Okaloosa County BOCC — September 2, 2014 — Lease Agreement between Okaloosa County Commissioners and Dominion Capital for land on Okaloosa Island

LEASE # L12-0393-pw DEUENION CAPITAL, LLC LOPMENT/MGMT OF 2.8 + ACR ON OKALOOSA ISLAND (WILD tS . EXPIRES: 08/12/2022~ <= LEASE AGREEMENT — PUBLIC PROPERTY. LEASE This Lease is. made and executed in duplicate by and between OKALOOSA COUNTY, a political subdivision of the State of Florida, herein called Lessor, and Dominion Capital LLC, 755 Grand Blvd, B105-2214, Miramar Beach, FL 32550 herein called Lessee. , i. DESCRIPTION OF PREMISES-EXCEPTIONS: Lessor leases to Lessee, and Lessee hires from Lessor, as herein provided, its interest In the real property and improvements located thereon as described as follows: As per Exhibit A attached hereto. Lessee further specifically acknowledges that it has researched the title to the above described property ana that if is only leasing the interests of Lessor in said tract subject to all outstanding interests, restrictions or encumbrances of record, and that Lessor does not warrant iltle or any specific interest in the same. Lessee further acknowledges that portions of the above described property are utilized for retention ponds, and Lessee agrees that it shall not interrupt or disturb the utilization of the same by Lessor for said purpose or aggravate the drainage system for the parcel of property or adjoining properties. Lessee has inspected the aforesaid property and leases the same in an “as Is" condition. Lessee is aware of the fact that a portion of the property Is utilized for the Convention Center and its parking and covenants not. to disturb or otherwise interfere with the continued utilization thereof. 2. TERM: The term of this lease is ten (10) years commencing on the date of execution hereof by Lessor. This Lease shall automatically renew for two (2) additional consecutive periods of ten {10) years each, unless the Lessee provides not less than sixty (60) days written notice to Lessor prior to the expiration date. of the then expiring term of this Lease of its intent to terminate. this Lease. it Last Revised ~ 07/12/2012 Page | LEASE #112-0393-pw DOMINION CAPITAL, LLC DEVELOPMENT/MGMT OF 2.8 +/- ACRE PARCEL ON OKALOOSA ISLAND (WIL EXPIRES: 08/12/2922 "~? WILLY'S) b oe LEASE AGREEMENT gn4 PUBLIC PROPERTY LEASE This Lease is made and executed in duplicate by and between OKALOOSA COUNTY, a political subdivision of the State of Florida, herein called Lessor, and Dominion Capital LLC, 755 Grand Blvd, 8105-2214, Miramar Beach, FL 32550 herein called Lessee, 1, DESCRIPTION OF PREMISES-EXCEPTIONS: Lessor leases to Lessee, and Lessee hires from Lessor, as herein provided, its interest in the real property and improvements located thereon as described as follows: As per Exhibit A attached hereto. Lessee further specifically acknowledges that it has researched the title to the above described property and that it is only leasing the interests of Lessor in said tract subject to all outstanding interests, restrictions or encumbrances of record, and that Lessor does not warrant title or any specific interest in the same. Lessee further acknowledges that portions of the above described property are utilized for retention ponds, and Lessee agrees that it shall not interrupt or disturb the utilization of the same by Lessor for said purpose or aggravate the drainage system for the parcel of property or adjoining properties. Lessee has inspected the aforesaid property and leases the same In an “as is” condition. Lessee is aware of the fact that a portion of the property fs ufilized for the Convention Center and its parking and covenants not to disturb or otherwise interfere with the continued utilization thereof. 2. TERM: The term of this lease is ten (10) years commencing on the date of execution hereof by Lessor. This Lease shall automatically renew for two (2) additional consecutive periods of ten (10) years each, unless the Lessee provides not less than sixty (60) days written notice to Lessor prior to the expiration date of the then expiring term of this Lease of its intent to terminate this Lease. 