Attachment C.4.docx

State of South Carolina Department of Parks, Recreation, and Tourism

Competitive Negotiations Attachment C.4 Sub-Lease Agreement

RFP Solicitation No. 5400030061

Proposed Sublease Terms The State proposes to include all the following terms in the Sublease resulting from this solicitation. You may state an exception to any of the terms in this Attachment. If you do so, you must:

a. Identify the term(s) on an attachment to your proposal;

b. Explain why you take exception to the State’s language;

c. Indicate what change or alternative language you propose;

d. Clearly identify why the acceptance of your change or alternative language would be advantageous to the State.

The State will interpret the absence of an exception to a term as your acceptance of that term.

When the apparent successful bidder (Sublessee) has been determined, the agreed upon lease terms will be incorporated into a fully integrated document that will serve as the final contract.

Selected terms to be included in the lease are set forth below. The lease itself will provide additional terms.

1. The Sublessee’s possession and use of the Subleased Premises is expressly made subject and subordinate to the Prime Lease. Sublessee’s possession and use of the Subleased Premises shall at all times be subject to the rights of the Lessor set forth in the Prime Lease

2. The Sublessee shall abide by and observe all the terms, conditions, restrictions and limitations imposed upon Sublessor pursuant to the Prime Lease. Sublessee shall not do or cause to be done or suffer or permit any act to be done in connection with Sublessee’s particular use and occupancy of the Subleased Premises which would constitute a violation of the terms, conditions or requirements of the Prime Lease or would constitute a default in the terms of the Prime Lease. Sublessee agrees that if there is any direct conflict between the provision of the Sublease and any provision of the Prime Lease, the provisions of the Prime Lease shall prevail.

3. Sublessor will pay quarterly rent of an amount defined under the requirements of the RFP.

4. In addition to the rent, the Sublessor shall be solely responsible for paying all utilities and fees associated with the proposed project, and shall make timely payment of all ad valorem, fee-in-lieu of property tax and similar taxes assessed in connection with the Sublease or Prime Lease.

5. To measure progress toward the initial completion of the master plan, Sublessee agrees to use its best efforts, in a good and workmanlike manner, to achieve a negotiated development timetable.

6. The Sublessee is responsible, alone or in partnership, for providing all the financing required for the Project with no recourse to SCPRT and without encumbering SCPRT property or assets.

7. SCPRT will require a termination for convenience clause in the Lease Agreement that will provide it with a mechanism to voluntarily terminate the Lease should such an action become critical to its future operation. The terms of the termination rights will be established through the RFP and will be based upon terms that are commercially reasonable.

8. SCPRT will require a termination in the case of default clause in the Lease Agreement that will provide it with a mechanism to terminate the Lease in the event of default. The terms of the termination clause will be established through the RFP and will be based upon terms that are commercially reasonable.

9. The Sublessee will defend, indemnify, and hold harmless SCPRT, its officers, employees, and agents, from and against any and all liability, claims, liens, judgments, expenses, and costs which result from, or in any way arise out of, connection with the Sublessee’s management of the leased property.

10. The Sublessee will be required to agree to a policy of nondiscrimination against any subcontractor, consultant, employee, or applicant for employment of race, color, religion, age, sex, sexual orientation or national origin. The Offeror shall conform to all State and Federal laws, executive orders and rules and regulations relating thereto.