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

satisfactory to the Government in all other respects. In no circumstances will the Lessee be entitled to assign to any third-party rights of action that the Lessee may have against the Government. Notwithstanding the foregoing, any cancellation of insurance coverage based on nonpayment of the premium shall be effective upon ten (10) days' written notice to the Government and any Approved Mortgagee. The Lessee understands and agrees that cancellation of any insurance coverage required to be carried and maintained by the Lessee under this Condition 16 will constitute a failure to comply with the terms of this Lease, and the Government shall have the right to terminate this Lease for default and breach pursuant to Condition 8 upon receipt of any such cancellation notice, but only if the Lessee fails to cure such noncompliance to the extent allowed under Condition 8. The Lessee shall deliver or cause to be delivered upon execution of this Lease (and thereafter not less than fifteen (15) days prior to the expiration date of each policy furnished pursuant to this Condition 16), at the Government's option, a certified copy of each policy of insurance required by this Lease as soon as each such policy is made available by the insurer, or a certificate of insurance evidencing the insurance required by this Lease, in a form acceptable to the Government, and including such endorsements necessary to afford additional insured or loss payee status or evidence other conditions as required per provisions above, or both. | 16.5. In the event that any part of the Leased Premises improvements, including the ARFF Facility, is damaged (except de minimis damage) or destroyed, the risk of which is assumed by the Lessee under Condition 16.1 ("Damaged or Destroyed Property"), the Lessee shall promptly give notice thereof to the Government and all Approved Mortgagees. 16.5.1. The Lessee shall, as soon as reasonably practicable after the casualty, restore the Damaged or Destroyed Property as nearly as possible to the condition that existed immediately prior to such loss or damage, subject to Condition 16.5.2. and subject to the limits of property and casualty insurance proceeds, provided under Condition 16. 16.5.2. In the event that the Government and any Approved Mortgagees in consultation with the Lessee determine that the magnitude of Damaged or Destroyed Property is so extensive that the Project cannot be used by the Lessee for its operations and the repairs, rebuilding, or replacement of the Damaged or Destroyed Property cannot reasonably be expected to be substantially completed within nine (9) months of the occurrence of the casualty ("Extensive Damage or Destruction of Improvements"), either Party may terminate this Lease as provided in Condition 8.3. In the event that the Government shall determine that an Extensive Damage or Destruction of Improvements has not occurred, then neither Party shall have the right to terminate this Lease. In the event the Government determines that such an event has occurred, and the Approved Mortgage disagrees with that determination, then the matter 14 shall be determined pursuant to the provisions of Condition 22 of this Lease. If the Parties and any Approved Mortgagees mutually agree to repair, rebuild, and replace less than all Damaged or Destroyed Property, then neither Party shall have the right to terminate this Lease as provided in Condition 8.3. with respect to the Leased Premises on which the Damaged or Destroyed Property that will be repaired, rebuilt, and replaced is situated. Unless this Lease is terminated pursuant to Condition 8.3.,any insurance proceeds received as a result of any casualty loss to the Leased Premises improvements, including the ARFF Facility shall be applied in the following order of priority: (i first, te restoring the damaged area and removing any related debris to the reasonable satisfaction of the Government; (ii) second, to repairing, rebuilding, and/or replacing the Leased Premises improvements, including the ARFF Facility and the damaged area to the reasonable satisfaction of the Government; (iii) third, if required by the Government or any Approved Mortgagee, to the payment of any outstanding liens held by the Government or any Approved Mortgagee, in accordance with the order of priority of such liens, until all such liens are fully satisfied and released, and (iv) fourth, the excess, if any, shall be paid to the Lessee. If this Lease is terminated pursuant to Condition 8.3.2, then any insurance proceeds received as a result of any casualty loss to the Leased Premises improvements, including the ARFF Facility shall be applied to the restoration of the Leased Premises in accordance with Condition10 after repayment of any outstanding mortgage, if any, on the Leased Premises or pursuant to Indenture referred to in Condition 28.2 and thereafter any remaining proceeds shall be applied as provided in subsections (iii) and (iv) above. 17. Compliance with Applicable Laws 17.1. The Lessee shall at all times during the existence of this Lease promptly observe and comply, at its sole cost and expense, with the provisions of all applicable Federal, state, and local laws, regulations, and standards, and in particular those provisions concerning the protection of the environment and pollution control and abatement and occupational safety and health. Further, with respect to any facilities on the Leased Premises that are jointly used by the Lessee and the Government, the Lessee shall comply with all Air Force safety, health, and fire regulations, standards, technical orders, and procedures in common use work and operating areas, including ramps and taxiways. 17.2. The Lessee shall comply with all applicable state and local laws, ordinances, and regulations with regard to construction, sanitation, licenses, or permits to do business, and all other matters. The Lessee shall be responsible for determining whether it is subject to local building codes or building permit requirements, and for compliance with them to the extent they are applicable. 