Okaloosa County BOCC — August 24, 2013 — Grant of Easement — reading text

OTHER GRANTS OF ACCESS This Grant is subject to all outstanding easements, rights-of-way, rights in the nature of an easement, leases, permits, licenses, and uses (collectively, “Outgrants”) for any purpose affecting the Easement Area. The Air Force may make additional Outgrants and make additional uses that may affect the Easement Area. However, any such additional Outgrants shall not be inconsistent with the use of the Easement Area by the Grantee under this Easement. X. GRANTEE’S IMPROVEMENTS At least 30 days before doing any work to repair, build, alter, modify, or demolish any improvements in the Easement Area, Grantee shall give written notice of its plans to the Base Commander through the Base Civil Engineer, who shall have the right to review and approve or reasonably modify the plans and to place reasonable restrictions on Grantee’s access, equipment, methods, materials, and manpower related to accomplishing the work, in order to ensure it is done consistent with Grantor’s use of the Easement Area and the operation of the base. In the event all or any portion of the Premises shall be needed by the United States or in the event the presence of Grantee’s property shall be considered detrimental to governmental activities, Grantee shall, from time-to-time and at Grantee’s expense, upon notice to do so, and as often as so notified, remove or relocate its property to such other location or locations on the Premises (or substitute land of Grantor which shall then become part of the Premises) as may be designated by said officer, and in the event Grantee’s property shall not be removed or relocated within thirty (30) days after any aforesaid notice, the United States may cause the same to be done at the expense of the Grantee. XI. NO OBSTRUCTIONS Neither party shall use the property nor construct, erect, or place any objects, buildings, structures, signs, or wells of a permanent nature on, under or over the Easement Area that will unreasonably interfere with the other Party’s use of the premises, as set out in this Grant or its reservations. Standard Outgrant Easement Page 3 of 10 SAF/GCN-RPO March 2010  Document Number: FTFA-EG-2-13-004 XII. GENERAL INDEMNITY The Grantee 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 Grantee, whether tortuous, contractual, or other, except, to the extent the Grantee 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 or death of a person to the extent that the Grantee’s negligent management of contaminated soils caused, or contributed to, such damage, injury, or death. Nothing in this Agreement shall contractually obligate Grantee to exceed the limits of the limited waiver of sovereign immunity provided by Florida law. In accordance with Section C, Environmental Response, the Grantee shall not be required to indemnify the Government for Losses that are both caused by pre-existing environmental conditions and not caused by the negligence, misconduct, or recklessness of the Grantee. XIII. LIMITATION OF GRANTEE RIGHTS Except as is reasonably required to effect the purpose of this Grant, the Grantee has no right of use, license, easement, servitude, or usufruct, for any purpose, by necessity or otherwise, express or implied, on, over, across, or under any of the real property of the Grantor, and the Grantee agrees not to assert any such right or interest by reason of this Grant. XIV. INSURANCE Grantee shall maintain the following insurance coverage on which the Government shall be an Additional Named Insured: A. Commercial general liability insurance using the most recent occurrence form or its equivalent, covering personal injury, bodily injury, premises, operations, products, completed operations, and independent contractors. That insurance shall provide coverage for the contractual liability assumed by the Grantee and shall afford immediate protection at the time of the Term Beginning Date, and at all times for each occurrence and aggregate amount no less than as described in the insurance policy period dated 10/01/2012 to 10/01/2013 at EXHIBIT D. B. All policies of insurance which this grant requires the Grantee or any contractor to purchase and maintain, or cause to be purchased and maintained, shall be underwritten by insurers authorized to underwrite insurance in the state where the Easement Area are located. In all policies, Grantor shall be named as additional insured for its interest in, but not limited to, the Easement Area and any personal property included thereon (under ISO forms CG 2011 and CG 2028 or their equivalents). Grantor shall appear in all policies as “United States of America, c/o Air Force Real Property Agency.” All policies shall provide (a) that no cancellation, reduction in amount, or material change in coverage shall be effective until at least sixty (60) days after receipt by the Government of written notice; (b) that the insurer shall have no right of subrogation against the Government; and (c) shall be reasonably satisfactory to Grantor in all other respects, including, without limitation, the amounts of coverages and deductibles from time Standard Outgrant Easement Page 4 of 10 SAF/GCN-RPO March 2010  Document Number: FTFA-EG-2-13-004 to time. In no circumstances will Grantee be entitled to assign to any third party rights of action that the Grantee may have against