3. RENT: Lessee covenants and agrees to pay as rent for leasing the attached premises Sixty-five thousand dollars ($65,000.00) per annum in advance annually, with the first such payment being due within ninety (90) days of the effective date of this Lease. The rent shall be adjusted annually thereafter to reflect the increase in the Consumer Price Index. The rent shall be adjusted annually on its anniversary date fo reflect the cost of living adjustment. All Urban Consumers for all tems - U. S. City Average, published by the Bureau of Labor Statistics, U. S. Department of $9 tee a ER ET OST Last Revised - 07/12/2012 Page I Labor, 1982-84 = 1 - {C"CPI-U."). In the event the U, $. Department of Labor, Bureau of Labor Statistics ceases to publish the C.P.L, the parties hereby agree to substitute another equally authoritative measure to change In the purchasing power of the U. S. dollar as may be then available. The annual adjustment shall be effective on each anniversary date of the Lease Term and shall be based upon the percentage difference between the C.P.l. for the previous twelve (12) month period ending December 31 and the C.P.). for the twelve {12} month period ending December 31 of that year of the lease term multiplied by the current year's lease fee. As additional rent or consideration, Lessee covenants and agrees to pay any State sales or other tax of any nature or kind on the rent or other consideration pald to Lessor, plus any ad valorem, intangible, or other tax or assessment on the property, or improvements imposed by State, Federal, or County law, or Ordinance. 4, USE OF PREMISES: Lessee shall submit a proposed plan of development of the property with this bid, which plan shall constitute a part of this Lease (attached). Lessee agrees to resitict the use of the premises to the purposes proposed in the said pian and in its response to the Lessor's RFP # BCC 09-12 and not to use, or permit the use of the premises for any other purpose not specifically stated without first obtaining the consent in writing of Lessor. 5. COMPLIANCE WITH LAW: During the continuance of this Lease, the leased premises shall not be used for any purpose or construction shall not be commenced or pursued in violation of any federal, state, county or local statute or ordinance, or of any regulation, order, or directive of a governmental agency, as such statute, ordinance, regulations, orders or directives now exist or may hereafter provide, concerning the use and safety of the premises or the construction thereon. 6, LESSEE'S RIGHTS AS TO SIGNS: Lessee may, at its own risk and expense, erect or place in a lawful manner signs concerning its activities on the premises. Lessee shall maintain such signs in a good state of repair, and shall repair any damage that may have been done to the premises by the erection, existence, or removal of such signs. At the end of the lease term or any renewal thereof, Lessee shall remove the signs at its expense if requested to do so by Lessor, 7, RIGHT OF LESSEE TO MAKE IMPROVEMENTS OR ALTERATIONS: Lessee shall not improve or alter the demised premises in any manner without the prior written consent of Lessor but shall, before making any improvements or alterations, submit plans and designs therefore to Lessor for its approval, including a proposed time schedule for completion. In the event that the plans and designs are disapproved, such improvements or alterations shall be made only with such changes as may be required by Lessor. All Improvements or alterations erected or made on the demised prernises shall on expiration or sooner termination of this Lease belong to Lessor Last Revised - 07/12/2012 Page 2 without compensation to Lessee. However, Lessor shall have the option, to be exercised on expiration or sooner termination of this lease, to require Lessee to remove any or all such Improvements or alterations. If upon termination or expiration 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}. 8. DUTY TO MAINTAIN PREMISES IN GENERAL: Lessee agrees, af its own expense, to maintain the leased premises and appurtenances thereto in good condition and repair. Lessee agrees to keep the grounds in a clean and orderly condition at all times, this requirement being essential to the continued validity of this Lease. 9, SECURITY: Lessee agrees fo provide at its own expense adequate security guards or personnel to protect its own Interests as well as the visitors and patrons of the property hereby leased. 10. NO ASSIGNMENT OR SUBLEASE WITHOUT LESSOR'S CONSENT: Lessee shall not assign this Lease, or any interest herein, or sublet the leased premises, or any part thereof, or any right or priviege appurtenant thereto, or allow any person other than Lessee and its agents and employees to use the premises or any part of them, without first obtaining Lessor's written consent thereto. Lessor’s consent to one assignment, sublease, or use shall not be a consent to any subsequent assignment or sublease, or occupancy or use by another person. Any unauthorized assignment or sublease shall be void, and shall terminate this lease at Lessor's option. Lessee's interest in this lease is not assignable by operation of law without Lessor's written consent. Lessee shall keep a current list of all its stockholders or partners filed with Lessor. | 11, UTILITIES: Lessee shail at Lessee’s expense, pay for all water, gas, electric power and all other utilities required on the leased premises as related to Lessee's operation from and after the commencement of the term hereof, 12, OPENING & CLOSING TIMES: Lessee shall keep the property open at all times specified In its plan for development which Is attached hereto, unless the written consent of Lessor is obtained to close the same during certain periods of time. 13. INSURANCE REQUIREMENTS: Lessee shall procure and maintain in force during the term of this Lease and any extension hereof, at its expense, public liability insurance in companies and through brokers approved by Lessor, adequate to protect against liability for damage claims through public use of or arising out of accidents occurring in or around the leased premises, in the amounts specified in the Bid Specifications (BCC 09-12), or LastRevised-07/12/2012 Page 3 such other amount as may be required by Subsection (5) of Florida Statutes Section 768.28 (1991) as may be amended from fime to time, whichever amount is greater. Such insurance policy shall name Okaloosa County as an additional insured, and shall insure any liability which Okaloosa County may have. In addition, Lessee shall procure and mainiain Workmen's Compensation Insurance as required by Florida Statutes. The policies shall be delivered to Lessor for keeping, Lessee agrees fo obtain a written obligation from the Insurers to notify Lessor in writing at least 30 days prior fo cancellation or refusal to renew any such policies. Lessee agrees that if such insurance policies are not kept in force during the entire term of this Lease and any extension hereof, Lessor may procure the necessary insurance and pay the premium therefore, and that such premium shall be repaid to Lessor as additional rent at the next annual rental payment. 14, RESTRICTION AGAINST MECHANICS’ LIENS CONSENT OF LESSOR NOT GIVEN: Nothing in this Lease shall be deemed or construed in any way as constituting the consent or request of Lessor, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer, or material man 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 the 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. 15. LEASE BREACHED BY LESSEE'S RECEIVERSHIP, ASSIGNMENT FOR BENEFIT OF CREDITORS, INSOLVENCY, OR BANKRUPTCY: Appointment of a receiver to take possession of Lessee's assets (except a receiver appointed at Lessor's request as herein provided}, Lessee's general assignment for the benefit of creditors, or Lessee's insolvency or taking or suffering action under the Bankruptcy Act is a breach of this lease. 16. LESSOR'S REMEDIES ON _LESSEE'S BREACH: If Lessee breaches this Lease, and fails to cure the breach after thirty (30} days written notice from Lessor, or, if the breach cannot be cured within thirty (30) days, if Lessee fails fo initiate actions to cure the breach and continue in gocd faith to complete the cure as soon as reasonably possible. Lessor shall have the following remedies in addition to his other rights and remedies as provided by law In such event: a, Reentry: Lessor may reenter the premises immediately, and remove all Lessee's personnel and property there from, Lessor may store the property in a public warehouse or at another place of his choosing at Lessee's expense or to Lessee’s account. b. Termination: After reentry, Lessor may terminate this Lease on giving 15 days' written notice of such termination to Lessee, Last Revised ~ 07/12/2012 Page 4 Lessor may recover from Lessee on terminating this Lease for Lessee’s