17.3. Nothing in this Lease shall be construed to constitute a waiver of Federal Supremacy or Federal sovereign immunity or the sovereign immunity of the Lessee. 17.4, Responsibility for compliance as specified in this Condition 17 rests exclusively with the Lessee. The Government assumes no enforcement or supervisory responsibility except for matters committed to its jurisdiction and authority. The Lessee shall be liable for all costs 15 associated with compliance, defense of enforcement actions or suits, payment of fines, penalties, or other sanctions and remedial costs related to Lessee’s use of the Leased Premises. 17.5. The Lessee shall have the right to contest by appropriate proceedings diligently conducted in good faith, without cost or expense to the Government, the validity or application of any law, ordinance, order, rule, regulation, or requirement of the nature referred to in this Condition. The Government shall not be required to join in or assist the Lessee in any of those proceedings. 18. Construction and Alterations 18.1. The Lessee shall not place, construct, or make any structures, alterations, or additions to, or installations upon, or otherwise modify or alter the Leased Premises in any way without the prior written consent of the Commander which consent shall not be unreasonably withheld or denied. (All of the activities in the preceding sentence shall be referred to cumulatively as “Alterations.”) 18.1.1. The Commander’s consent to Alterations may include a requirement to procure a performance and payment bond, or similar financial assurances, satisfactory to the Government in all respects, and other requirements deemed necessary to protect the interests of the Government. For Alterations in the proximity of operable units that are part of an IRP site, consent may include a requirement for written approval by the Commander. 18.1.2. Except as the Commander’s written consent shall expressly provide otherwise, all approved Alterations shall become Government property when annexed to the Leased Premises. Notwithstanding the foregoing provision, the ARFF Facility constructed by Lessee shall remain the property of Lessee, except as provided under Condition 8. 18.2. All plans for Alterations pursuant to Condition 18.1 above (Alterations Plans) must comply with the provisions of Conditions 11 and 25 and be approved in writing by the Commander before the commencement of any construction project. In addition, the designs for all Lessee connections to the Base’s utilities (Utility Designs) shall comply with applicable State or local construction standards or in the absence of any, with Department of Defense/Air Force (DoD/AF) construction standards, and be subject to review and approval by the Commander. DoD/AF construction standards are available through the office of the Commander. The Lessee shall submit any Alterations Plans and Utility Designs to the Commander for approval. Any additional information needed by the Government to complete its review shall be provided promptly by the Lessee upon receipt of any Government request. 18.3. The Government review process for either a construction project or a utility connection will be completed within thirty (30) days of receipt of all plans and specifications required by the Government for its review. In the event problems are detected during the review, immediate notice will be provided by telephone to the Lessee or its representative designated in writing for the purpose. Approval will not be unreasonably withheld. 18.4, AH Alterations shall be made in accordance with the approved Alterations Plans and Utility Designs and without cost to the Government. The Lessee shall not proceed with excavating, demolition, or construction until it receives written notice from the Government that the Alteration Plans and/or Utility Designs are acceptable to the Government. The Lessee shall allow no disposal 16 of excavated material except in approved areas and with the express written consent of the Commander. 18.5. All matters of ingress, egress, contractor haul routes, or other access on or across Base land not included in this Lease shall be coordinated with the Government through the Commander. All excavating, demolition, and construction activity shall be accomplished during periods (including hours of the day) acceptable to that officer. 18.6. The Commander is authorized to grant approvals and consents under this Condition. 18.7. Any disapproval may be reviewed by the Director, AFCEC/CI, at the written request of the Lessee, but that review is discretionary. A request by the Lessee for review will be submitted to the Commander, who will forward it through channels with comments within ten (10) business days after receipt of the request. 19. Utilities and Services 19.1. The Lessee shall provide utility connections to connection points as detailed in the construction design documents and plans. The Government will connect the ARFF to existing or new Government installed utilities on Eglin AFB. Utility costs during both construction and operation of the ARFF are the responsibility of the Government. 20. Notices 20.1. Whenever the Government or the Lessee shall desire to give or serve upon the other any notice, demand, order, direction, determination, requirement, consent, approval, request, or other communication pertaining to this Lease or the Leased Premises, each notice, demand, order, direction, determination, requirement, consent, approval, request, or other communication shall be given in writing and shall not be effective for any purpose unless it shall be given or served by personal delivery to the Party or Parties to whom the notice, demand, order, direction, determination, requirement, consent or approval, request, or other communication is directed, or by mailing it, in duplicate, to the