051-Sanford Airport Authority0
AIRPORT LEASE AGREEMENT
THIS AGREEMENT, made and entered into this 6?- of
19�" 2009 by and between the CITY OF SANFORD, FLORIDA; a Florida
Municipal Corporation, hereinafter referred to as the "City ", and the SANFORD AIRPORT
AUTHORITY, a dependent special district created by Special Act of the State of Florida,
hereinafter referred as the "Authority ".
WITNESSETH:
WHEREAS, the Authority, on June 30, 1971, has been created by Special Act in Chapter
71 -924, Law of Florida, known as the Sanford Airport Authority Act hereinafter referred to as
the "Act ", and
WHEREAS, the City, on December 4, 1981, by and through its Resolution No. 1315,
gave the Authority all the rights, powers and authority necessary to operate and control the
Orlando Sanford Airport real property, deeded to the City from the United States of America on
September 4, 1969, hereinafter referred to as the "Airport"; and
WHEREAS, the City has determined that the Authority has been organized and is
operating in such manner as to make continued control of the Airport by the Authority
appropriate and desirable on a long term basis; and
WHERAS, it is the intent of the parties that this Agreement should be renewed and
extended by those persons acting on behalf of the City and the Authority at the appropriate time
in the future; and
WHEREAS, the Authority has determined that it is desirous and fully capable of
controlling the Airport for the term of this Agreement.
NOW THERERFORE, the City and the Authority, for and in consideration of the
promises and covenants set out below to be kept and performed, and the sums of money to be
paid hereunder, and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, hereby agree that the Authority shall continue to operate and control the
Airport and the Authority shall continue to accept the control and responsibility for the operation
of the Airport in accordance with the terms, restrictions, limitations, qualifications, and
regulations as set forth in the Act, as amended, in Resolution No. 1315, this Agreement, and any
future modifications or additions to this Agreement.
LEASE AND USE OF AIRPORT
The City hereby grants, transfers and conveys unto the Authority the exclusive right and
jurisdiction to occupy, operate, control, maintain and use the Airport, for a term of fifty (50)
years, and automatically renewing every ten (10) years unless expressly rejected in writing by
the City, for public airport purposes, subject to easements, deed restrictions, grant assurances
with the United States, State of Florida, applicable laws, ordinances and other restrictions of
record, and matters herein. It is the intention of the City to allow the Authority to occupy,
operate, repair, maintain, control and use, all land, buildings, infrastructure, (including roads,
sidewalks, fences, storm drainage and utilities not otherwise maintained by the City),
improvements, easements (except as hereinafter provided), rights of ingress and egress, and
appurtenances thereto belonging, now used or controlled by or assigned to the Authority or
future additions by the Authority, hereinafter referred to as the "Airport Property ", the same
being more specifically described in Exhibit "A ". Such grant, transfer and conveyance of
Airport Property includes the right of the Authority to lease to others all or portions of the
Airport Property for a term including options not to exceed that authorized by Florida Statutes
Section 332.08(3) should the lease pertain to an aviation use, Section 332.08(4) should the lease
pertain to non - aviation uses, or the remaining term of this Agreement, whichever is the lesser;
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and to allow said parties to also operate, repair, maintain and manage all or portions of the
Airport Property for the same term. The City hereby covenants and agrees to be bound by such
leases.
The City hereby leases to the Authority for Ten Dollars ($10.00) and other valuable
consideration any and all rights and title heretofore in the City to all the fixtures, equipment,
materials, furnishings, and all other personal property now utilized by the Authority, subject to
all the terms and restrictions contained in the Quitclaim Deed between the City and the United
States of America. This Agreement does not grant to the Authority the power to levy an annual
tax on all taxable real and personal property subject to this Agreement. The power to levy an
annual tax on all real and personal property is expressly reserved in the City Commission of the
City.
The Authority hereby accepts the rights and responsibilities associated with the real and
personal property as described above, subject to the terms and restrictions herein.
The Authority agrees to provide the management, labor, and materials necessary to
continuously maintain the Airport Property improvements and infrastructure in a repaired, clean,
safe and sanitary condition as well as consistent with controlling law. The Authority shall be
responsible for maintaining its equipment, fixtures, furnishings, and other property in good
condition and repair.
The Authority does hereby assume and accept all the duties and powers with respect to
the Airport Property as are conferred upon it by the Act, as amended.
