Okaloosa County BOCC — November 15, 2016 — REPUBLIC AIRLINE-AFFILIATE PERMIT AGREEMENT — reading text

\/Pé.%’)m DESTIN-FORT WALTON BEACH AIRPORT SIGNATORY AIRLINE AFFILIATE PERMIT AGREEMENT This Signatory Airline Affiliate Permit Agreement ("Permit") is made and entered into as of this day of 2016, by and between Okaloosa County, Florida ("County"), a political subdivision of the State of Florida, American Airlines, Inc. ("Airline") corporation organized and existing under the State of Delaware and Republic Airlin ;s ("Affiliate"), a corporation organized, existing and doing business under and by virtue of the laws of the State of Indiana. WITNESSETH WHEREAS, County has entered into an Airline Operating Agreement and Terminal Building Lease ("Use Agreement") with Airline for the nonexclusive use of facilities, space, and certain flying facilities of Eglin Air Force Base at the Destin-Fort Walton Beach Airport ("Airport") and for the payment of certain Airport rentals, fees and charges; and WHEREAS, Airline is engaged in the business of commercial transportation by air of persons, property and mail to and from the Airport, hereinafter referred to as Airline's "Air Transportation Business"; said Air Transportation Business being operated at the Airport pursuant to Airline's Use Agreement; and WHEREAS, pursuant to Section 2.02 of the Use Agreement, Airline is authorized to conduct its Air Transportation Business, or any part thereof, at the Airport, by and through another air transportation company or contractor; and WHEREAS, Airline and Affiliate are parties to certain aircraft wet lease, code-sharing, affiliation and/or other agreements (collectively "Operating Agreements"), under which Affiliate operates flying services for Airline into and out of the Airport as Republic Airlines, Inc.; and WHEREAS, under the Operating Agreements, Affiliate provides flying services on behalf of Airline transporting Airline's passengers and their baggage to and from the Airport and Airline provides ground services and facilities to handle Affiliate's aircraft and load and unload Airline's passengers and their baggage through Airline's Leased Premises under Airline's Use Agreement, including, but not limited to, Airline's ticket-counter, holdroom and baggage-claim space and facilities; and WHEREAS, Affiliate does not currently have either a lease or use agreement with County for the use of premises in the Terminal Building or the use of Eglin Air Force Base flying facilities, which authorizes it to independently operate into and out of the Airport; and WHEREAS, Airline has designated Affiliate, pursuant to the terms of Section 1.04 of its Use Agreement, as an affiliate or affiliated airline, as defined in Section 1.01 of said Use Agreement, in order to enable Affiliate to operate flying services for and on behalf of Airline pursuant to Section 2.02 of said Use Agreement; and Mam WHEREAS, Airline has requested County to issue this Permit to Affiliate to recognize its right to use the Airport to conduct flying services for and on behalf of Airline pursuant to Section 2.02 of Airline's Use Agreement and additionally to authorize Affiliate, with respect to Affiliate's flying services conducted on behalf of Airline, to provide and fulfill the obligations of indemnity and insurance to County in lieu of Airline's obligations under Sections 13.01, 16.12, and 13.02 of its Use Agreement; NOW, THEREFORE, in consideration of the covenants, terms and obligations set forth herein, the parties agree as follows: L Airline and Affiliate hereby acknowledge and agree that pursuant to and in accordance with the Operating Agreements heretofore entered into between the parties and pursuant to Section 2.02 of Airline's Use Agreement that Airline has authorized Affiliate to certain "flying services" for and on behalf of Airline. County hereby acknowledges and agrees that pursuant to and in accordance with Section 2.02 of the Use Agreement, Affiliate has the right to use the Airport to provide the subject flying services for and on behalf of Airline to transport Airline's passengers and their baggage to and from the Airport. Affiliate hereby acknowledges and agrees that with respect to its authorized flying services for and on behalf of Airline under the Operating Agreements, and as described above, it shall comply with each and every obligation of Airline under its Use Agreement with the County which is or may become applicable to Affiliate's flying services and Affiliate's use and operation of the Airport as if Affiliate were Airline performing said flying services. Affiliate acknowledges and agrees that it has received a copy of Airline's Use Agreement with the County, it has read and reviewed the terms and conditions of said Use Agreement, and hereby agrees that the terms and conditions of said Use Agreement as applicable to Affiliate's flying services performed for and on behalf of Airline, and its operations and use of the Airport are hereby incorporated by reference as obligations of Affiliate to County pursuant to this Permit. Attached hereto as Attachment A to this Permit are Sections 13.01, 16.12 and 13.02 of Airline's Use Agreement with the County specifying the indemnity and insurance obligations of Airline to County under the terms and conditions of said Use Agreement. Affiliate hereby covenants and agrees that with respect to its flying services and operations to and from the Airport, including its use of the Eglin and Airport flying facilities, it will comply with each and every obligation of indemnity and insurance required of Airline pursuant to said Sections 13.01, 16.12, and 13.02 of said Use Agreement in lieu of and in substitution for the obligations of Airline thereunder. For and in consideration of Affiliate's assumption of said obligations of indemnity and insurance, as aforesaid, County agrees to accept and rely on the obligations of Affiliate under this Permit with respect to Affiliate's authorized flying services performed for and on behalf of Airline in lieu of those obligations of indemnity and insurance required of Airline under its Use Agreement. 