Certificate of Insurance naming the Lessor as an additional insured with limits of coverage as follows: a. Workers Compensation – i. State - statutory limit ii. Employers Liability - $1,000,000 limit each accident b. Business Automobile - $1,000,000 each occurrence (combined single limit) c. Commercial General Insurance - $1,000,000 each occurrence (combined single limit) d. Professional Liability - $1,000,000 each occurrence (combined single limit) e. Personal and Advertising Injury - $250,000 per person 5. Payment. Lessee is solely responsible for the payment for all items contracted for or purchased by Lessee. Lessee will take whatever actions that are necessary to remove any lien(s) placed on the property as a result of Lessee’s activities. 2  6. Ownership. All approved alterations, additions, and improvements to the Leased Premises shall remain in place and become the property of Lessor at the conclusion of the Lease term. SECTION FIVE USE, MAINTENANCE, AND REPAIRS Lessee shall, at all times during the Lease and at its own cost and expense, repair, replace, and maintain in a good, safe, and substantial condition, the interior of the Leased Premises and shared common areas, including bathrooms and hallways. Lessee shall at Lessee’s own expense maintain and make timely repairs to: 1. HVAC System. General maintenance of HVAC systems; replace filters in a timely manner; clean and tune up the equipment according to the manufacturer’s recommendations. 2. Other. Clean and maintain restroom fixtures, flooring, ceilings, walls, windows, doors, and any other items in a customary manner to preserve function and value. Lessee also recognizes that it will share certain common areas in the Leased Premises, such as bathrooms and hallways, with another tenant of Lessor, the Okaloosa County Council on Aging, Inc. (“Council on Aging”). Lessee and the Council on Aging shall enter into a separate written agreement addressing each tenant’s obligations and responsibilities as to the cleaning and maintenance of shared common areas. A copy of such written agreement and any amendments thereto shall be provided to Lessor. Lessee shall not allow any overnight occupancy or stays on the Leased Premises or in any portion of the space covered by this Lease. Lessee’s authorized parking on the Lessor’s property is limited to one vehicle per staff member of Lessee assigned to work at the Leased Premises. No vehicles or trailers may be parked overnight on Lessor’s property without the express written consent of the Lessor. Further, Lessee shall not store any good, items, or materials outside that portion of the Leased Premises assigned to Lessee on Addendum A without the express written consent of the Lessor. SECTION SIX TAXES Lessee shall pay on or before the last day on which payment may be made without penalty or interest, all taxes, assessments, or other governmental charges that shall or may, during the lease term, be imposed on or arise in connection with the use of the Leased Premises. 3  SECTION SEVEN UTILITIES Utilities for the Leased Premises are provided and maintained through accounts billed to the Council on Aging. Lessee shall pay to the Council on Aging a negotiated monthly amount towards the cost of utilities utilized by Lessee, which shall be set forth in a separate written agreement between Lessee and the Council on Aging that addresses the Lessee’s obligations and responsibilities to the Council on Aging for payments toward of utility costs. A copy of such written agreement and any amendments thereto shall be provided to Lessor. Lessee agrees that in the event of Lessee’s failure to pay such agreed upon amount for utility charges to the Council on Aging where the non-payment or under payment remains uncured for a period of thirty (30) days that Lessor may treat such failure to pay as an event of default under this Lease subject to the rights and remedies available to Lessor for an event of default pursuant to Section Twenty- One herein. SECTION EIGHT MECHANICS’ LIENS - CONSENT OF LESSOR Nothing in this Lease shall be deemed or construed in any way as constituting the consent or request of Lessor, expressed 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 improvement, alteration to, or repair of the Leased Premises or any part thereof, nor as giving Lessee any right, power, or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any lien against the Lessor’s building, property, or any portion thereof. SECTION NINE UNLAWFUL OR DANGEROUS ACTIVITY Lessee shall neither use nor occupy the Leased Premises or any part thereof of for any unlawful or hazardous business purpose nor operate or conduct its business in a manner constituting a nuisance of any kind. Lessee shall immediately, on discovery of any unlawful or hazardous use, take action to halt such activity. SECTION TEN INSURANCE AND INDEMNITY Lessee shall maintain during the term of this Lease adequate insurance coverage through insurance policies upon which the Lessor shall be named as an additional insured as follows: a. Workers Compensation – i. State - statutory limit ii. Employers Liability - $100,000 limit each accident 4  b. Business Automobile - $1,000,000 each occurrence (combined single limit) c. Commercial General Insurance - $1,000,000 each occurrence (combined single limit) Lessee shall provide to Lessor Certificates of Insurance demonstrating that the required insurance coverage has been obtained and showing that Lessor is named as an additional insured on such insurance policies. Lessee further recognizes that the Lessor is not currently maintaining property damage insurance on the Leased Premise but may elect to do so in the future during the term of this Lease. In the event that Lessor elects to purchase property damage insurance on the Leased Premise during the term of this Lease then Lessee shall be responsible for payment to Lessor of a pro rata share of the costs of such insurance, which will be calculated based upon the squared footage of the Leased Premises occupied by the Lessee. Lessee also agrees to indemnify Lessor against all expenses, liabilities, and claims of every kind, including reasonable counsel fees, by or on behalf of any person or entity arising out of either: 1. A failure by Lessee to perform any of the terms or conditions of this Lease. 