Okaloosa County BOCC — April 27, 2013 — MSA Amended and Restated Lease Agreement with Exhibits — reading text

contain any exclusion or condition based on the time period for the discovery of, and the making of a claim for any loss, which is less than one year after the expiration date of such bond. In other words, the Performance Bond shall allow the County to make a claim under the Bond for losses, which totally or partially occurred during the period of such Bond. Such extended claim discovery and/or claim reporting period shall be for a period of at least one year or longer after the expiration of such Bond. Such Bond shall not contain any wording, which would allow for the cancellation or reduction in coverage under the Bond, other than at the listed expiration date, provided that 30 days notice of such expiration is given to the County before 9 termination of coverage at any such expiration date. The performance bond, or a portion thereof, shall be payable to the County in the event Operator defaults in any of its monetary obligations to the County hereunder. In the event of Operator default, the amount or portion thereof, of the performance bond payable to the County shall, under no circumstances, exceed the amount of Operator's default. ARTICLE X TAXES AND ASSESSMENTS Operator shall be responsible for and shall promptly pay all property taxes; personal property taxes; all sales and other taxes to include Fire District Assessments measured by or related to the payments hereunder required under law; all license fees; and any and all other taxes, charges, assessments, imposts or levies of any nature, whether general or special, which, at any time, may be in any way imposed by local, state, or federal authorities other than the County, or that become a lien upon Operator, the County, the Leased Premises, or any improvements thereon, by reason of this Agreement or Operator's activities in, or improvements upon, the Leased Premises pursuant to this Agreement. The County warrants and represents that it shall not impose any taxes, assessments, or charges upon Operator during the term of this Agreement, other than assessments and charges authorized by this Agreement, or by any other agreement or agreements with the County. ARTICLE XI INSURANCE AND INDEMNIFICATION Before starting and until termination of this Agreement, the Operator shall procure and maintain insurance of the types and to the limits specified. The term County as used in this section of the Agreement is defined to mean the Okaloosa County itself, any subsidiaries or affiliates, elected and appointed officials, employees, volunteers, representatives and agents. Insurance shall be issued by an insurer whose business reputation; financial stability and claims payment reputation is satisfactory to the County, for the County's protection only. Unless otherwise agreed, the amounts, form and type of insurance shall conform to the following minimum requirements: 1. WORKER'S COMPENSATION The Operator shall purchase and maintain Worker's Compensation Insurance Coverage for all Workers' Compensation obligations Workers' Compensation LIMIT 1) State Statutory 2) Employer's Liability $1 million accident 10 2. AIRPORT LIABILITY, AUTOMOBILE, ENVIRONMENTAL IMPAIRMENT. AND UMBRELLA LIABILITY COVERAGES The Operator shall purchase coverage provided by Property/Casualty Insurance Companies whose rating by the. A.M. Best Company is "A" or better. For Business Auto policies, the Operator shall purchase coverage on forms no more restrictive than Business Auto policies filed by the Insurance Services Office. The County shall be an Additional Insured and such coverage shall be at least as broad as that provided to the Named Insured under the policy for the terms and conditions of this Lease. The County shall not be considered liable for premium payment, entitled to any premium return or dividend and shall not be considered a member of any mutual or reciprocal company. Minimum limits and coverage as outlined below must be provided, with umbrella insurance coverage making up any difference between the policy limits of underlying policies coverage and the total amount of coverage required. Airport liability coverage including bodily injury and property damage liability for premises, operations, products and completed operations, hangar keepers, and independent contractors. The coverage shall be written on occurrence type basis with minimum limits of $10,000,000 combined single limit. Aircraft Liability coverage including bodily injury and property damage liability arising out of the operation of owned and non-owned aircraft. This coverage shall be written on an occurrence type basis with minimum limits of $10,000,000 combined single limit. Business Auto coverage including bodily injury and property damage arising out of operation, maintenance or use of owned, non-owned and hired automobiles and employee non-ownership use. This coverage shall be written on a per accident basis with minimum limits of $5,000,000 combined single limit. Environmental Impairment coverage including spillage, leakage, seeping or the like arising out of the fuel storage tank system (fuel farm), effective for such environmental impairments arising subsequent to the Commencement Date, all of which may be sudden and accidental or over a long period of time. This coverage shall be written on a claim made type basis with minimum limits of $5,000,000 combined single limit or as required by Federal or State Statute. Umbrella Liability coverage shall not be more restrictive than the underlying insurance policy coverage. The coverage shall be written on an occurrence-type basis. Operator and the County understand and agree that the minimum limits and type of insurance herein required may become inadequate, and Operator agrees that it will increase such coverage or Limits of Liability to commercially reasonable levels within ninety (90) days upon receipt of notice in writing from the Airport Director. 