Okaloosa County BOCC — November 5, 2013 — USAF Lease of 3 7 acres to Okaloosa County for ARFF — reading text

FFA, if applicable. However, any work below the floor of any structure within any Area of Special Notice that will involve excavating in and/or disturbing concrete flooring, soil and/or groundwater, or will impede or impair any activities under the IRP or the FFA, if applicable, will be subject to the sixty (60) day notice requirement imposed by this Condition 11.20. 11.21 Reserved 11.22. Environmental Access. The Government, EPA, and the state and their officers, agents, employees, contractors, and subcontractors have the right, upon reasonable notice to the Lessee to enter upon the Leased Premises for the purposes enumerated in this subparagraph, and for such other purposes consistent with any provision of the FFA, if applicable: 11.22.1. To conduct investigations and surveys, including, where necessary, drilling, soil and water sampling, testpitting, testing soil borings, and other activities related to the IRP or the FFA, if applicable; 11.22.2. To inspect field activities of the Government and its contractors and subcontractors in implementing the IRP or the FFA, if applicable; 10 11.22.3. To conduct any test or survey required by the EPA or the State relating to the implementation of the FFA, if applicable, or environmental conditions at the Leased Premises or to verify any data submitted to the EPA or state by the Government relating to such conditions; 11.22.4. To conduct, operate, maintain, or undertake any other response or remedial action as required or necessary under the IRP or the FFA, if applicable, including, but not limited to, monitoring wells, pumping wells, and treatment facilities. 12. Maintenance of Leased Premises 12.1. The Lessee, at no expense to the Government, shall at all times protect, preserve, and maintain, and repair the Leased Premises, including any improvements and Government-owned personal property located thereon, as the parties agree. 13. Damage to Government Property 13.1. Any real or personal property of The United States damaged or destroyed by the Lessee incident to the Lessee’s use operation and occupation of the Leased Premises shall be promptly repaired or replaced by the Lessee to the satisfaction of the Commander to the extent payable from Lessee’s insurance coverage required under Condition 16. 14. Access and Inspection 14.1. Any agency of The United States, its officers, agents, employees, and contractors, may enter upon the Leased Premises, at all times for any purposes not inconsistent with Lessee’s quiet use and enjoyment of them under this Lease, including, but not limited to, the purpose of inspection. The Government normally will enter the Leased Premises during regular business hours and give the Lessee at least twenty-four (24) hours prior notice of its intention to do so, unless it determines the entry is required for safety, environmental, operations, or security purposes. The Lessee shall have no claim on account of any entries against The United States or any officer, agent, employee, or contractor thereof. 15. General Indemnification by Lessee 15.1. Except as otherwise provided in this Lease the United States shall not be responsible for damages to property or injuries or death to persons which may arise from, or be attributable or incident to, the condition or state of repair of the Leased Premises, or the use and occupation of them, or for damages to the property of the Lessee, or for damages to the property or injuries or death to the person of the Lessee’s officers, agents, servants, or employees, or others who may be on the Leased Premises at their invitation or the invitation of any one of them. 15.2. Except as otherwise provided in this Lease _ the Lessee shall indemnify, defend, save, and hold the Government harmless to the extent and as limited by the waiver of sovereign immunity provisions of Section 768.28 Florida Statutes, against any and all judgments, expenses, liabilities, claims, and charges of whatever kind or nature (“Losses”) that may arise as a result of the activities of the Lessee, whether tortuous, contractual, or other, except to the extent the Lessee is prohibited from doing so by Federal or State law. Such indemnification also shall include, but not be limited to, any costs or claims arising from, or related to, any damage to property, or injury to 11 or death of a person to the extent that the Lessee’s negligence caused, or contributed to, such damage, injury, or death. Nothing in this Agreement shall contractually obligate Lessee to exceed the limits of the limited waiver of sovereign immunity provided by Florida law. 16. Insurance 16.1. Except as otherwise provided in this Lease, the Lessee shall in any event and without prejudice to any other rights of the Government bear all risk of loss or damage or destruction to the Leased Premises, and any building(s), improvements, fixtures, or other property thereon, arising from any causes whatsoever, with or without fault by the Government, provided, however, the Government shall not be relieved of responsibility for loss or damage that is solely the result of the gross negligence or willful misconduct of the Government to the extent such loss or damage is not covered by coverage of insurance required under this Lease. 16.2. During the entire Lease Term, the Lessee, at no expense to the Government, shall carry and maintain the following insurance: 16.2.1. All-risk property insurance, for actual loss sustained with an extended period of indemnity of one hundred eighty (180) days, on a replacement cost basis, with no coinsurance, for full replacement value of the Leased Premises improvements, including the ARFF Facility. Such replacement value shall be determined by the Government and shall be subject to adjustment at the request of the Lessee not more frequently than once in any twenty- four-month period, unless there have been substantial changes to the ARFF Facility within such period. Such insurance shall have: (i) a deductible no greater than $50,000, unless otherwise approved in writing by the Government; (ii) earthquake, flood, sewer backup, boiler, and machinery coverage with commercially available limits and deductibles approved by the Government; and (iii) terrorism insurance if commercially available at reasonable rates. 16.2.2. Commercial general liability insurance, on an occurrence basis, insuring against claims for bodily injury, death and property damage, occurring upon, in or about the Leased Premises, including any building thereon and adjoining sidewalks, streets, and passageways. Such insurance must be effective at all times throughout the Lease Term, with limits of not less than One Million Dollars ($1,000,000) per occurrence, general aggregate and products and completed operations aggregate, and include coverage for fire, legal liability, and medical payments. Any general aggregate shall apply on a per location or per project basis. The Government and any Approved Mortgagee (“Approved Mortgagee” means any mortgagee or any other party in interest to this Lease approved by the Government. The Trustee referred to in Condition 28.2, including its successor and assigns shall also be an Approved Mortgagee for purposes of this Lease.) shall be named as additional insureds. The additional insureds shall have equal standing with the named insureds for the purpose of submitting claims directly with the insurer. This coverage may be provided under primary liability and umbrella excess liability policies;and shall include: (i) business auto liability insurance that insures against claims for bodily injury and property damage arising from the use of any auto" with a combined single limit of $1,000,000 per accident; (ii} environmental liability or pollution legal liability insurance to the extent available, which includes coverage for mold; and (iii} underground storage tank environmental insurance for any underground storage tanks located on the Leased Premises. Limits of environmental policies, if available, shall be 12 determined and approved by the Government. All liability policies shall be primary and non- contributory to any insurance maintained by the Government or any Approved Mortgagee. The insurance carried and maintained by the Lessee pursuant to this Condition shall provide coverage to protect the Government from any damage and liability for which the Lessee is liable or responsible or agrees to hold harmless and indemnify the Government under this Lease. Proceeds under all policies of insurance carried and maintained to provide the coverage required by Condition 16.2.2 shall be available only for that purpose. 16.3. During the Lease Term, the Lessee either shall carry and maintain the insurance required at its expense, or require any contractor performing work on the Leased Premises to carry and maintain such insurance at no expense to the Government: 16.3.1. Commercial general liability and business auto liability insurance provided for in Condition 16.2.2 shall be maintained for the limits specified thereunder, and shall provide coverage for the mutual benefit of the Lessee, the Government, and any Approved Mortgagee as additional insureds. 16.3.2. Fire and any other applicable insurance provided for in Condition 16, which, if not then covered under the provisions of existing policies, shall be covered by special endorsement thereto in respect to any improvements, structures, alterations, or additions, or installations, including all materials and equipment therefore, incorporated in, on, or about the Leased Premises (including excavations, foundations, and footings) under a broad form all-risks builder's risk completed-value form or equivalent thereof; and 16.3.3. Workers' compensation or similar insurance covering all persons employed in connection with the work and with respect to whom death or bodily injury claims could be asserted against the Government or the Lessee, in form and amounts required by law (statutory limits), and employers' liability, with limits of $500,000 each coverage and policy limit. 16.4. All policies of insurance that this Lease requires the Lessee to carry and maintain, or cause to be carried or maintained pursuant to this Condition 16, shall be effected under valid and enforceable policies, in such forms and amounts as may, from time to time, be required under this Lease, issued by Qualified Insurers (as defined below). "Qualified Insurers" are insurers authorized to do business and to issue the insurance policies required under this Condition 16 in Florida. The Qualified Insurers for a majority of the coverage shall have a long- term unsecured debt rating from a Rating Agency as follows: (i) if from Standard & Poors of no lower than BBB-, or (ii) if from Moody's Investors Services no lower than Baa3. As used in this Lease, "Rating Agency" meaus any nationally recognized credit rating service that at the time has one or more outstanding ratings of any securities issued by the Lessee to fund construction of the Project. All policies issued by the respective insurers for commercial general liability insurance and for the all-risk property insurance provided for above in this Condition 16 shall be for the mutual benefit of the Government, any Approved Mortgagee, and the Lessee and will name the Government and any Approved Mortgagee as additional insureds or loss payees as to their respective interests. Each such policy shall provide that any losses shall be payable notwithstanding any act or failure to act or 13 negligence of the Lessee, the Government, any Approved Mortgagee, or any other person; provide that no cancellation, reduction in amount, or material change in coverage thereof shall be effective until at least sixty (60) days after receipt by the Government and any Approved Mortgagee of written notice thereof; provide that the insurer shall have no right of subrogation against the Government or any Approved Mortgagee; and be reasonably