Okaloosa County BOCC — January 30, 2013 — Southern Airways Agreement — reading text

AGREEMENT BETWEEN OKALOOSA COUNTY BOARD OF COMMISSIONERS AND SOUTHERN AIRWAYS CORPORATION THIS AGREEMENT, is entered into effective this day of , 2013, by and between OKALOOSA COUNTY, FLORIDA, a political subdivision of the State of Florida (hereinafter referred to as FIRST PARTY) and SOUTHERN AIRWAYS CORPORATION, a _ Delaware Corporation headquartered in Memphis, (hereinafter referred to as SECOND PARTY). WITNESSETH WHEREAS, the FIRST PARTY and the SECOND PARTY, each in consideration of the agreements to be performed by the other, intending to be legally bound, hereby agree as follows: 1. PROPERTY: SECOND PARTY does hereby agree to operate its Airline Service from the Ft. Walton Beach/Destin Airport through a current Fixed Base Operator according to the requirements and security level of the Airport. 2. TERM: This Agreement shall be for a term of FIVE (5) years and shall take effect on June 4, 2013 and shall end on June 4, 2018 unless sooner terminated as provided herein. This Agreement will be extended automatically for one year periods upon mutual agreement of FIRST and SECOND PARTY. 3. SOLID AND HAZARDOUS WASTE: A. If SECOND PARTY is deemed to be a generator of hazardous waste, as defined by federal, State or local law, SECOND PARTY shall obtain a generator identification number from the U.S. Environmental Protection Agency (AEPA”) and the appropriate generator permit and shall comply with all federal, State and local laws, and any rules and regulations promulgated there under, including but not limited to, ensuring that the transportation, storage, handling and disposal of such hazardous wastes are conducted in full compliance with applicable law. B. SECOND PARTY agrees to provide FIRST PARTY within ten (10) days after the FIRST PARTY’s request copies of all hazardous waste permit application documentation, permits, monitoring reports, transportation, responses, storage and disposal plans and material safety data sheets prepared or issued in connection with Lessee’s use of the Leased Premises. SEteldel-FE-Go e) wera aA C. Hazardous Substances The term “Hazardous Substance” means any substance: l. The presence of which requires or may later require notification, investigation or remediation under any environmental law; or 2. That is or becomes defined as a “hazardous waste”, hazardous material”, “hazardous substance”, “pollutant” or “contaminant” under any environmental law, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C '9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. '6901 et seq.) and the associated regulations; or 3. That is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by any governmental County, agency, department, commission, board, agency or instrumentality of the United States, any state of the United States, or any political subdivision within any state; or 4, The presence of which on the Property causes or threatens to cause a nuisance on the Property or to adjacent properties or poses or threatens to pose a hazard to the Property or to the health or safety of persons on or about the Property; or 5. That contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic compounds; or 6. That contains polychlorinated biphenyls (PCBs), asbestos or urea formaldehyde foam insulation; or 7. That contains or emits radioactive particles, waves or materials, including, without limitation, radon gas. 4. COMPLIANCE WITH GOVERNMENTAL PROCEDURES: SECOND PARTY shall conform to all the requirements of applicable State and Federal statutes and regulations and all County and City regulations, and shall secure such permits and licenses as may be duly required by any such laws, ordinances, or regulations as may be promulgated by FIRST PARTY or any City having jurisdiction over the Property. In addition, SECOND PARTY shall comply with all policies, rules, regulations, or ordinances of the FIRST PARTY which are currently or may be hereinafter adopted relating to County owned airport facilities except that future additions or modifications to such policies, rules and regulations in existence on the commencement date of the agreement shall not impair the rights of SECOND PARTY under this agreement. 5. INSURANCE: (a). LIABILITY: SECOND PARTY shall, from the Effective Date of this agreement and during the entire term or any extension of this agreement, keep in full force and effect, a policy of liability insurance with respect to Property. The limits of liability shall not be less than FIFTY MILLION ($50,000.000.00) dollars Combined Single Limit (CSL). SECOND PARTY reserves the right to evaluate the adequacy of the minimal published liability insurance requirement herein every three (3) years of the Lease Term and to increase such coverage amount if the risk management assessment warrants the same. (b). VEHICLE: SECOND PARTY shall maintain continuously in effect at all times during the term of the lease, automobile liability insurance covering operations on the Property. All such automobile liability insurance shall provide Combined Single Limits (CSL) not less than ONE MILLION ($1,000,000.00) dollars for bodily injury and property damage. (c). All liability and automobile liability coverage shall be endorsed to include FIRST PARTY as Additional Insured. In addition, all insurance policies shall contain a clause that the insurer will not cancel or change the insurance without first giving the FIRST PARTY thirty (30) days prior written notice. Prior to occupying the Property and annually upon renewal, SECOND PARTY shall furnish FIRST PARTY a Certificate of Insurance evidencing all required insurance. The Certificate(s) of Insurance shall be delivered to the Contracts and Lease Coordinator, 602-C N. Pearl Street, Crestview, Florida 32536. On request, SECOND PARTY shall deliver and exact copy of the policy or policies including all endorsements. 