Okaloosa County BOCC — November 5, 2013 — United Airlines Extension & Coord — reading text

RECEIVE NOV 15208 CONTRACT & LEASE INTERNAL COORDINATION SHEET Contracl/Lease Number, Lp 3 nl) Coes © AP Contractor/Lessee Name: LAL ITE Au pl mgs Grant Funcied: YES__. NOYS Purpose: Finer Amen)... erentniie-Lence Ts 1-30 ~ 2016 Date/Term: | et" Ze 16> te BOSEP Wik 1. [] GREATER THAN $50,000 Amount: 2, [2] GREATER THAN $25,000 Department Areeomrs 3, (C) $25,000 OR LESS | Dept Monitor Name: HaS@a ng vA Maue@izis Document hes been reviewed cand Includes any attachments or exhibtts. tracking Number: 7 Te -t 4 Purchasing Raview Z Loft 4 i Date: //" 13-12 Gleoresing Digector or “Ae ignee Nene arginine Risk Management Review sop vy) 19), 4 Date: Aut Isfz > Risk He or nae otcorunee rv. County Atorney Review as win Date: f County Attorney Following Okaloosa County approval: Contract & Grant Document has been recelvec: Contracts & Grants Manager 4g Ca f UNITED CONTRACT | Sie, OU Final Document 8/27/13 FIRST AMENDMENT TO AMENDED AND RESTATED SIGNATORY AIRLINE OPERATING AGREEMENT AND TERMINAL BUILDING LEASE This first amendment ("Amendment") to the Amended and Restated Signatory Airline Operating Agreement and Terminal Building Lease by and between Okaloosa County, Florida ("County") and United Airlines, Inc. ("Airline"), a corporation doing business under the laws of the State of Delaware, is entered into this day of , 2013. WITNESSETH: WHEREAS, County and Continental Airlines, Inc. ("Continental") heretofore entered into an Amended and Restated Signatory Airline Operating Agreement and Terminal Building Lease ("Agreement") for the use of Northwest Florida Regional Airport ("Airport"), the lease of space within the Terminal Building of the Airport, and the payment of Rentals, Fees and Charges for Continental's use of the Airport and lease of space; and WHEREAS, the Agreement is for an initial term commencing October 1, 2010 and expiring September 30, 2013; and WHEREAS, Continental changed its name to "United Airlines, Inc." during the initial term of the Agreement; and WHEREAS, County and Airline desire to extend the term of this Agreement for an additional 3-year term commencing October 1, 2013 and expiring September 30, 2016; NOW, THEREFORE, the parties hereto for and in consideration of the mutual covenants contained herein and in further consideration of the terms, conditions and covenants of the Agreement hereby amend the Agreement as follows: 1. Section 5.01 - Term of Agreement shall be amended effective October 1, 2013 to add the following: "The term of this Agreement shall be renewed for the additional period commencing October 1, 2013 and, unless sooner terminated pursuant to the provisions of this Agreement, shall expire on September 30, 2016 (the "Renewal Term"), provided, however, that this Agreement shall be subject to termination at the end of the second year of the Renewal Term (September 30, 2015) either (i) by 1 of 6 County notifying all Signatory Airlines which are parties to a Signatory Airline Operating Agreement and Terminal Building Lease of its intention to terminate the same at least ninety (90) days prior to the expiration of the first year of the Renewal Term or (ii) by a Majority In Interest of the Signatory Airlines, under either subsection (i) or (ii) of said definition in Section 1.01, notifying County of their intention to terminate by the same date." Paragraph B of Section 13.01 - Indemnification of the Agreement shall be amended effective October 1, 2013 to read as follows: "Without limiting Airline's liability pursuant to Paragraph A above, Airline shall protect, defend, reimburse and indemnify County and its past, present and future officers and Airports Directors and employees and agents, and each of them, and shall hold County and its past, present and future officers and Airports Directors and employees and agents, and each of them, harmless at all times from and against any and all liabilities, losses, fines, damages of whatever nature, causes of action of every kind and character, whether or not meritorious, suits, claims, demands, judgments, awards, settlements, costs and expenses including, without limitation, payments of claims or liabilities, including payments of reasonable attorney fees and environmental inspection costs: (1) resulting from or incident to Airline's use and occupancy of the Leased Premises or Assigned Apron or other areas or facilities at the Airport or in connection with or incident to the conduct of Airline's Air Transportation Business under this Agreement; (2) arising out of the use of any fuels or other products, contaminants' spillage, seepage or contamination, any noise pollution or any other injury or damage in relation to health, safety, environmental protection, (including any contamination of Airport property such as the soil or storm water by fuel, gas, chemicals or other substances deemed by the Environmental Protection Agency (EPA) to be environmental contaminants at the time this Agreement is executed or as may be redefined by the appropriate regulatory agencies in the future); or (3) arising from the lack of sanitation, good order, security, fire precautions, traffic control or operations or maintenance, during the term of this Agreement. Airline's obligations of liability and indemnification, as aforesaid, including those contained in provisions (1) through (3) above, shall apply only if caused by Airline or any of its agents, employees, licensees, contractors, subcontractors or suppliers, and in addition shall not apply to the extent the same is caused by the negligence or willful act or omission of County, provided, however, the foregoing condition of limitation and exception shall not apply to any County negligence required to be covered by Airline’s insurance pursuant to Section 13.02 of this Article 13 or to any specific sole obligation of indemnity required of Airline under this Agreement." 