Grantor. Notwithstanding the foregoing, any cancellation of insurance coverage based on nonpayment of the premium shall be effective upon thirty (30) days’ written notice to Grantor. Grantee understands and agrees that cancellation of any insurance coverage required to be carried and maintained by Grantee or contractor under this grant will constitute a failure to comply with its terms, and Grantor shall have the right to terminate the easement upon receipt of any such cancellation notice, if Grantee fails to cure such noncompliance promptly. XV. AIRFIELD CONSTRUCTION Any new construction or alteration at the end of the runway, or within lateral clear zones for the runway, shall comply with any applicable Air Force requirements, such as those contained in Air Force Manual 32-1123(1) entitled "Airfield and Heliport Planning and Design," dated May 1, 1999. XVI. PRESERVATION OF CULTURAL AND NATURAL RESOURCES A. The Grantee shall comply with the base Cultural Resource Management Plan which calls for preservation of cultural resources, if any, on the installation. B. The Grantee shall comply with the base Integrated Natural Resources Management Plan which calls for protection of natural resources or endangered species, if any, on the installation. XVII. GRANTEE PERMITS Grantee shall be responsible for and obtain, at its sole expense, any approvals, permits, or licenses which may be necessary to the construction and operation of improvements within the Easement Area, in compliance with applicable law. XVIII. ENVIRONMENTAL CONDITIONS The Grantor discloses to the Grantee the information described in the attached EXHIBIT E. The Grantee acknowledges that it has reviewed, or has been afforded the opportunity to review, these documents and any other representations of the Grantor contained in exhibits attached to this Grant. XIX. ENVIRONMENTAL COMPLIANCE Grantee shall comply with all applicable federal, state, and local laws, regulations, and standards for environmental protection, including flood plains, wetlands, and pollution control and abatement, as well as for payment of all fines and assessments by regulators for the failure to comply with such standards. Grantee shall also indemnify the Grantor to the full extent permitted by law for any violation of such law, regulation, or standard and shall also reimburse the Grantor for any civil or criminal fines or penalties levied against the Grantor for any Standard Outgrant Easement Page 5 of 10 SAF/GCN-RPO March 2010  Document Number: FTFA-EG-2-13-004 environmental, safety, occupational health, or other infractions caused by or resulting from Grantee’s action or inaction or that of its officers, agents, employees, contractors, subcontractors, sub-grantees, licensees, or the invitees of any of them. In the event that any actions by Grantee including those of its officers, agents, employees, contractors, subcontractors, sub-grantees, licensees, or invitees cause or contribute to a spill or other release of a substance or material, Grantee shall conduct any required cleanup, abatement, or response action in accordance with all applicable federal, state and local laws and regulations or, at the discretion of Grantor, indemnify Grantor for all costs of completing such cleanup, abatement, or response action. XX. ENVIRONMENTAL USE RESTRICTIONS Grantee will also comply with the terms of the "Environmental Use Restrictions" set out in the attached Exhibit F. XXI. HAZARDOUS MATERIALS AND HAZARDOUS WASTE Grantee shall not bring toxic or hazardous material, hazardous wastes, or hazardous substances upon the Easement Area. The Grantee shall be responsible for the cost of proper disposal of hazardous substances, or solid and hazardous wastes generated by its activities under this Grant. The Grantor may require the Grantee to utilize its on-base centralized systems for the handling, treatment, storage, and disposal of solid and hazardous wastes. Grantee will comply with any applicable Eglin AFB, Florida spill prevention control and countermeasure plan, and any applicable hazardous materials or hazardous wastes management plan. XXII. GRANTOR ENVIRONMENTAL REMEDIATION In the exercise of any rights under this Grant, the Grantee will not conduct, or permit to be conducted, any activities, or allow any condition, that disrupts any environmental remediation activities of the Grantor on the Easement Area, or on any premises adjacent or contiguous to the Easement Area, or that would adversely affect the effectiveness of those remediation activities, including, without limitation, A. It shall not apply water upon the surface of the Easement Area in any amount or manner that could impact the migration of contaminated ground water; B. It shall not drill below the surface or use ground water drawn from the upper-most aquifer, unless the Grantor first determines that there will be no adverse impacts on its cleanup process; and C. It shall not conduct any construction work that would interfere with, negatively impact, or restrict access to, any cleanup work. XXIII. ENVIRONMENTAL INDEMNIFICATION The Grantee 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 Standard Outgrant Easement Page 6 of 10 SAF/GCN-RPO March 2010  Document Number: FTFA-EG-2-13-004 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 Grantee, whether tortuous, contractual, or other, except to the extent the Grantee is prohibited from