breach all damages proximately resulting from the breach, including but not limited to the cost of recovering the premises, and the wroth of the balance of this Lease over the reasonable rental value of the premises for the remainder of the Lease term, which sum shall be immediately due Lessor from Lessee. c. Appoiniment of Receiver: After reentry, Lessor may procure the appointment of a receiver to take possession of and collect rents and profits from Lessee's business. If necessary, to collect such rents and profits the receiver may carry on Lessee's business and take possession of Lessee's personal property used in the business, including inventory, trade fixtures, and furnishings, and use them in the business without compensating Lessee therefore. Proceedings for the appointment of a receiver by Lessor, or the appointment of a receiver and the conducting by him of Lessee’s business shall not terminate this Lease unless Lessor has given written notice of such termination as provided herein. 17. LESSEE TO PAY LESSOR'S ATTORNEYS' FEES: if Lessor files an action to enforce any covenant of this Lease, or for breach of any covenant herein, Lessee agrees to pay Lessor's reasonable attorney's fees for the services of Lessor’s attorney in the action, such fees to be fixed by the Court. 18. MANNER OF GIVING NOTICE: Notices given pursuant to the provisions of this Lease, or necessary to carry out its provisions shall be in writing, and delivered personally to the person to whom the notice is to be given, or mailed postage prepaid, addressed to such person. Lessor’s address for this purpose shall be Chairman, Board of County Commissioners, Okaloosa County Courthouse, Crestview, Florida 32536. Notices to Lessee shail be to the address first above given, or may be to Lessee at the premises leased, 19, EFFECT OF LESSOR'S WAIVER: Lessor's waiver of a breach of any one covenant or condition of this Lease shall not be deemed a waiver of a breach of others, or of a subsequent breach of the one waived. 20, LEASE APPLICABLE TO SUCCESSORS: This lease and the covenants and hereof apply to and are binding on the heirs, successors, legal representatives, and assigns of the parties. 21. JIMEOFESSENCE: Time is of the essence of this Lease. 22. DAMAGE OR DESTRUCTION BY FIRE, WAR OR ACTS OF GOD: If the premises leased herein are destroyed or damaged by fire, acts of war, or acts of God (including rising water or earthquake) to such an extent that they are rendered untenable in whole or in substantial part, Lessee has (Raa a A Last Revised - 07/12/2012 Page 5 the option of rebuilding or repairing the same. If Lessee elects to rebuild or repair the premises and does so without unnecessary delay, Lessee shall have the option of rebuilding or repairing the same. If Lessee elects to rebuild or repair the premises and does so without unnecessary delay, Lessee shall have the option to continue this Lease for the remainder of its term upon completion of construction or repairs, with the rent to be abated from the date of damage or destruction fo the date of the next commercial utilization of the premises by opening all or any portion of the operations to the general public. Lessee shall give Lessor notice of its intent to repair or rebuild within 30 days from the date of damage or destruction, otherwise this Lease shall terminate be null and void with Lessor retaining any advance rental and any insurance proceeds paid as additional consideration for the execution of this Lease. In the event Lessee elects to rebuild or repair, scid construction shall be completed within 18 months from the date of desiruction or damage. If not completed within 18 months, Lessee shall recommence paying the rental as herein provided, 23. CASUALTY INSURANCE; Lessee will, during the term hereof, at all times have and keep the interest of Lessor in the building or buildings Including all additions, alterations, or improvements, on the premises insured against loss or damage by fire, lightning, rising water, windstorm, hail, explosion, riot, and smoke damage under policies of insurance carried by insurance companies of recognized responsibility and credit and duly authorized to transact? business in the State of Florida. The total amount of such insurance shall be in an amount adequate for the reconstruction of fhe buildings and improvements, with