2 of 6 3. 4, Section 16.11- Environmental of the Agreement shall be amended effective October 1, 2013 to add new Paragraph I to read as follows: "I. For purposes of this Section 16.11 and Section 16.12 - Airline's Environmental Indemnity of this Agreement, the following capitalized terms shall have the following meanings: 1. "Environmental Laws" means every applicable law, ordinance, rule, regulation, permit, permit condition, order, and directive regulating, relating to, or imposing liability standards of conduct, relating with respect to any Hazardous Materials, or to environmental matters, including, without limitation, those relating to fines, orders, injunctions, penalties, damages, contribution, cost recovery compensation, losses, or injuries resulting from the release or threatened release of any Hazardous Materials, or regulating or relating to the generation, use, storage, transportation, or disposal of any Hazardous Materials. 2. "Environmental Permits" means all permits, licenses, approvals, authorizations, consents, and _ registrations required by any Environmental Laws, whether Federal, state or local, which pertain to the production, use, treatment, generation, transportation, processing, handling, disposal, or storage of any Hazardous Materials. 3. "Environmental Remediation" means and includes any response; remedial, removal or corrective action; activity to cleanup, detoxify, decontaminate, contain or otherwise remediate any Hazardous Materials or underground storage tank; action to prevent, cure or mitigate any release of a Hazardous Material; action to comply with any Environmental Laws or with any Environmental Permits issued pursuant thereto related to a release; and inspection, investigation, study, monitoring, assessment, audit, sampling and testing, laboratory or other analysis, or evaluation relating to the release of any Hazardous Materials or an underground storage tank. 4. "Hazardous Materials" means friable asbestos or asbestos-containing materials, polychlorinated biphenyls (PCBs), petroleum, or crude oil or any fraction thereof, natural gas, source material, special nuclear material, and byproduct materials regulated under Environmental Laws, pesticides regulated under Environmental Laws, and any hazardous waste, toxic or dangerous substance or related material, including any material defined or treated as a hazardous substance, hazardous waste, toxic substance, or contaminant (or comparable term) under any of the Environmental Laws." All other terms and conditions of this Agreement shall remain in effect, unamended, for the extended, additional term provided for above. 3 of 6 IN WITNESS WHEREOF, the parties hereto have executed these presents as of the day and year first above written. ATTESTS: BOARD OF COUNTY COMMISSIONERS OKALOOSA COUNTY, FLORIDA BY: Gary J. Stanford, Deputy Don R. Amunds Clerk of Circuit Court Chairman UNITED AIRLINES, INC. Sucheta Misra “Nathan Lopp Assistant Secretary Managing Director - Airport Affairs CORPORATE SEAL: 4 of 6 ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF OKALOOSA Before me, the undersigned officer duly authorized to take acknowledgments in the COUNTY and STATE aforesaid, personally appeared DON R. AMUNDS, Chairman, and GARY J. STANFORD, Deputy Clerk, Board of County Commissioners of Okaloosa County, Florida, and they respectively acknowledged executing and witnessing the foregoing instrument freely and voluntarily under authority duly vested in them by said COUNTY and STATE, and that the seal affixed thereto is the true seal of said COUNTY. SWORN AND SUBSCRIBED before me this day of , 2013. NOTARY My commission expires: 5 of 6 ACKNOWLEDGMENT STATE OF ILLINOIS COUNTY OF DU PAGE Before me, the undersigned officer duly authorized to take acknowledgments in the COUNTY and STATE aforesaid, personally appeared NATHAN LOPP, Managing Director - Airport Affairs, and Sucheta Misra, Assistant Secretary , who under oath depose and say that they are the representatives of UNITED AIRLINES, INC. duly authorized respectively to execute and witness contracts and lease agreements on behalf of said Airline, and that they respectively acknowledge executing and witnessing the foregoing instrument for the uses and purposes contained therein. SWORN AND SUBSCRIBED before me this 31st day of October , 2013. NOTARY My commission expires: 08/08/2015 QPFICIAL SEAL LAURA A ASMUSSEN NOTARY PUBLIC, STATE OF ILLINOIS MY COMMISSION EXPIRES 08/08/2015 6 of 6 ACOR D DATE(MM/DDIYYYY) co CERTIFICATE OF LIABILITY INSURANCE 08/08/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies}) must be endorsed. If SUBROGATION 1S WAIVED, subject to a the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the = certificate holder in lieu of such endorsement(s). 4 PRODUCER CONTACT 3s Aon Risk Services Central, Inc. AE (866) 26307122 FAX (00) 363-0105 ~ Chicago IL office (A/G. No. Ext): (AG. No): a 200 East Randolph E-MAIL so Chicago IL 60601 USA ADDRESS: xr INSURER(S) AFFORDING COVERAGE NAIC # , (INSURED INSURER A: zurich American Ins Co 16535 united Ai rlines, Inc. and INSURER B; New Hampshire Ins Co 23841 United Contintental Holdings, Inc. 7 = : 7 HDQCI INSURER C: National Union Fire Ins Co of Pittsburgh [19445 233 wacker Drive ‘ Chicago IL 60606 USA INSURER D: INSURER E: INSURER F: COVERAGES -CERTIFICATE NUMBER: 570050947375 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY