19. Right of Entry Permit

REDLINE DRAFT 5.30.06

RIGHT OF ENTRY PERMIT

Upon execution of this Right of Entry Permit, hereinafter “Permit,” by the SANDIEGO COUNTY REGIONAL AIRPORT AUTHORITY, a local governmental entity of regional government, hereinafter “Authority,” and *, hereinafter “Permittee”, Permittee, its authorized agent(s) and contractor(s), are hereby granted permission to enter upon that certain property located at San Diego International Airport, San Diego, California, more particularly delineated on Exhibit "A," attached hereto and by this reference made a part hereof, hereinafter “Premises,” upon the following terms and conditions:

  1. The use of the Premises by Permittee, its authorized agent(s) and contractor(s) shall be limited to the following:
  1. *, hereinafter “Permitted Use.”
  2. Ingress and egress for purposes of 1.a. above.
  1. This Permit shall commence * and terminate *, or upon completion of 1.a. above, whichever occurs earlier.
  1. This Permit may be terminated by Authority, or by Permittee as a matter of right and without cause at any time upon providing twenty-four (24) hours' advance written notice to the other party of such termination.
  1. Authority's execution of this Permit does not: (i) confer any right or interest on Permittee other than those rights or interests expressly granted to Permittee in this Permit, as such rights or interests are limited and qualified herein; or (ii)create or impose any obligation whatsoever on Authority.
  1. Permittee shall obtain, at no cost to Authority, all necessary permits and authority from governmental entities and agencies, and shall make same available for Authority’s review at its request. Permittee shall comply with all applicable federal, state, and local laws, ordinances, orders, rules, and regulations with respect to its activities on the Premises, including without limitation the Permitted Use.
  1. Permittee shall determine the location of all utilities and take necessary precautions to prevent interruption of any utility service. However, should any interruption of any utility service occur as a result of the Permitted Use, Permittee shall bear the sole expense and cost regarding said interruption.
  1. Permittee shall legally dispose of all materials including demolition materials and debris off Authority property. Should Permittee discover any solid waste, hazardous waste, or any other similar material, including soils or groundwater, Permittee shall immediately discontinue all activities on the Premises and notify Authority.
  1. Permittee assumes all responsibility for any damage and/or consequence resulting from use of the Premises, including all costs associated therewith. By no later than the termination of this Permit, Permittee must repair any damage to Authority improvements and restore the Premises to the satisfaction of Authority.
  1. Permittee shall defend, indemnify and hold harmless Authority and its officers, officials, directors, employees, agents, representatives and volunteers (collectively the “Authority-Related Parties”), from and against any and all liabilities, liens, claims, judgments, demands, causes of action, losses, damages, costs and expenses (including reasonable attorneys' fees and costs) (collectively, the "Liabilities”), arising out of, related to, or in any way connected with, directly or indirectly, the Work or the construction, maintenance, use or state of repair of the Premises hereunder and all fixtures and equipment used in connection therewith, including any related: (i) actions or omissions of Permittee or Authority; (ii) obligations or activities undertaken in connection with this Permit; (iii) damage to any person or property, or injury to or death to any person, including without limitation any claim or action alleging latent and other defects, whether or not discoverable by Permittee or Authority; (iv) alleged or actual breach of any federal, state or local laws or regulations; and (v) duties under easements or contracts with third parties; except that this Paragraph shall not apply to any Liabilities arising through the sole active negligence or willful misconduct of Authority. These indemnity obligations shall apply for the entire time that any third party can make a claim against or sue the Authority-Related Parties and shall survive the termination of this Permit. Permittee and Authority agree to promptly provide notice to each other of any Liabilities following the learning thereof by such party. Permittee shall not settle or compromise any claim or matter pursuant to this Paragraph without first obtaining Authority's written consent.
  1. Permitee, shall procure at its expense, and keep in effect at all times during the term of this Permit, the types and amounts of insurance specified on Exhibit “B”, attached hereto and incorporated by reference herein. The specified insurance shall also include and insure Authority, its Board and all its officers, employees, and agents, their successors and assigns, as additional insureds, with respect to Permitee’s acts or activities in its operations, use, and occupancy of the Airport, or other related functions performed by or on behalf of Permitee in, on or about Airport.

Each specified insurance policy (other than Workers’ Compensation and Employers’ Liability) shall contain a Severability of Interest (Cross Liability) clause which states, “It is agreed that the insurance afforded by this policy shall apply separately to each insured against whom a claim is made or suit is brought except with respect to the limits of the company’s liability,” and a Contractual Endorsement which shall state, “Such insurance as is afforded by this policy shall also apply to liability assumed by the insured under Insured’s Permit with the Authority and liability assumed by any subcontractor, Permitee or supplier under its agreement with the Permitee.”

All such insurance shall be primary and noncontributing with any other insurance held by Authority where liability arises out of or results from the acts or omissions of the Permitee or those of its permitee, agents, employees, officers, assigns, or any person or entity acting for or on behalf of Permitee such policies may provide for reasonable deductibles and/or retentions acceptable to the President/CEO based upon the nature of Permitee’s operations and the type of insurance involved.