loss or damage arising under such policies made payable to Lessor. Lessee will deposit such policies as issued from time to time with Lessor, All amounts received on such policies shall be available to Lessee for the reconstruction or repair, as the case may be, of any such buildings or Improvements. In case of the work of reconstruction or repair being approved by Lessor and being started promptly and prosecuted with reasonable dispatch, and there being no default on the part of Lessee in the performance and observance of the covenants hereof, the Lessor shall, from the amounts received on such policies and as far as is necessary, pay out the amount or amounts so received on the estimates of any responsible architect having supervision of such construction or repair and cerfifying that the amount of such estimate is being applied to the payment of the reasonable cost of such construction. However, in case of a plan of reconstruction being adopted which will require an expenditure of an amount in excess of the amount held by the Lessor, the Lessor may withhold such payments until such time as it is made to appear to its satisfaction that any amount necessary to provide for such reconstruction or repair, according to the plan adopted, in excess of the amount held by the Lessor has been provided for by Lessee and its application for such purposes assured. Any amount remaining In the a a Last Revised — 07/12/2012 Page 6 i i ; i hands of the Lessor from such source after the restoration or reconstruction of any buildings or improvements as herein required shall, if there is at the time no default on the part of Lessee in the performance of the covenants hereof, be paid to Lessee. In case Lessee elects to rebuild or repair and does not begin the reconstruction or repair of any such building within a period of 6 months after such destruction or damage by casually and does not thereofter prosecute the same with such cispatch as would be necessary, In case of the entire reconstruction of the buildings or improvements, to effect completion of the same within a period of eighteen {18) months thereafter, then the amount so received by the Lessor or any balance remaining in its hands, shall be retained as security for the performance and observance by Lessee of the covenants hereof. In this event, no part thereof shall be paid to Lessee or for reconstruction except with the consent of Lessor and after a restoration of the buildings or improvemenis, it being the option of Lessor in the meantime to terminate this lease on account of such default and retain such amount as liquidated damages resulting to it from the failure of Lessee to promptly and within a reasonable time complete such work or reconstruction or repair. 24. INDEMNITY & HOLD HARMLESS: Lessee agrees to and shall indemnify and hold harmless Lessor against all expenses, liabilities, and claims of every kind including the negligence of Lessor, including reasonable counsel fees by or on behalf of any person or entity arising directly or indirectly 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 demised premises, (3) failure to comply with any law of any governmental authority, or {4) any mechanic's lien or security interest filed against the demised premises, or equipment, materials, or alterations of buildings or improvements thereon. 25. RESTRICTIVE COVENANTS: Lessee Is aware of the restrictive covenants adopted by the Okaloosa Island Authority that requires that the property be used for public park and other recreational activitles/purposes, and covenants not to allow any concessions or other uses of the property that are not consistent with that utilization. Lessee covenants and agrees to abide by and comply with the restrictive covenants applicable to the property hereby leased. 26. CONSTRUCTION: Lessee agrees that they agree to commence construction within a one (1} year period beginning upon the date of execution of this lease by the County, The Lessee also agrees fo have their construction project completed and operational within a two (2) year period beginning from Issuance of the Notice to Proceed. Failure to comply with the above can and will result in cancellation of the lease with a 90-day written notice. Ga Last Revised - 07/12/2012 Page 7 27. 28. 29, 30. 