Okaloosa County BOCC — August 24, 2013 — reading text

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 Packet Pg. 290  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 Packet Pg. 291  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 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. XXIV. ENVIRONMENTAL LIABILITY OF THE GRANTOR Grantee does not assume any of Grantor’s liability or responsibility for environmental impacts and damage resulting from Grantor’s activities; however this provision does not relieve Grantee of any obligation or liability it might have or acquire with regard to third parties or regulatory authorities by operation of law. XXV. ABANDONMENT OR TERMINATION OF EASEMENT This Grant may be terminated in whole or in part by the Grantor for Grantee’s failure to comply with the terms of this grant and Grantor may terminate it for any part of the Easement Area that is abandoned or not used by the Grantee for 24 consecutive months. The Grantor shall give written notice of any termination, which shall become effective 120 days after the date of such notice, unless the Grantee commences use or reuse of the unused portion of the Easement Area within that time. XXVI. DAMAGE TO OR REMOVAL OF GOVERNMENT PROPERTY If Grantee or any other person acting in its place causes any disturbance or damage to any Government property or improvements in the Easement Area or Grantor’s adjacent property, Grantee, its successors and assigns shall promptly restore them as nearly as may be reasonably possible to the same condition as existed prior to such disturbance or damage to the satisfaction of the Grantor; provided, however, that if Grantor confirms in writing that it no longer needs the improvements and Grantee provides for their complete demolition, removal, and restoration of the easement area satisfactory to Grantor, they need not be restored or replaced. If any Air Force property or improvements in the easement area will be removed to accommodate Grantee’s use of the easement and Grantor does not waive their replacement, Grantee shall replace them in locations approved by Grantor with facilities having substantially similar design characteristics, being of the same category, construction, size, and capacity as those replaced, located on an appropriately restored site. Grantee shall not remove or excavate soil or paved surfaces without prior written approval of the Grantor and the Grantee shall promptly restore the Easement Area to substantially the same condition that existed immediately before the removal or excavation. Standard Outgrant Easement Page 7 of 10 SAF/GCN-RPO March 2010 Packet Pg. 292  Document Number: FTFA-EG-2-13-004 XXVII. REMOVAL OF GRANTEE IMPROVEMENTS A. Upon the expiration, abandonment, or termination of the easement, Grantor may elect, in its sole discretion, to require Grantee to remove all its improvements and other property from the premises and restore the Easement Area at Grantee’s sole expense to substantially the same condition that existed immediately before the grant, all to Grantor’s satisfaction. Grantor shall give notice to Grantee of such election within a reasonable time after learning of Grantee’s abandonment, or together with Grantor’s notice of termination. Alternatively, at those same times, Grantor may elect and give written notice to Grantee that some or all of Grantee’s easement improvements and any other property Grantee may leave on the Easement Area will revert or be transferred to Grantor. Such reversion or transfer in lieu of Grantee’s removal and restoration obligation shall be automatic and at no cost to Grantor and shall be effective on the easement term expiration date or the effective date of any abandonment or termination, without additional consideration therefore. Grantee shall execute any documentation reasonably requested by the Grantor to confirm any transfer or conveyance. B. If Grantee fails to timely satisfy its removal and restoration obligations, then at Grantor’s option, Grantee’s improvements and personal property located on the Easement Area shall either become Grantor’s property without compensation therefore or the Government may cause them to be removed or destroyed and the Easement Area to be so restored at the expense of Grantee; and no claim for damages against Grantor, its officers, employees, agents, or contractors shall be created by or made on account of such removal or destruction and restoration work. Grantee shall reimburse Grantor for any expenses it incurs to restore the Easement Area to the condition required by this grant within thirty (30) days after the Government provides written notice to Grantee of the reimbursement amount together with reasonable documentary support of the reimbursement amount. XXVIII. REMEDIES FOR NON-COMPLIANCE In the event the Grantee fails to comply with any obligation under this Grant, the Grantor may pursue monetary damages, equitable relief, or both, and the Grantee shall reimburse the Grantor for its attorney fees and costs. XXIX. ASSIGNMENT The Grantee may not assign this Grant without the prior written consent of the Grantor. Standard Outgrant Easement Page 8 of 10 SAF/GCN-RPO March 2010 Packet Pg. 293  Document Number: FTFA-EG-2-13-004 XXX. AUTHORIZED REPRESENTATIVES AND NOTICES Any written notices under this instrument shall be made by mailing or hand delivering such notice to the parties at the following addresses. GRANTOR: Brig Gen David A. Harris Commander, 96th Test Wing 101 West D Ave Suite 132 Eglin AFB FL 32542 GRANTEE: Okaloosa County Board of Commissioners 1759 South Ferdon Blvd Crestview FL 32536 IN WITNESS WHEREOF, I have hereunto set my hand the ________ day of ______________, 20________. THE UNITED STATES OF AMERICA by its Secretary of the Air Force By: _______________________________ DAVID A. HARRIS Brigadier General, USAF Commander, 96th Test Wing Standard Outgrant Easement Page 9 of 10 SAF/GCN-RPO March 2010 Packet Pg. 294  Document Number: FTFA-EG-2-13-004 ACCEPTANCE The Grantee