Authority shall have no liability for any premiums charged for such coverage(s). The inclusion of Authority, Board and all its officers, employees, and agents, their successors and assigns, as an additional insured is not intended to, and shall not, make them, or any of them, a partner or joint venture with Permitee in Permitee’s operations at Airport or in the performance of this Permit. In the event Permitee fails to furnish Authority with evidence of insurance and maintain the insurance as required, Authority upon ten (10) days’ prior written notice to comply, may (but shall not be required to) procure such insurance at the cost and expense of Permitee, and Permitee agrees to promptly reimburse Authority for the cost thereof plus fifteen percent (15%) for administrative overhead. Payment shall be made within thirty (30) days of invoice date.

At least ten (10) days prior to the expiration date of the above policies, documentation showing that the insurance coverage has been renewed or extended shall be filed with Authority. If such coverage is canceled or reduced, Permitee shall, within fifteen (15) days of such notice of cancellation of coverage, file with Authority evidence that the required insurance has been reinstated or provided through another insurance company or companies.

Permitee shall provide proof of all specified insurance and related requirements to Authority either by production of the actual insurance policy(ies), by use of Authority’s own endorsement form(s), a copy of which is attached hereto as Exhibit “C” and by this reference made a part hereto, by broker’s letter reasonably acceptable to the President/CEO of Authority in both form and content in the case of foreign insurance syndicates, or by other written evidence of insurance reasonably acceptable to the President/CEO of Authority. The documents evidencing all specified coverages shall be filed with Authority prior to Permitee performing under this Permit or occupying the Airport. The documents shall contain the applicable policy number, the inclusive dates of policy coverages, and the insurance carrier’s name, address and telephone number, shall bear an original signature of an authorized representative of said carrier, and shall provide that such insurance shall not be subject to cancellation, reduction in coverage, or non-renewal except after written notice by certified mail, return receipt requested, to Authority at least thirty (30) days prior to the effective date thereof. Authority reserves the right to have submitted to it, upon request, all pertinent information about the agent, broker and carrier providing such insurance.

Authority and Permitee agree that the insurance policy limits specified herein shall be reviewed for adequacy annually throughout the term of this Permit by the President/CEO who may, thereafter, require Permitee, on thirty (30) days’ prior written notice, to adjust the amounts of insurance coverage to whatever reasonable amount said President/CEO deems to be adequate.

Submission of insurance from a non-California admitted carrier is subject to the provisions of California Insurance Code Sections 1760 through 1780, and any law, ordinance or other regulations and/or directives from the State Department of Insurance or other regulatory board or agency. Permitee agrees, except where exempted, to provide Authority proof of said insurance by and through a surplus line broker licensed by the State of California at the address specified below:

San DiegoCountyRegionalAirport Authority

Risk Management Department

P.O. Box 82776

San Diego, CA 92138-2776

The procuring of such required policies of insurance shall not be construed to limit Permitee’s liability hereunder, nor to fulfill the indemnification provisions and requirements of this Permit. Notwithstanding said policies of insurance, Permitee shall be obligated for the full and total amount of any damage, injury, or loss caused by negligence or neglect connected with this Permit or with the use or occupancy of the Premises.

The above is acknowledged and accepted this _____ day of ______, 20____.

SAN DIEGOCOUNTYREGIONAL

APPROVED AS TO FORMAIRPORT AUTHORITY

By: By:

Office of General CounselName:

Title:

COMPANY NAME

By:

Print Name:

Print Title:

By:

Print Name:

Print Title:

S:\Real Estate\Document Templates\AUTHORITY\Documents\Drafts\19. Std. ROE Permit REDLINE INS. PAR. 5.30.06.doc

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EXHIBIT B

INSURANCE REQUIREMENTS FOR PERMITEE

Permitee shall at all times during the term of this Permit maintain, at its expense, the following minimum levels and types of insurance:

1.Commercial General Liability (including, without limitation, Contractual Liability, Personal and Advertising Injury, and Products/Completed Operations coverages written on an “occurrence,” not “claims made” basis): two million dollars ($2,000,000) combined single limit.

a.The deductible or self-insured retention on this Commercial General Liability policy shall not exceed five thousand dollars ($5,000) unless previously approved by the Authority in writing.

  1. The Commercial General Liability policy shall be endorsed to include the Authority, its agents, officers and employees as additional insureds in the form as required by the Authority.
  1. The coverage provided to the Authority, as an additional insured, shall be primary.

2.Commercial Automobile Liability: Covering Owned, Non-Owned, and Hired Automobiles written on an “occurrence,” not “claims made” basis in the amount of two million dollars ($2,000,000) combined single limit for bodily injury and property damage. If Permittee drives on the secured airfield side of the Airport, then Permitee’s coverage shall be written on an “occurrence,” not “claims made” basis in the amount of ten million dollars ($10,000,000) combined single limit for bodily injury and property damage.

3.Workers’ Compensation and Employer’s Liability: In the amounts required by California State law, but not less than one million dollars ($1,000,000) Employer’s Liability. Such coverage shall include a waiver of subrogation endorsement in favor of the Authority.

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