2. Any injury or damage happening on or about the Lessor’s building or property resulting from the Lessee’s occupancy, operations, or use of the Leased Premises pursuant to this Lease. 3. Failure to comply with any law of any governmental authority. 4. Any mechanic’s lien or security interest filed against the Lessor’s building or property or any equipment installed or caused to be installed by Lessee at the Leased Premises, or any materials used or caused to be used by Lessee on or at the Leased Premises, or any work done or caused to be done by Lessee at the Leased Premises for any purpose. SECTION ELEVEN ACCESS TO LEASED PREMISES Lessee shall permit Lessor or its agents to enter the Leased Premises at all reasonable hours to inspect or make repairs that Lessee may neglect or refuse to make in accordance with the provisions of this Lease or that may be otherwise necessary in the normal repair and maintenance of the facility or to show the premises to prospective buyers. 5  SECTION TWELVE EASEMENTS, AGREEMENTS, OR ENCUMBRANCES The parties shall be bound by all existing easements, agreements, and encumbrances of record relating to the Leased Premises and Lessor shall not be liable to Lessee for any damages resulting from any action taken by a holder of an interest pursuant to the rights of that holder thereunder. SECTION THIRTEEN LIABILITY OF LESSOR Lessee shall be in exclusive control and possession of the Leased Premises and Lessor shall not be liable for any injury or damages to any property or to any person on or about the Leased Premises or for any property of Lessee. The provisions herein permitting Lessor to enter and inspect the Leased Premises are made to insure that Lessee is in compliance with the terms and conditions hereof and makes repairs that Lessee has failed to make or are necessary as a consequence of a repair that was necessary that was outside of the responsibility of Lessee. Lessor shall not be liable to Lessee for any entry on the premises for inspection or necessary repair purposes. SECTION FOURTEEN REPRESENTATIONS BY LESSOR At the commencement of the term Lessee shall accept the Leased Premises and the fixtures and equipment included therein in their existing condition and state of repair, and Lessee agrees that no representations, statements, or warranties, expressed or implied, have been made by or on behalf of Lessor in respect therein except as contained in the provisions of this Lease, and Lessor shall in no event be liable for any latent defects within the Leased Premises. SECTION FIFTEEN WAIVERS The failure of Lessor to insist on a strict performance of any of the terms and conditions hereof shall not be deemed a waiver of the rights or remedies that Lessor may have to enforce performance of the terms and conditions of this Lease at any time. SECTION SIXTEEN NOTICE All notices to be given with respect to this Lease shall be in writing. Each notice shall be sent by registered or certified mail, postage prepaid and with return receipt requested, to the party to be notified at the address set forth below or at such other address as either party may from time to time designate in writing. 6  As to Lessor: Okaloosa County Attn: Director, Facilities Maintenance 5489 Old Bethel Road Crestview, Florida 32536 As to Lessee: Okaloosa Walton Homeless Continuum of Care, Opportunity, Inc. Attn: Chair, Board of Directors Post Office Box 115 Ft. Walton Beach, Florida 32549 SECTION SEVENTEEN ASSIGNMENT, MORTGAGE, OR SUBLEASE Neither Lessee nor his successors or assigns shall assign, mortgage, pledge or encumber this Lease or sublet the Leased Premises, in whole or in part, or permit the Leased Premises to be used or occupied by others, nor shall this Lease be assigned or transferred by operation of law, without the prior consent in writing of Lessor in each instance. If this Lease is assigned or transferred, or if all or any part of the Leased Premises is sublet or occupied by anybody other than Lessee without Lessor’s written consent, Lessor may declare Lessee in default and terminate the entire Lease and demand Lessee vacate the entire Leased Premises and surrender control of the Leased Premises by to Lessor within fifteen (15) calendar days from service of notice of default to Lessee by Lessor. Any consent by Lessor to sublease or transfer any portion of the Leased Premises to any other party is limited to that specific request and does not construe consent by Lessor to any other transfers or sublets. SECTION EIGHTEEN LEASE RENEWAL/EXTENSION Lessee must submit to Lessor a written request to exercise either of the one year Lease extension options provided herein not less than One Hundred Eighty (180) days prior to the end of the Lease term then in effect. If Lessor has not received written notice of Lessee’s intent to exercise its option to extend the Lease for an additional one year term at least One Hundred Eighty (180) days prior to the end of the Lease term then in effect, then the option to extend shall be null and void and the Lease will expire on the last day of the Lease term then in effect. If Lessor wishes to renew the Lease after the end of the Lease term and optional extensions provided in Section Two, then Lessee shall provide Lessor with a written Lease renewal request no later than One Hundred Eighty (180) days prior to the expiration of the Lease term then in effect. The Lease rate and terms for any renewal of the Lease shall be by mutual agreement of Lessor and Lessee and shall also be presented to and approved by the Okaloosa County Board of County Commissioners. 