3}, FINANCIAL ASSURANCE; Lessee agrees to provide the County, in writing, a letter showing proposed funding, letters of credit, or financial support indicating the financial ability to facilities this project. This information is to be provided the County within 90. days after issuance of the Notice to Award. Lessee shall obtain all requisite Federal, State & Local Permits and approvals as may be required for construction on the leased property REPRESENTATIVES: The authorized representative for the County shall be: John Hofstad, Public Works Director 1759 S. Ferdon Blvd. Crestview FL 32539 850-689-5772 / 850-689-5786 (F} jhofstad@co.okaloosa.fi.us REPRESENTATIVES: The authorized representative for Dominion Capital shall be: Dominion Capital LLC Blake Rogers, Managing Member 755 Grand Blvd. B105-214 Miramar Beach FL 32550 850-270-1606 / 888-846-4880 (F) dominioncapitallic@gmail.com A Boundary Survey must be obtained by the Lessee prior to the start of construction. MAINTENANCE PAYMENT: Lessee agrees to pay Aquagreen Inc. d/b/a Gulf Coast Marine Center the sum of Thirty-Five thousand ($35,000.00) per annum in advance annually during the term of this Lease and any renewals. This payment will be used for general maintenance of the 17 acre site, The Lessee's proposal and the Request for Proposal are hereby made a part of this agreement as fully and to the same effect as if the same had been set forth at length in the body of this agreement. In the event of any conflict between the terms and conditions of the Lessee’s proposal and the Request for Proposal and this Lease, the terms and conditions of this Lease shall prevail. ey Last Revised — 07/12/2012 Page 8 IN WITNESS WHEREOF Lessee has executed this Lease and Offer to Lease on this the iB day of A tagaat 20/2 LESSEE Zz Déminion Capital Lic (Corporate or Other Seal) BAKE Rogers {Name Print) — Pesitert- Manager Attest: tha Brees (Name Print) - Secretary LESSOR BOARD OF COUNTY COMMISSIONERS OKALOOSA COUNTY, FLORIDA Oyisan Mata GARY J. STANFORD NN DEPUTY CLERK OF CIRCUIT: OKALOOSA COUNTY, FLO a aaa a ae Last Revised ~ 07/12/2012 Page ACKNOWLEDGEMENTS STATE OF FLORIDA COUNTY OF OKALOOSA Before me, the undersigned officer duly authorized to,take acknowledgmenis in the COUNTY and STATE aforesaid, personally appeared bhd, la teh , who under oath, deposes and says that he/she is authorized to execute comracts and lease agreements and that he/she executed the foregoing instrument for the uses and purposes contained therein. Sworn and subscribed before me this 13 day of Aa as ¢ , 2012, AD. RENE BUCKLEY Kou oh Mb, . , State of Flodda 7 Noa Put Salt NOTARY PUBLIC My comm, expies May 12, 2015 My Commission expires: Sufis = Last Revised ~ 07/12/2012 Page 10 ey Description - New Commencing at an fron rod marking the East line of Block 14 Santa Rosa Island, Subdivision of Block 14, as recorded in Plat Book 3, Page 35, Public Records of Okaloosa County, Florida (also the West line of Block 13, Santa Rosa island, Subdivision of Block 13, as recorded in Plat Book 2, Page 84-F of said county) and the Northerly right of way line of US Highway 98 (200 foot right of way), as presently © constructed, proceed North 85 degrees 52 minutes 00 seconds West 27.03 feet along said Northerly right of way line to the Point of Beginning; thence continue North 85 degrees 52 minutes 00 seconds West 612.62 feet along said right of way line; thence departing right of way line proceed North 04 degrees 08 minutes 00 seconds East 120,00 feet; thence South 85 degrees 52 minutes 00 seconds East 146.23 feet; thence North 81 degrees 12 minutes 53 seconds East 99.51 feet; thence North 34 degrees 54 minutes 27 seconds East 129.07 feet; thence North 67 degrees 10 minutes 10 seconds East 69.31 feet; thence North 88 degrees 31 minutes 04 seconds East 20.00 feet: thence South 61 degrees 29 minutes 09 seconds East 239.41 feet: thence South 08 degrees 14 minutes 00 seconds West 197.33 feet to the Point of Beginning. Said parcel ’ contains 2.83 acres, more or less. Bearings are referenced to the Northerly right of way line of US Highway 98 equal to North 85 degrees 52 minutes 00 seconds West per recorded plat, ; “EXHIBIT A” life Refuge 3.6 Ac. +1. Last Revised - 01/26/2012 5 ee ete me ee eee a ,) eel: 00-2S-24-2185-0018-0000._ Island Golf Property ee - ee . ; wee Wee >E = ——— StreetCenieriines : : Parcel E Vt —_ eel n a . a is C_] asemen 1 inch = 222 feet ET