Okaloosa County BOCC — January 30, 2013 — Sublease Agrmt Regal Air and VSC — reading text

assessments.and charges authorized by this Agreement, or by any other agreement or-agreements with:the County... gene “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. ==)... ee The term : County as'used “in ‘this S ectio n of the Ag reement j sd efined to mean. th @ Okaloosa’.County itself;:any subsidiaries or affiliates,-elected and-appointed officials, . ernployees, volunteers, representatives and agents... wis 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 shallconform to the following minimum: requirements: <9 = WORKER'S COMPENSATION — _ 1. “ The Operator: shall purchase and maintain Worker's Compensation Insurance Coverage for all Workers'.Compensation obligations — « Couey . Workers' Compensation: LIMIT 4). States Powe a - » Statutory... . “:2) Employer's Liability $1 million accident 10 2. AIRPORT LIABILITY, AUTOMOBILE, — ENVIRONMENTAL IMPAIRMENT. AND ) UMBRELLA LIABIL LIABILITY ITY COVERAGES The Operator shall purchase’ ¢ coverage - ‘provided. -by- Property/Casualty Insurance Companies whose rating by thé..A.M. Best Company is:"A"-or better. For: Business Auto policies, the Operator shall (purchase coverage on°forms no; more: restrictive — S he County shall Be or Suara ‘Auto o policies: Tiled: by: the: insurance. Services Office. pro de Lease. The ‘Colinty shall not: be 5 donsideted: liable: for. premium. -payiiont ‘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 Sse with Meander insurance coverage making ‘up any difference belween: the ty coverage inluding: bodily | injury” and: a ‘property’ damage: liability. duc 5 and Completed: Gotan et ae Keener cand Aircri y Coverage ‘including: bodily ‘injury and rf 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 ine shi coverage including bodily injury'and property damage arising ae of i tenance © or use of. ‘owned, ‘non-owned ands ‘hired: automobiles: sand. ) . ' . ccident ageaearrecia airment ‘coverage including spillage, g Tile m e if a ank ° ‘system” ea farm), ‘effective’ for. such Umbrella Liability ‘coverage’ “shall “not ba i more: , restrictive’ “thary: ‘the underlying insurance ‘policy coverage. The coverage shall be written ‘c ‘onan occurrence-type basis. Operator and the County understand J and. “agree that the minimum ‘ts: 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 1 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 i insurance coverage. pursuant t to this paragraph. shall be qualified todo 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 Waiyer..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 a jount required ‘to repair or replace the improvements, “with like kind and quali sess funds shall be retained-by Operator subject to, the. rights of any Lender or. Mor ig 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 ired,.: such unreasonable ‘period of time.. .{f.such.funds are. -not. -expended .as -requi funds will be tumed. over to the County for. the. use and benefit f. the Airpor 4, | CERTIFICATES OF INSURANCE Required: insurance: shall be documented .in the Certificates of. Insurance,..which provide: that. the Okaloosa. ‘County: “shall. be. notified as Teas ity 30 in I The Okaloosa County shail be. named. on 1 each: Certificate. as. an. ‘Additional and this contract shall be listed. If required by the County, the Operator shall furnish copies.-of the. Operator's. insurance policies, forms, end ke d.other. items forming. a: part-of,.or. relating: to.-such. policies... "Certificate of: Insurance’: form equal to, as. determined. by. the County ¢ an ACOF D.25. . renewed policies. with new. policies. acceptable to. the. County and sh 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 @ Amporis 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 rovisions Operator's policies of coverage will be considered primary as relates to all p of the contract. Loss CONTROL AND SAFETY The. Operator ‘shall ‘retain ‘control over ‘its ‘employees, agents, servants and ssubcon ors, as ‘well as: over its invitees, and: its activities on and about the:subject premises e manner ‘in: which ‘such’ ‘activitiesshall be undertaken: ‘and to. that end, the ‘Operator shall not be deemed ‘to be an agent of the. County:* Precaution forthe protection of «all .persons, shall be exercised at all times by the Operator: or shall make special effort to detect including employees, and property. The Operat hazards and shall take prompt action. where. loss control/safety measures should reasonably be expected. HOLD ARLES The. O erator shall hold harmless the Okaloosa County, its subsidiaries or affiliates, a , employees,” ‘volunteers, ‘representatives and agents 3, liability and-expenses in: connection famage; including loss or use om, ‘arising out of or occurring iin t, provided any such claim suit, thereof, directly or indirectly caused by, resulting connection with the performance of this Agreemen action, damage, liability or expense is caused in whole part:by ct omission. of ae Operator, or the Operator's subtenants, subcontractors, ‘invitees, agents “Or “employees: ‘0 -the “Operator or iti The: oe aoe mited by, a “exclusion or * ‘omission from “any pale of jngurance. ° provisi Not contained herein shal! obligate the Operator to hold harmiess the County. for the. County's. xtent the cla im is caused t by such negligence. The’ Ope s to p County, provide : a legal ne only: if and when: requested by the defense for the County, | both of Which ‘will be do County, for all claims ‘as described in the Hold Harmless. paragraph. “Such payment o any and ‘all other: legal remedies on the behalf of the County shall be in addition tc available to the County, and shall not be considered | to’ be the: County's exclusive remedy. “ALL OPERATORS AT ‘DESTIN. WALTON BEA BEACH 1 AIRPORT All Operators located at the Destin/Ft. Walton Beach Airpor wil be required to meet the same insurance requirements. 13 ARTICLE XIil PATENTS AND. TRADEMARKS Operator represents that it is the owner of, or fully authorized to use, any and all services, processes, machines, articles, marks, names, or slogans used by it in its operations under, or in connection with, this Agreement. Operator shall save and hold. harmless ..the County,..its . elected ..officials, ..employees, .. volunteers, representatives and agents free and harmless ‘of any. loss, liability, expense; suit, or ‘claim for- ‘damages in connection - with any. actual: or alleged. infringement iF patent, trademark, or copyright, .or from any. claim .of unfair. competition or other similar claim, arising out of of Operator's operations under, or in connection with, ‘this Agreement, eo Me, "ARTICLE XI IMPROVEMENTS Initial Limprovements: Upon. execution: of this ‘Agreement, County. shall maintain all public and « s0m r ‘joint: use areas of the: aoa including the. Aircraft. Operations. eee in good air, During the erm Of. this “Agreement, “Operator. shall have. own experies, pnerverenis. alterations, Or. additions. Article including: “e (a) the tis ug improvements ‘and alterations are ‘submitted to” the County for its prior review, (b) the County de ma reasonably applied. and. the determination not. inreasonabl os consistent . with . the. “Airport's “Master . Plan, “land _ use. “plan” _-architectural design. and quality. of constru ion | in effect at the time of - construction; and... the improvements, alterations, and additions are to be constructed by. qualified and licensed contractors and subcontractors. (d) such improvements shall include but not be limited. to items. sucn as: 1. ‘construction of aircraft hangars ~~ -2.. - construction of office space for aviation activities 3. covered area for arrival and departure | of aircraft 4 flight schoo! 5 major remodeling of passenger terminal 14 The cost of these improvements shall first apply as reductions to the. past due amounts owed, in accordance with the terms of the Agreement attached hereto as Exhibit D, until the maximum credit referenced in that Agreement is reached. Thereafter, such improvements shall -be at Operator's own-expense. __ - “General Construction Requirements::.:- 0 *s Prior to the commencement of any construction activity, Operator shall submit détailed: plans,* specifications, «sand a: “construction © time. schedule:.for the improvements, to the County for-approval.The Airport-Director shall. either approve or disapprove the plans and/or specifications submitted by the Operator. Approval by the Airport Director.of any plans-and specifications refers only tothe conformity of such plans and ‘specifications to the general architectural and ‘aesthetic plan for the area assigned to the Operator...Such plans are ‘not.approved for-architecturai or engineering design or compliance with applicable laws or codes and the County, acting through -the Airport Director, by approving such plans.-and specifications, assumés’ no’ liability or’ responsibility: shereof. or. for .defect-inzany structure or - improvement constructed according to such plans and. specifications. . The Airport Director reserves the right to reject any design submitted and shall state the reasons for such action; provided, however, ‘the Airport: Director will notsun reasonably:deny such plans and specifications. ‘No changes or alterations shall be.