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

. 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