That portion of the Airport Property not used or needed for direct aeronautical uses may
be used for non - aeronautical purposes to provide revenue or benefits to the Airport; provided, if
necessary, prior approval is granted from the Federal Aviation Administration to release the City
and Authority from any applicable deed restrictions, grant assurances or similar Federal
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constraints on the long -term lease or transfer of property for non - aeronautical use. However, no
personal property shall be leased, sold, salvaged or disposed of for less than fair market value,
except by or to the City after approval by the Federal Aviation Administration. This Agreement
does not grant the Authority, power of sale of real property owned by the City. The power of
sale of real property is expressly reserved in the City Commission of the City, who expressly
understands and agrees that the sale of any airport real property requires the advance approval of
the Federal Aviation Administration.
The Authority, for itself, its successors in interest and assigns, as a part of the
consideration hereof, does hereby covenant and agree that in the event facilities are constructed,
maintained, or otherwise operated on the Airport Property described in this Agreement, for a
purpose for which a Federal or State Department of Transportation program or activity is
extended or for another purpose involving the provision of similar services or benefits, the
Authority shall maintain and operate such facilities and services in compliance with all other
requirements imposed pursuant to Title 49, Code of Federal Regulations, Department of
Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally -
assisted programs of the Department of Transportation - Effectuation of Title VI of the Civil
Rights act of 1964; Part 23, Participation of disadvantaged business enterprise in airport
concessions; and Part 26, Participation by disadvantaged business enterprises in Department of
Transportation financial assistance programs, as said Regulations may be amended. The
Authority agrees that it shall not discriminate on the grounds of race, color, religion, sex, or
national origin or violate any laws pertaining to civil rights, equal protection or discrimination.
The Authority shall comply with the requirements of the Americans with Disabilities Act (ADA),
and any and all related Federal or State laws which prohibits discrimination by public and private
entities on the basis of disability. The Authority agrees that it shall not knowingly employ
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unauthorized alien workers, constituting a violation of the employment provisions contained in 8
U.S.C. Section 1324a(e) Section 274A(e) of the Immigration and Nationally Act (INA)]. The
Authority agrees to comply with Federal, State, and local environmental, health, and safety laws
and regulations applicable to the goods and/or services provided to the City. The Authority
agrees that it shall not contract with any contractor who has been placed on a discriminatory
vendor list. The Authority shall not engage in any action that would create a conflict of interest
which would otherwise violate or cause others to violate the provisions of Part I1I, Chapter 112,
Florida Statutes, relating to ethics in government. The parties agree that this paragraph is a
covenant running with the land.
In the event of breach of any of the above nondiscrimination covenants, evidenced by a
determination of non - compliance by a court of competent jurisdiction or an authorized agency of
the Federal government and the expiration or exhaustion of all corrective action or appeal rights,
the City shall have the right to re -enter said lands and facilities thereon, and the above - described
lands and facilities shall thereupon, revert to and vest in and become the absolute property of the
City and its assigns subject, however, to any existing agreements or leases with respect to the
Airport. This provision shall not be effective until the procedures of Title 49, Code of Federal
Regulations, Part 21 are followed and completed including exercise or expiration of appeal
rights. This provision shall not limit any other right the City may have pursuant to other
provisions of this Agreement or the Act, as amended, or controlling law.
The City or its agent or agents, may at any time during reasonable business hours, enter
in and upon the Airport Property, or any part or portion thereof, to view the same or perform
such services in connection therewith as may be authorized by the terms hereof, or to post such
notices as may be required by law or which the City may deem to be necessary for the protection
of the City or the Airport Property; PROVIDED, however the right of entry by the City shall be
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subject to such reasonable and necessary restrictions as the Authority shall impose because of the
security regulations of the United States Government or any agency thereof.
Upon the expiration of the term of this Lease, unless otherwise extended, the Authority
shall peaceably and quietly leave, the City taking full possession, ownership and control of all of
the funds and real and personal property of the Authority then in existence, and will utilize the
same for public aviation purposes, or any other lawful public purpose, required by the Quitclaim
Deed to the City, as well as the Federal laws and grant assurances, including, but not limited to,
those pertaining to Airport Revenue Diversion, and will fully perform all obligations theretofore
lawfully incurred by the Authority, and all leases, contracts, franchises, and agreements lawfully
entered into by the Authority will automatically be assigned to, and inure to the benefit of, and
be binding upon the City, and all persons then employed by the Authority may become
employees of, and serve at the pleasure of the City, at the sole discretion of the City. If the
Airport Property is not surrendered by the end of the term, the Authority shall indemnify the City
against loss or liability resulting from delay by the Authority in so surrendering the Airport
Property.