6. HOLD HARMLESS: To the fullest extent permitted by law, SECOND PARTY shall indemnify and hold harmless FIRST PARTY, its officers and employees from liabilities, damages, losses, and costs including but not limited to reasonable attorney fees, to the extent caused by the negligence, recklessness, or intentional, wrongful conduct of the SECOND PARTY and other persons employed or utilized by the SECOND PARTY in the performance of this lease. 7. ASSIGNMENT AND SUBLEASE: SECOND PARTY cannot transfer or assign any portion of this agreement. 8. NOTICES: All notices and consents required or permitted by this agreement shall be in writing and transmitted by registered or certified mail, return receipt requested, with notice deemed to be given upon receipt, postage prepaid, and addresses as follows: If to FIRST PARTY: Airports Director Okaloosa County Airports 1701 State Road 85 North Eglin AFB, Florida 32542-1498 If to SECOND PARTY Southern Airways Group R. Stanley Little, Jr. 9. TERMINATION OF AGREEMENT: FIRST or SECOND PARTY may terminate this agreement after not less than THIRTY (30) days written notice. 10. VENUE AND JURISDICTION: This agreement shall be governed by the laws of the State of Florida. The parties acknowledge that a substantial portion of negotiations, anticipated performance and execution of this agreement occurred or shall occur in Okaloosa County, Florida, and that, therefore, without limiting the jurisdiction or venue of any other federal or state courts, each of the parties irrevocably and unconditionally agrees that any suit, action or legal proceeding arising out of or relating to this agreement shall be brought in the Circuit Court of the First Judicial Circuit, in and for Okaloosa County, Florida. 11. ENTIRE AGREEMENT: This agreement constitutes the entire understanding and agreement between FIRST PARTY and SECOND PARTY as to the subject matter hereof. There are no terms, obligations, covenants or conditions other than those contained herein. No modification or amendment of this agreement shall be valid and effective unless evidenced by an agreement in writing executed by both parties. (The remainder of this page is intentionally left blank) IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, and such of them as are corporations have caused these presents to be signed by their duly authorized officers intending to be legally bound, on the dates indicated below to be effective as of the date first above written. SOUTHERN AIRWAYS CORPORATION » G+ ARR 7 STANLEY LITTLE, JR. Ba & CEO Date: 5 a 18 ATTEST: (WITNESS) BOARD OF COUNTY COMMISSIONERS OKALOOSA COUNTY, FLORIDA By: DON R. AMUNDS, CHAIRMAN Date: ATTEST: CLERK OF CIRCUIT COURT OKALOOSA COUNTY, FLORIDA GARY STANFORD DEPUTY CLERK ACKNOWLEDGMENTS STATE OF FEORIDA Missi oS! pP.! COUNTY OF OKALOOSA. be sete Before me, the undersigned officer duly authorized to take acknowledgments in the COUNTY and STATE aforesaid, personally appeared R. STANLEY LITTLE JR., who, acknowledged executing the foregoing instrument freely and voluntarily and deposes and says that he is authorized to exercise agreements and that he executed the forgoing agreement for the uses and purposes contained herein. Witness my hand and official seal in the COUNTY and STATE last aforesaid this 2/S£ — dayof MAY . 2013. ARY mn ENOTES, . ; 21°. commission expires: o.° ° Se. CHARTIS AEROSPACE INSURANCE SERVICES, INC. CERTIFICATE OF INSURANCE THIS IS TO CERTIFY TO: SOUTHERN AIRWAYS CORPORATION DBA SOUTHERN AIRWAYS EXPRESS, A DELAWARE CORPORATION ONE COMMERCE SQUARE, SUITE 2790 MEMPris, TN oo l0s THAT THE FOLLOWING POLICY/IES OF INSURANCE HAS/HAVE BEEN ISSUED TO: EXECUTIVE EXPRESS AVIATION, LLC DBA JA AIR CHARTER, LLC AND AS ENDORSED 43W 700 US ROUTE 30 SUGAR GROVE, IL 60554 POLICY NO. GM 023086704-01 POLICY PERIOD: From _ August 1, 2012 to — August 1, 2013 INSURANCE COMPANY NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA Coverage only applies as indicated by a specific limit and deductible. LIABILITY COVERAGES LIMITS OF LIABILITY Coverage A: Liability Coverage for Scheduled Aircraft $50,000,000 Each Occurrence Coverage X: Medical Expenses with respect to any Scheduled Aircraft: Each Non-Crew Member Passenger: $50,000 Each Occurrence Each Crew Member: $50,000 Each Occurrence Coverage N: Physical Damage Coverage for Scheduled Aircraft Deductibles FAA Cert. Year Seats Insured Not In- In-Motion/ Number Make & Model Built Crew /Pass Value Motion Ingestion N807JA CESSNA 208 CARAVAN 1985 1 8 $1,130,000 $NIL $NIL N84QJA CESSNA 208 CARAVAN 1985 1 8 1,250,000 NIL NIL OTHER COVERAGES/CONDITIONS/REMARKS ADDITIONAL INSURED, NOTICE OF CANCELLATION, WAIVER OF SUBROGATION SUBJECT TO FORM GLD563 ATTACHED TO THIS POLICY. POLICY TERRITORY: WORLDWIDE PHYSICAL DAMAGE WAR COVERAGE SUBJECT TO FORM GLD426 ATTACHED TO THIS POLICY. WAR LIABILITY COVERAGE SUBJECT TO FORM GLD52E ATTACHED TO THIS POLICY. APPROVED USE - PART 135 The Aviation Managers have made provision to give the certificate holder prompt notice of cancellation of any policy above. But, the Aviation Managers assume no responsibility for failure to provide such notice. This certificate does not change in any way the actual coverages provided by the policy/ies specified above. Certificate No.___ 22 mick Date of Issue April 24, 2013 AM By ; GLD30 (3/10) (Authorized Representative) 3d Gi ADDITIONAL INSURED - COMPANY This policy is amended as follows: (Only the clause(s) indicated by an "X" shall apply.) Such insurance as is afforded by this policy shall also apply to the scheduled organization as an additional Oo UO U bd insured insofar as work performed by the Insured for and/or under agreement between the Insured and the scheduled organization is concerned. The scheduled organization shall not by reason of its inclusion as an additional insured incur liability to us for