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

Airline's Air Transportation Business under this Agreement or its obligations and covenants under this Agreement including, but not limited to: 1. The willful misconduct, negligent or tortious act or omission of Airline or any of its agents, employees, business invitees, licensees, contractors or subcontractors; 2. Airline's negligence or willful misconduct or tortious act or omission in its use or occupancy of the Airport, the Airline’s Leased Premises or its operations under or pursuant to this Agreement; 3. The violation by Airline of any agreement, covenant or condition of this Agreement; except to the extent any such injury, death or damage is caused by the negligence or willful act of County, provided, however, the foregoing exception shall not apply to any County negligence required to be covered by Airline's insurance pursuant to Section 13.02 of this Article 13 or to any specific sole obligation of indemnity required of Airline under this Agreement. B. RESERVED C. Airline shall 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 claims and liabilities for compensation under any workers' compensation statute arising out of injuries sustained by any employee of Airline. Airline also covenants that it shall cause its licensees, contractors and subcontractors to maintain in effect at all times workers' compensation insurance as required by law. D. Airline's obligation to protect, defend, reimburse, and indemnity past officers and Airports Directors of County shall apply to such persons only for such periods during which said officers and Airports Directors held their office or position with County. E. Without limiting the generality of any other provision hereof, Airline shall reimburse County for any and all reasonable attorney's fees and investigation expenses incurred by County in the defense and handling of said causes of action, suits and claims and in enforcing the provisions of this Agreement, excepting those expenses incurred by County in the defense and handling of said causes of action, suits and claims resulting from the negligence or willful act or omission of County, provided, however, the foregoing exception shall not apply to any County negligence required to be covered by Airline's insurance pursuant to Section 13.02 of this Article 13 or to any specific sole obligation of indemnity required of Airline under this Agreement. F. Airline shall protect, defend, reimburse and indemnify County from, and assume all liability for, and pay, all taxes and assessments, including but not limited to such taxes and assessments as may from time to time be imposed by County, which by law may be levied or assessed on the Leased Premises, the Preferentially Assigned Premises and any other premises occupied by Airline pursuant to this Agreement, or which arise out of the conduct of Airline's Air Transportation Business under this Agreement or by reason of Airline's occupancy of its Leased Premises, Preferentially Assigned Premises or Rentals, Fees and Charges hereunder. Airline may, at its own risk, cost and expense, and at no cost to County, and without being deemed to be in default under this Agreement, contest, by appropriate judicial or administrative proceedings, the applicability or the legal or constitutional validity of any such tax or assessment, and County shall, to the extent permitted by law, execute such documents as are necessary to permit Airline to contest or appeal the same. Airline shall be responsible for obtaining bills for all of said taxes and assessments directly from the taxing authority and shall promptly deliver to the Airports Director copies of receipts of payment of such taxes. In the event that County receives said bills, it shall promptly mail the same to Airline. Section 13.02 Insurance Airline shall, at its own cost and expense, procure and maintain in effect, and with respect to its Affiliates, require its Affiliates to procure and maintain in effect, the following minimum insurance coverages at all times during the term of this Agreement, and, prior to or contemporaneously with the execution of this Agreement, shall deliver to Okaloosa County, the Certificate Holder, 5479A Old Bethel Road, Crestview, FL 32536, certificates of insurance and endorsements, issued by a company or companies eligible to do business in the State of Florida, of recognized financial responsibility, evidenced by a minimum A.M. Best rating A, Class X or higher or its equivalent S&P financial strength rating, and reasonably satisfactory to County evidencing the following coverage for Airline and its Affiliates: A. Workers Compensation and Employers Liability Insurance for all employees engaged in operations under this Agreement. The limits of coverage shall be not less than: 1. Workers' Compensation in accordance with the appropriate state statute. 2. Employer's Liability - $1,000,000 - Limit Each Accident $1,000,000 - Limit Disease Aggregate $1,000,000 - Limit Disease Each Employee B. Airport Liability Insurance coverage which shall include, but not be limited to Premises and Operations, Personal Injury, Contractual for this Agreement, Independent Contractors, Broad Form Property Damage, Products and Completed Operations Coverage (which shall not exclude (XCU) Explosion, Collapse and Underground Property Damage) Liability Coverage. Coverage shall be applicable to the operation of all mobile and ground equipment at the Airport. The Completed Operations Coverage shall be maintained for a period of not less than three (3) years following final operations of Airline under this Agreement unless County agrees, in writing, to a reduction of such period for good cause shown by Airline. Limits of coverage shall be not less than the following: Bodily & Personal Injury $200,000,000 Combined Single Limit and Property Damage Liability Each Occurrence C. Aircraft Liability Insurance for all owned, non-owned, leased or hired aircraft, including passenger coverage. Limits of coverage shall be not less than the following: Bodily & Personal Injury $200,000,000 Combined Single Limit and Property Damage Liability Each Occurrence D. Business Automobile Liability Insurance covering the ownership, maintenance and use of all owned, non-owned, leased or hired vehicles. Limits of coverage shall be not less than: Bodily and Personal Injury $5,000,000 Combined Single Limit and Property Damage Liability Each Occurrence E. Each certificate of insurance and endorsement required hereunder shall be personally and manually signed by the authorized representative of the insurance company shown on the certificate and shall provide that the coverages referred to therein shall not be terminated, modified or not renewed until County has received thirty days written notice thereof. In the event that Airline's insurer will not provide the aforereferenced thirty (30) days written notice with respect to termination, modification or nonrenewal, Airline shall notify County, in writing, immediately upon any of the aforenoted actions by its insurer. In the event an insurance carrier should terminate, modify or not renew any of the above insurance coverages, Airline shall promptly contract with another insurance carrier to provide the requisite coverage and shall promptly deliver to the Airports Director a replacement certificate. Each certificate and policy shall name Okaloosa County and its officers, members, Airports Director, employees and agents and each of them as additional insureds under the policies and additionally extend to Airline's indemnity obligation under this Agreement. The extension of insurance to Airline's indemnity obligations shall not apply to Worker's Compensation and auto policies. Each of the aforementioned certificates shall provide that the policies shall be primary to any other policies of insurance or self-insurance maintained by County, except for Worker's Compensation policies. Airline shall deliver to the Airports Director, within a reasonable time following the renewal of any policy of insurance required hereunder, a renewal certificate meeting the requirements herein specified. Airline authorizes County and its insurance consultant to confirm with Airline's insurance agents, brokers and insurance companies all information furnished County as to its compliance with its insurance requirements, including any impairment to the aggregate limits of any policy. If any insurance policy provided under this Agreement contains an aggregate limits, it shall contain a provision or endorsement providing that the insurance coverage and limits provided under this Agreement shall not be subject to said aggregate limits for this Airport location and this Agreement, unless this provision as to any particular coverage is waived or modified in writing by County. Any waiver by County of Airline’s aggregate limits shall not be deemed a waiver or limit of Airline’s liability or risk under this Agreement. FE. The acceptance or delivery to County of any certificate of insurance and endorsement evidencing the insurance coverages and limits required in this Agreement does not constitute approval or acceptance by County that the insurance requirements in this Agreement have been met. G. No operations shall commence or continue at the Airport unless and until the required certificates of insurance and endorsement are in effect and approved by County. H. The insurance coverages and limits required of Airline under this Agreement are designed to meet the minimum requirements of County. They are not designed as a recommended insurance program for Airline. Airline retains the responsibility for assessing its total liability and physical risk exposures and managing these exposures. L If at any time County requests a written statement from the insurance companies as to any impairments to the Aggregate Limit, prompt authorization and delivery of all requested information will be given to County. Js Neither party hereto shall be liable to the other party or to the insurer of the other party claiming by way of subrogation, with respect to any loss or damage to the extent that such other party shall be reimbursed or has the right to be reimbursed out of its insurance coverage carried for such protection with respect to such loss or damage. The provisions of this Paragraph J shall apply only to the extent permitted by provisions of the insurance policy in question. K. Failure by Airline to take out or maintain, or the taking out or maintenance of any insurance required hereunder, shall not relieve Airline from any liability under this Agreement, nor shall the insurance requirements hereof be construed to conflict with or otherwise limit any contractual obligations (including but not limited to those of indemnification) of Airline contained herein. L. Airline shall not do or permit to be done anything, either by act or failure to act, which shall cause cancellation of any policy of insurance for its Leased Premises or Preferentially Assigned Premises or any other part of the Airport. Further, if Airline shall do or permit to be done anything, either by act or failure to act, that shall cause an increase in the premiums for insurance for such Leased Premises or Preferentially Assigned Premises or the Airport, Airline shall pay the amount of such increase, pursuant to invoices from County. M. County shall have the right at the conclusion of each Fiscal Year hereunder, upon the written recommendation of its insurance consultant, to make commercially reasonable modifications, alterations or additions to the insurance coverages and limits required hereunder upon thirty (30) days written notice to