ARTICLE 2
SERVICES PROVIDED BY THE CITY
The Authority shall be responsible for compensating the City for services and facilities as
the City hereinafter may provide and for making other payments as the City reasonably may
impose. The City shall demand as payment and the Authority shall remit no more than the
amounts permitted under Federal law and the policies of the Federal Aviation Administration on
the use of Airport revenue. The City shall supply the Authority with documentation adequate to
explain and justify each demand for payment and ensure consistency with Federal law and
applicable grant assurances.
Cel
The parties recognize expressly that the Authority currently maintains its own police and
airport rescue and firefighting services (ARFF). The City may, to the extent permitted by
Federal law, but not for services provided pursuant to a mutual aid agreement, demand
compensation for police, fire or other emergency services in the event of an accident or incident
at the Airport requiring the mobilization or support of City employees or contractors and /or any
future request by the Authority for the City to supply such services on a regular basis as
mandated by Federal law and should the Authority cease providing such services.
The parties agree that structural fire service and rescue service shall be provided in the
manner provided prior to date that this Agreement is executed by the parties. In the event of any
future change in Federal law or Federal Aviation Administration policy on the use of airport
revenue, the City may reevaluate and adjust the demands of payment from the Authority.
ARTICLE 3
AIRPORT RULES AND REGULATIONS
Chapter 71 -924, Laws of Florida, and Chapter 332, Florida Statutes, confer upon the
Authority the right to adopt such rules, regulations and ordinances as are reasonable and
necessary to the effective use and operation of the Airport, and which shall apply to the Airport
Property managed and operated by the Authority. The City agrees to consider adoption of any
such rules, regulations and ordinances, if such is required by law, for enforcement of same by the
Authority.
ARTICLE 4
UTILITY EASEMENTS
The City hereby retains the right of use and access over, under and through all parcels or
tracts of the Airport Property on or under which currently exists any lines, pipes or other
appurtenances to the utility services that serve the Airport Property and which are owned by the
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City, or where future utility lines or services are deemed necessary by action of the City
Commission, however, subject to approval of the Federal Aviation Administration or as set forth
in the Airport Master Plan, if necessary. The City also agrees to relocate any such lines or
services as reasonably required by the Authority to develop the Airport at no cost to the City
with the costs being the obligation of the Authority or another appropriate party subject to prior
approval by the Federal Aviation Administration. The parties agree to engage in joint
infrastructure planning in order to harmonize the systems, projects and programs of both parties.
The right of access reserved is more particularly described as the right and privilege of
the City to maintain its lines, pipes and other appurtenances under and through the Airport
Property, with the privilege of entering upon said land for the purposes of maintaining, operating
and repairing said lines, pipes and other appurtenances, together with the rights, easements,
privileges and appurtenances in or to said land which may be required for the full enjoyment of
the rights herein granted or reserved, subject only to such reasonable and necessary access rules
as may be required by Airport security regulation or Federal Aviation Administration
requirements.
ARTICLE 5
FEDERAL AND STATE GRANTS AND AGREEMENTS
The Authority hereby expressly agrees to be bound by and to fully perform all covenants
and duties made or incurred by the Authority in connection with all Federal and State grants
obtained by the Authority in connection with the Airport. The Authority shall indemnify,
defend, and save harmless the City, its officials, officers, employees and agents from and against
any penalties for violation of any of the said covenants or duties, and from any and all claims,
suits, losses, or damages of whatsoever kind or nature arising directly or indirectly out of the
operations of the Airport by the Authority, resulting from the carelessness, negligence, or
improper conduct of the Authority, or any of its officials, officers, agents or employees.
A determination by the Federal or State government or any agency thereof, that there
exists a default under any grant or conveyance of surplus property shall be considered a default
of a material provision of this Agreement for the purposes of ARTICLE 8; provided, however,
that no default shall exist unless and until the deadline for any corrective action explicitly
provided by the Federal or State government or agency thereof has expired.
The Authority may seek Federal, State, local and private grants and economic
development assistance and will execute applications as necessary and administer existing grants
in conformity with the terms of said grants in such a way as to comply with the grants. The City
agrees that, for purposes of soliciting and receiving any Federal or State grants, the Authority
shall be deemed to be an agent for the owner of the Airport Property and shall be considered the
sponsor of said grants, and have all rights and abilities to receive and administer said grants. If
required to receive a grant or assistance and agreed to by the City, the City may apply jointly
with the Authority and, in such event, the City shall reasonably cooperate with the Authority in
the administration of the grant or assistance and comply with applicable requirements.
