Okaloosa County BOCC — September 16, 2014 — Destin Water Users Attachment — reading text

LEASE AGREEMENT BETWEEN BOARD OF COUNTY COMMISSIONERS OKALOOSA COUNTY, FLORIDA AND DESTIN WATER USERS, INC. This lease for certain real property, fully executed this day of , 2014, by and between the COUNTY OF OKALOOSA, a political subdivision of the State of Florida, acting by and through its BOARD OF COUNTY COMMISSIONERS (hereinafter called “COUNTY”) and DESTIN WATER USERS, INC., a nonprofit corporation (hereinafter called “LESSEE”). WITNESSETH: COUNTY hereby lets to LESSEE and LESSEE hereby hires and takes from COUNTY at the Destin Airport in the County of Okaloosa, State of Florida (heretnafter referred to as “AJRPORT”), that certain location further described in Exhibit “A,” (hereinafter referred to as the “Leased Premises”) which is hereby incorporated herein by reference, and COUNTY hereby gives to LESSEE permission to occupy and use the Leased Premises for the purposes of reclaimed water disposal and treatment for incidental purposes..related thereto. This Lease (hereinafter called “LEASE”) is subject to the following terms, covenants, conditions, and agreements to be kept, performed, and observed by the COUNTY and LESSEE. SECTION 1: TERM This LEASE shall be for a term of FIVE (5) years and shall take effect on the Ist day of the fiscal year, October, 2014 and end on the 30" day of September 2019. SECTION 2: IMPROVEMENTS TO COUNTY Any and all improvements hereafter installed, erected, or placed within the Leased Premises, including alterations and repairs shall become, upon the termination of this LEASE for any cause, the absolute and sole property of COUNTY and shall not be removed from the Leased Premises. If on termination of this LEASE, LESSEE is not in default, LESSEE shall have the right to remove from the Leased Premises any equipment or trade fixtures that can be removed without damage to the Leased Premises (and if any damage does occur on any such removal, LESSEE shall promptly repair the same). SECTION 3: BUILDING, ALTERATIONS, AND PERMITS LESSEE shall at its expense apply for and obtain any and all permits and licenses to use the Leased Premises for effluent disposal and treatment and for incidental purposes thereto. COUNTY makes no representations or warranty relative to the availability of such licenses or permits, and LESSEE assumes full responsibility for securing same. SECTION 4: RENTALS a. GROUND LEASE: LESSEE shall pay an annual ground lease fee of $61,472. The fee shall be adjusted every year in accordance with Section 5. The ground lease and applicable sales tax will be billed monthly, in advance, and is payable to the Airports Director, Okaloosa County Airports, 1701 Highway 85 North, Eglin Air Force Base, Florida, 32542-1498. b. PAYMENT EFFECTIVE DATE: Payment on this lease shall begin the first day of the month of the term. c. LATE CHARGES: If LESSEE fails to pay within THIRTY (30) days of date of billing of invoices by COUNTY for applicable rents and charges as herein described, LESSEE shall then pay interest to the COUNTY at the maximum legal allowable rate authorized by the State of Florida. If any rental fee or other charge remains delinquent for a period of sixty days, LESSOR shall have the option to terminate this Agreement. SECTION 5: ESCALATION CLAUSE: The COUNTY reserves the right to adjust the ground lease fee based on independent appraisals conducted every 2 years. SECTION 6: UTILITIES COUNTY does not assume any responsibility in providing utilities to the Leased Premises. If utilities are required, LESSEE will pay all utility charges and costs of installation. SECTION 7: RIGHTS OF LESSOR a. COUNTY reserves itself, its successors, and assigns for the use and benefits of the public, a right of flight for the passage of aircraft in the airspace above the surface of the real property hereinafter described together with the right to cause in said airspace such noises as may be inherent in the operations of aircraft, now known or hereafter used for navigation of or flight in the said airspace, and for use of said airspace for landing on, taking off from, or operating on the AIRPORT. b. LESSEE expressly agrees for itself, its successors, and assigns to prevent any use of the hereinafter-described real property, which would interfere with or adversely affect the operation or maintenance of the AIRPORT, or otherwise constitute an airport wildlife hazard. c. LESSEE expressly agrees for itself, its successors, and assigns, to restrict the height of structures, objects, of natural growth, and other obstructions on the hereinafter described real property to such height so as to comply with the Federal Aviation Regulations, Part 77. SECTION 8: COMPLIANCE WITH GOVERNMENTAL PROCEDURES LESSEE shall conform to all the requirements of applicable State and Federal statutes and regulations and all County Ordinances and regulations, and shall secure such permits and licenses as may be duly required by any such laws, ordinances, or regulations as may be promulgated by COUNTY. In addition, Lessee shall comply with all policies, rules, regulations, or ordinances of the County, which are currently, or may be hereinafter adopted relating to County owned airport facilities. LESSOR acknowledges that LESSEE is regulated by the Florida Department of Environmental Protection and is subject to its permit restrictions, rules, requirements and regulations. SECTION 9: CARE OF LEASED PREMISES LESSEE shall keep the Leased Premises free of debris, standing water and shall mow the leased area. SECTION 10: TAXES LESSEE is a nonprofit corporation, and shall be obligated to pay only such taxes or other governmental charges which may be imposed on rental or lease payments or assessed upon the Leased Premises and which LESSEE is obligated to pay by law. SECTION 11: ASSIGNMENT AND SUBLEASE The Leased