11 3. PROPERTY INSURANCE Operator shall maintain in force at all times, property insurance coverage which insures any buildings constructed on the Leased Premises against fire, extended coverage and Standard Insurance Office (ISO) defined "Special Cause of Loss" of physical damage. In addition to the other requirements of this Section, the company or companies providing property insurance coverage pursuant to this paragraph shall be qualified to do business in the State of Florida. The Okaloosa County shall be an Additional Insured under such policy with coverage afforded to the County which is at least as broad as that provided to the Operator/Named Insured under the policy for the terms and conditions of such policy. The amount of coverage will be 100% of the replacement cost of such Improvements excluding foundation and site work. The policy will not contain a deductible feature, which exceeds five percent (5%) of replacement cost of such buildings. Such policy shall contain a Waiver of Subrogation endorsement in favor of the County. Operator agrees to apply any payment made as a result of any insurable loss to the repair or replacement of such Improvements. In the event that the insurance funds are greater than the amount required to repair or replace the improvements, with like kind and quality, the excess funds shall be retained by Operator subject to the rights of any Lender or Mortgagee. Such funds shall be expended on such repair or replacement within a reasonable period of time. A period of more than fourteen (14) months shall be deemed as an unreasonable period of time. If such funds are not expended as required, such funds will be turned over to the County for the use and benefit of the Airports system. 4. CERTIFICATES OF INSURANCE Required insurance shall be documented in the Certificates of Insurance, which provide that the Okaloosa County shall be notified as least thirty (30) days in advance of cancellation, non-renewal or adverse change or resiriction in coverage. The Okaloosa County shall be named on each Certificate as an Additional Insured and this contract shall be listed. If required by the County, the Operator shall furnish copies of the Operator's insurance policies, forms, endorsements, jackets and other items forming a part of, or relating to such policies. Certificates shall be on the "Certificate of Insurance" form equal to, as determined by the County an ACORD 25. The Operator shall replace any cancelled, adversely changed, restricted or non-> renewed policies with new policies acceptable to the County and shall file with the County Certificates of Insurance under the new policies prior to the effective date of such cancellation, adverse change or restriction. If any policy is not timely replaced, in a manner acceptable to the County, the Operator shall, upon instructions of the County, cease all operations under the Contract until directed by the County, in writing, to resume operations. The "Certificate Holder’ address should read: Okaloosa County, Department of Risk Management, 601-A Pearl Street, Crestview, FL 32536. A copy of the certificate and any updates shall be sent to the Airports Director at 1701 SR 85 N, Eglin AFB, FL 32542. 5. INSURANCE OF THE OPERATOR PRIMARY The Operator required coverage shall be considered primary and all other insurance 12 shall be considered as excess, over and above the Operator's coverage. The Operator's policies of coverage will be considered primary as relates to all provisions of the contract. LOSS CONTROL AND SAFETY The Operator shall retain control over its employees, agents, servants and subcontractors, as well as over its invitees, and its activities on and about the subject premises and the manner in which such activities shall be undertaken and to that end, the Operator shall not be deemed to be an agent of the County. Precaution shall be exercised at all times by the Operator for the protection of all persons, including employees, and property. The Operator shall make special effort to detect hazards and shall take prompt action where loss control/safety measures should reasonably be expecied. HOLD HARMLESS The Operator shall hold harmless the Okaloosa County, its subsidiaries or affiliates, elected and appointed officials, employees, volunteers, representatives and agents from any and all claims, suits, actions, damages, liability and expenses in connection with loss of life, bodily or personal injury, or property damage, including loss or use thereof, directly or indirectly caused by, resulting from, arising out of or occurring in connection with the performance of this Agreement, provided any such claim, suit, action, damage, liability or expense is caused in whole or in part by an act or omission of the Operator, or the Operator's subtenants, subcontractors, representatives, licensees, invitees, agents or employees of the Operator or employees of any of the aforementioned individuals or entities. The Operator's obligation shall not be limited by, or in any way to, any insurance coverage or by any provision in or exclusion or omission from any policy of insurance. Nothing contained herein shall obligate the Operator to hold harmless the County for the County's own negligence to the extent the claim is caused by such negligence. PAY ON BEHALF OF THE COUNTY The Operator agrees to pay on behalf of the County, as well as provide a legal defense for the County, both of which will be done only if and when requested by the County, for all claims as described in the Hold Harmless paragraph. Such payment on the behalf of the County shall be in addition to any and all other legal remedies available to the County and shall not be considered to be the County's exclusive remedy. ALL OPERATORS AT DESTIN/FT. WALTON BEACH AIRPORT All Operators located at the Destin/Ft. Walton Beach Airport will be required to meet the same insurance requirements. 13 ARTICLE Xil PATENTS AND TRADEMARKS Operator represents that it is the owner of, or fully authorized to use, any and all