ARTICLE 6
BUDGET
The Authority annually shall submit its annual budget to the City for approval prior to
final approval of the budget of the City. The proposed budget shall be presented in accordance
with generally accepted accounting principles, Florida Statutes, and shall meet the requirements
of the Act, as amended. The City shall at all times have access to the books and records of the
Authority for any lawful purpose. The Authority shall have an annual audit, prepared by a
certified public accountant as required under Florida Statutes §215.97 and QMB Circular A -133.
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Such audit shall be completed timely to meet the requirements of the Act, as amended, and the
City's audit schedule.
ARTICLE 7
AIRPORT BONDS
The Authority expressly agrees to be bound by, and to fully perform all covenants and
duties made or incurred in connection with its issuance of all of its bonds now outstanding, or
issued in the future, including, but not limited to, the covenants included within any trust
agreements executed by the Authority contemporaneously with its issuance of such bonds.
The Authority hereby expressly agrees to be solely responsible to perform all covenants
and duties made or incurred in connection with said bonds and trust agreements and shall
indemnify, defend and save harmless the City and its official, officers, employees and agents
from any penalties for violation of any of the said covenants or duties, and from any and all
claims, suits, levies, or damages of whatsoever kind or nature, arising or resulting from the
carelessness, negligence, or improper conduct of the Authority or any of its official, officers,
agents or employees. The Authority shall notify the City in writing at least thirty (30) days prior
to issuing any bonds in the future.
ARTICLE 8
TERMINATION AND OTHER REMEDIES
This Agreement is subject to termination by the City if the Authority shall be in default of
any of the material provisions set forth herein, or the Authority of any of the material provisions
of the Act, as amended, and if such default shall have continued for thirty (30) days following
the Authority's receipt of the City's written request to cure, unless within such thirty- day (30)
period the Authority shall have initiated a plan for curing such default and the same cannot
reasonably be cured within said thirty (30) day period. In the event of such termination, the City
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will take full possession, ownership and control of all of the funds and real and personal property
of the Authority then in existence, and will utilize the same for public aviation purposes, or any
other lawful public purpose, and will fully perform all obligations theretofore lawfully incurred
by the Authority. All leases, contracts, franchises, and agreements lawfully entered into by the
Authority will automatically be assigned to, and inure to the benefit of, and be binding upon the
City, and all persons then employed by the Authority will become employees of, and serve at the
pleasure of the City.
The City may, if it so elects, pursue any other remedies provided by law for the breach of
this Agreement or any of its terms, covenants, conditions or stipulations. No right or remedy
herein conferred upon or reserved to the City is intended to be exclusive of any other right or
remedy hereunder, now or hereafter existing at law or at equity.
The acceptance of anything by the City, whether in a single instance or repeatedly, after
knowledge of any breach hereof by the Authority, or the giving or making of any notice of
demand, whether according to any statutory provision or not, or any act or series of acts except
an express waiver in writing, shall not be construed as a waiver of the City's right to act or of any
other right given the City or as an election not to proceed under the provisions of this Agreement.
ARTICLE 9
LIABILITIES
The Authority assumes and is responsible for, and shall indemnify, defend, and save
harmless the City, its official, officers agents, and employees, against all claims and demands of
all parties whatsoever for damages or for compensation for any injuries or accidents of whatever
nature or kind, persons, animals or property, or for the violation of any law, ordinance or
regulations, due or claimed to be due, either directly or indirectly, to the Authority's operations
or to the act or omission of the Authority, its officials, officers„ agents, or employees, and the
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Authority shall pay all judgments obtained by reason of such accidents, injuries or damages, or
of infringements of patents or trademarks as specified in suit or suits against the City, including
all legal costs, court expenses and other like expenses. Further, the Authority assumes and is
responsible for environmental claims, hazardous waste claims, and other associated
responsibilities, including, but not limited to, defense of claims, payment of clean up costs, and
other associated expenditure, should said claims stem from the Authority's operation of the
Airport.