Premises may not be sublet, in whole or in part, and LESSEE shall not assign this LEASE or any portion of this LEASE at any given time without prior written consent of COUNTY, which shall not be unreasonably withheld. Any such sublease must be in writing and be made subject to the terms and conditions of this lease. Before any sublease may take effect, any sub lessee must execute an agreement with COUNTY, in a form and for a fee acceptable to COUNTY, by which such sub lessee is authorized to do business on the Airport. SECTION 12: INSPECTION ON ASSIGNMENT: LESSEE agrees that upon assignment of this Lease by LESSEE, LESSOR shall have the right to inspect the leased premises and require that the property be repaired or restored to the condition that it existed upon execution hereof. SECTION 13: RISK OF LOSS OR DAMAGE LESSEE assumes the risk of loss or damage to the Leased Premises, whether from windstorm, fire, earthquake, or any other causes whatsoever. SECTION 14: RIGHTS OF ENTRY RESERVED COUNTY has the right to inspect the Leased Premises at any time upon reasonable notice or no notice in the event of an emergency. SECTION 15: INSURANCE a. LIABILITY: LESSEE agrees that LESSEE, shall, during the entire term or any extension of this LEASE, keep in full force and effect, a policy or policies of public liability insurance with respect to the Leased Premises. The limits of public liability shall not be less than $1,000,000 Combined Single Limit (CSL) each. The COUNTY reserves the right to increase the public liability insurance requirements as circumstances may warrant. b. PROPERTY: The damage, destruction, or partial destruction of any permanent building or other improvement which is part of the Leased Premises shall not release LESSEE from any obligations hereunder nor shall it cause a rebate or an abatement in rent then due or thereafter becoming due under the terms hereof. In case of damage to or destruction of any such building or improvement, LESSEE shall at its own expense, promptly repair and restore the property to a condition as good or better than that existed prior to the damage or destruction. For purposes of assuring compliance with the foregoing, LESSEE agrees to maintain property insurance on any permanent building or improvement constructed on the Leased Premises in an amount not less than full replacement value of such building and its improvements and agrees that the proceeds from such insurance shall be used promptly by LESSEE to satisfy LESSEE’s repair and replacement obligation under this paragraph. c. All public liability coverage shall be endorsed to include Okaloosa County as Additional Insured. In addition, all insurance policies shall contain a clause that the insurer will not cancel or change the insurance without first giving the COUNTY thirty (30) days prior written notice. Prior to occupying the Leased Premises and annually upon renewal, LESSEE shall furnish COUNTY a Certificate of Insurance evidencing all required insurance. The Certificate(s) of Insurance shall be delivered to the Contracts and Lease Coordinator, 602-C N. Pearl Street, Crestview, FL 32536 and a copy to COUNTY. On request, LESSEE shall deliver an exact copy of the policy or policies including all endorsements. SECTION 16: NOTICES Any and all notices to be given under this LEASE may be served by enclosing the same in a sealed envelope and directed to the other party at its address and deposited in the mail as first class mail with postage therein paid. When so given, such notice shall be effective from the date of mailing. Unless otherwise provided in writing by the parties hereto, the address of the AIRPORT DIRECTOR is as follows: Okaloosa County Airports, 1701 Highway 85 North, Eglin Air Force Base, Florida 32542-1498. The address of the LESSEE is as follows: P.O. Box 308, Destin, FL 32540. SECTION 17: HOLD HARMLESS To the fullest extent permitted by law, LESSEE shall indemnify hold harmless COUNTY, its officers and employees from liabilities, damages, losses, and costs including but not limited to reasonable attorney fees, to the extent caused by the negligence, recklessness, or intentional, wrongful conduct of the LESSEE and other persons employed or utilized by the LESSEE in the performance of this lease. SECTION 18: BINDING NATURE OF LEASE This LEASE shall be binding on the assigns, transfers, heirs, executors, successors, and trustees of the parties hereto. SECTION 19: PROHIBITED ACTIVITY LESSEE shall not commit or suffer to be committed on said premises, any waste, nuisance, or unlawful act. SECTION 20: COMMERCIAL ACTIVITY PROHIBITED No commercial activity of any nature or kind is allowed on the Leased Premises, other than as provided in this Lease. SECTION 21: RESTRICTIONS ON MECHANIC’S LIENS Nothing in this lease shall be deemed or construed in any way as constituting the consent or request of COUNTY, express or implied, by inference or otherwise, to any contractor, sub-contractor, 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 demised premises or any part thereof, nor as giving LESSEE and 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 demised premises or any part thereof. Such liens are hereby strictly prohibited SECTION 22: TERMINATION BY LESSOR If LESSEE breaches or violates any of the terms and provisions hereof, COUNTY shall have the right to terminate this LEASE forthwith by giving written notice to LESSEE, and if not corrected within THIRTY (30) days, this LEASE would be terminated and in such event of termination, the improvements thereon would become the property of COUNTY. Otherwise, either party shall have the right to terminate this LEASE for no cause by giving one hundred eighty (180) days written notice to the non-terminating party. SECTION 23: NON-DISCRIMINATION LESSEE, for its self, its personal representatives, successors, in interest, and assigns,