10. 11. 12. 13. Airline hereby acknowledges and agrees that, except for the obligations of indemnity and insurance assumed by Affiliate with respect to its authorized flying services performed for and on behalf of Airline pursuant to Section 2.02 of the Use Agreement, and as described above, all obligations of indemnity under Sections 13.01 and 16.12 and all obligations of insurance under Section 13.02 to the County under the terms and conditions of Airline's Use Agreement shall remain the obligations of Airline. Any other provision of this Permit notwithstanding, Airline hereby acknowledges and agrees that all rentals, fees and charges and any other payment due County for or on account of Affiliate's flying services performed for and on behalf of Airline or Affiliate's use and operations at the Airport, including all passenger-related charges for passengers transported by Affiliate, shall be and remain the payment obligations of Airline to County under its Use Agreement and not those of Affiliate. All notices from Affiliate to County shall be in writing and shall be mailed by certified mail, return receipt requested, or by receipted overnight delivery, to County at the following addresses: Board of County Commissioners ~ Copy to: Airports Director 302 N. Wilson Street Destin-Fort Walton Beach Airport Suite 302 1701 State Road 85 North Crestview, FL 32536 Eglin Air Force Base, FL 32542 Any party to this Permit giving notice of termination hereunder or either party to Airline's Use Agreement giving notice of termination shall notify, in writing, the other two parties to this Permit. This Permit, which is controlled by Florida law pursuant to Section 17.16 of the Use Agreement, may be executed in separate multiple originals by the individual parties which are signatory hereto, and said documents shall have the effect as if all the parties hereto had executed one separate Permit and each multiple original. So long as Affiliate continues to operate into and out of the Airport as Republic Airlines, Inc. or as an affiliate of Airline, a renewal or extension of Airline's Use Agreement, or the execution of a new Airport use agreement between County and Airline, shall operate to renew and extend this Permit for the period of said renewed, extended or new use agreement. All obligations of parties hereto, including but not limited to obligations of indemnity and obligations to make payments to the other party, which are accrued as of the date of termination or expiration to this Permit shall survive such termination or expiration. Should Affiliate fail to adhere to any of the obligations set forth in this permit, the County at its sole discretion may terminate the permit upon ten (10) days written notice. IN WITNESS WHEREOF, this Permit is duly executed by the parties hereto as of the day and year first above written, intending themselves to be legally bound hereby. ATTESTS: OKALOOSA COUNTY, FLORIDA BY: J.D. Peacock 11 Charles K. Windes, Jr. Clerk of Circuit Court Chairman, Board of County Commissioners Date: / / Date: / / ATTESTS: 3 Chris og%eé&fi Collison eal Estat Date: /{ & / SQ Print Name Date: O\ / Q\\d = CORPORATE SEAL: ATTESTS: Si e a-.?g et L. Inman a ager Cont“» ct mir lis! i r)p\, A ‘L& ", n 1aC A(f S Print Na; qgy, me ~ Print Name/Title Date: /C///()/ ZO/Q; Date: JO /72 /| 2n/b6 \YNN s, CORPORATE SEAL: IR S s Q%Q;Q\embeleo 6;: » 7 N 1ON o {n 2 6\“1’ QO Q‘ SBH.\‘} o R LR \\\\ /7 \\ "”fflrmmm\\“\\ A & b\\\? 4 L] %, ‘ N T O g AN é\\ W & 3%&,,};;1 E ‘Om“\_\\\ ACKNOWLEDGMENT STATE OF |7 COUNTY OF IW/WWH Before me, the undersigned officer duly authorized to take acknowledgments in the COUNTY and STATE aforesaid, personally appeared LY\V \ Q CD‘ ‘ \ W\ » Who under oath deposes and says that he/she is the duly authorized representative of WY \ (\, M/Y\ M/\Y \\ ‘\ K to execute contracts and lease agreements and that he/she executed the foregoing instrument for the uses and purposes contained therein. SWORN AND SUBSCRIBED before me this /1/\ day of E/LP)](CMWA/ , 2016. NOTARY My commission expires: \D ! r\ ! \S! ¥ 5%0%, Brittany Carter f?’r\;%" \umr\yl’uhh(v tON \ .J"?r; Stitte of Texas Ve Expires 10-17-2018 ACKNOWLEDGMENT STATE OF fiLiJm,Sm COUNTY OF #&mp Before me, the undersigned officer duly authorized to take acknowledgments in the COUNTY and STATE aforesaid, personally appeared \C;c,erf:k ‘bw\ o\w:J , who under oath deposes and says that he/she is the duly authorized representative of ?Q,!g,l_:a Ricline to execute contracts and lease agreements and that he/she executed the foregoing instrument for the uses and purposes contained therein. SWORN AND SUBSCRIBED before me this /o day of _Odtode) , 2016. NOTARY! My commission expires: ¢ / a0 /// 2019 7 7 LT \\\\“ YN”I” 7 W ¥, » cee V0%, \\ T AARAL L, S OO, X S & Nepemse 00 % S 5 M, 7 sT S 2%, Z =5 8 B5: = =3 2@ = =3 S ©q! F Z - ' ATTACHMENT “A” ARTICLE 13 INDEMNIFICATION AND INSURANCE Section 13.01 Indemnification A. Airline shall assume, 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 resulting from any injury or death of any person or damage to or destruction of any property resulting from or incident to Airline's use and occupancy of the Airline’s Leased Premises or other areas or facilities at the Airport or in connection with or incident to the conduct of