7  SECTION NINETEEN SURRENDER OF POSSESSION Lessee shall quietly and peaceably vacate the Leased Premises and surrender possession to Lessor on or before the last day of the Lease, or on an earlier termination and forfeiture of the Lease, free of subtenancies, in good condition and repair. Lessee shall remove all property of every description in the Leased Premises that is not the property of Lessor on or before 12:00 a.m. (midnight) on the last day of the Lease. SECTION TWENTY DEFAULT OR BREACH Each of the following events shall constitute a default or breach of this Lease by Lessee: 1. IF Lessee, or any successor or assignee of Lessee while in possession shall file a petition in bankruptcy or insolvency or for reorganization under any bankruptcy act, or shall voluntarily take advantage of any such act by answer or otherwise or shall make an assignment for the benefit of creditors. 2. IF voluntary proceedings under any bankruptcy law or insolvency act shall be instituted against Lessee or if a receiver or trustee shall be appointed of all or substantially all of the property of Lessee, and such proceedings shall not be dismissed or the receivership or trusteeship vacated within Sixty (60) days after the institution or appointment. 3. IF Lessee shall fail to pay Lessor any rent, or additional rent required hereunder when such become due and shall not make the payment within Fifteen (15) days after notice thereof by Lessor to Lessee. 4. IF Lessee shall fail to perform or comply with any of the conditions of this Lease and if the nonperformance shall continue for a period of Fifteen (15) days after notice thereof by Lessor to Lessee or, if the performance cannot be reasonably had within the 15 day period, Lessee shall not in good faith have commenced performance within the Fifteen (15) day period and shall not diligently proceed to completion of performance. 5. IF Lessee fails to maintain in full force and effect the insurance coverages required pursuant to Section 10 or fails to name Lessor as an additional insured on such insurance policies. 6. IF Lessee shall vacate or abandon the Leased Premises. 7. IF this Lease or the estate of Lessee hereunder shall be transferred to or shall pass to or devolve on any other person or party, except in the manner herein permitted. 8  8. IF Lessee fails to take possession of the Leased Premises on the term commencement date or within ten days after notice that the Leased Premises are available for occupancy, if the term commencement date is not fixed herein or shall be deferred as herein provided. SECTION TWENTY-ONE EFFECT OF DEFAULT In the event of any default hereunder, as set forth in Section Twenty, the rights of Lessor shall be as follows: 1. Lessor shall have the right to cancel and terminate this Lease, as well as all of the right, title, and interest of Lessee hereunder, by giving to Lessee not less than Fifteen (15) days notice of the cancellation and termination. On expiration of the time fixed in the notice, this Lease and the right, title, and interest of Lessee hereunder, shall terminate in the same manner and with the same force and effect, except as to Lessee’s liability, as if the date fixed in the notice of cancellation and termination were the end of the term herein originally determined. 2. Lessor may elect, but shall not be obligated, to make any payment required of Lessee herein or comply with any agreement, term, or condition required hereby to be performed by Lessee, and Lessor shall have the right to enter the demised premises for the purpose of correcting or remedying any such default and to remain until the default has been corrected or remedied, but any expenditure for the correction by Lessor shall not be deemed to waive or release the default of Lessee or the right of Lessor to take any action as may be otherwise permissible hereunder in the case of any default. 3. Lessor may re-enter the premises immediately and remove the property and personnel of Lessee, and store the property in a public warehouse or at a place selected by Lessor, at the expense of Lessee. After re-entry, Lessor may terminate the Lease by giving Fifteen (15) days written notice of termination to Lessee. Lessee shall be responsible to pay to Lessor all costs of making any repairs to the Leased Premises that were the responsibility of Lessee, and if not paid Lessor shall be entitled to a judgment against Lessee for said sum. 4. Lessor shall have any other remedy available by law. 9  SECTION TWENTY-TWO TOTAL AGREEMENT; APPLICABLE TO SUCCESSORS This Lease contains the entire agreement between the parties and cannot be changed or terminated except by written instruments subsequently executed by the parties hereto. This Lease and the terms and conditions hereof apply to and are binding on the heirs, legal representatives, successors, and assigns of both parties. SECTION TWENTY-THREE APPLICABLE LAW AND VENUE This agreement shall be governed by and construed in accordance the Laws of the State of Florida. The venue for any legal actions relating to this Lease shall be brought in the Courts in and for Okaloosa County, Florida. 10  IN WITNESS WHEREOF, Lessee has hereunto set its hand and seal this day of , 2014. In the Presence of: OKALOOSA WALTON HOMELESS CONTINUUM OF CARE, OPPORTUNITY, INC. BY: Martin Fancher Chairman, Board of Directors ATTEST: Secretary IN WITNESS WHEREOF, Lessor has hereunto set its hand and seal this day of , 2014. ATTEST: BOARD OF COUNTY COMMISSIONERS OKALOOSA COUNTY, FLORIDA J.D. Peacock II Chairman Clerk of Courts 11