The City assumes and is responsible for, and shall indemnify, defend, and save harmless
the Authority, its officials, officers, agents, and employees, against all claims and demands of all
parties whatsoever for damages or for compensation for any injuries or accidents of whatever
nature or kind, persons, animals or property, or for the violation of any law, ordinance or
regulations, due or claimed to be due, either directly or indirectly, to the City or to an act or
omission of the City, its officials, officers, agents, or employees, and the City shall pay all
judgments obtained by reason of such accidents, injuries or damages, or for infringements of
patents or trademarks as specified in suit or suits against the Authority, including, but not limited
to, all legal costs, court expenses and other like expenses.
ARTICLE 10
INSURANCE
The responsibility for securing and maintaining all necessary insurance for the Airport
against damages to its property and against all liabilities, judgments, costs, damages and
expenses which may accrue against, be charged to or recovered from the Authority or the City,
shall be assumed by the Authority.
It is further agreed that any major modification to the current insurance coverage
provisions shall require written approval of the City, which approval shall not be unreasonably
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withheld. The Authority shall maintain liability coverage for property damage to others and
personal injury to persons with limits of not less than $1 Million Dollars ($1,000,000) and for
casualty damage to property equal to full insurable value. Requests for City approval shall be
directed to the City Manager of the City. All policies shall include a provision that the City shall
be notified in writing at least thirty (30) days prior to any modification or cancellation thereof.
ARTICLE 11
LAWFUL USES
The Authority agrees that in its use of the Airport Property it will comply with all present
and future valid laws, ordinances and regulations of the Federal government, State of Florida,
County of Seminole, City of Sanford, and agencies thereof relating to the occupancy or use of
the Airport Property and relating to the activities and operations to be performed thereon, so long
as such laws, ordinances and regulations are not inconsistent with Federal jurisdiction and
control over airspace and the movement of aircraft, and that it will not use the Airport Property
or allow it to be used for any illegal, unsafe or immoral purposes. The City agrees to cooperate
with the Authority and to consider ordinances that protect the Authority from any suits, from the
operation of the Airport regarding aircraft noise as recommended and set forth in a noise
compatibility program approved by the Federal Aviation Administration and to protect the
airfield clear zones outside the Airport Property as recommended and set forth in the Airport
layout plan of the Airport, as amended, and as approved by the Federal Aviation Administration;
provided, however, that this Agreement shall not obligate the City to adopt any particular
ordinance or take any particular action to protect the Authority from suit.
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ARTICLE 12
CITY MEMBERSHIP ON AUTHORITY
The Authority agrees to join the City to support new legislation, if necessary, to amend
the Act, as amended, to provide for a City Commissioner of the City to serve as a member of the
Authority. In the interim, a City Commissioner of the City shall be entitled to sit as an ex- officio
(non- voting) member of the Authority.
ARTICLE 13
FORCE MAJEURE
The performance of all covenants herein contained shall be postponed and suspended
during such period as the performance thereof is prevented by acts of God, weather and
conditions arising therefrom, strikes, boycotts, lockouts and other labor troubles, riot, fire,
earthquake, flood, storm, lightning, epidemic, insurrection, rebellion, revolution, civil war,
hostilities, war, the declaration or existence of a national emergency and conditions arising
therefrom, the exercise of paramount power by the Federal government, either through the taking
of the Airport Property or the imposition of regulations restricting the conduct of activities
thereon, acts of enemies, sabotage, interference, restriction, limitation or prevention by
legislation of the Federal or State government, decree or order of any court of competent
jurisdiction, inability to secure labor or adequate supplies or materials, products or merchandise
or any other delay or contingency beyond the reasonable control of the City or the Authority.
ARTICLE 13
PROVISIONS OF AGREEMENT SEVERABLE
If any article, section, subsection, sentence, clause, phrase or portion of this Agreement is
for any reason held invalid, unconstitutional, or in conflict with any existing law or ordinance by
any court of competent jurisdiction, such portion shall be deemed a separate, distinct and
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independent provision and such holding shall not affect the validity of the remaining portion
hereof.
Nothing herein, however, shall be construed to prevent the City from enacting the
provisions of ARTICLE 8 to terminate this Agreement if the Authority is unable to fulfill a
material provision of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their authorized representatives as of the date first above written.
CITY OF SANFORD, FLORIDA
Attest:
nhw-l- & - 64.1 U
et Dougherty, City Cl rk
Linda K , Mayor
► a�al'rl� G
Approved as to form and 4eg+Rity
2009.
William L. Colbert
City Attorney
City of Sanford, Florida
SANFORD Al"ORT
G. GeoffrevZLon s a f, Chairman
'as and legibility
V .2009.
Director of Aviation Lneth W. Wright
General Counsel
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